Belport 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.000-49775
	BelportCapital Fund LLC
	(Exact name of Registrant as specified in its charter)
	Delaware	04-3551830
	(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]

Belport 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	16
Item	3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item	4.	Controls and Procedures	22
PART II.		OTHER INFORMATION
Item	1.	Legal Proceedings	23
Item	1A.	Risk Factors	23
Item	2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item	3.	Defaults Upon Senior Securities	23
Item	4.	Submission of Matters to a Vote of Security Holders	23
Item	5.	Other Information	23

Item 6. Exhibits	24
SIGNATURES	25
EXHIBIT INDEX	26

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.

BELPORT 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)	$	1,648,935,960	$	1,670,211,812
Investment in Partnership Preference Units		36,325,760		54,363,193
Investment in other real estate		678,632,215		608,253,962
Short-term investments		4,108,380		5,392,208
Total investments	$	2,368,002,315	$	2,338,221,175
Cash		5,405,356		5,730,922
Distributions and interest receivable		3,123,513		158,270
Swap interest receivable		45,811		15,786
Open interest rate swap agreements, at value		11,180,486		7,207,061
Escrow deposits – restricted		5,151,434		4,013,554
Other assets		1,955,645		2,844,060
Total assets	$	2,394,864,560	$	2,358,190,828
Liabilities:
Loan payable – Credit Facility	$	261,000,000	$	230,900,000
Mortgages payable		361,107,500		361,107,500
Payable for Fund Shares redeemed		-		6,936,517
Payable to affiliate for investment advisory and administrative fees		388,448		364,103
Payable to affiliate for distribution and servicing fees		566,738		568,707
Note payable to minority shareholder		10,312,500		-
Security deposits		1,111,520		955,302
Accrued expenses:
Interest expense		2,324,697		2,233,855
Property taxes		5,155,820		3,640,129
Other expenses and liabilities		2,798,713		3,102,471
Minority interests in controlled subsidiaries		74,997,274		61,361,523
Total liabilities	$	719,763,210	$	671,170,107
Net assets	$	1,675,101,350	$	1,687,020,721
Shareholders’ Capital	$	1,675,101,350	$	1,687,020,721
Shares outstanding		14,646,265		15,114,379
Net asset value and redemption price per Share	$	114.37	$	111.62

See notes to unauditedcondensed consolidated financial statements

3

BELPORT 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, $295,397, $240,586, $338,728 and
$305,755, respectively)	$	8,155,892	$	7,274,849	$	15,160,384	$    14,042,101
Interest allocated from Belvedere Company		182,375		32,567		193,212		82,182
Expenses allocated from Belvedere Company		(2,513,787)		(2,435,358)		(5,006,816)		(4,896,894)
Net investment income allocated from
Belvedere Company	$	5,824,480	$	4,872,058	$	10,346,780	$	9,227,389
Rental income		19,146,363		16,992,745		36,995,991		33,884,795
Distributions from Partnership Preference Units		489,548		1,007,657		872,361		1,919,167
Interest		174,470		165,378		352,495		269,515
Other income		-		495,872		-		495,872
Total investment income	$	25,634,861	$ 23,533,710		$	48,567,627	$    45,796,738
Expenses:
Investment advisory and administrative fees	$	1,592,244	$	1,503,114	$	3,103,596	$	2,964,826
Property management fees		756,856		682,326		1,465,035		1,355,359
Distribution and servicing fees		852,591		811,630		1,705,099		1,599,705
Interest expense on mortgages		6,428,895		6,237,945		12,651,054		12,458,857
Interest expense on Credit Facility		3,408,157		2,016,120		6,090,478		3,715,940
Property and maintenance expenses		5,048,789		4,874,946		9,902,729		10,520,578
Property taxes and insurance		2,304,186		2,106,967		4,452,401		4,372,473
Miscellaneous		258,753		140,591		430,294		355,084
Total expenses	$	20,650,471	$	18,373,639	$	39,800,686	$	37,342,822
Deduct –
Reduction of investment advisory
and administrative fees		423,537		405,504		849,969		805,594
Net expenses	$	20,226,934	$	17,968,135	$	38,950,717	$	36,537,228
Net investment income before
minority interests in net income of
controlled subsidiaries	$	5,407,927	$	5,565,575	$	9,616,910	$	9,259,510
Minority interests in net income
of controlled subsidiaries		(1,101,853)		(784,139)		(2,091,693)		(1,153,875)
Net investment income	$	4,306,074	$	4,781,436	$	7,525,217	$	8,105,635

