UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2001 Commission File No. 0002-25767 ---------- Belair Capital Fund LLC ----------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-3404037 ------------- ---------- (State of organization) (I.R.S. Employer Identification No.) The Eaton Vance Building 255 State Street, Boston, Massachusetts 02109 - --------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number: 617-482-8260 ------------ None ---- Former Name, Former Address and Former Fiscal Year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO __ Page 1 of 22 Belair Capital Fund LLC Index to Form 10Q PART I - FINANCIAL INFORMATION Page Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Statements of Assets and Liabilities as of June 30, 2001 (Unaudited) and December 31, 2000 3 Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended June 30, 2001 and 2000 and for the Six Months Ended June 30, 2001 and 2000 4 Condensed Consolidated Statements of Changes in Net Assets (Unaudited) for the Six Months Ended June 30, 2001 and 2000 6 Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2001 and 2000 7 Notes to Condensed Consolidated Financial Statements as of June 30, 2001 (Unaudited) 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14 Item 3. Quantitative and Qualitative Disclosures About Market Risk 16 PART II - OTHER INFORMATION Item 1. Legal Proceedings 21 Item 2. Changes in Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 21 Item 4. Submission of Matters to a Vote of Security Holders 21 Item 5. Other Information 21 Item 6. Exhibits and Reports 21 SIGNATURES 22 2 PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - --------------------------------------------------- BELAIR CAPITAL FUND LLC Condensed Consolidated Statements of Assets and Liabilities June 30, 2001 December 31, (Unaudited) 2000 --------------------- ------------------- Assets: Investment in Belvedere Capital LLC $1,957,678,301 $2,132,795,139 Investment in real estate Partnership Preference Units 482,684,492 439,043,259 Investment in other real estate 326,392,896 157,812,925 Short-term investments 9,969,864 6,665,871 -------------------- ------------------- Total investments $2,776,725,553 $2,736,317,194 Cash 5,003,327 46,875,064 Dividends receivable 148,243 8,021,686 Deferred expenses 174,190 1,379,102 Escrow deposits - restricted 5,615,928 2,143,464 Swap interest receivable - 526,653 Other assets 303,992 286,469 -------------------- ------------------- Total assets $2,787,971,233 $2,795,549,632 -------------------- ------------------- Liabilities: Loan payable $ 663,000,000 $643,000,000 Mortgage payable, net of unamortized debt issuance costs 226,312,371 111,088,447 Payable for Fund Shares redeemed 3,619,443 - Open interest rate swap contracts, at value 14,540,921 4,834,653 Swap interest payable 2,246,266 - Security deposits 893,697 394,546 Accrued expenses: Interest expense 5,908,209 7,430,119 Accrued property taxes 1,859,509 659,702 Other accrued expenses and other liabilities 1,949,488 4,172,804 Minority interest in controlled subsidiaries 27,188,374 12,971,521 -------------------- ------------------- Total liabilities $ 947,518,278 $ 784,551,792 -------------------- ------------------- Net assets $1,840,452,955 $2,010,997,840 -------------------- ------------------- Shareholders' Capital -------------------- ------------------- Shareholders' capital $1,840,452,955 $2,010,997,840 -------------------- ------------------- Shares Outstanding 14,696,725 15,106,086 -------------------- ------------------- Net Asset Value and Redemption Price Per Share $125.23 $133.13 -------------------- ------------------- 3 BELAIR CAPITAL FUND LLC Condensed Consolidated Statements of Operations (Unaudited) Three Months Three Months Six Months Six Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2001 2000 2001 2000 ----------------- ------------------ ------------------ ----------------- Investment Income: Dividends allocated from Belvedere Capital $4,670,963 $4,805,694 $ 9,405,546 $9,793,831 (net of foreign taxes of $31,173, $48,532, $61,493 and $88,422, respectively) Interest allocated from Belvedere Capital 253,126 1,238,677 1,105,040 2,074,393 Expenses allocated from Belvedere Capital (2,959,093) (3,349,395) (6,026,592) (6,652,288) ----------------- ------------------ ------------------ ----------------- Net investment income allocated from Belvedere Capital $1,964,996 $2,694,976 $4,483,994 $5,215,936 Dividends from Partnership Preference Units 3,824,112 15,496,609 14,957,328 29,185,203 Rental income 8,438,058 - 14,417,923 - Interest 128,241 128,886 301,235 207,628 ----------------- ------------------ ------------------ ----------------- Total investment income $14,355,407 $18,320,471 $34,160,480 $34,608,767 ----------------- ------------------ ------------------ ----------------- Expenses: Investment advisory and administrative fees $1,775,246 $1,809,910 $3,513,958 $3,527,449 Property management fees 338,301 - 577,142 - Service fees 188,945 207,095 389,063 427,406 Interest expense on credit facility 8,614,967 12,762,520 18,984,326 23,798,763 Interest expense on mortgages 3,234,769 - 5,620,880 - Interest expense/(income) on swap contracts 2,804,879 (177,548) 3,540,740 94,232 Property and maintenance 2,073,858 - 3,536,915 - Property taxes and insurance 908,140 - 1,493,884 - Legal and accounting services 192,065 264,553 241,065 404,217 Amortization of deferred expenses 18,780 27,466 54,429 54,831 Custodian and transfer agent fees 39,231 65,895 54,044 80,139 Printing and postage 4,179 2,307 6,618 4,800 Miscellaneous 230,669 16,901 524,520 49,701 ----------------- ------------------ ------------------ ----------------- Total expenses $20,424,029 $14,979,099 $38,537,584 $28,441,538 ----------------- ------------------ ------------------ ----------------- Net investment income (loss) before minority interest in net income of controlled (6,068,622) 3,341,372 (4,377,104) 6,167,229 subsidiaries Minority interest in net income of controlled subsidiaries (174,292) - (190,043) - ----------------- ------------------ ------------------ ----------------- Net investment income (loss) $(6,242,914) $3,341,372 $(4,567,147) $6,167,229 ----------------- ------------------ ------------------ ----------------- Realized and Unrealized Gain (Loss) Net realized gain (loss) - Investment transactions from Belvedere Capital (identified cost basis) $(7,301,594) $16,445,271 $(1,257,901) $48,297,917 Investment transactions in Partnership Preference Units (identified cost basis) - (48,619) (1,142,610) (2,946,213) ----------------- ------------------ ------------------ ----------------- Net realized gain (loss) $(7,301,594) $16,396,652 $(2,400,511) $45,351,704 ----------------- ------------------ ------------------ ----------------- Change in unrealized appreciation (depreciation) - Investment in Belvedere Capital (identified cost basis) $110,600,345 $(33,067,459) $(144,544,220) $60,470,766 4 BELAIR CAPITAL FUND LLC Condensed Consolidated Statements of Operations (Unaudited) (Continued) Investments in Partnership Preference Units (identified cost basis) 12,236,705 12,313,512 44,783,843 (1,367,252) Interest rate swap contracts 4,461,941 (4,727,393) (9,706,268) 524,637 Investment in real property (net of minority interest in unrealized gain of controlled subsidiary of $75,597) (2,187,232) - (2,187,232) - ----------------- ------------------ ------------------ ----------------- Net change in unrealized appreciation (depreciation) $125,111,759 $(25,481,340) $(111,653,877) $59,628,151 ----------------- ------------------ ------------------ ----------------- Net realized and unrealized gain (loss) $117,810,165 $(9,084,688) $(114,054,388) $ 104,979,855 ----------------- ------------------ ------------------ ----------------- Net increase (decrease) in net assets from operations $111,567,251 $(5,743,316) $(118,621,535) $111,147,084 ================= ================== ================== ================= 5 BELAIR CAPITAL FUND LLC Condensed Consolidated Statements of Changes in Net Assets (Unaudited) Six Months Six Months Ended Ended June 30, 2001 June 30, 2000 ------------------- ------------------ Increase (Decrease) in Net Assets: Net investment income (loss) $ (4,567,147) $ 6,167,229 Net realized gain (loss) on investment transactions (2,400,511) 45,351,704 Net change in unrealized appreciation (depreciation) of investments (111,653,877) 59,628,151 ------------------- ------------------ Net increase (decrease) in net assets from operations $ (118,621,535) $ 111,147,084 ------------------- ------------------ Transactions in Fund Shares - Net asset value of Fund Shares redeemed $ (51,286,054) $ (89,640,998) ------------------- ------------------ Net decrease in net assets from Fund Share transactions $ (51,286,054) $ (89,640,998) ------------------- ------------------ Distributions to Shareholders Special distributions to Fund Shareholders $ - $ (5,104,441) Minority shareholders of controlled subsidiaries (637,296) - ------------------- ------------------ Total distributions to Shareholders $ (637,296) $ (5,104,441) ------------------- ------------------ Net increase (decrease) in net assets $ (170,544,885) $ 16,401,645 Net assets: Beginning of period $2,010,997,840 $2,094,369,753 ------------------- ------------------ End of period $1,840,452,955 $2,110,771,398 =================== ================== 6 BELAIR CAPITAL FUND LLC Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Six Months Ended Ended June 30, June 30, 2001 2000 ------------------ ------------------ Cash Flows From (For) Operating Activities - Net investment income (loss) $ (4,567,147) $ 6,167,229 Adjustments to reconcile net investment income (loss) to net cash flows used for operating activities - Amortization of deferred expenses 54,429 54,831 Amortization of debt issuance costs 87,104 - Net investment income allocated from Belvedere Capital (4,483,994) (5,215,936) (Increase) decrease in dividends receivable 7,873,443 (1,613,074) Increase (decrease) in interest payable for open swap contracts 2,772,919 (365,363) Increase in escrow deposits (317,545) - Increase in deferred expenses - (2,388,784) Increase in other assets (928,173) - Increase in accrued property taxes 1,199,807 - Increase (decrease) in accrued interest and operating expenses and other liabilities (5,239,147) 859,523 Increase (decrease) in minority interest (52,500) 159,500 Payments for investments in other real property (41,261,497) (33,988,289) Cash assumed in connection with acquisition of real estate investments 1,745,868 - Purchases of Partnership Preference Units (9,386,616) (101,895,368) Sales of Partnership Preference Units 9,386,616 12,733,012 Improvements to property (868,093) - Net (increase) decrease in investment in Belvedere Capital (9,529,159) 41,398,714 Increase in short-term investments (3,303,993) (5,855,757) Minority interest in net income of controlled subsidiaries 190,043 - ------------------ ------------------ Net cash flows used for operating activities $(56,627,635) $ (89,949,762) Cash Flows From (For) Financing Activities - Proceeds from loan $20,000,000 $ 126,000,000 Return of Capital (268,065) - Payments for Fund Shares redeemed (4,338,741) (24,955,530) Distributions paid (637,296) (4,012,689) -------------------------------------- Net cash flows from financing activities $14,755,898 $ 97,031,781 Net increase (decrease) in cash $(41,871,737) $ 7,082,019 Cash at beginning of period $46,875,064 $ 3,802,594 ------------------ ------------------ Cash at end of period $ 5,003,327 $ 10,884,613 ================== ================== 7 SUPPLEMENTAL DISCLOSURE AND NON-CASH INVESTING AND FINANCING ACTIVITIES- Change in unrealized appreciation of investments and open swap contracts $(111,653,877) $ 59,628,151 Interest paid for loan $ 21,159,340 $ 24,228,338 Interest paid for swap contracts $ 767,821 $ 459,595 Interest paid for mortgages $ 4,880,672 $ - Market value of securities distributed in payment of redemptions $ 43,327,870 $ 65,757,848 Market value of real property and other assets, net of current liabilities, contributed to Bel Residential $ - $158,305,656 Market value of real property and other assets, net of current liabilities, contributed to Katahdin $ 170,124,083 $ - Mortgage assumed in connection with the acquisition of real property $ 115,850,000 $112,630,517 8 BELAIR CAPITAL FUND LLC as of June 30, 2001 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1 Organization Belair Capital Fund LLC (Belair Capital) is a Massachusetts limited liability company established to offer diversification and tax-sensitive investment management to persons holding large and concentrated positions in equity securities of selected publicly-traded companies. The investment objective of Belair Capital is to achieve long-term, after-tax returns for Shareholders. Belair Capital pursues this objective primarily by investing indirectly in Tax-Managed Growth Portfolio (the Portfolio), a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended. The Portfolio is organized as a trust under the laws of the State of New York. Belair Capital maintains its investment in the Portfolio by investing in Belvedere Capital Fund Company LLC (Belvedere Capital), a separate Massachusetts limited liability company that invests exclusively in the Portfolio. The performance of Belair Capital and Belvedere Capital are directly and substantially affected by the performance of the Portfolio. Separate from its investment in the Portfolio through Belvedere Capital, Belair