Belmar Capital Fund 10-Q Quarterly report

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

FORM 10-Q

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                                              For the quarterly period endedJune 30, 2006

[  ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                              For the transition period from _________ to _____________

Commission File No.000-32633

BelmarCapital 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 Exchange Act of
1934 (the Act) 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 a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the
Act).        Large Accelerated Filer X              Accelerated Filer __        Non-Accelerated Filer __

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes __      No  X

                                                Belmar Capital Fund LLC

                                                    Index to Form 10-Q

PART I.        FINANCIAL INFORMATION                                                                Page

Item 1.          Financial Statements

		Condensed Consolidated Statements of Assets and Liabilities as of
		June 30, 2006(Unaudited) andDecember 31, 2005	3
		Condensed Consolidated Statements of Operations (Unaudited) for the
		Three MonthsEndedJune 30, 2006and2005and for the
		Six MonthsEndedJune 30, 2006and2005	4
		Condensed Consolidated Statements of Changes in Net Assets for the
		SixMonths EndedJune 30, 2006(Unaudited) and the
		Year Ended December 31, 2005	6
		Condensed Consolidated Statements of Cash Flows (Unaudited) for the
		SixMonths EndedJune 30, 2006and2005	7
		Financial Highlights for theSixMonths EndedJune 30, 2006(Unaudited)
		and the Year Ended December 31, 2005	9
		Notes to Condensed Consolidated Financial Statements
		as ofJune 30, 2006(Unaudited)	10
Item	2.	Management’s Discussion and Analysis of Financial Condition (MD&A)
		and Results of Operations	15
Item	3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item	4.	Controls and Procedures	21
PART II.		OTHER INFORMATION
Item	1.	Legal Proceedings	22
Item	1A.	Risk Factors	22
Item	2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item	3.	Defaults Upon Senior Securities	22
Item	4.	Submission of Matters to a Vote of Security Holders	22
Item	5.	Other Information	22

Item 6.	Exhibits	23
SIGNATURES		24
EXHIBIT INDEX		25

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Assets and Liabilities

	June 30, 2006
	(Unaudited)			December 31, 2005
Assets:
Investment in Belvedere Capital Fund Company LLC
(Belvedere Company)	$ 1,917,422,719			$ 1,982,377,145
Investment in Partnership Preference Units			31,590,092	54,275,258
Investment in other real estate	606,342,128			597,779,278
Short-term investments			4,808,000	3,549,638
Total investments	$ 2,560,162,939			$ 2,637,981,319
Cash			2,116,430	2,506,864
Distributions and interest receivable			797	804
Swap interest receivable			64,154	3,020
Open interest rate swap agreements, at value			17,195,857	10,303,043
Other assets			4,965,951	7,451,383
Total assets	$ 2,584,506,128			$ 2,658,246,433
Liabilities:
Loan payable – Credit Facility	$    302,000,000			$    304,000,000
Mortgages payable	447,865,446			450,367,515
Payable for Fund Shares redeemed			-	3,955,363
Payable to affiliate for investment advisory and administrative fees			418,375	426,843
Payable to affiliate for distribution and servicing fees			565,024	584,430
Security deposits			626,529	612,548
Accrued expenses:
Interest expense			2,019,748	1,986,278
Property taxes			403,015	597,284
Other expenses and liabilities			2,826,740	3,862,376
Minority interests in controlled subsidiaries			17,095,555	15,484,677
Total liabilities	$    773,820,432			$    781,877,314
Net assets	$ 1,810,685,696			$ 1,876,369,119
Shareholders’ Capital	$ 1,810,685,696			$ 1,876,369,119
Shares outstanding			18,462,953	19,614,094
Net asset value and redemption price per Share		$	98.07	$               95.66

See notes to unaudited condensed consolidated financial statements

3

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended				Six Months Ended
	June 30, 2006		June 30, 2005		June 30, 2006	June 30, 2005
Investment Income:
Dividends allocated from Belvedere Company
(net of foreign taxes, $342,487, $285,737, $392,911
and $363,589, respectively)	$	9,471,799	$	8,637,690	$ 17,638,832	$ 16,729,043
Interest allocated from Belvedere Company		211,964		38,635	224,588	98,032
Expenses allocated from Belvedere Company		(2,920,714)		(2,893,024)	(5,832,778)	(5,837,073)
Net investment income allocated from
Belvedere Company	$	6,763,049	$	5,783,301	$ 12,030,642	$ 10,990,002
Rental income		11,034,718		11,123,384	22,223,369	22,247,142
Distributions from Partnership Preference Units		423,562		625,125	847,125	1,292,958
Interest		115,552		286,580	318,786	389,060
Total investment income	$    18,336,881		$    17,818,390		$ 35,419,922	$ 34,919,162
Expenses:
Investment advisory and administrative fees	$	1,724,627	$	1,728,483	$   3,472,940	$   3,470,190
Property management and administrative fees		384,271		448,533	666,996	791,300
Distribution and servicing fees		875,513		860,313	1,761,574	1,739,549
Interest expense on mortgages		6,484,513		6,556,852	12,948,648	13,038,522
Interest expense on Credit Facility		3,947,872		2,539,659	7,534,847	4,671,267
Property and maintenance expenses		697,084		535,533	1,400,977	1,081,271
Property taxes and insurance		1,029,337		933,284	1,908,047	2,012,393
Miscellaneous		266,920		170,162	465,958	754,261
Total expenses	$   15,410,137		$   13,772,819		$ 30,159,987	$ 27,558,753
Deduct –
Reduction of investment advisory
and administrative fees		459,230		452,144	925,533	914,286
Net expenses	$   14,950,907		$   13,320,675		$ 29,234,454	$ 26,644,467
Net investment income before minority
interest in net income of
controlled subsidiary	$	3,385,974	$	4,497,715	$  6,185,468	$  8,274,695
Minority interest in net income
of controlled subsidiary		(229,186)		(233,619)	(545,516)	(469,881)
Net investment income	$	3,156,788	$	4,264,096	$  5,639,952	$   7,804,814

See notes to unaudited condensed consolidated financial statements

4

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Operations (Unaudited) (Continued)