See notes to unauditedcondensed consolidated financial statements

4

BELPORT 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)	$   24,990,573	$ 2,131,974	$ 39,757,153	$   1,154,930
Investment transactions in Partnership
Preference Units (identified cost basis)	31,558	1,986,531	953,440	2,992,025
Investment transactions in other real estate (net of
minority interests in realized gain of controlled
subsidiary of $0, $13,048, $0 and
$13,048, respectively)	-	43,930	-	43,930
Interest rate swap agreements(1)	529,634	(403,493)	839,175	(1,028,740)
Net realized gain	$ 25,551,765	$ 3,758,942	$ 41,549,768	$ 3,162,145
Change in unrealized appreciation (depreciation) –
Investments, securities sold short and foreign
currency allocated from Belvedere Company
(identified cost basis)	$ (54,151,698)	$ 329,773	$ (2,556,115)	$ (37,739,806)
Investments in Partnership Preference Units
(identified cost basis)	(921,410)	(759,471)	(2,397,305)	(428,017)
Investments in other real estate (net of minority
interests in unrealized appreciation (depreciation) of
controlled subsidiaries of $6,236,720, $4,599,082,
$11,544,058 and $17,336,168, respectively)	8,079,950	10,958,902	14,928,292	49,539,247
Interest rate swap agreements	1,595,379	(4,014,239)	3,973,425	220,299
Net change in unrealized appreciation (depreciation)	$ (45,397,779)	$ 6,514,965	$ 13,948,297	$  11,591,723
Net realized and unrealized gain (loss)	$ (19,846,014)	$ 10,273,907	$ 55,498,065	$  14,753,868
Net increase (decrease) in net assets from operations	$ (15,539,940)	$ 15,055,343	$ 63,023,282	$  22,859,503

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

See notes to unaudited condensed consolidated financial statements

5

BELPORT 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	$	7,525,217	$	14,966,842
Net realized gain from investment transactions, securities
sold short, foreign currency transactions and interest rate
swap agreements		41,549,768		47,457,237
Net change in unrealized appreciation (depreciation) of
investments, securities sold short, foreign currency and
interest rate swap agreements		13,948,297		75,971,404
Net increase in net assets from operations	$	63,023,282	$	138,395,483
Transactions in Fund Shares –
Net asset value of Fund Shares issued to Shareholders in
payment of distributions declared	$	10,763,342	$	9,945,092
Net asset value of Fund Shares redeemed		(64,263,133)		(99,358,472)
Net decrease in net assets from Fund Share transactions	$	(53,499,791)	$	(89,413,380)
Distributions –
Distributions to Shareholders	$	(21,442,862)	$	(19,721,889)
Total distributions	$	(21,442,862)	$	(19,721,889)
Net increase (decrease) in net assets	$	(11,919,371)	$	29,260,214
Net assets:
At beginning of period	$	1,687,020,721	$	1,657,760,507
At end of period	$	1,675,101,350	$	1,687,020,721

