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, 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 September 30, 2003 (Unaudited)
        and December 31, 2002                                                  3

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

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

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

        Financial Highlights (Unaudited) for the Nine
        Months Ended September 30, 2003                                        9

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

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                             17

Item 3. Quantitative and Qualitative Disclosures About Market Risk            21

Item 4. Controls and Procedures                                               23

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                   24

Item 5. Other Information                                                     24

Item 6. Exhibits and Reports on Form 8-K                                      24

SIGNATURES                                                                    25

EXHIBIT INDEX                                                                 26

                                        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, 2003       December 31,
                                                                                           (Unaudited)               2002
                                                                                        ------------------       ------------
<S>                                                                                    <C>                      <C>
Assets:
    Investment in Belvedere Capital Fund Company LLC
      (Belvedere Capital)                                                              $       1,767,246,710    $ 1,645,261,953
    Investment in Partnership Preference Units                                                   495,806,212        550,352,892
    Investment in other real estate                                                              188,577,125        203,940,755
    Short-term investments                                                                        20,783,681                  -
                                                                                       ----------------------   ----------------
Total investments                                                                      $       2,472,413,728    $ 2,399,555,600
    Cash                                                                                           3,843,630          6,149,096
    Escrow deposits - restricted                                                                   4,768,419          4,583,810
    Dividends and interest receivable                                                              2,145,128          2,456,370
    Receivable for securities sold                                                                         -         29,285,540
    Other assets                                                                                   2,947,501          3,608,880
                                                                                       ----------------------   ----------------
Total assets                                                                           $       2,486,118,406    $ 2,445,639,296
                                                                                       ----------------------   ----------------

Liabilities:
    Loan payable - Credit Facility                                                     $         541,500,000    $   596,500,000
    Mortgages payable                                                                            161,502,581        162,461,900
    Open interest rate swap agreements, at value                                                  26,069,108         47,057,312
    Swap interest payable                                                                          1,144,679          1,696,469
    Security deposits                                                                                787,086            776,772
    Notes payable to minority shareholder                                                            565,972            565,972
    Accrued expenses:
      Interest expense                                                                             1,338,585          2,487,473
      Property taxes                                                                               2,402,277          3,143,437
      Other expenses and liabilities                                                               2,144,847          1,601,191
    Minority interests in controlled subsidiaries                                                  7,579,724          9,118,965
                                                                                       ----------------------   ----------------
Total liabilities                                                                      $         745,034,859    $   825,409,491
                                                                                       ----------------------   ----------------

Net assets                                                                             $       1,741,083,547    $ 1,620,229,805

                                                                                       ----------------------   ----------------
Shareholders' Capital                                                                  $       1,741,083,547    $ 1,620,229,805
                                                                                       ----------------------   ----------------

Shares outstanding                                                                                22,566,215         23,190,678
                                                                                       ----------------------   ----------------

Net asset value and redemption price per Share                                         $               77.15    $         69.87
                                                                                       ----------------------   ----------------
</TABLE>

       See notes to unaudited condensed consolidated financial statements

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

<TABLE>
                                                           Three Months     Three Months        Nine Months       Nine Months
                                                              Ended            Ended               Ended             Ended
                                                           September 30,    September 30,      September 30,     September 30,
                                                               2003            2002                 2003              2002
                                                           -------------    -------------      -------------     -------------
<S>                                                      <C>               <C>                <C>                <C>
Investment Income:
    Dividends allocated from Belvedere Capital
      (net of foreign taxes of $54,283, $51,132,
      $239,038 and $191,468, respectively)               $    6,434,594    $    5,639,402     $   18,541,161     $   17,311,192
    Interest allocated from Belvedere Capital                    53,274           128,715            356,952            456,239
    Expenses allocated from Belvedere Capital                (2,751,074)       (2,607,604)        (7,759,274)        (8,792,381)
                                                         ---------------   ---------------    ---------------    ---------------
    Net investment income allocated from
      Belvedere Capital                                  $    3,736,794    $    3,160,513     $   11,138,839     $    8,975,050
    Dividends from Partnership Preference Units              10,698,840        12,483,972         35,334,250         39,587,818
    Rental income                                             8,473,810         8,710,898         25,718,859         26,224,436
    Interest                                                     53,976             2,993            112,079             61,382
                                                         ---------------   ---------------    ---------------    ---------------
Total investment income                                  $   22,963,420    $   24,358,376     $   72,304,027     $   74,848,686
                                                         ---------------   ---------------    ---------------    ---------------

Expenses:
    Investment advisory and administrative fees          $    1,789,557    $    1,790,762     $    5,327,406     $    5,891,697
    Property management fees                                    338,613           346,211          1,012,188          1,041,032
    Distribution and servicing fees                             873,268           818,175          2,459,323          2,858,261
    Interest expense on mortgages                             3,605,783         3,631,000         10,765,966         11,257,983
    Interest expense on Credit Facility                       1,944,624         3,343,724          6,852,621         10,567,576
    Interest expense on swap agreements                       6,972,899        10,118,324         26,215,668         30,156,297
    Property and maintenance expenses                         2,954,163         2,977,014          8,842,473          8,535,151
    Property taxes and insurance                              1,239,332         1,057,132          3,612,851          3,535,698
    Miscellaneous                                               342,831           248,364            987,615            752,492
                                                         ---------------   ---------------    ---------------    ---------------
Total expenses                                           $   20,061,070    $   24,330,706     $   66,076,111     $   74,596,187
Deduct-
    Reduction of investment advisory
      and administrative fees                                   446,705           419,814          1,246,404          1,435,666
                                                         ---------------   ---------------    ---------------    ---------------
Net expenses                                             $   19,614,365    $   23,910,892     $   64,829,707     $   73,160,521
                                                         ---------------   ---------------    ---------------    ---------------
Net investment income before
    minority interest in net income of
    controlled subsidiary                                $    3,349,055    $      447,484     $    7,474,320     $    1,688,165
Minority interest in net income
    of controlled subsidiary                                    (45,381)         (155,365)          (277,732)          (367,297)
                                                         ---------------   ---------------    ---------------    ---------------
Net investment income                                    $    3,303,674    $      292,119     $    7,196,588     $    1,320,868
                                                         ---------------   ---------------    ---------------    ---------------
</TABLE>

       See notes to unaudited condensed consolidated financial statements

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

<TABLE>
                                                        Three Months      Three Months         Nine Months       Nine Months
                                                           Ended             Ended                Ended             Ended
                                                        September 30,     September 30,       September 30,     September 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)                    $    1,277,688    $   (33,410,557)    $    (3,041,249)   $ (164,133,745)
   Investment transactions in Partnership
    Preference Units (identified cost basis)               14,546,216          2,830,974          16,357,516         5,116,279
   Investment transactions in other real estate
    (net of minority interest in realized gain
    (loss) of controlled subsidiary of $0, $7,434,
    $0, and $(476,023), respectively)                               -             19,062                   -        (1,777,939)
                                                       ---------------   ----------------    ----------------   ---------------
Net realized gain (loss)                               $   15,823,904    $   (30,560,521)    $    13,316,267    $ (160,795,405)
                                                       ---------------   ----------------    ----------------   ---------------

