|UNITED STATESSECURITIES AND EXCHANGE
      COMMISSIONWashington, 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
      endedSeptember 30, 2005                                        
|[  
      ] |  | Transition Report Pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of 1934
|            |  | For the transition period from                                                                

Commission
File No.000-32633



|Belmar Capital Fund LLC(Exact name of registrant as
      specified in its charter)
|-----------------------------------------------------------------------------------

Delaware
    
    04-3508106(State of organization)
    
    (I.R.S. Employer Identification
      No.)The Eaton Vance Building255 State StreetBoston,
      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 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

YES
    
    __X__
    
    NO _____


Indicate by
check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Securities Exchange Act of 1934).

YES
    
    __X__
    
    NO _____


---

|              |  |                             |  | 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      |  |   
|              |  |                             |  | September 30, 2005
      (Unaudited) and December 31, 2004                   |  | 3 
|              |  |                             |  | Condensed Consolidated
      Statements of Operations (Unaudited) for the    |  |   
|              |  |                             |  | Three Months Ended
      September 30, 2005 and 2004 and for the Nine Months |  |   
|              |  |                             |  | Ended September 30, 2005
      and 2004                                      |  | 4 
|              |  |                             |  | Condensed Consolidated
      Statements of Changes in Net Assets for the     |  |   
|              |  |                             |  | Nine Months Ended
      September 30, 2005 (Unaudited) and the Year          |  |   
|              |  |                             |  | Ended December 31,
      2004                                                |  | 6 
|              |  |                             |  | Condensed Consolidated
      Statements of Cash Flows (Unaudited) for the    |  |   
|              |  |                             |  | Nine Months Ended
      September 30, 2005 and 2004                          |  | 7 
|              |  |                             |  | Financial Highlights for
      the Nine Months Ended                         |  |   
|              |  |                             |  | September 30, 2005
      (Unaudited) and the Year Ended December 31, 2004    |  | 9 
|              |  |                             |  | Notes to Condensed
      Consolidated Financial Statements                   |  |   
|              |  |                             |  | as of September 30, 2005
      (Unaudited)                                   |  | 10
|Item          |  | 2.                          |  | Managements Discussion
      and Analysis of Financial Condition (MD&A)     |  |   
|              |  |                             |  | and Results of
      Operations                                              |  | 17
|Item          |  | 3.                          |  | Quantitative and
      Qualitative Disclosures About Market Risk             |  | 22
|Item          |  | 4.                          |  | Controls and
      Procedures                                                |  | 23
|PART
      II |  | OTHER
      INFORMATION     |  |                                                                             
|Item          |  | 1.                          |  | Legal
      Proceedings                                                      |  | 23
|Item          |  | 2.                          |  | Unregistered Sales of
      Equity Securities and Use of Proceeds            |  | 24
|Item          |  | 3.                          |  | Defaults Upon Senior
      Securities                                        |  | 24
|Item          |  | 4.                          |  | Submission of Matters to a
      Vote of Security Holders                    |  | 24
|Item          |  | 5.                          |  | Other
      Information                                                      |  | 24
|Item          |  | 6.                          |  | Exhibits                                                                     |  | 24
|SIGNATURES    |  | 25                         
|EXHIBIT INDEX |  | 26                         