See notes to unauditedcondensed consolidated financial statements

6

BELPORT 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 in net assets from operations	$	63,023,282	$	22,859,503
Adjustments to reconcile net increase in net assets from operations
to net cash flows from (for) operating activities –
Net investment income allocated from Belvedere Company	(10,346,780)			(9,227,389)
Decrease in short-term investments		1,283,828		678,070
(Increase) decrease in distributions and interest receivable		(2,965,243)		87,689
Increase in interest receivable for open swap agreements		(30,025)		-
Increase in escrow deposits		(1,137,880)		(1,120,562)
(Increase) decrease in other assets		888,415		(402,173)
Increase in payable to affiliate for investment advisory and administrative fees		24,345		-
Decrease in payable to affiliate for distribution and servicing fees		(1,969)		-
Decrease in interest payable for open swap agreements		-		(36,209)
Increase (decrease) in security deposits, accrued interest and
accrued other expenses and liabilities		(56,698)		1,321,958
Increase in accrued property taxes		1,515,691		1,626,210
Purchases of Partnership Preference Units	(17,506,169)			(10,006,612)
Proceeds from sales of Partnership Preference Units		34,099,737		34,152,876
Payments for investments in other real estate	(41,176,871)			-
Proceeds from sale of investment in other real estate		-		56,978
Improvements to rental property		(2,729,032)		(2,777,778)
Interest earned (incurred) on interest rate swap agreements		839,175		(1,028,740)
Minority interests in net income of controlled subsidiaries		2,091,693		1,153,875
Net realized gain from investment transactions, securities sold short,
foreign currency transactions and interest rate swap agreements	(41,549,768)			(3,162,145)
Net change in unrealized (appreciation) depreciation of investments,
securities sold short, foreign currency and interest rate swap agreements	(13,948,297)			(11,591,723)
Net cash flows from (for) operating activities	$     (27,682,566)		$	22,583,828
Cash Flows From (For) Financing Activities –
Proceeds from Credit Facility	$	49,500,000	$	10,000,000
Repayments of Credit Facility	(19,400,000)			(18,000,000)
Proceeds from notes payable to minority shareholder		10,312,500		-
Distributions paid to Shareholders	(10,679,520)			(9,776,797)
Payments for Fund Shares redeemed		(2,375,980)		(2,503,356)
Net cash flows from (for) financing activities	$	27,357,000	$	(20,280,153)
Net increase (decrease) in cash	$	(325,566)	$	2,303,675
Cash at beginning of period	$	5,730,922	$	6,014,571
Cash at end of period	$	5,405,356	$	8,318,246

See notes to unauditedcondensed consolidated financial statements

7

BELPORT 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	$	5,986,248	$	3,662,608
Interest paid on mortgages	$	12,454,902	$	12,347,170
Interest paid (received) on swap agreements	$	(809,150)	$	1,064,949
Market value of securities distributed in payment of
redemptions	$	68,823,670	$	26,415,861

See notes to unaudited condensed consolidated financial statements

8

BELPORT 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	$	111.620		$	103.950
Income (loss) from operations
Net investment income(1)	$	0.505		$	0.957
Net realized and unrealized gain		3.665			7.953
Total income from operations	$	4.170		$	8.910
Distributions
Distributions to Shareholders	$	(1.420)		$	(1.240)
Total distributions	$	(1.420)		$	(1.240)
Net asset value – End of period	$	114.370		$	111.620
Total Return(2)		3.77%			8.72%
Ratios as a percentage of average net assets(3)
Expenses of Consolidated Real Property Subsidiaries
Interest and other borrowing costs(4)		1.09%	(9)		1.18%
Operating expenses(4)		1.40%    (9)			1.49%
Belport Capital Fund LLC Expenses
Interest and other borrowing costs(5)(6)		0.72%	(9)		0.51%
Investment advisory and administrative fees, distribution and
servicing fees and other operating expenses(5)(7)		1.10%	(9)		1.10%
Total expenses		4.31%   (9)			4.28%
Net investment income(6)		0.89%	(9)		0.91%
Ratios as a percentage of average gross assets(3)(8)
Expenses of Consolidated Real Property Subsidiaries
Interest and other borrowing costs(4)		0.83%	(9)		0.89%
Operating expenses(4)		1.06%    (9)			1.12%
Belport Capital Fund LLC Expenses
Interest and other borrowing costs(5)(6)		0.55%	(9)		0.38%
Investment advisory and administrative fees, distribution and
servicing fees and other operating expenses(5)(7)		0.83%	(9)		0.83%
Total expenses		3.27%	(9)		3.22%
Net investment income(6)		0.68%	(9)		0.69%
Supplemental Data
Net assets, end of period (000’s omitted)	$	1,675,101		$	1,687,021
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 Belport Realty Corporation’s (Belport Realty) controlled subsidiaries are reduced by the proportionate interest therein of investors other than Belport Realty.
(4)	Includes Belport Realty’s proportional share of expenses incurred by its controlled subsidiaries.
(5)	Includes the expenses of Belport Capital Fund LLC (Belport Capital) and Belport Realty. Does not include expenses of Belport Realty's controlled subsidiaries.
(6)	Ratios do not include interest incurred or earned in connection with interest rate swap agreements. Had such amounts been included, ratios would be higher.
(7)	Includes Belport 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 Belport Capital (including Belport Capital’s interest in Belvedere Company and Belport 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 Belport Realty's controlled subsidiaries are reduced by the proportionate interests therein of investors other than Belport 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 unauditedcondensed consolidated financial statements
9