	Three Months Ended			Six Months Ended
	June 30, 2006	June 30, 2005		June 30, 2006	June 30, 2005
Realized and Unrealized Gain (Loss)
Net realized gain (loss) –
Investment transactions, securities sold short
and foreign currency transactions allocated from
Belvedere Company (identified cost basis)	$   29,166,136	$	2,530,852	$ 46,460,510	$     1,355,948
Investment transactions in Partnership
Preference Units (identified cost basis)	868		-	150,129	4,349,676
Interest rate swap agreements(1)	592,629		(1,253,559)	834,984	(2,914,539)
Net realized gain	$   29,759,633	$	1,277,293	$ 47,445,623	$     2,791,085
Change in unrealized appreciation (depreciation) –
Investments, securities sold short and foreign
currency allocated from Belvedere Company
(identified cost basis)	$ (62,562,559)	$	78,277	$ (1,856,858)	$ (45,486,950)
Investments in Partnership Preference Units
(identified cost basis)	(931,546)		620,050	(2,043,022)	(3,011,301)
Investments in other real estate
(net of minority interest in unrealized appreciation
(depreciation) of controlled subsidiary of $521,905
$(465,183), $1,065,362 and $(2,324,374), respectively)	3,454,490		1,998,869	5,530,636	6,128,946
Interest rate swap agreements	3,045,974		(5,265,075)	6,892,814	399,837
Net change in unrealized appreciation (depreciation)	$ (56,993,641)	$	(2,567,879)	$   8,523,570	$ (41,969,468)
Net realized and unrealized gain (loss)	$ (27,234,008)	$	(1,290,586)	$ 55,969,193	$ (39,178,383)
Net increase (decrease) in net assets from operations	$ (24,077,220)	$	2,973,510	$ 61,609,145	$ (31,373,569)

(1) Amounts represent net interest earned (incurred) in connection with interest rate swap agreements (Note 5).

See notes to unaudited condensed consolidated financial statements

5

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Changes in Net Assets

	Six Months Ended
	June 30, 2006		Year Ended
	(Unaudited)		December 31, 2005
Increase (Decrease) in Net Assets:
From operations –
Net investment income	$	5,639,952	$      13,834,048
Net realized gain from investment transactions, securities sold short,
foreign currency transactions and interest rate swap agreements		47,445,623	53,868,381
Net change in unrealized appreciation (depreciation) of investments,
securities sold short, foreign currency and interest rate swap
agreements		8,523,570	36,848,809
Net increase in net assets from operations	$	61,609,145	$    104,551,238
Transactions in Fund Shares –
Net asset value of Fund Shares issued to Shareholders in
payment of distributions declared	$	5,500,364	$        9,834,087
Net asset value of Fund Shares redeemed		(118,579,507)	(125,134,403)
Net decrease in net assets from Fund Share transactions	$	(113,079,143)	$  (115,300,316)
Distributions –
Distributions to Shareholders	$	(14,213,425)	$    (23,369,301)
Total distributions	$	(14,213,425)	$    (23,369,301)
Net decrease in net assets	$	(65,683,423)	$    (34,118,379)
Net assets:
At beginning of period	$	1,876,369,119	$ 1,910,487,498
At end of period	$	1,810,685,696	$ 1,876,369,119

See notes to unaudited condensed consolidated financial statements

6

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended
	June 30, 2006		June 30, 2005
Cash Flows From (For) Operating Activities –
Net increase (decrease) in net assets from operations	$	61,609,145	$	(31,373,569)
Adjustments to reconcile net increase (decrease) in net assets from
operations to net cash flows from operating activities –
Net investment income allocated from Belvedere Company		(12,030,642)		(10,990,002)
Increase in short-term investments		(1,258,362)		(10,193,077)
Decrease in distributions and interest receivable		7		6,393
Increase in interest receivable for open swap agreements		(61,134)		-
Decrease in other assets		2,485,432		1,321,467
Decrease in payable to affiliate for investment advisory and
administrative fees		(8,468)		-
Decrease in payable to affiliate for distribution and servicing fees		(19,406)		-
Decrease in interest payable for open swap agreements		-		(127,511)
Decrease in security deposits, accrued interest and
accrued other expenses and liabilities		(988,185)		(203,471)
Increase (decrease) in accrued property taxes		(194,269)		487,724
Proceeds from sales of Partnership Preference Units		20,792,273		30,576,875
Improvements to rental property		(1,966,852)		(914,045)
Net interest earned (incurred) on interest rate swap agreements		834,984		(2,914,539)
Minority interest in net income of controlled subsidiary		545,516		469,881
Net realized gain from investment transactions, securities sold short,
foreign currency transactions and interest rate swap agreements		(47,445,623)		(2,791,085)
Net change in unrealized (appreciation) depreciation of investments,
securities sold short, foreign currency and interest rate swap
agreements		(8,523,570)		41,969,468
Net cash flows from operating activities	$	13,770,846	$	15,324,509
Cash Flows From (For) Financing Activities –
Proceeds from Credit Facility	$	5,000,000	$	19,000,000
Repayments of Credit Facility		(7,000,000)		(19,000,000)
Repayments on mortgages		(2,502,069)		(2,340,583)
Issuance of real estate joint venture preferred shares		-		240,000
Payments for Fund Shares redeemed		(946,150)		(1,642,870)
Distributions paid to Shareholders		(8,713,061)		(13,535,214)
Distributions paid to minority shareholder		-		(1,104,144)
Net cash flows for financing activities	$	(14,161,280)	$	(18,382,811)
Net decrease in cash	$	(390,434)	$	(3,058,302)
Cash at beginning of period	$	2,506,864	$	6,789,395
Cash at end of period	$	2,116,430	$	3,731,093

See notes to unaudited condensed consolidated financial statements

7

BELMAR CAPITAL FUND LLC
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)

	Six Months Ended
	June 30, 2006		June 30, 2005
Supplemental Disclosure and Non-cash Investing and
Financing Activities –
Interest paid on loan – Credit Facility	$	7,402,003	$	4,566,881
Interest paid on mortgages	$	12,928,803	$	12,999,397
Interest paid (received) on swap agreements	$	(773,850)	$	3,042,050
Market value of securities distributed in payment of
redemptions	$	121,588,720	$	47,336,413

See notes to unaudited condensed consolidated financial statements

8

BELMAR CAPITAL FUND LLC
Condensed Consolidated Financial Statements (Continued)