Capital invests in real estate assets including income-producing preferred equity interests in real estate operating partnerships (Partnership Preference Units) affiliated with publicly-traded real estate investment trusts (REITs) and interests in controlled real property subsidiaries. During the six months ended June 30, 2001, Belair Realty Corporation (BREC) purchased a majority interest in Katahdin Property Trust, LLC (Katahdin). Katahdin owns six multi-family residential properties located in five states (Florida, North Carolina, New Mexico, Texas and Washington). BREC owns Class A units of Katahdin, representing approximately 75% of equity interest in Katahdin, and a minority shareholder owns Class B units, representing approximately 25% of the equity interest in Katahdin. The equity interest of the Katahdin minority shareholder is recorded as a minority interest on the Consolidated Statement of Assets and Liabilities. The primary distinction between the two classes of shares is the distribution priority and the voting rights. BREC has priority in distributions and has greater voting rights than the holder of Class B units. The accompanying condensed consolidated financial statements of Belair Capital include the accounts of BREC, Bel Residential Properties Trust (Bel Residential) and Katahdin (collectively, the Fund). All material intercompany accounts and transactions have been eliminated. 2 Interim Financial Statements The condensed consolidated interim financial statements of Belair Capital Fund and subsidiaries as of June 30, 2001 and June 30, 2000 and for the six months ended June 30, 2001 and June 30, 2000 have been prepared by the Fund, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believes that the disclosures are adequate to present fairly the financial position, results of operations and cash flows at the dates and for the periods presented. It is suggested that these interim financial statements be read in conjunction with 9 the financial statements and the notes thereto included in the Fund's latest annual report on Form 10-K. Results for the interim period are not necessarily indicative of those to be expected for the full fiscal year. Reclassifications have been made to the prior period's financial statements to conform to the current period's presentation. 3 Investment Transactions Increases and decreases of the Fund's investment in Belvedere Capital for the six months ended June 30, 2001 aggregated $68,831,528 and $102,630,239, respectively, and for the six months ended June 30, 2000 aggregated $14,761,240 and $121,917,802, respectively. Purchases and sales of Partnership Preference Units aggregated $9,386,616 and $9,386,616, respectively, for the six months ended June 30, 2001 and $101,895,368 and $12,733,012, respectively, for the six months ended June 30, 2000. For the six months ended June 30, 2001, acquisitions of other real property aggregated $41,261,497. For the six months ended June 30, 2000, acquisitions of other real property aggregated $33,988,289. Purchases and sales of Partnership Preference Units during the six months ended June 30, 2001 and June 30, 2000 include amounts purchased from and sold to other funds sponsored by Eaton Vance Management (EVM). 4 Indirect Investment in Portfolio Belvedere Capital's interest in the Portfolio at June 30, 2001 was $9,970,047,835, representing 54.6% of the Portfolio's net assets and at June 30, 2000 was $8,894,702,269 representing 52.4% of the Portfolio's net assets. The Fund's investment in Belvedere Capital at June 30, 2001 was $1,957,678,301 representing 19.6% of Belvedere Capital's net assets and at June 30, 2000 was $2,234,901,756, representing 25.1% of Belvedere Capital's net assets. Investment income allocated to Belvedere Capital from the Portfolio for the six months ended June 30, 2001 totaled $50,467,696, of which $10,510,586 was allocated to the Fund. Investment income allocated to Belvedere Capital from the Portfolio for the six months ended June 30, 2000 totaled $43,951,952, of which $11,868,224 was allocated to the Fund. Expenses allocated to Belvedere Capital from the Portfolio for the six months ended June 30, 2001 totaled $21,587,638, of which $4,485,806 was allocated to the Fund. Expenses allocated to Belvedere Capital from the Portfolio for the six months ended June 30, 2000 totaled $18,388,926, of which $4,961,380 was allocated to the Fund. Belvedere Capital allocated additional expenses to the Fund of $1,540,786 for the six months ended June 30, 2001, representing $35,411 of operating expenses and $1,505,375 of service fees. Belvedere Capital allocated additional expenses to the Fund of $1,690,908 for the six months ended June 30, 2000, representing $47,926 of operating expenses and $1,642,982 of service fees (Note 8). A summary of the Portfolio's Statement of Assets and Liabilities, at June 30, 2001, December 31, 2000 and June 30, 2000 and its operations for the six months ended June 30, 2001, the year ended December 31, 2000 and the six months ended June 30, 2000 follows: 10 June 30, December 31, June 30, 2001 2000 2000 -------------------- ------------------------ --------------------- Investments, at value $18,239,311,489 $18,318,105,043 $16,968,560,668 Other Assets 19,932,030 251,324,504 129,856,981 - ----------------------------------- -------------------- ------------------------ --------------------- Total Assets $18,259,243,519 $18,569,429,547 $17,098,417,649 Total Liabilities 463,366 184,360,662 122,641,585 - ----------------------------------- -------------------- ------------------------ --------------------- Net Assets $18,258,780,153 $18,385,068,885 $16,975,776,064 =================================== ==================== ======================== ===================== Dividends and interest $93,075,546 $189,740,537 $85,182,083 - ----------------------------------- -------------------- ------------------------ --------------------- Investment adviser fee $38,822,203 $73,317,616 $34,563,622 Other expenses 959,382 2,500,093 1,049,805 - ----------------------------------- -------------------- ------------------------ --------------------- Total expenses $39,781,585 $75,817,709 $35,613,427 - ----------------------------------- -------------------- ------------------------ --------------------- Net investment income $53,293,961 $113,922,828 $49,568,656 Net realized gains (losses) (12,705,834) 196,962,539 345,517,898 Net change in unrealized gains (losses) (1,238,423,587) 141,360,943 429,187,549 - ----------------------------------- -------------------- ------------------------ --------------------- Net increase (decrease) in net assets from operations $(1,197,835,460) $452,246,310 $824,274,103 - ----------------------------------- -------------------- ------------------------ --------------------- 5 Rental Property The average occupancy rate for real property held by Bel Residential, consisting of 2,681 residential units, was approximately 96% at June 30, 2001 and approximately 95% at December 31, 2000. The fair value of real property owned by the Fund through Bel Residential at June 30, 2001 and December 31, 2000 is as follows: June 30, 2001 December 31, 2000 ------------- ----------------- Land $ 23,565,000 $ 23,565,000 Buildings, improvements and other assets 135,370,000 134,247,925 -------------------- ------------------------ Fair value $ 158,935,000 $ 157,812,925 -------------------- ------------------------ The average occupancy rate for real property held by Katahdin, consisting of 2,476 residential units, was approximately 95% at June 30, 2001. The fair value of real property owned by the Fund through Katahdin at June 30, 2001 is as follows: June 30, 2001 --------------------- Land $ 26,441,627 Buildings, improvements and other assets 141,016,269 -------------------- Fair value $ 167,457,896 -------------------- 6 Cancelable Interest Rate Swap Agreements The Fund has entered into cancelable interest rate swap agreements in connection with its real estate investments and the associated borrowings. Under such agreements, the Fund has agreed to make periodic payments at fixed rates in exchange for payments at floating rates. The notional or contractual amounts of these instruments may not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these investments is meaningful only when considered in conjunction with all related assets, liabilities and agreements. As of June 30, 2001 and December 31, 2000, the Fund has entered into cancelable interest rate swap agreements with Merrill Lynch Capital Services, Inc. 11 Unrealized Unrealized Notional Initial Appreciation/ Appreciation/ Amount Optional (Depreciation) (Depreciation) Effective (000's Fixed Floating Termination Maturity At June 30, 2001 At December 31, Date omitted) Rate Rate Date Date (Unaudited) 2000 - ---------------------------------------------------------------------------------------------------------------------------------- 2/98 120,000 6.715% Libor+.45% 2/03 2/05 $ (1,735,720) $158,467 4/98 50,000 6.84% Libor+.45% 2/03 2/05 (875,367) (105,708) 4/98 150,000 6.835% Libor+.45% 4/03 4/05 (2,507,260) (413,833) 6/98 20,000 6.67% Libor+.45% 6/03 2/05 (311,870) 1,994 6/98 75,000 6.68% Libor+.45% 6/03 2/05 (1,189,020) (14,230) 6/98 80,000 6.595% Libor+.45% 6/03 2/05 (1,090,686) 181,644 11/98 14,709 6.13% Libor+.45% 11/03 2/05 (34,526) 210,991 2/99 34,951 6.34% Libor+.45% 2/04 2/05 (326,566) 221,768 4/99 5,191 6.49% Libor+.45% 2/04 2/05 (70,489) 6,770 7/99 24,902 7.077% Libor+.45% 7/04 2/05 (840,246) (524,587) 9/99 10,471 7.37% Libor+.45% 9/04 2/05 (461,379) (341,770) 3/00 19,149 7.89% Libor+.45% 2/04 2/05 (1,018,033) (809,750) 3/00 70,000 7.71% Libor+.45% - 2/05 (4,079,759) (3,406,409) - ---------------------------------------------------------------------------------------------------------------------------------- Total $(14,540,921) $(4,834,653) - ---------------------------------------------------------------------------------------------------------------------------------- 7 Debt A Mortgages - Rental property held by the Fund is financed through various mortgages issued to real estate subsidiaries. Mortgages payable are reported on the Condensed Consolidated Statement of Assets and Liabilities net of unamortized debt issuance costs. A description of the mortgages issued to each of the real estate subsidiaries, excluding debt issuance costs, is as follows: Real property held by Bel Residential is financed through a loan secured by cross-collateralized first mortgage liens on such real property. The balances at June 30, 2001 and December 31, 2000, excluding unamortized debt issuance costs, are as follows: Monthly Annual Interest Balance at Balance at Maturity Date Interest Rate Payment* June 30, 2001 December 31, 2000 - ------------- ------------- -------- ------------- ----------------- May 1, 2010 8.33% $781,844 $112,630,517 $112,630,517 *Mortgage provides for monthly payments of interest only through May 1, 2010, with the entire principal balance due on May 1, 2010. Real property held by Katahdin is financed through a mortgage loan secured by the six real properties. The balance at June 30, 2001, excluding unamortized debt issuance costs, is as follows: 12 Monthly Annual Interest Balance at Maturity Date Interest Rate Payment* June 30, 2001 - ------------- ------------- -------- ------------- June 1, 2011 6.765% $653,104 $115,850,000 *Mortgage provides for monthly payments of interest only through June 1, 2010, with the entire principal balance due on June 1, 2011. B Credit Facility -- Belair Capital has obtained a $790,000,000 credit facility (the Credit Facility) with a term of seven years from Merrill Lynch International Bank Limited. Belair Capital's obligations under the Credit Facility are secured by a pledge of its assets, excluding the assets of Bel Residential and Katahdin. Interest on borrowed funds is based on the prevailing LIBOR rate for the respective interest period plus a spread of 0.45% per annum. Belair Capital may borrow for interest periods of one month to five years. In addition, Belair Capital pays a commitment fee at a rate of 0.10% per annum on the unused amount of the loan commitment. Borrowings under the Credit Facility have been used to purchase qualifying assets, pay selling commissions and organizational expenses, and to provide for the short-term liquidity needs of the Fund. Additional borrowings under the Credit Facility may be made in the future for these purposes. At June 30, 2001 and December 31, 2000, amounts outstanding under the Credit Facility totaled $663,000,000 and $643,000,000, respectively. 