Change in unrealized appreciation
   (depreciation) -
    Investment in Belvedere Capital
      (identified cost basis)                          $   36,814,345    $  (247,988,924)    $   166,112,788    $ (356,435,613)
    Investments in Partnership Preference Units
      (identified cost basis)                             (12,223,737)         5,251,055          14,063,518        26,324,228
    Investments in other real estate
      (net of minority interest in unrealized
      loss of controlled subsidiary of
      $174,654, $1,906,217, $1,896,900
      and $2,116,617, respectively)                        (2,283,368)       (10,230,200)        (14,583,748)       (7,556,925)
    Interest rate swap agreements                           7,776,056         (7,299,674)         20,988,204        (8,138,782)
                                                       ---------------   ----------------    ----------------   ---------------
Net change in unrealized appreciation
   (depreciation)                                      $   30,083,296    $  (260,267,743)    $   186,580,762    $ (345,807,092)
                                                       ---------------   ----------------    ----------------   ---------------

Net realized and unrealized gain (loss)                $   45,907,200    $  (290,828,264)    $   199,897,029    $ (506,602,497)
                                                       ---------------   ----------------    ----------------   ---------------

Net increase (decrease) in net assets from
   operations                                          $   49,210,874    $  (290,536,145)    $   207,093,617    $ (505,281,629)
                                                       ===============   ================    ================   ===============
</TABLE>

       See notes to unaudited condensed consolidated financial statements

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

<TABLE>
                                                                                           Nine Months            Nine Months
                                                                                              Ended                  Ended
                                                                                           September 30,          September 30,
                                                                                               2003                  2002
                                                                                           -------------          -------------
<S>                                                                                     <C>                    <C>
Increase (Decrease) in Net Assets:
    Net investment income                                                               $     7,196,588        $     1,320,868
    Net realized gain (loss) from investment transactions                                    13,316,267           (160,795,405)
    Net change in unrealized appreciation (depreciation)
      of investments                                                                        186,580,762           (345,807,092)
                                                                                        ----------------       ----------------
Net increase (decrease) in net assets from operations                                   $   207,093,617        $  (505,281,629)
                                                                                        ----------------       ----------------

Transactions in Fund Shares -
    Net asset value of Fund Shares issued to Shareholders in
      payment of distributions declared                                                 $    18,603,373        $             -
    Net asset value of Fund Shares redeemed                                                 (65,522,822)           (52,980,440)
                                                                                        ----------------       ----------------
Net decrease in net assets from Fund Share transactions                                 $   (46,919,449)       $   (52,980,440)
                                                                                        ----------------       ----------------

Distributions -
    Distributions to Shareholders                                                       $   (39,320,426)       $             -
                                                                                        ----------------       ----------------
Total distributions                                                                     $   (39,320,426)       $             -
                                                                                        ----------------       ----------------

Net increase (decrease) in net assets                                                   $   120,853,742        $  (558,262,069)

Net assets:
    At beginning of period                                                              $ 1,620,229,805        $ 2,108,684,133
                                                                                        ----------------       ----------------
    At end of period                                                                    $ 1,741,083,547        $ 1,550,422,064
                                                                                        ================       ================
</TABLE>

       See notes to unaudited condensed consolidated financial statements

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

<TABLE>
                                                                                              Nine Months         Nine Months
                                                                                                 Ended               Ended
                                                                                             September 30,       September 30,
                                                                                                  2003                2002
                                                                                             -------------       -------------
<S>                                                                                         <C>                 <C>
Cash Flows From (For) Operating Activities -
Net increase (decrease) in net assets from operations                                       $ 207,093,617       $ (505,281,629)
Adjustments to reconcile net increase (decrease) in net assets from operations
    to net cash flows from operating activities -
      Net investment income allocated from Belvedere Capital                                  (11,138,839)          (8,975,050)
      (Increase) decrease in escrow deposits                                                     (184,609)           1,066,824
      Decrease in receivable for securities sold                                               29,285,540                    -
      Decrease in other assets                                                                    661,379              808,952
      Decrease in dividends and interest receivable                                               311,242            1,369,450
      Decrease in interest payable for open swap agreements                                      (551,790)             (11,237)
      Decrease in security deposits, accrued interest and
        accrued other expenses and liabilities                                                   (594,918)          (1,120,425)
      Decrease in accrued property taxes                                                         (741,160)            (714,987)
      Proceeds from sales of Partnership Preference Units                                      84,967,714           60,076,602
      Decrease in cash due to sale of one multifamily real estate property                              -              (17,946)
      (Increase) decrease in short-term investments                                           (20,783,681)           3,919,805
      Improvements to rental property                                                          (1,117,017)          (1,511,479)
      Net (increase) decrease in investment in Belvedere Capital                              (10,866,251)          28,719,502
      Minority interest in net income of controlled subsidiary                                    277,732              367,297
      Net realized (gain) loss from investment transactions                                   (13,316,267)         160,795,405
      Net change in unrealized (appreciation) depreciation of investments                    (186,580,762)         345,807,092
                                                                                            --------------      ---------------
Net cash flows from operating activities                                                    $  76,721,930       $   85,298,176
                                                                                            --------------      ---------------

Cash Flows From (For) Financing Activities -
    Repayment of Credit Facility                                                            $ (55,000,000)      $  (78,000,000)
    Repayments on mortgages                                                                      (959,319)            (919,507)
    Payments for Fund Shares redeemed                                                          (2,430,950)          (2,690,609)
    Payment on notes payable to minority shareholder                                                    -             (134,028)
    Distributions paid to Shareholders                                                        (20,717,053)                   -
    Capital contributed to controlled subsidiary                                                   79,926                    -
                                                                                            --------------      ---------------
Net cash flows for financing activities                                                     $ (79,027,396)      $  (81,744,144)
                                                                                            --------------      ---------------

Net (decrease) increase in cash                                                             $  (2,305,466)      $    3,554,032

Cash at beginning of period                                                                 $   6,149,096       $    1,658,511
                                                                                            --------------      ---------------
Cash at end of period                                                                       $   3,843,630       $    5,212,543
                                                                                            ==============      ===============
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       7
<PAGE>
BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)