Financial Highlights	Six Months Ended
	June 30, 2006		Year Ended
	(Unaudited)		December 31, 2005
Net asset value – Beginning of period	$	95.660	$	91.500
Income (loss) from operations
Net investment income(1)	$	0.299	$	0.678
Net realized and unrealized gain		2.851		4.602
Total income from operations	$	3.150	$	5.280
Distributions
Distributions to Shareholders	$	(0.740)	$	(1.120)
Total distributions	$	(0.740)	$	(1.120)
Net asset value – End of period	$	98.070	$	95.660
Total Return(2)		3.32%		5.89%
Ratios as percentage of average net assets(3)
Expenses of Consolidated Real Property Subsidiaries
Interest and other borrowing costs(4)		1.27%	(9)	1.29%
Operating expenses(4)		0.37%	(9)	0.36%
Belmar Capital Fund LLC Expenses
Interest and other borrowing costs(5)(6)		0.83%	(9)	0.58%
Investment advisory and administrative fees, distribution and
servicing fees and other operating expenses(5)(7)		1.14%	(9)	1.15%
Total expenses		3.61%	(9)	3.38%
Net investment income(6)		0.61%	(9)	0.75%
Ratios as percentage of average gross assets(3)(8)
Expenses of Consolidated Real Property Subsidiaries
Interest and other borrowing costs(4)		0.92%	(9)	0.93%
Operating expenses(4)		0.27%	(9)	0.26%
Belmar Capital Fund LLC Expenses
Interest and other borrowing costs(5)(6)		0.59%	(9)	0.42%
Investment advisory and administrative fees, distribution and
servicing fees and other operating expenses(5)(7)		0.82%	(9)	0.83%
Total expenses		2.60%	(9)	2.44%
Net investment income(6)		0.44%	(9)	0.54%
Supplemental Data
Net assets, end of period (000’s omitted)	$	1,810,686	$	1,876,369
Portfolio turnover of Tax-Managed Growth Portfolio (the Portfolio)(10)		1%		0%(11)

(1)	Calculated using average shares outstanding.
(2)	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.
(3)	For the purpose of calculating ratios, the income and expenses of Belmar Realty Corporation's (Belmar Realty) controlled subsidiaries are reduced by the proportionate interest therein of investors other than Belmar Realty.
(4)	Includes Belmar Realty’s proportional share of expenses incurred by its controlled subsidiaries.
(5)	Includes the expenses of Belmar Capital Fund LLC (Belmar Capital) and Belmar Realty. Does not include expenses of Belmar Realty's controlled subsidiaries.
(6)	Ratios do not include net interest incurred or earned in connection with interest rate swap agreements. Had such amounts been included, ratios would be higher.
(7)	Includes Belmar Capital's share of Belvedere Capital Fund Company LLC's (Belvedere Company) allocated expenses, including those expenses allocated from the Portfolio.
(8)	Average gross assets is defined as the average daily amount of all assets of Belmar Capital (including Belmar Capital’s interest in Belvedere Company 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's controlled subsidiaries are reduced by the proportionate interest therein of investors other than Belmar Realty.
(9)	Annualized.
(10)	Excludes the value of portfolio securities contributed or distributed as a result of in-kind transactions. The total turnover rate of the Portfolio including contributions and distributions in-kind was 3% and 6% for the six months ended June 30, 2006 and the year ended December 31, 2005, respectively.
(11)	Amounts to less than 1%.

See notes to unaudited condensed consolidated financial statements

9

BELMAR CAPITAL FUND LLC as of June 30, 2006
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, without audit, in accordance with accounting principles generally accepted in the United States of America (GAAP) 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 GAAP 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 as of 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, 2005 and the statement of changes in net assets and the financial highlights for the year then ended have been derived from the December 31, 2005 audited financial statements but do not include all of the information and footnotes required by GAAP 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 periods’ condensed consolidated financial statements have been reclassified to conform to 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. 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

The allocation of Belmar Capital's net asset value per Share of $98.07 and $95.66 as of June 30, 2006 and December 31, 2005, respectively, between Preferred and Common Shares that have been restructured is as follows:

	Per Share Value at
	June 30, 2006		December 31, 2005
Date of Contribution	Preferred Shares	Common Shares	Preferred Shares	Common Shares
March 17, 2000	$95.00	$3.07	$95.00	$0.66
May 16, 2000	$94.80	$3.27	$94.80	$0.86
July 19, 2000	$98.07	$0.00	$95.66	$0.00

3 Investment Transactions

The following table summarizes the Fund’s investment transactions, other than short-term obligations, for the six months ended June 30, 2006 and 2005:

	Six Months Ended
Investment Transactions	June 30, 2006	June 30, 2005
Decreases in investment in Belvedere Capital Fund Company LLC	$ 121,588,720	$ 47,336,413
Sales of Partnership Preference Units(1)	$    20,792,273	$ 30,576,875

(1)      Sales of Partnership Preference Units for the six months ended June 30, 2006 represent Partnership Preference Units sold to real estate investment affiliates of other investment funds advised by Boston Management and Research for which a gain of $150,129 was recognized.

4 Indirect Investment in the Portfolio

The following table summarizes the Fund’s investment in Tax-Managed Growth Portfolio (the Portfolio) through Belvedere Capital Fund Company LLC (Belvedere Company) for the six months ended June 30, 2006 and 2005, including allocations of income, expenses and net realized and unrealized gains (losses) for the respective periods then ended:

	Six Months Ended
	June 30, 2006		June 30, 2005
Belvedere Company’s interest in the Portfolio (1)	$	13,612,210,990	$	12,549,638,946
The Fund’s investment in Belvedere Company (2)	$	1,917,422,719	$	1,935,394,431
Income allocated to Belvedere Company from the Portfolio	$	124,577,537	$	108,215,319
Income allocated to the Fund from Belvedere Company	$	17,863,420	$	16,827,075
Expenses allocated to Belvedere Company from the Portfolio	$	30,250,511	$	27,963,656
Expenses allocated to the Fund from Belvedere Company	$	5,832,778	$	5,837,073
Net realized gain from investment transactions, securities sold
short and foreign currency transactions allocated to
Belvedere Company from the Portfolio	$	322,805,580	$	9,053,287
Net realized gain from investment transactions, securities sold
short and foreign currency transactions allocated to the
Fund from Belvedere Company	$	46,460,510	$	1,355,948
Net change in unrealized appreciation (depreciation) of
investments, securities sold short and foreign currency
allocated to Belvedere Company from the Portfolio	$	(26,476,017)	$	(279,324,658)
Net change in unrealized appreciation (depreciation) of
investments, securities sold short and foreign currency
allocated to the Fund from Belvedere Company	$	(1,856,858)	$	(45,486,950)

(1)	As of June 30, 2006 and 2005, the value of Belvedere Company’s interest in the Portfolio represents 72.1% and 68.4% of the Portfolio’s net assets, respectively.
(2)	As of June 30, 2006 and 2005, the Fund’s investment in Belvedere Company represents 14.1% and 15.4% of Belvedere Company’s net assets, respectively.