BELPORT 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 Belport Capital Fund LLC (Belport 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 Belport 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 andCommon 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 Belport Capital’s net asset value per Share of $114.37 and $111.62 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
May 23, 2001	$108.93	$5.44	$106.18	$5.44
July 26, 2001	$109.39	$4.98	$106.64	$4.98
December 18, 2001	$109.54	$4.83	$106.79	$4.83

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	$	68,823,670	$	26,415,861
Acquisition of other real estate(1)	$	41,176,871	$	-
Sales of other real estate	$	-	$	56,978
Purchases of Partnership Preference Units	$	17,506,169	$	10,006,612
Sales of Partnership Preference Units(2)	$	34,099,737	$	34,152,876

(1)	In April 2006, Monadnock Property Trust LLC (Monadnock) purchased a multifamily residential property for $41,176,871.
(2)	Sales of Partnership Preference Units for the six months ended June 30, 2006 and 2005 represent Partnership Preference Units sold to real estate investment affiliates of other investment funds advised by Boston Management and Research for which gains of $953,440 and $2,992,025 were recognized, respectively.

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:

11

	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)	$	1,648,935,960	$	1,631,310,214
Income allocated to Belvedere Company from the Portfolio	$	124,577,537	$	108,215,319
Income allocated to the Fund from Belvedere Company	$	15,353,596	$	14,124,283
Expenses allocated to Belvedere Company from the Portfolio	$	30,250,511	$	27,963,656
Expenses allocated to the Fund from Belvedere Company	$	5,006,816	$	4,896,894
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	$	39,757,153	$	1,154,930
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	$	(2,556,115)	$	(37,739,806)

(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 12.1% and 13.0% of Belvedere Company’s net assets, respectively.

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

12

	June 30, 2006		December 31, 2005		June 30, 2005
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

Belport 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 Belport Capital's net asset value. Under such agreements, Belport 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.

	Notional			Initial
	Amount			Optional	Final	Unrealized Appreciation at
Effective	(000’s	Fixed	Floating	Termination	Termination
Date	omitted)	Rate	Rate	Date	Date	June 30, 2006	December 31, 2005
10/03	$ 34,905	4.565%	LIBOR + 0.20%	3/05	6/10	$ 1,505,170	$      921,063
10/03	46,160	4.045%	LIBOR + 0.20%	2/10	6/10	2,754,665	1,759,978
10/03	109,822	3.945%	LIBOR + 0.20%	-	6/10	6,920,651	4,526,020
						$ 11,180,486	$ 7,207,061

6 Debt

A Credit Facility– On June 30, 2006, Belport Capital amended its credit arrangement with Merrill Lynch Mortgage Capital, Inc. to increase the amount of the revolving loan facility by $60,000,000 to an aggregate principal amount of $114,000,000. 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 $42,500,000.

There were no changes to the terms of Belport 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 $218,500,000.

13

B Notes Payable – Belport Capital and the minority shareholder of Monadnock loaned amounts to the Monadnock real estate joint venture to fund the purchases of real property. The notes are expected to be repaid with proceeds from sales of real property held by Monadnock. The notes bear interest on the outstanding principal amount at the rate of 8.75% . The entire outstanding principal balance of the notes, plus all accrued unpaid interest thereon is due and payable at maturity, generally one year from the date of inception of each note. All balances and transactions related to the notes payable to Belport Capital have been eliminated through consolidation of the financial statements. The note payable principal balances and accrued and unpaid interest due to Belport Capital and minority shareholder of Monadnock at June 30, 2006 amount to $30,937,500 and $222,496 and $10,312,500 and $74,166, respectively.

7 Segment Information

Belport 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, Belport Capital invests in real estate assets through its subsidiary, Belport Realty Corporation (Belport Realty). Belport Realty invests directly and indirectly in Partnership Preference Units and indirectly in real property through its controlled subsidiaries, Bel Multifamily Property Trust (Bel Multifamily) and Monadnock. The Fund’s revenues from the real estate assets primarily consist of consolidated rental income from Bel Multifamily and Monadnock and distribution income from Partnership Preference Units.