2

---

|PART I. FINANCIAL
      INFORMATION                                        |  |                          |  |               |  |                                  
|-------------------------------------------------------------------------- |  | ------------------------ |  | ------------- |  | ---------------------------------
|Item 1. Financial
      Statements.                                        |  |                          |  |               |  |                                  
|                                                                          
|BELMAR
      CAPITAL FUND LLC                                              |  |                          |  |               |  |                                  
|Condensed Consolidated
      Statements of Assets and Liabilities          |  |                          |  |               |  |                                  
|                                                                          
|                                                                           |  | September 30,
      2005 |  | December 31, 
|                                                                           |  |                          |  | (Unaudited)   |  | 2004                             
|                                                                           |  |                          |  |              
|Assets:                                                                    |  |                          |  |               |  |                                  
|Investment in
      Belvedere Capital Fund Company LLC                     |  |                          |  |               |  |                                  
|(Belvedere Company)                                                        |  | $                        |  | 1,980,647,865 |  | $       
       2,015,871,844    
|Investment in
      Partnership Preference Units                           |  |                          |  | 53,980,844    |  | 63,687,600                       
|Investment in
      other real estate                                      |  |                          |  | 581,531,919   |  | 579,496,359                      
|Short-term
      investments                                               |  |                          |  | 2,352,924     |  | 1,700,000                        
|                                                                           |  |                          |  |              
|Total
      investments                                                    |  | $                        |  | 2,618,513,552 |  | $        
      2,660,755,803    
|Cash                                                                       |  |                          |  | 8,234,305     |  | 6,789,395                        
|Open interest
      rate swap agreements, at value                         |  |                          |  | 8,364,927     |  | 2,701,342                        
|Distributions
      and interest receivable                                |  |                          |  | 288           |  | 6,511                            
|Other
      assets                                                         |  |                          |  | 6,258,464     |  | 6,789,882                        
|                                                                           |  |                          |  |              
|Total assets                                                               |  | $                        |  | 2,641,371,536 |  | $       
       2,677,042,933    
|                                                                           |  |                          |  |              
|                                                                          
|Liabilities:                                                               |  |                          |  |               |  |                                  
|Loan payable 
      Credit Facility                                       |  | $                        |  | 304,000,000   |  | $           
      290,000,000   
|Mortgages
      payable                                                    |  |                          |  | 451,590,399   |  | 455,098,913                      
|Payable for
      Fund Shares redeemed                                     |  |                          |  | 925,412       |  | -                                
|Payable to
      affiliate for investment advisory and administrative fees |  |                          |  | 427,890       |  | -                                
|Payable to
      affiliate for distribution and servicing fees             |  |                          |  | 578,407       |  | -                                
|Security
      deposits                                                    |  |                          |  | 619,173       |  | 502,487                          
|Accrued
      expenses:                                                    |  |                          |  |               |  |                                  
|Swap interest expense                                                      |  |                          |  | 32,527        |  | 144,508                          
|Interest expense                                                           |  |                          |  | 1,971,943     |  | 1,903,452                        
|Property taxes                                                             |  |                          |  | 1,011,841     |  | 30,839                           
|Other expenses and liabilities                                             |  |                          |  | 1,748,896     |  | 2,879,715                        
|Minority
      interests in controlled subsidiaries                        |  |                          |  | 13,683,078    |  | 15,995,521                       
|                                                                           |  |                          |  |              
|Total
      liabilities                                                    |  | $                        |  | 776,589,566   |  | $          
       766,555,435   
|                                                                           |  |                          |  |              
|                                                                          
|Net assets                                                                 |  | $                        |  | 1,864,781,970 |  | $        
      1,910,487,498    
|                                                                           |  |                          |  |              
|                                                                          
|Shareholders
      Capital                                                |  | $                        |  | 1,864,781,970 |  | $        
      1,910,487,498    
|                                                                           |  |                          |  |              
|                                                                          
|Shares
      outstanding                                                   |  |                          |  | 20,149,568    |  | 20,880,411                       
|                                                                           |  |                          |  |              
|                                                                          
|Net asset value and
      redemption price per Share                       |  | $                        |  | 92.55         |  | $                   
       91.50
|                                                                           |  |                          |  |              