11

A summary of the Portfolio’s Statement of Assets and Liabilities at June 30, 2006, December 31, 2005 and June 30, 2005 and its operations for the six months ended June 30, 2006, for the year ended December 31, 2005 and for the six months ended June 30, 2005 follows:

	June 30, 2006		December 31, 2005		June 30, 2005
Investments, at value	$	18,934,068,161	$	18,969,693,193	$	18,281,922,793
Other assets		34,515,320		78,497,584		52,772,401
Total assets	$	18,968,583,481	$	19,048,190,777	$	18,334,695,194
Collateral for securities loaned	$	72,500,000	$	-	$	-
Demand note payable		-		8,000,000		-
Management fee payable		6,735,653		6,896,006		-
Other liabilities		754,547		687,918		390,159
Total liabilities	$	79,990,200	$	15,583,924	$	390,159
Net assets	$	18,888,593,281	$	19,032,606,853	$	18,334,305,035
Dividends and interest	$	175,092,342	$	316,363,717	$	160,085,593
Investment adviser fee	$	41,339,905	$	80,617,092	$	40,134,219
Other expenses		1,142,069		2,931,135		1,275,628
Total expense reductions		(99)		(89,156)		(89,120)
Net expenses	$	42,481,875	$	83,459,071	$	41,320,727
Net investment income	$	132,610,467	$	232,904,646	$	118,764,866
Net realized gain
from investment transactions,
securities sold short and
foreign currency transactions		453,652,551		70,889,149		12,967,888
Net change in unrealized
appreciation (depreciation)
of investments, securities
sold short and foreign
currency		(29,804,533)		551,019,603		(421,158,753)
Net increase (decrease) in net
assets from operations	$	556,458,485	$	854,813,398	$	(289,425,999)

5 Interest Rate Swap Agreements

Belmar Capital has entered into interest rate swap agreements with Merrill Lynch Capital Services, Inc. to fix the cost of a substantial portion of its borrowings under the Credit Facility and to mitigate in part the impact of interest rate changes on Belmar Capital's net asset value. 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. Interest rate swap agreements in place at June 30, 2006 and December 31, 2005 are listed below.

12

	Notional				Initial
	Amount				Optional	Final	Unrealized Appreciation at
Effective	(ooo's		Fixed	Floating	Termination	Termination
Date	omitted)		Rate	Rate	Date	Date	June 30, 2006		December 31, 2005
10/03	$	55,831	4.875%	LIBOR + 0.20%	4/04	6/10	$	1,866,505	$	993,983
10/03		43,010	4.755%	LIBOR + 0.20%	7/04	6/10		1,596,228		903,390
10/03		56,978	4.695%	LIBOR + 0.20%	9/04	6/10		2,221,446		1,291,358
10/03		64,418	4.565%	LIBOR + 0.20%	3/05	6/10		2,777,825		1,699,842
10/03		110,068	3.973%	LIBOR + 0.20%	-	6/10		6,826,667		4,412,734
02/04		58,363	4.90%	LIBOR + 0.20%	8/04	6/10		1,907,186		1,001,736
							$	17,195,857	$	10,303,043

6 Debt

Credit Facility– On June 30, 2006, Belmar Capital amended its credit arrangement with Merrill Lynch Mortgage Capital, Inc. to decrease the amount of the revolving loan facility by $60,000,000 to an aggregate principal amount of $58,500,000. Borrowings under this credit arrangement accrue 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. As of June 30, 2006, outstanding borrowings under this credit arrangement totaled $12,000,000.

There were no changes to the terms of Belmar Capital’s credit arrangement with DrKW Holdings, Inc. during the six months ended June 30, 2006. As of June 30, 2006, outstanding borrowings under this credit arrangement totaled $290,000,000.

7 Segment Information

Belmar Capital pursues its investment objective primarily by investing indirectly in the Portfolio through Belvedere Company. The Portfolio is a diversified investment company that emphasizes investments in common stocks of domestic and foreign growth companies that are considered by its investment adviser to be high in quality and attractive in their long-term investment prospects. The Fund’s revenue includes the Fund’s pro rata share of the Portfolio’s revenue. Separate from its investment in Belvedere Company, Belmar Capital invests in real estate assets through its subsidiary, Belmar Realty Corporation (Belmar Realty). Belmar Realty invests directly and indirectly in Partnership Preference Units and indirectly in real property through its controlled subsidiaries, Bel Stamford Investors LLC (Bel Stamford) and Brazos Property Trust (Brazos). The Fund’s revenues from the real estate assets primarily consist of consolidated rental income from Bel Stamford and Brazos and distribution income from Partnership Preference Units.

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 the net change in unrealized appreciation (depreciation). The Fund’s Credit Facility borrowings and related interest expense are centrally managed. A portion of the Credit Facility borrowings and related interest expense have been allocated to the real estate segment for presentation purposes herein. Credit Facility borrowings allocated to the real estate segment primarily consist of net amounts borrowed to purchase the Fund’s interest in real estate investments. The Fund’s interest rate swap agreement balances are disclosed as part of the real estate segment. 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:

13

	Three Months Ended				Six Months Ended
	June 30, 2006		June 30, 2005		June 30, 2006		June 30, 2005
Revenues
The Portfolio*	$	6,763,049	$	5,783,301	$	12,030,642	$	10,990,002
Real Estate		11,520,048		11,780,858		23,231,951		23,606,920
Unallocated		53,784		254,231		157,329		322,240
Total revenues	$	18,336,881	$	17,818,390	$	35,419,922	$	34,919,162
Net increase (decrease) in
net assets from operations
The Portfolio*	$	(28,097,741)	$	7,171,831	$	53,726,385	$	(35,355,262)
Real Estate		6,035,115		(3,171,973)		11,620,608		6,493,194
Unallocated(1)		(2,014,594)		(1,026,348)		(3,737,848)		(2,511,501)
Net increase (decrease) in
net assets from operations	$	(24,077,220)	$	2,973,510	$	61,609,145	$	(31,373,569)

	June 30, 2006	December 31, 2005
Net assets
The Portfolio*	$   1,831,224,822	$   1,892,244,918
Real Estate	51,899,804	40,242,945
Unallocated(2)	(72,438,930)	(56,118,744)
Net Assets	$   1,810,685,696	$   1,876,369,119

*	Belmar Capital invests indirectly in the Portfolio through Belvedere Company.
	(1)	Unallocated amounts pertain to the overall operation of Belmar Capital and do not pertain to either segment. Included in this amount are distribution and servicing fees of $875,513, $860,313, $1,761,574 and $1,739,549 for the three and six months ended June 30, 2006 and 2005, respectively.
	(2)	Amount includes unallocated liabilities, net of unallocated assets. Unallocated liabilities primarily consist of outstanding unallocated Credit Facility borrowings. Such borrowings are used to finance ongoing operations of the Fund and are not to allocable reportable segments. As of June 30, 2006 and December 31, 2005, such borrowings totaled $76,799,405 and $59,446,955, respectively. Unallocated assets represent cash and short-term investments not invested in the Portfolio or real estate assets. As of June 30, 2006 and December 31, 2005, such amounts totaled $5,252,341 and $4,179,166, respectively.