Belport 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 Belport Capital on a consolidated basis. No reportable segments have been aggregated. Reportable information by segment is as follows:

	Three Months Ended				Six Months Ended
	June 30, 2006		June 30, 2005		June 30, 2006		June 30, 2005
Revenues
The Portfolio*	$	5,824,480	$	4,872,058	$	10,346,780	$	9,227,389
Real Estate		19,717,019		18,547,719		38,019,520		36,380,039
Unallocated		93,362		113,933		201,327		189,310
Total revenues	$	25,634,861	$	23,533,710	$	48,567,627	$	45,796,738
Net increase (decrease) in
net assets from operations
The Portfolio*	$	(23,844,756)	$	6,888,411	$	46,508,809	$	(28,245,233)
Real Estate		9,674,853		9,198,370		19,213,868		53,133,064
Unallocated(1)		(1,370,037)		(1,031,438)		(2,699,395)		(2,028,328)
Net increase (decrease) in
net assets from operations	$	(15,539,940)	$	15,055,343	$	63,023,282	$	22,859,503

14

	June 30, 2006		December 31, 2005
Net assets
The Portfolio*	$	1,632,211,934	$ 1,646,569,258
Real Estate		83,765,462	62,045,080
Unallocated(2)		(40,876,046)	(21,593,617)
Net Assets	$	1,675,101,350	$ 1,687,020,721

*Belport Capital invests indirectly in the Portfolio through Belvedere Company.
(1)	Unallocated amounts pertain to the overall operation of Belport Capital and do not pertain to either segment. Included in this
	amount are distribution and servicing fees of $852,591, $811,630, $1,705,099 and $1,599,705 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
	allocable to reportable segments. As of June 30, 2006 and December 31, 2005, such borrowings totaled $44,667,378 and
	$27,842,892, 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 $4,619,441 and $7,058,188, respectively.

15

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 ofBelport 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-0.90% for the quarter endedJune 30, 2006. This return reflectsa decrease in the Fund’s net asset value per share from $115.41 to $114.37 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 of0.92%for the quarter ended June 30, 2005. This return reflectedan increase in the Fund’s net asset value per share from $103.20 to $104.15 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, theS&P 500 Index. It is not possible to invest directly in an Index.

16

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 Belport Realty Corporation (Belport Realty). As of June 30, 2006, real estate investments included majority interests in two real estate joint ventures (Real Estate Joint Ventures), Bel Multifamily Property Trust (Bel Multifamily) and Monadnock Property Trust LLC (Monadnock), 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). Bel Multifamily and Monadnock own multifamily properties. As of June 30, 2006, the estimated fair value of the Fund’s real estate investments represented 29.9% of the Fund’s total assets on a consolidated basis. After adjusting for the minority interest in Bel Multifamily and Monadnock, the Fund’s real estate investments represented 32.0% of the Fund’s net assets as of June 30, 2006.

In April 2006, Monadnock completed the acquisition of a multifamily property for approximately $41.2 million. The acquired asset is intended to replace one or more properties expected to be sold during the third quarter of 2006.

During the quarter ended June 30, 2006, rental income from real estate operations was approximately $19.1 million compared to approximately $17.0 million for the quarter ended June 30, 2005, an increase of $2.1 million or 12%. This increase in rental income from real estate operations was due to higher rental revenue at the properties held by Bel Multifamily and Monadnock and the acquisition of a multifamily property by Monadnock referenced above. During the quarter ended June 30, 2005, rental income increased due to the acquisition of additional multifamily properties by Monadnock during the last six months of 2004, and also due to modestly higher rental revenues at both Bel Multifamily and Monadnock.

During the quarter ended June 30, 2006, property operating expenses were approximately $8.1 million compared to approximately $7.7 million for the quarter ended June 30, 2005, an increase of $0.4 million or 5%. The increase in property operating expenses was principally due to the acquisition of a multifamily property by Monadnock referenced above. Property operating expenses for the quarter ended June 30, 2005 increased principally due to Monadnock’s ownership of more multifamily properties referenced above.

Improvements in multifamily property operating conditions are being seen in numerous markets around the country, reflecting a better supply/demand balance. Boston Management and Research (Boston Management), the Fund’s investment adviser, expects this favorable trend to continue, although higher operating expenses and capital expenditures attributable to maintenance costs are expected to offset a part of the improvement in rental income.

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 Bel Multifamily and Monadnock) of approximately $8.1 million compared to unrealized appreciation of approximately $11.0 million during the quarter ended June 30, 2005. Net unrealized appreciation of approximately $8.1 million during the quarter ended June 30, 2006 was due to net increases in the estimated fair values of the multifamily properties held by Bel Multifamily and Monadnock. Net unrealized appreciation of approximately $11.0 million during the quarter ended June 30, 2005 consisted of net unrealized appreciation in the value of the multifamily properties held by Bel Multifamily and Monadnock.