See notes
to unaudited condensed consolidated financial statements

3

---

|BELMAR
      CAPITAL FUND LLC                                     |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |            
|----------------------------------------------------------------- |  | ------------------ |  | ------------------------ |  | ------------------ |  | ----------------------- |  | - |  | ----------- |  | - |  | -----------
|Condensed Consolidated Statements of Operations
      (Unaudited) |  |                    |  |                          |  |                    |  |                         |  |   |  |            
|                                                                 
|                                                                  |  |                    |  | Three Months
      Ended |  |                    |  | Nine Months
      Ended
|                                                                  |  |                    |  |                         
|                                                                  |  | September 30, 2005 |  | September 30, 2004       |  | September 30, 2005 |  | September 30, 2004     
|Investment Income:                                                |  |                    |  |                          |  |                    |  |                        
|Dividends
      allocated from Belvedere Company                  |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |            
|(net of foreign taxes of $50,880, $79,280,                        |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |            
|$414,469 and $324,083, respectively)                              |  | $                  |  | 7,754,451                |  | $                  |  | 7,130,416               |  | $ |  | 24,483,494  |  | $ |  | 21,458,195 
|Interest
      allocated from Belvedere Company                   |  |                    |  | 50,178                   |  |                    |  | 12,098                  |  |   |  | 148,210     |  |   |  | 67,873     
|Expenses
      allocated from Belvedere Company                   |  |                    |  | (2,975,165)              |  |                    |  | (2,857,329)             |  |   |  | (8,812,238) |  |   |  | (8,734,857)
|                                                                  |  |                    |  |                          |  |                    |  |                        
|Net investment
      income allocated from                        |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |            
|Belvedere Company                                                 |  | $                  |  | 4,829,464                |  | $                  |  | 4,285,185               |  | $ |  | 15,819,466  |  | $ |  | 12,791,211 
|Rental
      income                                               |  |                    |  | 11,200,910               |  |                    |  | 18,553,658              |  |   |  | 33,448,052  |  |   |  | 43,685,281 
|Distributions
      from Partnership Preference Units             |  |                    |  | 625,125                  |  |                    |  | 2,656,063               |  |   |  | 1,918,083   |  |   |  | 12,865,212 
|Interest                                                          |  |                    |  | 126,283                  |  |                    |  | 118,907                 |  |   |  | 515,343     |  |   |  | 504,354    
|                                                                  |  |                    |  |                          |  |                    |  |                        
|Total investment
      income                                     |  | $                  |  | 16,781,782               |  | $                  |  | 25,613,813              |  | $ |  | 51,700,944  |  | $ |  | 69,846,058 
|                                                                  |  |                    |  |                          |  |                    |  |                        
|                                                                 
|Expenses:                                                         |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |            
|Investment
      advisory and administrative fees                 |  | $                  |  | 1,732,559                |  | $                  |  | 2,145,643               |  | $ |  | 5,202,749   |  | $ |  | 5,914,189  
|Property
      management fees                                    |  |                    |  | 176,376                  |  |                    |  | 438,736                 |  |   |  | 522,035     |  |   |  | 1,102,334  
|Distribution
      and servicing fees                             |  |                    |  | 895,473                  |  |                    |  | 885,242                 |  |   |  | 2,635,022   |  |   |  | 2,738,036  
|Interest
      expense on mortgages                               |  |                    |  | 6,573,884                |  |                    |  | 7,325,098               |  |   |  | 19,612,406  |  |   |  | 20,924,661 
|Interest
      expense on Credit Facility                         |  |                    |  | 2,813,072                |  |                    |  | 2,699,050               |  |   |  | 7,484,339   |  |   |  | 5,647,769  
|Property and
      maintenance expenses                           |  |                    |  | 344,535                  |  |                    |  | 3,329,290               |  |   |  | 1,560,557   |  |   |  | 9,153,931  
|Property taxes
      and insurance                                |  |                    |  | 928,871                  |  |                    |  | 1,884,234               |  |   |  | 2,806,513   |  |   |  | 4,226,575  
|Miscellaneous                                                     |  |                    |  | 379,222                  |  |                    |  | 802,831                 |  |   |  | 1,579,124   |  |   |  | 1,488,451  
|                                                                  |  |                    |  |                          |  |                    |  |                        
|Total
      expenses                                              |  | $                  |  | 13,843,992               |  | $                  |  | 19,510,124              |  | $ |  | 41,402,745  |  | $ |  | 51,195,946 
|Deduct-                                                           |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |            
|Reduction of
      investment advisory                            |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |            
|and administrative fees                                           |  |                    |  | 469,993                  |  |                    |  | 455,190                 |  |   |  | 1,384,279   |  |   |  | 1,404,063  
|                                                                  |  |                    |  |                          |  |                    |  |                        
|Net expenses                                                      |  | $                  |  | 13,373,999               |  | $                  |  | 19,054,934              |  | $ |  | 40,018,466  |  | $ |  | 49,791,883 
|                                                                  |  |                    |  |                          |  |                    |  |                        
|Net investment income
      before minority                       |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |            
|interests in
      net income of                                  |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |            
|controlled
      subsidiaries                                     |  | $                  |  | 3,407,783                |  | $                  |  | 6,558,879               |  | $ |  | 11,682,478  |  | $ |  | 20,054,175 
|Minority interests in net
      income                            |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |            
|of controlled
      subsidiaries                                  |  |                    |  | (289,744)                |  |                    |  | (854,163)               |  |   |  | (759,625)   |  |   |  | (855,891)  
|                                                                  |  |                    |  |                          |  |                    |  |                        
|Net investment
      income                                       |  | $                  |  | 3,118,039                |  | $                  |  | 5,704,716               |  | $ |  | 10,922,853  |  | $ |  | 19,198,284 
|                                                                  |  |                    |  |                          |  |                    |  |                        