14

Item 2. Management’s Discussion and Analysis of Financial Condition (MD&A) 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 ofBelmar 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 interestrates.

The following discussion should be read in conjunction with the Fund’sunaudited condensed consolidated financial statements and related notesin Item 1 above.

MD&A and Results of Operations for the Quarter EndedJune 30, 2006 Compared to the Quarter EndedJune 30, 2005.

Performance of the Fund.⁽¹⁾The Fund’s investment objective is to achieve long-term, after-tax returns for shareholders.Eaton Vance Management (Eaton Vance), as the Fund’s manager, measures the Fund’s success in achieving its objective based on the investment returns of the Fund, using the S&P 500 Index as the Fund’s primary performance benchmark. The S&P 500 Index is a broad-based, unmanaged market index of common stocks commonly used as a measure of U.S. stock market performance. Eaton Vance’s primary focus in pursuing total return is on the Fund’s common stock portfolio, which consists of its indirect interest in Tax-Managed Growth Portfolio (the Portfolio). The Fund invests in the Portfolio through its interest in Belvedere Capital Fund Company LLC (Belvedere Company). The Fund’s performance will differ from that of the Portfolio primarily due to its investments outside the Portfolio. In measuring the performance of the Fund’s real estate investments, Eaton Vance considers whether, through current returns and changes in valuation, the real estate investments achieve returns that over the long-term exceed the cost of the borrowing incurred to acquire such investments and thereby add to Fund returns. The Fund has entered into interest rate swap agreements to fix the cost of a substantial portion of its borrowings under the Credit Facility (described under "Liquidity and Capital Resources" below) and to mitigate in part the impact of interest rate changes on the Fund’s net asset value.

The Fund’s total return was-1.32% for the quarter endedJune 30, 2006. This return reflectsa decrease in the Fund’s net asset value per share from $99.38 to $98.07 during the period. The total return of the S&P 500 Index was-1.44% over the same period. Last year, the Fund had a total return of0.16%for the quarter ended June 30, 2005. This return reflectedan increase in the Fund’s net asset value per share from $88.72 to $88.87 during the period. The S&P 500 Index had a total return of1.37% over the same period.

Performance of the Portfolio.For the quarter ended June 30, 2006, the Portfolio had a total return of -1.30%, which compares to the -1.44% total return of its benchmark, the S&P 500 Index, during the same period. Domestic and international equity markets faced a challenging second quarter, particularly during a month-long correction that commenced in mid-May. The riskiest asset classes suffered the most, as investors traded in high beta, growth exposure for higher quality, dividend-rich stocks. The tech-heavy NASDAQ Composite declined more than 7% during the quarter. Positive earnings, record-level profitability and other favorable corporate developments were overshadowed by rising economic and geopolitical concerns. Interest rate increases also continued as the Federal Reserve raised the Federal Funds Rate to 5.25% . Utilities, energy and consumer staples were the top performing S&P 500 Index sectors, while the information technology and health care sectors were the worst. Market leading industries in the second quarter included independent power producers, cable, oil and gas. In contrast, homebuilders, consumer electronics and specialized finance stocks were among the weakest performers.

During the quarter, the Portfolio remained broadly diversified and its strategy of investing in large-capitalization, valuation-sensitive stocks helped performance in an environment of increased market volatility and shift in market leadership to high quality. Compared to the S&P 500 Index, the Portfolio benefited from an overweighting of the

(1) Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be
      worth more or less than their original cost. Total returns are historical and are calculated by determining the percentage change in net asset value
      with all distributions reinvested. The Portfolio’s total return for the period reflects the total return of another fund that invests in the Portfolio
      adjusted for non-Portfolio expenses of that fund. Performance is for the stated time period only and is not annualized; due to market volatility, the
      Fund’s current performance may be lower or higher. The performance of the Fund and the Portfolio is compared to that of their benchmark, the
      S&P 500 Index. It is not possible to invest directly in an Index.

15

industrials, energy and consumer staples sectors and an underweighting of the information technology and health care sectors. The Portfolio’s relatively stronger investments among communications equipment, computers, and wireless telecommunications industries were also positive contributors to returns. The Portfolio’s relative performance was adversely affected by an overweighting of the consumer discretionary sector and an underweighting of the leading utilities sector. The Portfolio’s stock selection in the insurance, retail and leisure industries also detracted from returns.

Performance of Real Estate Investments. The Fund’s real estate investments are held through Belmar Realty Corporation (Belmar Realty). As of June 30, 2006, real estate investments included a majority interest in a real estate joint venture (Real Estate Joint Venture), Brazos Property Trust (Brazos), a property subject to a long-term triple net lease (Net Leased Property), Bel Stamford Investors LLC (Bel Stamford), and a portfolio of income producing preferred equity interests in real estate operating partnerships that are affiliated with and controlled by real estate investment trusts (REITs) that are publicly traded (Partnership Preference Units). Brazos owns industrial distribution properties and Bel Stamford owns leasehold improvements in an office building and attached facilities leased to a single tenant subject to a triple net lease. As of June 30, 2006, the estimated fair value of the Fund’s real estate investments represented 24.7% of the Fund’s total assets on a consolidated basis. After adjusting for the minority interest in Brazos, the Fund’s real estate investments represented 31.9% of the Fund’s net assets as of June 30, 2006.

During the quarter ended June 30, 2006, rental income from real estate operations was approximately $11.0 million compared to approximately $11.1 million for the quarter ended June 30, 2005, a decrease of $0.1 million or 1%. This decrease in rental income from real estate operations was principally due to a modest decrease in the rental income of Brazos. During the quarter ended June 30, 2005, rental income decreased due to Belmar Realty’s October 2004 sale of all of the properties held by a Real Estate Joint Venture, Bel Alliance Apartments LLC (Bel Apartments), offset in part by the rental income of Brazos, which was acquired in June 2004.