<TABLE>
                                                                                               Nine Months          Nine Months
                                                                                                  Ended                Ended
                                                                                              September 30,        September 30,
                                                                                                  2003                 2002
                                                                                              -------------        -------------
<S>                                                                                          <C>                  <C>
Supplemental Disclosure and Non-cash Investing and
     Financing Activities -
      Interest paid on loan - Credit Facility                                                $    6,452,294       $    8,815,879
      Interest paid on mortgages                                                             $   10,469,505       $   11,057,820
      Interest paid on swap agreements                                                       $   26,767,458       $   30,167,534
      Market value of securities distributed in payment of
         redemptions                                                                         $   63,091,872       $   50,024,781
      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
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       8
<PAGE>
BELMAR CAPITAL FUND LLC as of September 30, 2003
Condensed Consolidated Financial Statements (Continued)

Financial Highlights (Unaudited)

<TABLE>
<S>                                     <C>                                              <C>                       <C>
For the Nine Months Ended September 30, 2003
------------------------------------------------------------------------------------------------------------------------------------
Net asset value - Beginning of period                                                                         $  69.870
------------------------------------------------------------------------------------------------------------------------------------

Income (loss) from operations
------------------------------------------------------------------------------------------------------------------------------------
Net investment income (6)                                                                                     $   0.311
Net realized and unrealized gain                                                                                  8.669
------------------------------------------------------------------------------------------------------------------------------------
Total income from operations                                                                                  $   8.980
------------------------------------------------------------------------------------------------------------------------------------

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

Net asset value - End of period                                                                               $  77.150
------------------------------------------------------------------------------------------------------------------------------------

Total Return (1)                                                                                                  13.09%
------------------------------------------------------------------------------------------------------------------------------------

                                                                                     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)                                              0.64%(8)                  0.44%(8)
    Operating expenses  (7)                                                              0.83%(8)                  0.57%(8)
Belmar Capital Fund LLC Expenses
    Interest and other borrowing costs  (4)                                              2.65%(8)                  1.82%(8)
    Investment advisory and administrative fees,
       servicing fees and other Fund operating expenses (3)(4)                           1.19%(8)                  0.81%(8)
                                                                                     -----------------------------------------------
Total expenses                                                                           5.31%(8)                  3.64%(8)

Net investment income                                                                    0.58%(8)                  0.40%(8)
------------------------------------------------------------------------------------------------------------------------------------

Supplemental Data
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                                                                    $1,741,084
Portfolio Turnover of Tax-Managed Growth Portfolio (the Portfolio)                                                   14%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(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
<PAGE>
BELMAR CAPITAL FUND LLC as of September 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
September 30, 2003 and December 31, 2002,  the  Preferred  Shares were valued at
$77.15  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 nine
months ended September 30, 2003 and September 30, 2002:

<TABLE>
                                                                    Nine Months Ended       Nine Months Ended
                 Investment Transaction                            September 30, 2003       September 30, 2002
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                      <C>
Increases in investment in Belvedere Capital                           $10,000,000              $ 98,233,579
Decreases in investment in Belvedere Capital                           $62,225,621              $176,977,862
Sales of Partnership Preference Units (1)                              $84,967,714              $ 60,076,602
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Sales of Partnership  Preference  Units for the nine months ended September
     30, 2003 and 2002 include  certain sales to other funds  sponsored by Eaton
     Vance  Management  for  which  a gain  of  $4,268,591  and  $5,116,279  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 nine months ended  September 30, 2003 and September 30, 2002,
including  allocations  of income and expenses for the  respective  periods then
ended:

<TABLE>
                                                                           Nine Months Ended        Nine Months Ended
                                                                           September 30, 2003       September 30, 2002
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                     <C>
Belvedere Capital's interest in the Portfolio (1)                           $  9,775,572,306        $ 8,043,904,602
The Fund's investment in Belvedere Capital (2)                              $  1,767,246,710        $ 1,539,506,478
Income allocated to Belvedere Capital from the Portfolio                    $    102,346,416        $    88,799,143
Income allocated to the Fund from Belvedere Capital                         $     18,898,113        $    17,767,431
Expenses allocated to Belvedere Capital from the Portfolio                  $     31,352,609        $    32,657,939
Expenses allocated to the Fund from Belvedere Capital                       $      7,759,274        $     8,792,381
Realized loss allocated to Belvedere Capital from the Portfolio             $    (10,803,952)       $  (613,666,720)
Realized loss allocated to the Fund from Belvedere Capital                  $     (3,041,249)       $  (164,133,745)
Change in unrealized appreciation (depreciation) allocated to
    Belvedere Capital from the Portfolio                                    $    898,392,188        $(2,038,582,077)
Change in unrealized appreciation (depreciation) allocated to the
    Fund from Belvedere Capital                                             $    166,112,788        $  (356,435,613)
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  As of  September  30,  2003 and  2002,  the  value of  Belvedere  Capital's
     interest in the Portfolio represents 62.1% and 58.6% of the Portfolio's net
     assets, respectively.
(2)  As of  September  30, 2003 and 2002,  the Fund's  investment  in  Belvedere
     Capital  represents  18.1% and 19.1% of  Belvedere  Capital's  net  assets,
     respectively.

                                       11
<PAGE>
A summary of the  Portfolio's  Statement of Assets and  Liabilities at September
30, 2003,  December 31, 2002 and September 30, 2002 and its  operations  for the
nine months ended  September 30, 2003,  for the year ended December 31, 2002 and
for the nine months ended September 30, 2002 follows:

<TABLE>
                                            September 30,          December 31,          September 30,
                                                2003                   2002                   2002
                                    --------------------------------------------------------------------
<S>                                      <C>                    <C>                  <C>
Investments, at value                    $ 15,720,495,292       $14,544,149,182      $ 13,713,440,772
Other assets                                   22,166,551            70,073,039            59,906,476
--------------------------------------------------------------------------------------------------------
Total assets                             $ 15,742,661,843       $14,614,222,221      $ 13,773,347,248
Total liabilities                                 241,245            42,700,633            35,785,860
--------------------------------------------------------------------------------------------------------
Net assets                               $ 15,742,420,598       $14,571,521,588      $ 13,737,561,388
========================================================================================================
Dividends and interest                   $    166,725,898       $   213,292,082      $    155,639,717
--------------------------------------------------------------------------------------------------------
Investment adviser fee                   $     49,370,631       $    71,564,552      $     55,373,624
Other expenses                                  1,730,334             2,577,489             1,956,361
--------------------------------------------------------------------------------------------------------
Total expenses                           $     51,100,965       $    74,142,041      $     57,329,985
--------------------------------------------------------------------------------------------------------
Net investment income                    $    115,624,933       $   139,150,041      $     98,309,732
Net realized losses                           (17,942,587)         (459,996,840)         (503,906,340)
Net change in unrealized
  appreciation (depreciation)               1,449,036,078        (3,312,547,564)       (4,125,048,140)
--------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
  assets from operations                 $  1,546,718,424       $(3,633,394,363)     $ (4,530,644,748)
--------------------------------------------------------------------------------------------------------
</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 September 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                            Unrealized              Unrealized
   Amount                                        Optional           Final           Depreciation            Depreciation
   (000's        Fixed         Floating         Termination      Termination      At September 30,         At December 31,
  omitted)        Rate           Rate              Date             Date                2003                    2002
-------------- ----------- ------------------ ---------------- ---------------- ---------------------- -----------------------
<S>               <C>       <C>                     <C>              <C>            <C>                     <C>
  $27,500         8.96%     LIBOR + 0.40%           3/05             3/30           $  2,676,023            $  3,589,811
   19,146         9.09%     LIBOR + 0.40%           4/04             3/30                822,391               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              1,129,958               3,020,889
   20,659         9.13%     LIBOR + 0.40%          11/03             3/30                230,220               1,317,687
   23,027         9.05%     LIBOR + 0.40%           7/04             3/30              1,378,173               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                111,725                 647,043
   13,274         9.42%     LIBOR + 0.40%           2/04             3/30                410,257               1,111,586
   12,063         9.38%     LIBOR + 0.40%           4/04             3/30                540,779               1,145,024
   10,799         9.35%     LIBOR + 0.40%           7/04             3/30                678,962               1,178,045
   41,185         9.31%     LIBOR + 0.40%           9/04             3/30              3,062,660               4,841,445
    7,255         9.26%     LIBOR + 0.40%           3/05             3/30                749,500               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                 37,466                 213,883
   12,062         9.00%     LIBOR + 0.40%           2/04             3/30                352,220                 936,025