|See notes to unaudited condensed consolidated financial
      statements
|------------------------------------------------------------------------

4

---

|BELMAR
      CAPITAL FUND LLC                                                 |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|----------------------------------------------------------------------------- |  | ------------------ |  | ------------------------ |  | ------------------ |  | ----------------------- |  | - |  | ----------- |  | - |  | ------------
|Condensed Consolidated Statements of Operations
      (Unaudited) (Continued) |  |                    |  |                          |  |                    |  |                         |  |   |  |            
|                                                                             
|                                                                              |  |                    |  | Three Months
      Ended |  |                    |  | Nine Months
      Ended
|                                                                              |  |                    |  |                         
|                                                                              |  | September 30, 2005 |  | September 30, 2004       |  | September 30, 2005 |  | September 30, 2004     
|                                                                              |  |                    |  |                          |  |                    |  |                        
|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)                               |  | $                  |  | 6,527,748                |  | $                  |  | 1,379                   |  | $ |  | 7,883,696   |  | $ |  | 11,420,583  
|Investment transactions in Partnership                                        |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|Preference
      Units (identified cost basis)                                |  |                    |  | -                        |  |                    |  | 4,063,620               |  |   |  | 4,349,676   |  |   |  | 40,590,325  
|Investment transactions in other real estate                                  |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|(net minority
      interest in realized gain of                              |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|controlled
      subsidiaries of $307,905, $0,                                |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|$307,905 and
      $0, respectively)                                          |  |                    |  | 1,616,502                |  |                    |  | 908,060                 |  |   |  | 1,616,502   |  |   |  | 908,060     
|Interest rate swap agreements (1)                                             |  |                    |  | (853,766)                |  |                    |  | (5,426,650)             |  |   |  | (3,768,305) |  |   |  | (11,700,552)
|                                                                              |  |                    |  |                          |  |                    |  |                        
|Net realized gain
      (loss)                                                |  | $                  |  | 7,290,484                |  | $                  |  | (453,591)               |  | $ |  | 10,081,569  |  | $ |  | 41,218,416  
|                                                                              |  |                    |  |                          |  |                    |  |                        
|                                                                             
|Change in unrealized
      appreciation (depreciation) -                      |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|Investments,
      securities sold short and foreign                          |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|currency allocated from Belvedere Company                                     |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|(identified cost basis)                                                       |  | $                  |  | 59,250,586               |  | $                  |  | (46,048,567)            |  | $ |  | 13,763,636  |  | $ |  | (552,457)   
|Investment in
      Partnership Preference Units                              |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|(identified cost basis)                                                       |  |                    |  | (468,256)                |  |                    |  | (4,242,068)             |  |   |  | (3,479,557) |  |   |  | (42,589,557)
|Investment in
      other real estate                                         |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|(net of minority interest in unrealized
      appreciation                    |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|(depreciation) of controlled subsidiaries of
      $(191,455),                |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|$(372,466), $(2,515,829) and $(6,780,437),
      respectively)                |  |                    |  | 473,784                  |  |                    |  | (1,654,928)             |  |   |  | 6,602,730   |  |   |  | (1,384)     
|Interest rate
      swap agreements                                           |  |                    |  | 5,263,748                |  |                    |  | (6,086,810)             |  |   |  | 5,663,585   |  |   |  | (839,623)   
|                                                                              |  |                    |  |                          |  |                    |  |                        
|Net change in unrealized
      appreciation (depreciation)                    |  | $                  |  | 64,519,862               |  | $                  |  | (58,032,373)            |  | $ |  | 22,550,394  |  | $ |  | (43,983,021)
|                                                                              |  |                    |  |                          |  |                    |  |                        
|                                                                             
|Net realized and
      unrealized gain (loss)                                 |  | $                  |  | 71,810,346               |  | $                  |  | (58,485,964)            |  | $ |  | 32,631,963  |  | $ |  | (2,764,605) 
|                                                                              |  |                    |  |                          |  |                    |  |                        
|                                                                             
|Net increase (decrease) in
      net assets                                   |  |                    |  |                          |  |                    |  |                         |  |   |  |             |  |   |  |             
|from operations                                                               |  | $                  |  | 74,928,385               |  | $                  |  | (52,781,248)            |  | $ |  | 43,554,816  |  | $ |  | 16,433,679  
|                                                                              |  |                    |  |                          |  |                    |  |                        