8 Management Fee and Other Transactions with Affiliates The Fund and the Portfolio have engaged Boston Management and Research (BMR), a wholly-owned subsidiary of EVM, as investment adviser. Under the terms of the advisory agreement with the Portfolio, BMR receives a monthly fee of 5/96 of 1% (0.625% annually) of the average daily net assets of the Portfolio up to $500,000,000 and at reduced rates as daily net assets exceed that level. For the six months ended June 30, 2001 and June 30, 2000 the advisory fee applicable to the Portfolio was 0.44% (annualized) of average daily net assets. Belvedere Capital's allocated portion of the advisory fee was $21,066,909 of which $4,384,988 was allocated to the Fund for the six months ended June 30, 2001, and $17,845,464 of which $4,806,934 was allocated to the Fund, for the six months ended June 30, 2000. In addition, Belair Capital pays BMR a monthly advisory and administrative fee of 1/20 of 1% (0.60% annually) of the average daily gross investment assets of Belair Capital (including the value of all assets of Belair Capital other than Belair Capital's investment in BREC, minus the sum of Belair Capital's liabilities other than the principal amount of money borrowed) and BREC pays BMR a monthly management fee at a rate of 1/20th of 1% (equivalent to 0.60% annually) of the average daily gross investment assets of BREC (which consist of all assets of BREC minus the sum of BREC's liabilities other than the principal amount of money borrowed. For this purpose, the assets and liabilities of BREC's controlled subsidiaries are reduced by the proportionate interests therein of investors other than BREC). The advisory fee payable by the Portfolio with respect to Belair Capital's indirect investment in the Portfolio is credited toward Belair Capital's advisory and administrative fee payment. For the six months ended June 30, 2001 and June 30, 2000, the advisory fee paid or accrued to BMR by the Fund, less the Fund's allocated share of the Portfolio's advisory fee, totaled $3,513,958 and $3,527,449, respectively. EVM serves as manager of Belair Capital and receives no separate compensation for services provided in such capacity. 13 Pursuant to a servicing agreement between Belvedere Capital and Eaton Vance Distributors, Inc. (EVD), Belvedere Capital pays a servicing fee to EVD for providing certain services and information to Shareholders. The servicing fee is paid on a quarterly basis at an annual rate of 0.15% of Belvedere Capital's average daily net assets and totaled $7,248,420 and $6,089,747 for the six months ended June 30, 2001 and June 30, 2000, respectively, of which $1,505,375 and $1,642,982, respectively, was allocated to Belair Capital. Pursuant to a servicing agreement between Belair Capital and EVD, Belair Capital pays a servicing fee to EVD on a quarterly basis at an annual rate of 0.20% of Belair Capital's average daily net assets, less Belair Capital's allocated share of the servicing fee payable by Belvedere Capital. For the six months ended June 30, 2001 and June 30, 2000, the servicing fee paid directly by Belair Capital totaled $389,063 and $427,406, respectively. Of the amounts allocated to and incurred by the Fund, for the three months ended June 30, 2001 and June 30, 2000, $1,894,438 and $2,066,178, respectively, were paid to subagents. An affiliate of the Bel Residential minority shareholder, provides day-to-day management of Bel Residential pursuant to a management agreement. The management agreement provides for a management fee and allows for reimbursement of payroll expenses incurred by the manager for managing the properties owned by Bel Residential. For the six months ended June 30, 2001, Bel Residential paid or accrued management fees amounting to $480,578. There were no management fees paid or accrued by Bel Residential for the six months ended June 30, 2000. An affiliate of the Katahdin minority shareholder, provides day-to-day management of Katahdin pursuant to a management agreement. The management agreement provides for a management fee and allows for reimbursement of payroll expenses incurred by the manager for managing the properties owned by Katahdin. For the period from inception, May 23, 2001 to June 30, 2001, Katahdin paid or accrued management fees amounting to $96,564. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Increases and decreases in Belair Capital Fund LLC's (the Fund) net asset value per share are derived from net investment income and realized and unrealized gains and losses on the Fund's interest through Belvedere Capital Fund Company LLC (Belvedere Capital) in Tax-Managed Growth Portfolio (the Portfolio), real estate investments held through its subsidiary, Belair Real Estate Corporation (BREC) and any direct investments of the Fund. Expenses of the Fund include its pro-rata share of the expenses of Belvedere Capital, and indirectly the Portfolio, as well as the actual and accrued expenses of the Fund and BREC, including its subsidiaries Bel Residential Properties Trust (Bel Residential) and Katahdin Property Trust, LLC (Katahdin). The Fund's most significant expense is interest incurred on borrowings incurred in connection with its real estate investments. The Fund's realized and unrealized gains and losses on investments are based on its allocated share of the realized and unrealized gains and losses of Belvedere Capital, and indirectly, the Portfolio, as well as realized and unrealized gains and losses on investments in real estate through BREC. The realized and unrealized gains and losses on investments have the most significant impact on the Fund's net asset value per share and result from sales of such investments and changes in their underlying value. The investments of the Portfolio consist primarily of common stocks of domestic and foreign growth companies that are considered to be high in quality and attractive in their long-term investment prospects. Because the securities holding of the Portfolio are broadly diversified, the performance of the Portfolio cannot be attributed to one particular stock or one particular industry or market sector. The performance of the Portfolio and the Fund are substantially influenced by the overall performance of the United States stock market, as well as by the 14 relative performance versus the overall market of specific stocks and classes of stocks in which the Portfolio maintains large positions. Through the impact of interest rates on the valuation of the Fund's investments in income-producing preferred equity interests in real estate operating partnerships (Partnership Preference Units) through BREC and its positions in interest rate swap agreements, the performance of the Fund is also affected by movements in interest rates, and particularly, changes in credit spread relationships. On a combined basis, the Fund's Partnership Preference Units and interest rate swaps generally decline in value when credit spreads widen (as fixed income markets grow more risk-averse) and generally increase in value when credit spreads tighten. RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2001 AND THE SIX MONTHS ENDED JUNE 30, 2001 The Fund achieved total return performance of 6.3% for the quarter ended June 30, 2001. This return reflects an increase in the Fund's net asset value per share from $117.79 to $125.23. For comparison, the S&P 500, an unmanaged index of large capitalization stocks commonly used as a benchmark for the U.S. equity market, had a total return of 5.9% over the same period. During the second quarter of 2001, the U.S. equity market rallied from the lows reached in March. The recovery was uneven, and tailed off toward the end of the