                                       12
<PAGE>
   24,622        8.985%     LIBOR + 0.40%           4/04             3/30              1,040,027               2,167,107
    9,184         8.97%     LIBOR + 0.40%           7/04             3/30                541,826                 927,854
   13,454         8.93%     LIBOR + 0.40%           9/04             3/30                934,793               1,459,523
   17,888         8.87%     LIBOR + 0.40%           3/05             3/30              1,706,410               2,283,727
   39,407         7.46%     LIBOR + 0.40%             -              9/10              7,911,394               8,423,378
   11,776         8.34%     LIBOR + 0.40%           3/05             3/30                975,400               1,287,360
    2,338         8.41%     LIBOR + 0.40%           9/04             3/30                143,976                 220,542
   23,636         8.48%     LIBOR + 0.40%           2/04             3/30                634,948               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
-------------- ----------- ------------------ ---------------- ---------------- ---------------------- -----------------------
                                                                                    $ 26,069,108            $ 47,057,312
-------------- ----------- ------------------ ---------------- ---------------- ---------------------- -----------------------
</TABLE>
*    Agreement was terminated on the Initial Optional Termination Date.

On October 1, 2003, new interest rate swap  agreements  were entered into to fix
the cost of a portion of Belmar  Capital's  borrowings under the Credit Facility
(as defined in Note 6 below)  established on June 30, 2003. At the same time all
interest rate swap agreements outstanding on September 30, 2003 were terminated,
resulting in realized  losses of  $26,751,841.  The table below  identifies  the
terms of the interest rate swap agreements effective on October 1, 2003.

<TABLE>
  Notional                                                  Initial
   Amount                                                  Optional
   (000's       Fixed                 Floating            Termination      Final Termination
  omitted)       Rate                   Rate                 Date                Date
----------------------------------------------------------------------------------------------
<S>              <C>                  <C>                    <C>                 <C>
  $ 58,363       4.95%                LIBOR + 0.20%          2/04                6/10
    55,831      4.875%                LIBOR + 0.20%          4/04                6/10
    43,010      4.755%                LIBOR + 0.20%          7/04                6/10
    56,978      4.695%                LIBOR + 0.20%          9/04                6/10
    64,418      4.565%                LIBOR + 0.20%          3/05                6/10
   110,068     3.9725%                LIBOR + 0.20%             -                6/10
----------------------------------------------------------------------------------------------
</TABLE>

6 Debt

Credit  Facility - 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 plus 0.20% per annum.
As of September 30, 2003,  outstanding  borrowings under this credit arrangement
totaled $541,500,000.

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 plus 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 September 30, 2003,  there were no outstanding  borrowings  under
this credit arrangement and there were no letters of credit issued.

                                       13
<PAGE>
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   appreciation   (depreciation).   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
SEPTEMBER 30, 2003                                        GROWTH PORTFOLIO*          ESTATE              TOTAL
---------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                  <C>                 <C>
Revenue                                                     $   3,736,794        $  19,173,640       $  22,910,434
Interest expense on mortgages                                           -           (3,605,783)         (3,605,783)
Interest expense on Credit Facility                              (194,462)          (1,623,297)         (1,817,759)
Interest expense on swap agreements                                     -           (6,972,899)         (6,972,899)
Operating expenses                                               (320,336)          (5,820,059)         (6,140,395)
Minority interest in net income of controlled
   subsidiary                                                           -              (45,381)            (45,381)
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                       $   3,221,996        $   1,106,221       $   4,328,217
Net realized gain                                               1,277,688           14,546,216          15,823,904
Change in unrealized appreciation (depreciation)               36,814,345           (6,731,049)         30,083,296
---------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS OF
   REPORTABLE SEGMENTS                                      $  41,314,029        $   8,921,388       $  50,235,417
---------------------------------------------------------------------------------------------------------------------

FOR THE THREE MONTHS ENDED                                   TAX-MANAGED              REAL
SEPTEMBER 30, 2002                                        GROWTH PORTFOLIO*          ESTATE              TOTAL
---------------------------------------------------------------------------------------------------------------------
Revenue                                                     $   3,160,513        $  21,196,225       $  24,356,738
Interest expense on mortgages                                           -           (3,631,000)         (3,631,000)
Interest expense on Credit Facility                                     -           (3,143,100)         (3,143,100)
Interest expense on swap agreements                                     -          (10,118,324)        (10,118,324)
Operating expenses                                               (264,551)          (5,782,791)         (6,047,342)
Minority interest in net income of controlled
   subsidiary                                                           -             (155,365)           (155,365)
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                $   2,895,962        $  (1,634,355)      $   1,261,607
Net realized (loss) gain                                      (33,410,557)           2,850,036         (30,560,521)
Change in unrealized appreciation (depreciation)             (247,988,924)         (12,278,819)       (260,267,743)
---------------------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS FROM OPERATIONS OF
   REPORTABLE SEGMENTS                                      $(278,503,519)       $ (11,063,138)      $(289,566,657)
---------------------------------------------------------------------------------------------------------------------