During the quarter ended June 30, 2006, Belport Realty acquired interests in additional Partnership Preference Units for approximately $17.5 million. During the quarter ended June 30, 2006, Belport Realty also sold certain of its Partnership Preference Units for approximately $7.7 million (representing sales to real estate investment affiliates of other investment funds advised by Boston Management), recognizing a minimal gain on the transactions. 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 depreciation of approximately $0.8 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 primarily attributable to decreases in the per unit values of Partnership Preference Units. The net unrealized depreciation of approximately $0.8 million at June 30, 2005 consisted of approximately $0.9 million of unrealized appreciation as a result

17

of increases in the per unit values of Partnership Preference Units, offset by approximately $1.7 million of unrealized depreciation resulting from the recharacterization of previously recorded unrealized appreciation as realized gains due to the sales of Partnership Preference Units.

Distributions from Partnership Preference Units for the quarter ended June 30, 2006 were approximately $0.5 million compared to approximately $1.0 million for the quarter ended June 30, 2005, a decrease of $0.5 million or 50%. The decrease was principally due to fewer Partnership Preference Units held on average during the quarter, partially offset by higher average distribution rates for the 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 $2.1 million, compared to net realized and unrealized losses of approximately $4.4 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 $1.6 million of unrealized appreciation due to changes in swap agreement valuations and $0.5 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 statments). For the quarter ended June 30, 2005, net realized and unrealized losses on swap agreements consisted of unrealized depreciation of $4.0 million on swap agreement valuation changes and $0.4 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 was3.77% for thesix months endedJune 30, 2006. This return reflectsan increase in the Fund’s net asset value per share from $111.62 to $114.37 and a distribution of $1.42 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 of1.44%for the six months ended June 30, 2005. This return reflectedan increase in the Fund’s net asset value per share from $103.95 to $104.15 and a distribution of $1.24 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 $37.0 million compared to approximately $33.9 million for the six months ended June 30, 2005, an increase of $3.1 million or 9%. This increase in rental income from real estate operations was principally due to higher rental revenue at the properties of Bel Multifamily and Monadnock and the acquisition of a multifamily property by

18

Monadnock referenced above. For the six months ended June 30, 2005, rental income from real estate operations increased principally due to Monadnock’s ownership of more multifamily properties.

During the six months ended June 30, 2006, property operating expenses were approximately $15.8 million compared to approximately $16.2 million for the six months ended June 30, 2005, a decrease of $0.4 million or 2%. This decrease in property operating expenses was principally due to a decrease in the property operating expenses of Monadnock, partially offset by increases in property operating expenses of Bel Multifamily and the aquisition of a multifamily property by Monadnock referenced above. During the six months ended June 30, 2005, property operating expenses increased principally due to Monadnock’s ownership of more multifamily properties and also due to modestly higher expenses for continuing operations.

The estimated fair values of the real properties indirectly held through Belport Realty was approximately $678.6 million at June 30, 2006 compared to approximately $608.3 million at December 31, 2005, a net increase of $70.3 million or 12%. This net increase in the estimated fair values of the real properties for the six months ended June 30, 2006 was principally due to the acquisition of a multifamily property for approximately $41.2 million by Monadnock and due to net increases in the estimated values of multifamily properties held by Bel Multifamily and Monadnock. Property values have increased due both to growth expected in near-term property earnings 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 value of its other real estate investments (which include Bel Multifamily and Monadnock) of approximately $14.9 million compared to approximately $49.5 million of unrealized appreciation for the six months ended June 30, 2005, a decrease of $34.6 million. Net unrealized appreciation of $14.9 million during the six months ended June 30, 2006 was due to net increases in the estimated fair values of the multifamily properties held by Bel Multifamily and Monadnock. Net unrealized appreciation of $49.5 million during the six months ended June 30, 2005 was due to increases in the estimated fair values of the multifamily properties held by Bel Multifamily and Monadnock.

During the six months ended June 30, 2006, Belport Realty acquired interests in additional Partnership Preference Units for approximately $17.5 million. During the six months ended June 30, 2006, Belport Realty also sold certain of itsPartnership Preference Units for approximately $34.1 million (representing sales to real estate investment affiliates of other investment funds advised by Boston Management), recognizing a net gain of approximately $1.0 million on the transactions.