During the quarter ended June 30, 2006, property operating expenses were approximately $2.1 million compared to approximately $1.9 million for the quarter ended June 30, 2005, an increase of $0.2 million or 11%. The increase in property operating expenses was due to higher property operating expenses at Brazos. Property operating expenses for the quarter ended June 30, 2005 decreased principally due to the sale of Bel Apartments referenced above.

For most industrial distribution properties, rent levels are expected to see modest growth over the near term. Boston Management and Research (Boston Management), the Fund’s investment adviser, expects that improvements in industrial distribution property operating performance will occur over the long term.

During the quarter ended June 30, 2006, the Fund saw unrealized appreciation of the estimated fair value of its other real estate investments (which include Brazos and Bel Stamford) of approximately $3.5 million compared to unrealized appreciation of approximately $2.0 million during the quarter ended June 30, 2005. Net unrealized appreciation of approximately $3.5 million during the quarter ended June 30, 2006 was due to net increases in the estimated fair values of the industrial distribution properties held by Brazos. Net unrealized appreciation of approximately $2.0 million during the quarter ended June 30, 2005 was primarily the result of appreciation in the value of the industrial distribution properties held by Brazos.

During the quarter ended June 30, 2006, Belmar Realty sold certain of its Partnership Preference Units for approximately $0.2 million (representing sales to real estate investment affiliates of other investment funds advised by Boston Management), recognizing a minimal gain on the transaction.

During the quarter ended June 30, 2006, the Fund saw net unrealized depreciation of the estimated fair value of its Partnership Preference Units of approximately $0.9 million compared to net unrealized appreciation of approximately $0.6 million during the quarter ended June 30, 2005. The net unrealized depreciation of approximately $0.9 million during the quarter ended June 30, 2006 was attributable to decreases in the per unit values of Partnership Preference Units. The net unrealized appreciation of approximately $0.6 million during the quarter ended June 30, 2005 resulted from increases in the per unit values of Partnership Preference Units.

Distributions from Partnership Preference Units for the quarter ended June 30, 2006 were approximately $0.4 million compared to approximately $0.6 million for the quarter ended June 30, 2005, a decrease of $0.2 million or 33%. The decrease was principally due to fewer Partnership Preference Units held on average during the quarter. For the quarter

16

ended June 30, 2005, the decrease was due to fewer Partnership Preference Units held on average, as well as lower average distribution rates on Partnership Preference Units held during the quarter.

Performance of Interest Rate Swap Agreements.For the quarter ended June 30, 2006, net realized and unrealized gains on the Fund’s interest rate swap agreements were approximately $3.6 million, compared to net realized and unrealized losses of approximately $6.5 million for the quarter ended June 30, 2005. Net realized and unrealized gains on swap agreements for the quarter ended June 30, 2006 consisted of $3.0 million of unrealized appreciation due to changes in swap agreement valuations and $0.6 million of periodic payments received pursuant to outstanding swap agreements (and classified as net realized gains on interest rate swap agreements in the Fund’s consolidated financial statements). For the quarter ended June 30, 2005, net realized and unrealized losses on swap agreements consisted of unrealized depreciation of $5.3 million on swap agreement valuation changes and $1.2 million of swap agreement periodic payments. The positive contribution for the quarter ended June 30, 2006 from changes in swap valuations was attributable to an increase in swap rates during the period. The negative impact on Fund performance for the quarter ended June 30, 2005 from changes in swap agreement valuations was attributable to a decrease in swap rates during the period.

MD&A and Results of Operations for theSix Months EndedJune 30, 2006 Compared to theSix Months EndedJune 30, 2005

Performance of the Fund.The Fund’s total return was3.32% for thesix months endedJune 30, 2006. This return reflectsan increase in the Fund’s net asset value per share from $95.66 to $98.07 and a distribution of $0.74 per share during the period. The S&P 500 Index had a total return of2.70% over the same period. Last year, the Fund had a total return of-1.63%for the six months ended June 30, 2005. This return reflecteda decrease in the Fund’s net asset value per share from $91.50 to $88.87 and a distribution of $1.12 per share during the period. The S&P 500 Index had a total return of-0.81% over the same period.

Performance of the Portfolio.For the six months ended June 30, 2006, the Portfolio had a total return of 2.97%, which compares to the 2.70% total return of the S&P 500 Index for the same period. The broad equity market posted mixed returns for the six months ended June 30, 2006. Small-cap stocks outperformed large-cap stocks, while value stocks continued to outperform growth stocks. Geopolitical fears and economic uncertainty led to a month-long sell-off toward the end of the period, reversing much of the first quarter gains. Increased market volatility caused investors to move from risky, speculative investments to more stable, value-oriented, and dividend-producing stocks. On balance, corporate trends remained positive, as companies reported solid earnings gains, record profitability levels, and healthy balance sheets. However, as the period progressed, strength in corporate profits became increasingly overshadowed by anxiety surrounding world events and concern over the direction of the economy and interest rates. Monetary policy remained in a tightening mode as the Federal Reserve raised its Fed Funds target rate four times, to 5.25%, over the period. Energy, telecommunications and industrials were the strongest-performing S&P 500 Index sectors, while information technology and health care stocks realized weaker semi-annual returns. Record crude oil prices helped energy-related stocks advance higher. Market-leading industries in the first half of the year included energy equipment and services, construction, metal and mining, and diversified telecom. In contrast, internet software, catalog retail, health care equipment and household durables stocks were among the weakest performers.

The Portfolio remained broadly diversified, continuing to emphasize investments in large-cap, high-quality stocks. Compared to the S&P 500 Index, the Portfolio benefited from an overweighting of the industrials, energy and consumer staples sectors and an underweighting of the information technology and health care sectors. The Portfolio’s stock selection among metals and mining, health care providers and air freight logistics industries was also beneficial to performance. Conversely, an underweight of the telecommunications and utilities sectors, as well as stock selection in retail, insurance and biotechnology holdings, hurt relative performance.

Performance of Real Estate Investments.During the six months ended June 30, 2006, rental income from real estate operations was approximately $22.2 million, unchanged from the six months ended June 30, 2005. For the six months ended June 30, 2005 rental income from real estate operations decreased principally due to Belmar Realty’s sale of all of the properties of Bel Apartments in October 2004, offset in part by the rental income of Brazos, which was acquired in June 2004.