                                       14
<PAGE>
FOR THE NINE MONTHS ENDED                                    TAX-MANAGED              REAL
SEPTEMBER 30, 2003                                        GROWTH PORTFOLIO*          ESTATE              TOTAL
---------------------------------------------------------------------------------------------------------------------
Revenue                                                     $  11,138,839        $  61,055,484       $  72,194,323
Interest expense on mortgages                                           -          (10,765,966)        (10,765,966)
Interest expense on Credit Facility                              (685,262)          (5,893,254)         (6,578,516)
Interest expense on swap agreements                                     -          (26,215,668)        (26,215,668)
Operating expenses                                               (876,924)         (17,371,387)        (18,248,311)
Minority interest in net income of controlled
   subsidiary                                                           -             (277,732)           (277,732)
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                       $   9,576,653        $     531,477       $  10,108,130
Net realized (loss) gain                                       (3,041,249)          16,357,516          13,316,267
Change in unrealized appreciation (depreciation)              166,112,788           20,467,974         186,580,762
---------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS OF
   REPORTABLE SEGMENTS                                      $ 172,648,192        $  37,356,967       $ 210,005,159
---------------------------------------------------------------------------------------------------------------------

FOR THE NINE MONTHS ENDED                                    TAX-MANAGED              REAL
SEPTEMBER 30, 2002                                        GROWTH PORTFOLIO*          ESTATE              TOTAL
---------------------------------------------------------------------------------------------------------------------
Revenue                                                     $   8,975,050        $  65,839,660       $  74,814,710
Interest expense on mortgages                                           -          (11,257,983)        (11,257,983)
Interest expense on Credit Facility                                     -           (9,933,521)         (9,933,521)
Interest expense on swap agreements                                     -          (30,156,297)        (30,156,297)
Operating expenses                                               (974,156)         (17,108,694)        (18,082,850)
Minority interest in net income of controlled
   subsidiary                                                           -             (367,297)           (367,297)
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                $   8,000,894        $  (2,984,132)      $   5,016,762
Net realized (loss) gain                                     (164,133,745)           3,338,340        (160,795,405)
Change in unrealized appreciation (depreciation)             (356,435,613)          10,628,521        (345,807,092)
---------------------------------------------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN NET ASSETS FROM
   OPERATIONS OF REPORTABLE SEGMENTS                        $(512,568,464)       $  10,982,729       $(501,585,735)
---------------------------------------------------------------------------------------------------------------------

                                                             TAX-MANAGED              REAL
AT SEPTEMBER 30, 2003                                     GROWTH PORTFOLIO*          ESTATE              TOTAL
---------------------------------------------------------------------------------------------------------------------
Segment assets                                             $1,767,246,710        $ 695,234,252      $2,462,480,962
Segment liabilities                                            61,015,202          643,850,845         704,866,047
---------------------------------------------------------------------------------------------------------------------
NET ASSETS OF REPORTABLE SEGMENTS                          $1,706,231,508        $  51,383,407      $1,757,614,915
---------------------------------------------------------------------------------------------------------------------

AT DECEMBER 31, 2002
---------------------------------------------------------------------------------------------------------------------
Segment assets                                             $1,674,547,493        $ 766,408,400      $2,440,955,893
Segment liabilities                                            61,010,849          754,088,495         815,099,344
---------------------------------------------------------------------------------------------------------------------
NET ASSETS OF REPORTABLE SEGMENTS                          $1,613,536,644        $  12,319,905      $1,625,856,549
---------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Belmar Capital invests  indirectly in Tax-Managed  Growth Portfolio through
     Belvedere Capital.

                                      15
<PAGE>
The following tables reconcile the reported segment information to the condensed
consolidated financial statements for the periods indicated:

<TABLE>
                                                    THREE MONTHS       THREE MONTHS         NINE MONTHS     NINE MONTHS
                                                        ENDED              ENDED               ENDED           ENDED
                                                    SEPTEMBER 30,      SEPTEMBER 30,       SEPTEMBER 30,    SEPTEMBER 30,
                                                        2003               2002                 2003            2002
                                                  ------------------ ------------------ ------------------ ------------------
<S>                                                <C>                <C>                <C>                 <C>
Revenue:
  Revenue from reportable segments                 $  22,910,434      $  24,356,738      $  72,194,323       $  74,814,710
  Unallocated revenue                                     52,986              1,638            109,704              33,976
                                                  ------------------ ------------------ ------------------ ------------------
TOTAL REVENUE                                      $  22,963,420      $  24,358,376      $  72,304,027       $  74,848,686
                                                  ------------------ ------------------ ------------------ ------------------

Net increase (decrease) in net assets from
 operations:
  Net increase (decrease) in net assets from
    operations of reportable segments              $  50,235,417      $(289,566,657)     $ 210,005,159       $(501,585,735)
  Unallocated revenue                                     52,986              1,638            109,704              33,976
  Unallocated expenses **                             (1,077,529)          (971,126)        (3,021,246)         (3,729,870)
                                                  ------------------ ------------------ ------------------ ------------------
TOTAL NET INCREASE (DECREASE) IN NET ASSETS
 FROM OPERATIONS                                   $  49,210,874      $(290,536,145)     $ 207,093,617       $(505,281,629)
                                                  ------------------ ------------------ ------------------ ------------------
</TABLE>
**   Unallocated  expenses  include Belmar  Capital's  costs to operate the Fund
     such as servicing and distribution fees as well as other  miscellaneous and
     administrative costs of Belmar Capital.

<TABLE>
                                                                                   SEPTEMBER 30,              DECEMBER 31,
                                                                                        2003                      2002
                                                                                  -----------------        ------------------
<S>                                                                                <C>                       <C>
Net assets:
  Net assets of reportable segments                                                $ 1,757,614,915           $ 1,625,856,549
  Unallocated cash                                                                       2,853,763                 4,683,403
  Short-term investments                                                                20,783,681 (1)                     -
  Loan payable - Credit Facility                                                       (40,024,517)(1)           (10,176,876)
  Other liabilities                                                                       (144,295)                 (133,271)
                                                                                  -----------------        ------------------
TOTAL NET ASSETS                                                                   $ 1,741,083,547           $ 1,620,229,805
                                                                                  -----------------        ------------------
</TABLE>
(1)  Short-term  investments  represent  temporary  investments  of  cash.  Such
     amounts  may  be  used  to  finance  the  Fund's   equity  in  real  estate
     investments,  to reduce outstanding borrowings under the Credit Facility or
     for the short-term liquidity needs of the Fund.

                                       16
<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  SEPTEMBER 30, 2003 COMPARED TO THE
QUARTER ENDED SEPTEMBER 30, 2002

PERFORMANCE  OF THE  FUND.1 The Fund's  total  return was 2.81% for the  quarter
ended  September  30, 2003.  This return  reflects an increase in the Fund's net
asset value per share from $75.04 to $77.15 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 2.65% over the same period.  The  performance  of the Fund
exceeded that of Tax-Managed  Growth  Portfolio (the Portfolio) by approximately
0.5% during the period.  Last year,  the Fund had a total return  performance of
-15.70%  for the quarter  ended  September  30,  2002.  This return  reflected a
decrease in the Fund's net asset  value per share from  $78.35 to $66.07  during
the period.  For comparison,  the S&P 500 had a total return of -17.27% over the
same  period.  The  performance  of the Fund  trailed  that of the  Portfolio by
approximately 0.6% during that period.