(1) Amounts
include periodic payments made in connection with interest rate swap agreements
of $853,766, $2,989,394, $3,768,305 and $9,263,296, respectively (Note
5).

See notes to
unaudited condensed consolidated financial statements

5

---

|BELMAR
      CAPITAL FUND LLC                                                |  |                    |  |               |  |                                
|---------------------------------------------------------------------------- |  | ------------------ |  | ------------- |  | -------------------------------
|Condensed Consolidated
      Statements of Changes in Net Assets             |  |                    |  |               |  |                                
|                                                                            
|                                                                             |  | Nine Months Ended  |  | Year Ended   
|                                                                             |  | September 30, 2005 |  | December 31, 
|                                                                             |  | (Unaudited)        |  | 2004         
|                                                                             |  |                    |  |              
|Increase (Decrease) in Net
      Assets:                                     |  |                    |  |               |  |                                
|From operations
      -                                                      |  |                    |  |               |  |                                
|Net investment
      income                                                  |  | $                  |  | 10,922,853    |  | $            
      25,224,494 
|Net realized
      gain from investment transactions, securities sold short, |  |                    |  |               |  |                                
|foreign currency transactions and interest rate swap
      agreements        |  |                    |  | 10,081,569    |  | 57,671,882                     
|Net change in
      unrealized appreciation (depreciation) of investments,   |  |                    |  |               |  |                                
|securities sold short, foreign currency and interest rate
      swap         |  |                    |  |               |  |                                
|agreements                                                                   |  |                    |  | 22,550,394    |  | 52,072,410                     
|                                                                             |  |                    |  |              
|Net increase in net assets
      from operations                             |  | $                  |  | 43,554,816    |  | $          
      134,968,786  
|                                                                             |  |                    |  |              
|                                                                            
|Transactions in Fund
      Shares -                                          |  |                    |  |               |  |                                
|Net asset
      value of Fund Shares issued to Shareholders in               |  |                    |  |               |  |                                
|payment of distributions declared                                            |  | $                  |  | 9,834,087     |  | $            
       10,101,552
|Net asset
      value of Fund Shares redeemed                                |  |                    |  | (75,725,130)  |  | (129,608,009)                  
|                                                                             |  |                    |  |              
|Net decrease in net assets
      from Fund Share transactions                |  | $                  |  | (65,891,043)  |  | $        
      (119,506,457)  
|                                                                             |  |                    |  |              
|                                                                            
|Distributions
      -                                                        |  |                    |  |               |  |                                
|Distributions
      to Shareholders                                          |  | $                  |  | (23,369,301)  |  | $         
       (25,586,688) 
|                                                                             |  |                    |  |              
|Total
      distributions                                                    |  | $                  |  | (23,369,301)  |  | $          
      (25,586,688) 
|                                                                             |  |                    |  |              
|                                                                            
|Net decrease in net
      assets                                             |  | $                  |  | (45,705,528)  |  | $          
      (10,124,359) 
|                                                                            
|Net assets:                                                                  |  |                    |  |               |  |                                
|At beginning
      of period                                                 |  | $                  |  | 1,910,487,498 |  | $        
      1,920,611,857  
|                                                                             |  |                    |  |              
|At end of
      period                                                       |  | $                  |  | 1,864,781,970 |  | $       
       1,910,487,498  
|                                                                             |  |                    |  |              