During the six months ended June 30, 2006, property operating expenses were approximately $4.0 million compared to approximately $3.9 million for the six months ended June 30, 2005, an increase of $0.1 million or 3%. This increase in property operating expenses was principally due to a modest increase in the property operating expenses of Brazos. During

17

the six months ended June 30, 2005, property operating expenses decreased principally due to Belmar Realty’s sale of Bel Apartments referenced above.

The estimated fair values of the real properties indirectly held through Belmar Realty was approximately $605.9 million at June 30, 2006 compared to approximately $597.3 million at December 31, 2005, a net increase of $8.6 million or 1%. This net increase in the estimated fair values of the real properties for the six months ended June 30, 2006 was principally due to modest net increases in the estimated fair values of the industrial distribution properties held by Brazos. Property values have increased due both to modest growth expected in near-term property earnings expectations and to lower capitalization and discount rates applied in valuing the properties.

During the six months ended June 30, 2006, the Fund saw net unrealized appreciation in the estimated fair values of its other real estate investments (which includes Brazos and Bel Stamford) of approximately $5.5 million compared to approximately $6.1 million of unrealized appreciation for the six months ended June 30, 2005, a decrease of $0.6 million. Net unrealized appreciation of $5.5 million during the six months ended June 30, 2006 was due to net increases in the estimated fair values of the industrial distribution properties held by Brazos. Net unrealized appreciation of $6.1 million during the six months ended June 30, 2005 was due to increases in the estimated fair values of the industrial distribution properties held by Brazos.

During the six months ended June 30, 2006, Belmar Realty sold certain of its Partnership Preference Units for approximately $20.8 million (representing sales to real estate investment affiliates of other investment funds advised by Boston Management), recognizing a net gain of approximately $0.2 million on the transactions.

At June 30, 2006, the estimated fair value of Belmar Realty’s Partnership Preference Units was approximately $31.6 million compared to approximately $54.3 million at December 31, 2005, a decrease of $22.7 million or 42%. The net decrease in the estimated fair value was principally due to fewer Partnership Preference Units held at June 30, 2006 and decreases in the per unit values of the Partnership Preference Units held. Estimated fair values for Partnership Preference Units have been negatively impacted by rising interest rates, offset slightly by tighter credit spreads for credit-sensitive income securities, including real estate-related securities.

The Fund saw net unrealized depreciation in the estimated fair value of its Partnership Preference Units of approximately $2.0 million during the six months ended June 30, 2006 compared to net unrealized depreciation of approximately $3.0 million for the six months ended June 30, 2005. The net unrealized depreciation of approximately $2.0 million during the six months ended June 30, 2006 was primarily attributable to decreases in the per unit values of Partnership Preference Units. The net unrealized depreciation of approximately $3.0 million during the first six months of 2005 consisted of approximately $1.1 million of unrealized appreciation as a result of increases in the per unit values of Partnership Preference Units held during the period, offset by approximately $4.1 million of unrealized depreciation resulting from the recharacterization of previously recorded unrealized appreciation as realized gains due to the sales of Partnership Preference Units held during the period.

Distributions from Partnership Preference Units for the six months ended June 30, 2006 were approximately $0.8 million compared to approximately $1.3 million for the six months ended June 30, 2005, a decrease of $0.5 million or 38%. The decrease was principally due to fewer Partnership Preference Units held on average during the six months ended June 30, 2006, as well as lower average distribution rates on Partnership Preference Units held during the quarter. Distributions from Partnership Preference Units decreased during the first six months of 2005 due to fewer Partnership Preference Units held on average during the six months ended June 30, 2005 and lower average distribution rates on Partnership Preference Units held during the quarter.

Performance of Interest Rate Swap Agreements.For the six months ended June 30, 2006, net realized and unrealized gains on the Fund’s interest rate swap agreements were approximately $7.7 million, compared to net realized and unrealized losses of approximately $2.5 million for the six months ended June 30, 2005. Net realized and unrealized gains on swap agreements for the six months ended June 30, 2006 consisted of $6.9 million of unrealized appreciation due to changes in swap agreement valuations and $0.8 million of periodic payments received pursuant to outstanding swap agreements (and classified as net realized gains on interest rate swap agreements in the Fund’s consolidated financial statements). For the six months ended June 30, 2005, unrealized appreciation of $0.4 million on swap agreement valuation changes was offset by $2.9 million of swap agreement periodic payments. The positive contribution to Fund performance for the six months ended June 30, 2006 and 2005 from changes in swap agreement valuations was attributable to an increase in swap rates during the periods for swaps with maturities comparable to those of the Fund’s swaps.

18

Liquidity and Capital Resources.

Outstanding Borrowings.The Fund has entered into credit arrangements with DrKW Holdings, Inc. and Merrill Lynch Mortgage Capital, Inc. (collectively, the Credit Facility) primarily to finance the Fund’s real estate investments, and will continue to use the Credit Facility for such purpose in the future. The Credit Facility may also be used for other purposes, including any liquidity needs of the Fund. On June 30, 2006, the Fund amended its revolving credit facility with Merrill Lynch Mortgage Capital, Inc. todecrease the amount available by $60.0 million to an aggregate amount available for borrowing of $58.5 million. In the future, the Fund may increase the size of the Credit Facility (subject to lender consent) and the amount of outstanding borrowings thereunder. As ofJune 30, 2006, the Fund had outstanding borrowings of $302.0million and unused loan commitments of $46.5 million under the CreditFacility.

The Fund has entered into interest rate swap agreements with respect to a substantial portion of its borrowings under the Credit Facility. Pursuant to these agreements, the Fund makes periodic payments to the counterparty at predetermined fixed rates in exchange for floating-rate payments that fluctuate withone-month LIBOR. During the terms of the outstanding interest rate swap agreements, changes in the underlying values of the agreements are recorded as unrealized appreciation or depreciation. As ofJune 30, 2006, the accumulated unrealizedappreciation related to the interest rate swap agreements was approximately$17.2 million. As ofDecember 31, 2005, the accumulated unrealizedappreciation related to the interest rate swap agreements was approximately$10.3 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate 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 Credit Facility and by fixed-rate secured mortgage debt obligations ofBrazos and Bel Stamford. Partnership Preference Units are fixed rate instruments whose values will generally decrease when interest rates rise and increase when interest rates fall. The interest rates on borrowings under the Credit Facility are reset at regular intervals based onone-month LIBOR. The Fund has entered intointerest rate swap agreements to fix the cost of a substantial portion of its borrowings under the Credit Facility and to mitigate in part 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 withone-month LIBOR. The Fund’s interest rate swap agreements will generally increase in value when interest rates rise and decrease in value when interest rates fall. In the future, the Fund may use other interest rate hedging arrangements (such as caps, floors and collars) to fix or limit borrowing costs. The use of interest rate hedging arrangements is a specialized activity that can expose the Fund to significant loss.