quarter. The best performing market sector in the quarter was technology, followed by basic materials and financials. The bounce in technology stocks was driven by aggressive investors making the bet that the bottom in industry fundamentals must be near, though few signs of such a bottoming have emerged. Financial and other interest-sensitive stocks benefited from the continuing activity of the Federal Reserve to lower short-term interest rates. In the first six months of 2001, the benchmark federal funds rate was lowered six times, by a total of 2.75%. Market sentiment also benefited from the June enactment of the Bush Administration's tax relief program. But worries about weakness in the economy and a collapse in corporate profits continued to weigh upon the market. In this environment of halting recovery, the performance of the Portfolio fell modestly below that of the overall market. The Fund was able to outperform both the Portfolio and the S&P 500 due to the incremental returns derived from the Fund's real estate investments. The U.S. real estate market remains in good balance despite widespread weakness in the general economy. The Fund achieved total return performance of -5.9% for the six months ended June 30, 2001. This return reflects a decrease in the Fund's net asset value per share from $133.13 to $125.23. For comparison, the S&P 500, an unmanaged index of large capitalization stocks commonly used as a benchmark for the U.S. equity market, had a total return of -6.7% over the same period. During the first half of 2001, the U.S. equity market continued the weak performance pattern prevalent since early 2000. After bottoming in March, the market rallied strongly before tailing off again toward the end of the second quarter. The best performing market sector in the six-month period was consumer cyclicals, and especially retail stocks, which recovered strongly from depressed levels at year-end 2000. The weakest performing market sectors were technology 15 and healthcare. The market suffered from a weakening economic outlook, a collapse in corporate profits and valuation levels that remain high by historical standards. These negative effects were partly mitigated by the continuing activity of the Federal Reserve to lower short-term interest rates. In the first half of 2001, the benchmark federal funds rate was lowered six times, by a total of 2.75%. Market sentiment also benefited from the June enactment of the Bush Administration's tax relief program. In this period of market weakness and halting recovery, the performance of the Portfolio fell modestly below that of the overall market. The Fund was able to outperform both the Portfolio and the S&P 500 due to the incremental returns derived from the Fund's real estate investments. The U.S. real estate market remains in good balance despite widespread weakness in the general economy. Liquidity and Capital Resources As of June 30, 2001, the Fund had outstanding borrowings of $663.0 million under the credit facility (the Credit Facility) established with Merrill Lynch International Bank Limited, the term of which extends until February 6, 2005. The Fund has available under the Credit Facility $127.0 million to meet short-term liquidity needs and for other purposes. The Fund may redeem shares of Belvedere Capital at any time. Both Belvedere Capital and the Portfolio follow the practice of normally meeting redemptions by distributing securities drawn from the Portfolio. Belvedere Capital and the Portfolio may also meet redemptions by distributing cash. As of June 30, 2001, the Portfolio had cash and short-term investments totaling $181.8 million. The Portfolio participates in a $150 million multi-fund unsecured line of credit agreement with a group of banks. The Portfolio may temporarily borrow from the line of credit to satisfy redemption requests in cash or to settle investment transactions. The Portfolio had no outstanding borrowings under the $150 million line of credit at June 30, 2001, and, as of that date, the net assets of the Portfolio totaled $18,258.8 million. To ensure liquidity for investors in the Portfolio, the Portfolio may not invest more than 15% of its net assets in illiquid assets. As of June, 2001, restricted securities, which are considered illiquid, constituted 2.0% of the net assets of the Portfolio. The Partnership Preference Units held by BREC are not registered under the Securities Act of 1933 (the Securities Act) and are subject to substantial restrictions on transfer. As such, they are considered illiquid. BREC's investments in real estate apart from Partnership Preference Units are also considered illiquid. Bel Residential and Katahdin have been structured as investments of at least ten years, at which time a buy/sell mechanism may offer a measure of liquidity to both BREC and its minority shareholders. Redemptions of Fund shares are met primarily by distributing securities drawn from the Portfolio, although cash may also be distributed. Shareholders generally do not have the right to receive the proceeds of Fund redemptions in cash. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS The value of Fund Shares may not increase or may decline. The performance of the Fund fluctuates. There can be no assurance that the performance of the Fund will match that of the United States stock market or that of other equity funds. In 16 managing the Portfolio for long-term, after-tax returns, the Portfolio's investment adviser generally seeks to avoid or minimize sales of securities with large accumulated capital gains, including contributed securities. Such securities constitute a substantial portion of the assets of the Portfolio. Although the Portfolio may utilize certain management strategies in lieu of selling appreciated securities, the Portfolio's, and hence the Fund's, exposure to losses during stock market declines may nonetheless be higher than that of funds that do not follow a general policy of avoiding sales of highly-appreciated securities. The Portfolio invests in securities issued by foreign companies and the Fund may acquire foreign investments. Foreign investments involve considerations and possible risks not typically associated with investing in the United States. The value of foreign investments to U.S. investors may be adversely affected by changes in currency rates. Foreign brokerage commissions, custody fees and other costs of investing are generally higher than in the United States, and foreign investments may be less liquid, more volatile and more subject to government regulation than in the United States. Foreign investments could be adversely affected by other factors not present in the United States, including expropriation, confiscatory taxation, lack of uniform