See notes
to unaudited condensed consolidated financial statements

6

---

|BELMAR CAPITAL FUND
      LLC                                              |  |                    |  |                         |  |               |  |             
|-------------------------------------------------------------------------- |  | ------------------ |  | ----------------------- |  | ------------- |  | ------------
|Condensed Consolidated Statements of Cash
      Flows (Unaudited)          |  |                    |  |                         |  |               |  |             
|                                                                          
|                                                                           |  |                    |  | Nine
      Months Ended |  |              
|                                                                           |  |                   
|                                                                           |  | September 30, 2005 |  | September 30, 2004     
|                                                                           |  |                    |  |                        
|Cash Flows From (For) Operating Activities
                               |  |                    |  |                         |  |               |  |             
|Net increase in net assets from
      operations                           |  | $                  |  | 43,554,816              |  | $             |  | 16,433,679  
|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               |  |                    |  | (15,819,466)            |  |               |  | (12,791,211)
|Increase in
      escrow deposits                                          |  |                    |  |                         |  |               |  | (265,697)   
|(Increase)
      decrease in other assets                                  |  |                    |  | 2,147,574               |  |               |  | (9,130,315) 
|Decrease in
      distributions and interest receivable                    |  |                    |  | 6,223                   |  |               |  | 1,008,112   
|Decrease in
      interest payable for open swap agreements                |  |                    |  | (111,981)               |  |               |  | (80,848)    
|Increase in
      payable to affiliate for investment advisory and         |  |                    |  |                         |  |               |  |             
|administrative fees                                                        |  |                    |  | 427,890                 |  |               |  | -           
|Increase in
      payable to affiliate for distribution and servicing fees |  |                    |  | 578,407                 |  |               |  | -           
|Increase
      (decrease) in security deposits, accrued interest and       |  |                    |  |                         |  |               |  |             
|accrued other expenses and liabilities                                     |  |                    |  | (945,642)               |  |               |  | 5,873,730   
|Increase
      (decrease) in accrued property taxes                        |  |                    |  | 981,002                 |  |               |  | (705,236)   
|Purchases of
      Partnership Preference Units                            |  |                    |  | (20,000,000)            |  |               |  | (88,924,869)
|Proceeds from
      sales of Partnership Preference Units                  |  |                    |  | 30,576,875              |  |               |  | 341,436,352 
|Payments for
      investments in other real estate                        |  |                    |  |                         |  | (479,631,795)
|Proceeds from
      sale of investment in other real estate                |  |                    |  | 4,078,517               |  |               |  | 159,062,857 
|Cash assumed
      in connection with acquisition                          |  |                    |  |                         |  |               |  |             
|of other real estate investments                                           |  |                    |  | -                       |  |               |  | 15,051      
|Decrease in
      cash due to sale of majority interest in controlled      |  |                    |  |                         |  |               |  |             
|subsidiary                                                                 |  |                    |  | -                       |  |               |  | (395,135)   
|(Increase)
      decrease in short-term investments                        |  |                    |  | (652,924)               |  |               |  | 13,311,476  
|Improvements
      to rental property                                      |  |                    |  | (1,718,925)             |  |               |  | (1,004,811) 
|Interest
      incurred on interest rate swap agreements                   |  |                    |  | (3,768,305)             |  |               |  | (9,263,296) 
|Payment for
      termination of interest rate swap agreements             |  |                    |  |                         |  |               |  | (2,437,256) 
|Minority
      interests in net income of controlled subsidiaries          |  |                    |  | 759,625                 |  |               |  | 855,891     
|Net realized
      gain from investment transactions,                      |  |                    |  |                         |  |               |  |             
|foreign currency transactions and interest rate swap
      agreements      |  |                    |  | (10,081,569)            |  |               |  | (41,218,416)
|Net change in
      unrealized (appreciation) depreciation of investments, |  |                    |  |                         |  |               |  |             
|foreign currency and interest rate swap
      agreements                   |  |                    |  | (22,550,394)            |  |               |  | 43,983,021  
|                                                                           |  |                    |  |                        
|Net cash flows from (for) operating
      activities                       |  | $                  |  | 7,461,723               |  | $             |  | (63,868,716)
|                                                                           |  |                    |  |                        
|                                                                          
|Cash Flows From (For) Financing Activities
      -                         |  |                    |  |                         |  |               |  |             
|Proceeds from Credit
      Facility                                        |  | $                  |  | 33,000,000              |  | $             |  | 347,000,000 
|Repayments of Credit
      Facility                                        |  |                    |  | (19,000,000)            |  | (263,000,000)
|Repayments of
      mortgages                                              |  |                    |  | (3,508,514)             |  |               |  | (3,871,712) 
|Issuance of real estate
      joint venture preferred shares               |  |                    |  | 240,000                 |  |               |  | -           
|Payments for Fund Shares
      redeemed                                    |  |                    |  | (2,108,941)             |  |               |  | (2,169,077) 
|Distributions paid to
      Shareholders                                   |  |                    |  | (13,535,214)            |  |               |  | (15,485,136)
|Distributions paid to
      minority shareholders                          |  |                    |  | (1,104,144)             |  |               |  | (16,800)    
|                                                                           |  |                    |  |                        
|Net cash flows (for) from financing
      activities                       |  | $                  |  | (6,016,813)             |  | $             |  | 62,457,275  
|                                                                           |  |                    |  |                        
|                                                                          
|Net increase (decrease) in cash                                            |  | $                  |  | 1,444,910               |  | $             |  | (1,411,441) 
|                                                                          
|Cash at beginning of period                                                |  | $                  |  | 6,789,395               |  | $             |  | 6,605,096   
|                                                                           |  |                    |  |                        
|Cash at end of period                                                      |  | $                  |  | 8,234,305               |  | $             |  | 5,193,655   
|                                                                           |  |                    |  |                        
|                                                                          
|                                                                          
|See notes to unaudited condensed consolidated financial
      statements  