The 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 withNote 5 to the Fund’sunaudited condensed consolidated financial statementsin Item 1 above.

19

Interest Rate Sensitivity
Cost, Principal (Notional) Amount
by Contractual Maturity and Callable Date
for theTwelve Months Ended June 30,*

									Estimated
									Fair Value
							��		as ofJune
	2007	2008	2009	2010	2011	Thereafter		Total	30, 2006
Rate sensitive
liabilities:
Long-term debt:
Fixed-rate mortgages	$5,199,409	$5,489,536	$5,869,048	$6,236,731	$6,627,449	$418,443,273		$447,865,446	$436,400,000
Average interest rate	6.01%	6.01%	6.01%	6.01%	6.01%	5.70%		5.72%
Variable-rate Credit
Facility				$302,000,000				$302,000,000	$302,000,000
Average interest rate				5.54%				5.54%
Rate sensitive
derivative financial
instruments:
Pay fixed / receive
variable interest rate
swap agreements					$388,668,000			$388,668,000	$17,195,857
Average pay rate					4.53%			4.53%
Average receive rate					5.53%			5.53%
Rate sensitive
investments:
Fixed-rate Partnership
Preference Units:
MHC Operating
Limited Partnership,
8.0625% Series D
Cumulative
Redeemable Perpetual
Preference Units,
Callable 3/24/10,
Current Yield: 8.32%				$10,272,120				$10,272,120	$9,696,000
PSA Institutional
Partners, L.P., 6.4%
Series NN Cumulative
Redeemable Perpetual
Preferred Units,
Callable 3/17/10,
Current Yield: 7.10%				$13,387,322				$13,387,322	$12,509,700

20

								Estimated
								Fair Value
								as ofJune
	2007	2008	2009	2010	2011	Thereafter	Total	30, 2006
Vornado Realty, L.P.,
6.75% Series D-14
Cumulative
Redeemable Preferred
Units, Callable 9/9/10,
Current Yield: 7.19%(1)					$9,630,976		$9,630,976	$9,384,392

*	The amounts listed reflect the Fund’s positions as ofJune 30, 2006. The Fund’s current positions may differ.
(1)	Belmar Realty’s interest in these Partnership Preference Units is held through Belvorn Holdings LLC.

Item4. Controls and Procedures.

Fund Governance.As the Fund’s manager, the complete and entire management, control and operation of the Fund are vested in Eaton Vance. The Fund’s Chief Executive Officer and Chief Financial Officer intend to report to the Board of Directors of Eaton Vance, Inc. (the sole trustee of 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.

Disclosure Controls and Procedures.Eaton Vance, as the Fund’s manager, evaluated the effectiveness of the Fund’s disclosure controls and procedures (as defined by Rule 13a-15(e) of the 1934 Act) as of the end of the period covered by this report, with the participation of the Fund’s Chief Executive Officer and Chief Financial Officer. The Fund’s disclosure controls and procedures are the controls and other procedures that the Fund designed to ensure that it records, processes, summarizes and reports in a timely manner the information that the Fund must disclose in reports that it files or submits to the Securities and Exchange Commission. Based on that evaluation, the Fund’s Chief Executive Officer and Chief Financial Officer concluded that, as ofJune 30, 2006, the Fund’s disclosure controls and procedures were effective.

Internal Control Over Financial Reporting.There were no changes in the Fund’s internal control over financial reporting that occurred during the quarter endedJune 30, 2006 that have materially affected or are reasonably likely to materially affect the Fund’s internal control over financial reporting.

21

PART II. OTHER INFORMATION

Item1. Legal Proceedings.

Although in the ordinary course of business, the Fund and its directly and indirectly controlled subsidiaries may become involved in legal proceedings, the Fund is not aware of any material pending legal proceedings to which they are subject.

Item 1A. Risk Factors.

There have been no material changes from risk factors as previously disclosed in the Fund’s Form 10-K for the year ended December 31, 2005 in response to Item 1A to Part 1 of Form 10-K.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

As described in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2005, shares of the Fund may be redeemed by Fund shareholders on any business day. Redemptions are met at the net asset value per share of theFund. The right to redeem is available to all shareholders and all outstanding Fund shares areeligible for redemption (except for shares subject to an estate freeze election as described in Item 5 of the Fund’s Annual Report on Form 10-K for the year ended December 31, 2005). During each month in the quarter endedJune 30, 2006, the total number of shares redeemed and the average price paid per share were as follows:

	Total No. of Shares	Average Price Paid
Month Ended	Redeemed(1)	Per Share
April 30, 2006	217,967.154	$100.45
May 31, 2006	134,908.869	$99.81
June 30, 2006	27,835.045	$96.22
Total	380,711.068	$97.91

(1)      All shares redeemed during the periods were redeemed at the option of shareholders pursuant to the Fund’s redemption policy. The Fund has not announced any plans or programs to repurchase shares other than at the option of shareholders.

Item3. Defaults Upon Senior Securities.

None.

Item4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during thequarter endedJune 30, 2006.

Item5. Other Information.

None.

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Item6. Exhibits.

(a)        The following is a list of all exhibits filed as part of this Form10-Q:

4.2(b)	Amendment No.2dated June 30, 2006 to the Loan and Security Agreement among the Fund, Merrill  Lynch Mortgage Capital, Inc., as Agent, the Lenders referred to therein and Merrill Lynch Capital  Services, Inc.
31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-  Oxley Act of 2002
31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-  Oxley Act of 2002
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-  Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-  Oxley Act of 2002

(b)         Reports on Form 8-K:

             None.

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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 thereunto duly authorized officer onAugust 9, 2006.

BELMARCAPITAL FUND LLC 

/s/Michelle A. Green 

Michelle A. Green 

Chief Financial Officer 

(Duly Authorized Officer and 

Principal Financial Officer) 

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EXHIBIT INDEX

4.2(b)	Amendment No.2dated June 30, 2006 to the Loan and Security Agreement among the Fund, Merrill  Lynch Mortgage Capital, Inc., as Agent, the Lenders referred to therein and Merrill Lynch Capital  Services, Inc.
31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-  Oxley Act of 2002
31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-  Oxley Act of 2002
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-  Oxley Act of 2002
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-  Oxley Act of 2002

25