accounting and auditing standards, armed conflict, and potential difficulty in enforcing contractual obligations. Risks of Certain Investment Techniques - -------------------------------------- In managing the Portfolio, the investment adviser may purchase or sell derivative instruments (which derive their value by reference to other securities, indices, instruments, or currencies) to hedge against securities price declines and currency movements and to enhance returns. Such transactions may include, without limitation, the purchase and sale of stock index futures contracts and options on stock index futures; the purchase of put options and the sale of call options on securities held; equity swaps; and the purchase and sale of forward currency exchange contracts and currency futures. The Portfolio may make short sales of securities provided that an equal amount is held of the security sold short (a covered short sale) and may also lend portfolio securities. The use of these investment techniques is a specialized activity that may be considered speculative and which can expose the Fund and the Portfolio to significant risk of loss. Successful use of these investment techniques is subject to the ability and performance of the investment adviser. The Fund's and the Portfolio's ability to meet their investment objectives may be adversely affected by the use of these techniques. The writer of an option or a party to an equity swap may incur losses that substantially exceed the payments, if any, received from a counterparty. Swaps, caps, floors, collars and over-the-counter options are private contracts in which there is also a risk of loss in the event of a default on an obligation to pay by the counterparty. Such instruments may be difficult to value, may be illiquid and may be subject to wide swings in valuation caused by changes in the price of the underlying security, index, instrument or currency. In addition, if the Fund or the Portfolio has insufficient cash to meet margin, collateral or settlement requirements, it may have to sell assets to meet such requirements. Alternatively, should the Fund or the Portfolio fail to meet these requirements, the counterparty or broker may liquidate positions of the Fund or the Portfolio. The Portfolio may also have to sell or deliver securities holdings in the event that it is not able to purchase securities on the open market to cover its short positions or to close out or satisfy an exercise notice with respect to options positions it has sold. In any of these cases, such sales may be made at prices or in circumstances that the investment adviser considers unfavorable. 17 The Portfolio's ability to utilize covered short sales, certain equity swaps and certain equity collar strategies (combining the purchase of a put option and the sale of a call option) as a tax-efficient management technique with respect to holdings of appreciated securities is limited to circumstances in which the hedging transaction is closed out within thirty days of the end of the Portfolio's taxable year and the underlying appreciated securities position is held unhedged for at least the next sixty days after such hedging transaction is closed. There can be no assurance that counterparties will at all times be willing to enter into covered short sales, interest rate hedges, equity swaps and other derivative instrument transactions on terms satisfactory to the Fund or the Portfolio. The Fund's and the Portfolio's ability to enter into such transactions may also be limited by covenants under the Fund's revolving securitization facility, the federal margin regulations and other laws and regulations. The Portfolio's use of certain investment techniques may be constrained because the Portfolio is a diversified, open-end management investment company registered under the Investment Company Act of 1940 and because other investors in the Portfolio are regulated investment companies under Subchapter M of the Internal Revenue Code. Moreover, the Fund and the Portfolio are subject to restrictions under the federal securities laws on their ability to enter into transactions in respect of securities that are subject to restrictions on transfer pursuant to the Securities Act. Interest Rate Risk - ------------------ The Fund's primary exposure to interest rate risk arises from investments in real estate that are financed with floating rate bank borrowings. The interest rate on borrowings under the Fund's Credit Facility is reset at regular intervals based on a fixed and predetermined premium to LIBOR for short-term extensions of credit. The Fund utilizes cancelable interest rate swap agreements to fix the cost of its borrowings over the term of the Credit Facility and to mitigate the impact of interest rate changes on the Fund's net asset value. Under the terms of the interest rate swap agreements, the Fund makes cash payments at fixed rates in exchange for floating rate payments that fluctuate with three-month LIBOR. The interest rate swap agreements are valued on an ongoing basis by the investment adviser. In the future, the Fund may use other interest rate hedging arrangements (such as caps, floors and collars) to fix or limit borrowing costs. The use of interest rate hedging arrangements is a specialized activity that may be considered speculative and which can expose the Fund to significant loss. The following table summarizes the contractual maturities and weighted-average interest rates associated with the Fund's significant non-trading financial instruments. The Fund has no market risk sensitive instruments held for trading purposes. This information should be read in conjunction with Notes 6 and 7 to the condensed consolidated financial statements. Interest Rate Sensitivity Principal (Notional) Amount by Contractual Maturity For the Twelve Months Ended June 30, 2002 2003 2004 2005 2006 Thereafter Total Fair Value -------- -------- -------- -------------- -------- -------------- --------------- -------------- Rate sensitive liabilities: - --------------------- Long term debt- variable rate $663,000,000 $663,000,000 $663,000,000 Credit Facility Average interest rate 4.29% 4.29% Rate sensitive derivative financial instruments: - --------------------- Pay fixed/ Receive variable interest rate swap contracts $674,373,000 $674,373,000 $(14,540,921) Average pay rate 6.86% 6.86% Average receive rate 4.29% 4.29% 18 Risks of Investing in Qualifying Assets and Leverage - ---------------------------------------------------- The success of BREC's real estate investments depends in part on many factors related to the real estate market. These factors include, without limitation, general economic conditions, the supply and demand for different types of real properties, the