PERFORMANCE OF THE PORTFOLIO.  The total return of the Portfolio for the quarter
ended  September 30, 2003 was 2.35% compared to the 2.65% return achieved by the
S&P 500 over the same  period.  The modest gain posted by the S&P 500 during the
quarter is in sharp contrast to the worst broad market quarterly decline in this
decade that was  experienced  in the  quarter  ended  September  30,  2002.  The
Portfolio's  total return for the quarter ended  September 30, 2002 was -15.11%.
The encouraging  fiscal and monetary  policies,  resilient consumer spending and
positive earnings momentum  experienced through the first half of 2003 continued
during the third quarter and  contributed  to the market's  strength  during the
quarter, extending its gains for the year.

The performance of the Portfolio slightly trailed the performance of the S&P 500
during the quarter  ended  September 30, 2003  primarily due to the  Portfolio's
relatively  more  defensive  tilt  and  its  continued   underweighting  of  the
information  technology  sector.  Unlike  a  year  ago  when  it was  the  worst
performing sector,  information technology was by far the best performing sector
of the market during the quarter ended September 30, 2003.

During the quarter ended September 30, 2003, the Portfolio's  sector  allocation
remained very similar to last year's positioning relative to the market, with no
major  sector or industry  shifts.  Near the end of the  quarter  there was some
pause in the strong  momentum of higher  beta  stocks,  helping the  Portfolio's
relative performance.

The Portfolio's stock selection and underweighting of the  telecommunication and
health care  sectors  were  particularly  beneficial  during the  quarter  ended
September  30,  2003,  but were not  sufficient  to  offset  the  impact  of the
Portfolio's  underweighting of information  technology stocks. Boston Management
and Research (Boston Management),  the Portfolio's investment adviser,  remained
cautious  in  the  information  technology  and  telecommunications  sectors,  a
comparable underweight allocation from the same period a year ago.

PERFORMANCE OF REAL ESTATE  INVESTMENTS.  The Fund's real estate investments are
held through Belmar Realty Corporation (Belmar Realty), a controlled  subsidiary
of the Fund.  Real estate  investments  include a portfolio of  income-producing
preferred equity interests in operating partnerships (the Partnership Preference
Units) that are affiliated with real estate investment trusts and an interest in
a  real  estate  joint   venture  (the  Real  Estate  Joint   Venture)  that  is
majority-owned by Belmar Realty.

1    Past performance is no guarantee of future results.  Investment  return and
     principal value will fluctuate so that Fund 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.

                                       17
<PAGE>
During the quarters  ended  September 30, 2003 and  September  30, 2002,  Belmar
Realty  sold (or  experienced  scheduled  redemptions  of)  certain  Partnership
Preference   Units,   recognizing  gains  of  $14.5  million  and  $2.8  million
respectively,  on the  transactions  (including  sales to other investment funds
advised by Boston  Management).  At September 30, 2003, the estimated fair value
of the Fund's  Partnership  Preference  Units totaled $495.8 million compared to
$558.9  million at September  30, 2002, a decrease of $63.1 million or 11%. This
decrease in value was principally due to fewer Partnership Preference Units held
at  September  30,  2003.  The  per  unit  value  of the  remaining  Partnership
Preference  Units  also  declined  slightly  during  the  quarter.  The Fund saw
unrealized   depreciation  in  the  estimated  fair  value  of  its  Partnership
Preference  Units of  approximately  $12.2  million  during  the  quarter  ended
September 30, 2003 compared to unrealized  appreciation  of  approximately  $5.3
million during the quarter ended September 30, 2002.

Dividends  received  from  Partnership  Preference  Units for the quarter  ended
September  30, 2003  totaled  $10.7  million  compared to $12.5  million for the
quarter  ended  September  30,  2002,  a decrease  of $1.8  million or 14%.  The
decrease  was due to fewer  Partnership  Preference  Units being held during the
quarter ended September 30, 2003.

During the quarter ended September 30, 2003, real estate operations continued to
be impacted by weak  multifamily  market  fundamentals.  Rental income from real
estate  operations fell to $8.5 million for the quarter ended September 30, 2003
compared to $8.7 million for the quarter ended September 30, 2002, a decrease of
$0.2  million or 2%. This  decrease in rental  income  resulted  primarily  from
increased rent concessions or reduced apartment rental rates and lower occupancy
levels at properties owned by Belmar Realty's Real Estate Joint Venture, a trend
that has continued from 2002.

Property operating expenses totaled $4.5 million for the quarter ended September
30, 2003 compared to $4.4 million for the quarter  ended  September 30, 2002, an
increase of $0.1 million or 2% (property  operating  expenses are before certain
operating  expenses  of Belmar  Realty of  approximately  $1.3  million  for the
quarter ended September 30, 2003 and approximately  $1.4 million for the quarter
ended  September 30, 2002).  The increase in operating  expenses was principally
due to a 1%  decrease  in  property  and  maintenance  expenses  offset by a 17%
increase in property taxes and insurance expense.

Even though the U.S.  economy  showed  signs of  improvement  during the quarter
ended September 30, 2003, significant employment growth has not occurred in most
markets and low interest rates have contributed to the continued  development of
new properties. As a result, Boston Management, Belmar Realty's manager, expects
that real estate operating results for Belmar Realty's Real Estate Joint Venture
in 2003 will continue to be modestly below the levels of 2002.

At September 30, 2003,  the  estimated  fair value of the real  properties  held
through Belmar Realty was $188.6 million compared to $206.1 million at September
30,  2002, a decrease of $17.5  million or 8%. The  decrease in  estimated  real
property  values was due to declines in  near-term  earnings  expectations.  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  Belmar  Realty's
interest in the Real Estate Joint Venture) of approximately  $2.3 million during
the quarter ended September 30, 2003 compared to approximately  $10.2 million of
unrealized depreciation during the quarter ended September 30, 2002.

PERFORMANCE OF INTEREST RATE SWAP  AGREEMENTS.  For the quarter ended  September
30, 2003,  interest rate swap agreement values appreciated by approximately $7.8
million,  due to a slight  increase in swap rates and a shortening  of effective
maturities as the Fund's interest rate swap agreements  approached their initial
optional  termination dates. For the quarter ended September 30, 2002,  interest
rate swap  agreement  valuations  decreased  by $7.3 million due to a decline in
swap rates.