7

---

|BELMAR
      CAPITAL FUND LLC                                                 |  |                                              |  |                          |  |             |  |            
|----------------------------------------------------------------------------- |  | -------------------------------------------- |  | ------------------------ |  | ----------- |  | -----------
|Condensed Consolidated
      Statements of Cash Flows (Unaudited) (Continued) |  |                                              |  |                          |  |             |  |            
|                                                                             
|                                                                              |  | Nine Months
      Ended                     
|                                                                              |  |                                             
|                                                                              |  | September 30, 2005                           |  | September 30,
      2004
|                                                                              |  |                                              |  |                         
|Supplemental Disclosure
      and Non-cash Investing and                      |  |                                              |  |                          |  |             |  |            
|Financing
      Activities                                                   |  |                                              |  |                          |  |             |  |            
|Interest paid on loan  Credit Facility                                       |  | $   
                      
       7,297,641 |  | $                        |  | 5,534,316  
|Interest paid on mortgages                                                    |  | $   
               
            19,546,904  |  | $                        |  | 19,749,183 
|Interest paid on swap agreements                                              |  | $   
                       
      3,880,286 |  | $                        |  | 9,344,144  
|Market value of securities distributed in payment
      of                    |  |                                              |  |                          |  |             |  |            
|redemptions                                                                   |  | $  
                      
      72,690,777  |  | $                        |  | 113,459,174
|Market value of real property and other assets, net
      of                  |  |                                              |  |                          |  |             |  |            
|current liabilities, assumed in conjunction
      with the                    |  |                                              |  |                          |  |             |  |            
|acquisition of other real
      estate                                        |  | $                                            |  | -                        |  | $           |  | 840,381,023
|Market value of minority interests assumed in                                 |  |                                              |  |                          |  |             |  |            
|conjunction with the acquisitions of other
      real estate                  |  | $                                            |  | -                        |  | $           |  | 116,686,185
|Mortgages assumed in conjunction with the
      acquisition                   |  |                                              |  |                          |  |             |  |            
|of other real estate                                                          |  | $                                            |  | -                        |  | $           |  | 244,129,496
|Market value of real property and other assets, net
      of                  |  |                                              |  |                          |  |             |  |            
|current liabilities, disposed of in
      conjunction with                    |  |                                              |  |                          |  |             |  |            
|the sale of other real estate                                                 |  | $                                            |  | -                        |  | $           |  | 197,178,423
|Market value of minority interests disposed of in conjunction
      with      |  |                                              |  |                          |  |             |  |            
|the sale of other real estate                                                 |  | $                                            |  | -                        |  | $           |  | 40,158,768 
|Non-cash change in working capital of real estate
      investments           |  | $                       1,616,156            |  | $                        |  | -          