financial health of tenants, the timing of lease expirations and terminations, fluctuations in rental rates and operating costs, exposure to adverse environmental conditions and losses from casualty or condemnation, interest rates, availability of financing, managerial performance, government rules and regulations, and acts of God (whether or not insured against). Partnership Preference Units also depend upon factors relating to the issuing partnerships that may affect such partnerships' profitability and their ability to make distributions to holders of Partnership Preference Units. BREC's investments in interests in real estate joint ventures (Real Estate Joint Ventures) may be influenced by decisions which the principal minority investor in each Real Estate Joint Venture (the Operating Partner) may make on behalf of the property owned thereby and potential changes in the specific real estate sub-markets in which the properties are located. The debt of each Real Estate Joint Venture is fixed-rate, secured by the underlying properties and with limited recourse to BREC. However, changes in interest rates, the availability of financing and other financial conditions can have a material impact on property values and therefore on the value of BREC's equity interest. There can be no assurance that BREC's ownership of real estate investments will be an economic success. Moreover, the success of any Real Estate Joint Venture investment depends in large part upon the performance of the Operating Partner. Operating Partners will be subject to substantial conflicts of interest in structuring, operating and winding up the Real Estate Joint Ventures. Operating Partners will have an economic incentive to maximize the prices at which they sell properties to Real Estate Joint Ventures and to minimize the prices at which they acquire properties from Real Estate Joint Ventures. Operating Partners may devote greater attention or more resources to managing their wholly-owned properties than properties held by Real Estate Joint Ventures. Future investment opportunities identified by Operating Partners will more likely be pursued independently, rather than through, the Real Estate Joint Ventures. Financial difficulties encountered by Operating Partners in their other businesses may interfere with the operations of Real Estate Joint Ventures. Although intended to add to returns, the borrowing of funds to purchase real estate investments exposes the Fund to the risk that the returns achieved on the real estate investments will be lower than the cost of borrowing to purchase such assets and that the leveraging of the Fund to buy such assets will therefore diminish the returns to be achieved by the Fund as a whole. In addition, there is a risk that the availability of financing will be interrupted at some future time, requiring the Fund to sell assets to repay outstanding 19 borrowings or a portion thereof. It may be necessary to make such sales at unfavorable prices. The Fund's obligations under the Credit Facility are secured by a pledge of its assets. In the event of default, the lender could elect to sell assets of the Fund without regard to consequences of such action for Shareholders. The rights of the lender to receive payments of interest on and repayments of principal of borrowings is senior to the rights of the Shareholders. Under the terms of the Credit Facility, the Fund is not permitted to make distributions of cash or securities while there is outstanding an event of default under the Credit Facility. During such periods, the Fund would not be able to honor redemption requests or make cash distributions. The valuations of Partnership Preference Units held by the Fund through its investment in BREC fluctuate over time to reflect, among other factors, changes in interest rates, changes in the perceived riskiness of such units (including call risk), changes in the perceived riskiness of comparable or similar securities trading in the public market and the relationship between supply and demand for comparable or similar securities trading in the public market. Increases in interest rates and increases in the perceived riskiness of such units or comparable or similar securities will adversely affect the valuation of the Partnership Preference Units. The ongoing value of BREC's investments in Real Estate Joint Ventures will be substantially uncertain. BREC's investments in Real Estate Joint Ventures generally will be stated at estimated market value based on independent valuations, assuming an orderly disposition of assets. Detailed investment evaluations will be performed annually and reviewed periodically. Interim valuations will reflect results of operations and distributions, and may be adjusted to reflect significant changes in economic circumstances since the most recent independent evaluation. Fluctuations in the value of real estate investments derived from changes in general interest rates can be expected to be offset in part (but not entirely) by changes in the value of interest rate swap agreements or other interest rate hedges entered into by the Fund with respect to its borrowings under the Credit Facility. Fluctuations in the value of real estate investments derived from other factors besides general interest rate movements (including issuer-specific and sector-specific credit concerns, property-specific concerns and changes in interest rate spread relationships) will not be offset by changes in the value of interest rate swap agreements or other interest rate hedges entered into by the Fund. Changes in the valuation of real estate investments not offset by changes in the valuation of interest rate swap agreements or other interest rate hedges entered into by the Fund will cause the performance of the Fund to deviate from the performance of the Portfolio. Over time, the performance of the Fund can be expected to be more volatile than the performance of the Portfolio. 20 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Fund is not aware of any pending legal proceedings to which the Fund is a party or to which their assets are subject. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION. None. ITEM 6. THE FOLLOWING IS A LIST OF ALL EXHIBITS FILED AS PART OF THIS FORM 10Q: (a) Exhibits 21 List of subsidiaries 21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned officer of its Manager, Eaton Vance Management thereunto duly authorized on August 14, 2001. BELAIR CAPITAL FUND LLC (Registrant) By: EATON VANCE MANAGEMENT, its Manager By: /s/ James L. O'Connor --------------------------------- James L. O'Connor Vice President By: /s/ William M. Steul --------------------------------- William M. Steul Chief Financial Officer 22 EXHIBIT INDEX 21 List of subsidiaries 23