On October 1, 2003, new interest rate swap  agreements  were entered into to fix
the cost of a portion of Fund borrowings  under the Credit Facility  established
on June 30,  2003.  At the same time,  the Fund made  payments of  approximately
$26.8 million to terminate all interest rate swaps  outstanding  as of September
30, 2003, realizing a loss in that amount on the transactions. The realized loss
approximated the value of the positions on the books of the Fund. See "Liquidity
and  Capital  Resources"  below for a  description  of the Credit  Facility  and
interest rate swap agreements.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2003 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2002

PERFORMANCE  OF THE FUND. The Fund's total return was 13.09% for the nine months
ended  September  30, 2003.  This return  reflects an increase in the Fund's net
asset  value per share  from  $69.87 to $77.15 and a  distribution  of $1.70 per
share  during the  period.  For  comparison,  the S&P 500 had a total  return of
14.71% over the same period.  The  performance  of the Fund exceeded that of the
Portfolio by  approximately  2.4% during the period.  Last year,  the Fund had a

                                       18
<PAGE>
total  return  performance  of -24.40% for the nine months ended  September  30,
2002.  This return  reflected a decrease in the Fund's net asset value per share
from $87.37 to $66.07. For comparison, the S&P 500 had a total return of -28.15%
over the same period.  The performance of the Fund matched that of the Portfolio
for the nine months ended September 30, 2002.

PERFORMANCE  OF THE  PORTFOLIO.  The total return of the  Portfolio for the nine
months  ended  September  30,  2003 was 10.74%  compared  to the  14.71%  return
achieved by the S&P 500 over the same period.  The total return of the Portfolio
for the nine months ended September 30, 2002 was -24.40%.

The first  nine  months of 2003  remained  volatile,  but  markets  proved to be
resilient  achieving  impressive  returns.  War angst, a  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.  While
the first nine  months of 2003 also  witnessed  reduced  geopolitical  concerns,
higher consumer confidence and a strong housing market, concerns about inflation
and  unemployment  developed over the summer and early fall of 2003 and kept the
market and various sectors quite volatile.

The Portfolio's  performance trailed the overall market in the first nine months
of 2003,  mostly due to a lower exposure to higher beta and lower quality issues
that were the  strongest  price  performers  during this period.  The  Portfolio
maintained a pro-cyclical  stance  emphasizing  the consumer  discretionary  and
consumer  staples  sectors,  as it did in the first nine months of 2002.  Boston
Management continued to de-emphasize health care investments, a directional move
initiated last year which was positive for the Portfolio's relative returns.

During the first nine months of 2003, Boston  Management  continued to emphasize
industrial  company  investments,  especially  in the  airfreight  logistics and
aerospace defense areas.  Airfreight logistics and aerospace defense investments
have been helpful to the  Portfolio's  longer-term  record,  but detracted  from
results during the nine months ended September 30, 2003.

Lack of earnings visibility reinforced the Portfolio's cautious weighting in the
telecommunications   and   information   technology   sectors.   Both   of   the
aforementioned  sectors were de-emphasized  during the first nine months of last
year as well.  The  Portfolio's  underweight of the  telecommunication  services
sector during the nine months ended  September 30, 2003 continued to be positive
for the Portfolio.  Boston  Management  continued to underweight the Portfolio's
investments in the materials and utilities  sectors during the period, a similar
stance to last year's allocation.

PERFORMANCE OF REAL ESTATE  INVESTMENTS.  During the nine months ended September
30, 2003 and September 30, 2002,  Belmar Realty sold (or  experienced  scheduled
redemptions of) certain Partnership Preference Units, recognizing gains of $16.4
million and $5.1 million,  respectively, on the transactions (including sales to
other investment funds advised by Boston Management). At September 30, 2003, the
estimated fair value of the Fund's  Partnership  Preference Units totaled $495.8
million  compared to $558.9  million at September  30, 2002, a decrease of $63.1
million or 11%. The decrease in value was principally  due to fewer  Partnership
Preference Units held at September 30, 2003,  offset in part by increases in the
per unit  value of the  remaining  Partnership  Preference  Units held by Belmar
Realty.  This  appreciation  in per unit value resulted from declining  interest
rates and tighter spreads on real estate securities during the nine months ended
September 30, 2003. The Fund saw unrealized  appreciation  in the estimated fair
value of its Partnership  Preference Units of approximately $14.1 million during
the nine months ended September 30, 2003 compared to unrealized  appreciation of
approximately $26.3 million during the nine months ended September 30, 2002.

Dividends  received from Partnership  Preference Units for the nine months ended
September 30, 2003 totaled $35.3 million  compared to $39.6 million for the nine
months ended September 30, 2002, a decrease of $4.3 million or 11%. The decrease
was due to fewer Partnership  Preference Units being held during the nine months
ended September 30, 2003.

For the nine months ended  September  30, 2003,  rental  income from  properties
owned by Belmar  Realty's Real Estate Joint  Venture  decreased to $25.7 million
from $26.2  million for the nine months ended  September  30, 2002, a decline of
$0.5 million or 2%. Property  operating  expenses increased to $13.5 million for
the nine months ended  September 30, 2003 from $13.1 million for the nine months
ended September 30, 2002, an increase of $0.4 million or 3% (property  operating
expenses are before certain operating expenses of Belmar Realty of approximately
$3.9 million for the nine months ended September 30, 2003 and approximately $4.0
million for the nine months ended September 30, 2002). The increase in operating
expenses was due to a 4% increase in property and maintenance  expenses and a 2%
increase in property  taxes and insurance  expense  during the nine months ended
September 30, 2003. As in 2002,  real estate  operations  during the period were
affected by weak  multifamily  market  fundamentals  in most  regions with lower
occupancy levels and increased rent concessions.

                                       19
<PAGE>
At September 30, 2003,  the  estimated  fair value of the real  properties  held
through Belmar Realty was $188.6 million compared to $206.1 million at September
30, 2002, a decrease of $17.5 million or 8%. 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 investments of approximately $14.6 million during the nine
months  ended  September  30,  2003  compared  to  unrealized   depreciation  of
approximately $7.6 million during the nine months ended September 30, 2002.

PERFORMANCE  OF  INTEREST  RATE  SWAP  AGREEMENTS.  For the  nine  months  ended
September  30,  2003,   interest  rate  swap  agreement  values  appreciated  by
approximately  $21.0 million  compared to  depreciating  by  approximately  $8.1
million  for  the  nine  months  ended  September  30,  2002.  The  appreciation
recognized during 2003 is primarily due to a shortening of effective  maturities
as the Fund's interest rate swap agreements  approached  their initial  optional
termination dates. Swap rates did not change significantly during the nine-month
period ended September 30, 2003. The depreciation recognized for the nine months
ended September 30, 2002 was caused by declines in swap rates during the period.

LIQUIDITY AND CAPITAL RESOURCES

Effective June 30, 2003, the Fund  refinanced its then existing  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 $700.0  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 finance  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 Credit  Facility  includes 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 September  30,  2003,  outstanding
borrowings under the DrKW credit arrangement totaled $541.5 million.