At June 30, 2006, the estimated fair value of Belport Realty’s Partnership Preference Units was approximately $36.3 million compared to approximately $54.4 million at December 31, 2005, a decrease of $18.1 million or 33%. The net decrease in the estimated fair values 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 $2.4 million during the six months ended June 30, 2006 compared to net unrealized depreciation of approximately $0.4 million for the six months ended June 30, 2005. The net unrealized depreciation of approximately $2.4 million during the six months ended June 30, 2006 consisted of approximately $1.5 million of unrealized depreciation as a result of decreases in the per unit values of Partnership Preference Units during the period, and approximately $0.9 million of unrealized depreciation resulting from the recharacterization of previously recorded unrealized appreciation as realized gains due to the sales of Partnership Preference Units. The net unrealized depreciation of approximately $0.4 million during the first six months of 2005 consisted of approximately $1.9 million of unrealized appreciation as a result of increases in the per unit values of Partnership Preference Units during the period, offset by approximately $2.3 million of unrealized depreciation resulting from the recharacterization of previously recorded unrealized appreciation as realized gains due to the sales of Partnership Preference Units.

Distributions from Partnership Preference Units for the six months ended June 30, 2006 were approximately $0.9 million compared to approximately $1.9 million for the six months ended June 30, 2005, a decrease of $1.0 million or 53%. The decrease was principally due to fewer Partnership Preference Units held on average during the six months ended June 30, 2006, partially offset by higher average distribution rates on Partnership Preference Units held during the period. 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.

19

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 $4.8 million, compared to net realized and unrealized losses of approximately $0.8 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 $4.0 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, net realized and unrealized losses on swap agreements consisted of unrealized appreciation of $0.2 million on swap agreement valuation changes offset by $1.0 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.

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. toincrease the amount available by $60.0 million to an aggregate amount available for borrowing of $114.0 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 $261.0 million and unused loan commitments of $70.0 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$11.2 million. As ofDecember 31, 2005, the accumulated unrealizedappreciation related to the interest rate swap agreements was approximately$7.2 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 ofBel Multifamily and Monadnock. 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.

20

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

							Estimated
							Fair Value
							as of
							June 30,
	2007-2008	2009	2010	2011	Thereafter	Total	2006
Rate sensitive liabilities:
Long-term debt:
Fixed-rate mortgages		$15,307,500		$345,800,000		$361,107,500	$368,600,000
Average interest rate		7.89%		6.73%		6.78%
Variable-rate Credit Facility			$261,000,000			$261,000,000	$261,000,000
Average interest rate			5.56%			5.56%
Rate sensitive derivative
financial instruments:
Pay fixed/receive variable interest
rate swap agreements			$190,887,000			$190,887,000	$11,180,486
Average pay rate			4.08%			4.08%
Average receive rate			5.53%			5.53%
Rate sensitive investments:
Fixed-rate Partnership Preference
Units:
Colonial Realty Limited Partnership,
7.25% Series B Cumulative
Redeemable Perpetual Preferred
Units, Callable 8/24/09,
Current Yield: 7.83%			$9,637,020			$9,637,020	$9,264,000
MHC Operating Limited Partnership,
8.0625% Series D Cumulative
Redeemable Perpetual Prefrence
Units, Callable 3/24/10,
Current Yield: 8.32%			$10,000,000			$10,000,000	$9,696,000
PSA Institutional Partners, L.P.,
7.25% Series J Cumulative
Redeemable Perpetual Preferred
Units, Callable 5/9/11,
Current Yield: 7.28%				$10,000,000		$10,000,000	$9,964,000
Vornado Realty, L.P., 7.0% Series
D-10 Cumulative Redeemable
Preferred Units, Callable 11/17/08,
Current Yield: 7.50%(1)		$6,656,061				$ 6,656,061	$ 7,401,760

*The amounts listed reflect the Fund’s positions as ofJune 30, 2006. The Fund’s current positions may differ.

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(1)Belport Realty’s interest in these Partnership Preference Units is held through Bel 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.

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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	68,740.873	$115.99
May 31, 2006	69,193.745	$114.80
June 30, 2006	77,250.792	$112.88
Total	215,185.410	$113.74

(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.

BELPORTCAPITAL 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

26