The Credit Facility also includes a $118.5 million credit arrangement with MLMC,
including up to $10.0 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 September 30, 2003, there were no outstanding  borrowings under the
MLMC credit  arrangement and there were no amounts  outstanding under letters of
credit. The unused loan commitment amount totaled  approximately $118.5 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 real
estate investments and associated borrowings.  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  interest rate swap  agreements,  changes in
the  underlying  values of the  agreements  are recorded as unrealized  gains or
losses.  On October 1, 2003, new interest rate swap agreements were entered into
to fix a  portion  of the cost of Fund  borrowings  under  the  Credit  Facility
established  on June  30,  2003.  At the  same  time,  all  interest  rate  swap
agreements  outstanding  on September  30, 2003 were  terminated.  Under the new
interest  rate  swap  agreements  the  Fund  makes  periodic   payments  to  the
counterparty  at  predetermined  fixed  rates,  in  exchange  for  floating-rate
payments at a predetermined spread plus one-month LIBOR.

As of September  30, 2003 and September 30, 2002,  the  unrealized  depreciation
related to the interest rate swap agreements was approximately $26.1 million and
$52.4 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

                                       20
<PAGE>
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 fair 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.  The fair  value of an  investment
represents the amount at which Boston  Management  believes the investment could
be sold in a current transaction between willing parties, that is, other than in
a forced or liquidation sale.

In  estimating  the fair  value of Belmar  Realty's  investment  in  Partnership
Preference  Units,  Boston  Management takes into account all relevant  factors,
data and information,  including 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.  With respect to Belmar  Realty's other real estate
investments,  detailed investment valuations are based on independent valuations
that  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.  In determining  the fair value of interest rate
swap agreements,  Boston Management may consider, among other things, dealer and
counterparty quotes and pricing models.  Given that the valuation of real estate
investments  and  interest  rate  swap  agreements  includes  many  assumptions,
including but not limited to the assumption that the investment could be sold in
a current transaction  between willing parties,  that is, other than in a forced
or liquidation sale, values may differ from amounts ultimately realized.

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 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 swap  agreements  may be subject to wide  swings in
valuation  caused  principally by changes in interest rates.  Interest rate swap
agreements  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 that may be 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 that may be
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 that may be entered into by the Fund and changes in
the value of other real estate  investments  will cause the  performance  of the
Fund to deviate from the performance of the Portfolio.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

                                       21
<PAGE>
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 and Note 6
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 September 30,

<TABLE>
                                                                              Estimated
                         2004-2008       Thereafter          Total            Fair Vaue
-------------------------------------------------------------------------------------------
<S>                      <C>           <C>               <C>                <C>
Rate sensitive
liabilities:
------------------------
Long-term debt:
------------------------
Fixed-rate mortgages                   $161,502,581      $161,502,581       $182,000,000
Average interest rate                          8.50%             8.50%
------------------------
Variable-rate Credit
Facility                               $541,500,000      $541,500,000       $541,500,000
Average interest rate                          1.32%             1.32%
-------------------------------------------------------------------------------------------
Rate sensitive
derivative financial
instruments:
------------------------
Pay fixed / receive
variable interest rate
swap agreements(1)                     $388,668,000      $388,668,000       $         --
Average pay rate(1)                            4.54%             4.54%
Average receive rate(1)                        1.32%             1.32%

(1)  The terms disclosed are those of the interest rate swap agreements  entered
     into that are  effective  on  October  1,  2003.  See Note 5 to the  Fund's
     unaudited condensed  consolidated  financial statements in Item 1 above for
     the terms of the interest  rate swap  agreements in effect on September 30,
     2003 and  terminated  on October 1, 2003 as well as the loss  realized as a
     result of such termination.
-------------------------------------------------------------------------------------------
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: 8.31%                   $ 55,831,200      $ 55,831,200       $ 67,496,000

Camden Operating,
L.P., 8.50% Series B
Cumulative Redeemable
Perpetual Preferred
Units, Callable
2/23/04, Current
Yield: 8.39%                           $ 58,869,144      $ 58,869,144       $ 69,123,600

CP Limited
Partnership, 8.125%
Series A Cumulative
Redeemable Preferred
Units, Callable
4/20/03, Current
Yield: 8.04%                           $ 60,844,550      $ 60,844,550       $ 75,761,700

<PAGE>
Essex Portfolio, L.P.,
7.875% Series B
Cumulative Redeemable
Preferred Units,
Calalble 2/6/03,
Current Yield: 8.15%                   $ 11,997,050      $ 11,997,050       $ 15,701,465

Essex Portfolio, L.P.,
9.30% Series D
Cumulative Redeemable
Preferred Units,
Callable 7/28/04,
Current Yield: 9.04%                   $ 43,009,575      $ 43,009,575       $ 51,441,200

                                       22
<PAGE>
Essex Portfolio, L.P.,
9.125% Series C
Cumulative Redeemable
Preferred Units,
Callable 11/24/03,
Current Yield: 8.98%                   $  3,383,200      $  3,383,200       $  4,065,624

Kilroy Realty, L.P.,
8.075% Series A
Cumulative Redeemable
Preferred Units,
Callable 2/06/03,
Current Yield: 8.75%                   $  9,944,100      $  9,944,100       $ 12,456,369

Kilroy Realty, L.P.,
9.375% Series C
Redeemable Preferred
Units, Callable
11/24/03, Current
Yield: 9.46%                           $ 30,266,640      $ 30,266,640       $ 34,703,130

PSA Institutional
Partners, L.P., 9.50%
Series N Cumulative
Redeemable Perpetual
Preferred Units,
Callable 3/17/05,
Current Yield: 9.09%                   $ 64,418,165      $ 64,418,165       $ 66,736,600

Prentiss Properties
Acquisition Partners,
L.P., 8.30% Series B
Cumulative Redeemable
Perpetual Preferred
Units, Callable
6/25/03, Current
Yield: 8.45%                           $ 25,492,776      $ 25,492,776       $ 32,599,524

Regency Centers, L.P.,
9.125% Series D
Cumulative Redeemable
Preferred Units,
Callable 9/29/04,
Current Yield: 8.86%                   $ 12,924,525      $ 12,924,525       $ 15,441,000

Sun Communities
Operating L.P., 8.875%
Series A Cumulative
Redeemable Perpetual
Preferred Units,
Callable 9/29/04,
Current Yield: 8.83%                   $ 44,052,800      $ 44,052,800       $ 50,280,000
</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
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.

<PAGE>
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

                                       23
<PAGE>
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 September 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:

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.

                                       24
<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 November 10, 2003.


                                BELMAR CAPITAL FUND LLC



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

                                       25
<PAGE>
                                  EXHIBIT INDEX
                                  -------------

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

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

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

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

                                       26