See notes
to unaudited condensed consolidated financial statements

8

---

|BELMAR CAPITAL FUND
      LLC                                            |  |        |  |                    |  |         |  |              |  |          
|------------------------------------------------------------------------ |  | ------ |  | ------------------ |  | ------- |  | ------------ |  | ---------
|Condensed Consolidated Financial Statements
      (Continued)            |  |        |  |                    |  |         |  |              |  |          
|                                                                        
|Financial
      Highlights                                               |  |        |  | Nine Months Ended  |  |         |  | Year Ended  
|                                                                         |  |        |  | September 30, 2005 |  |         |  | December 31,
|                                                                         |  |        |  | (Unaudited)        |  |         |  | 2004        
|                                                                        
|Net asset value  Beginning of
      period                              |  |        |  | $                  |  | 91.500  |  |              |  | $        
|                                                                        
|Income (loss) from
      operations                                      |  |        |  |                    |  |         |  |              |  |          
|                                                                        
|Net investment income (1)                                                |  |        |  | $                  |  | 0.531   |  |              |  | $        
|Net realized and unrealized
      gain                                   |  |        |  |                    |  | 1.639   |  |              |  |          
|                                                                        
|Total income from
      operations                                       |  |        |  | $                  |  | 2.170   |  |              |  | $        
|                                                                        
|Distributions                                                            |  |        |  |                    |  |         |  |              |  |          
|                                                                        
|Distributions to Shareholders                                            |  |        |  | $                  |  | (1.120) |  |              |  | $        
|                                                                        
|Total
      distributions                                                |  |        |  | $                  |  | (1.120) |  |              |  | $        
|                                                                        
|Net asset value  End of
      period                                    |  |        |  | $                  |  | 92.550  |  |              |  | $        
|                                                                        
|Total Return
      (2)                                                   |  |        |  |                    |  | 2.44%   |  |              |  |          
|                                                                        
|Ratios as percentage of average
      net assets (3)                     |  |        |  |                    |  |         |  |              |  |          
|                                                                        
|Expenses of Consolidated Real Property
      Subsidiaries                |  |        |  |                    |  |         |  |              |  |          
|Interest and other
      borrowing costs                                 |  | (4)    |  |                    |  | 1.31%   |  | (9)          |  |          
|Operating expenses
      (4)                                             |  |        |  |                    |  | 0.35%   |  | (9)          |  |          
|Belmar Capital Fund LLC
      Expenses                                   |  |        |  |                    |  |         |  |              |  |          
|Interest and other
      borrowing costs                                 |  | (5)(6) |  |                    |  | 0.54%   |  | (9)          |  |          
|Investment advisory and
      administrative fees, distribution and      |  |        |  |                    |  |         |  |              |  |          
|servicing fees
      and other Fund operating expenses (5)(7)            |  |        |  | 1.15%              |  | (9)     |  |              |  | 1.23%    
|                                                                         |  |       
|Total expenses                                                           |  |        |  |                    |  | 3.35%   |  | (9)          |  |          
|                                                                        
|Net investment income                                                    |  |        |  |                    |  | 0.79%   |  | (9)          |  |          
|                                                                        
|                                                                        
|Ratios as percentage of average
      gross assets (3)(8)                |  |        |  |                    |  |         |  |              |  |          
|                                                                        
|Expenses of Consolidated Real Property
      Subsidiaries                |  |        |  |                    |  |         |  |              |  |          
|Interest and other
      borrowing costs                                 |  | (4)    |  |                    |  | 0.94%   |  | (9)          |  |          
|Operating expenses
      (4)                                             |  |        |  |                    |  | 0.25%   |  | (9)          |  |          
|Belmar Capital Fund LLC
      Expenses                                   |  |        |  |                    |  |         |  |              |  |          
|Interest and other
      borrowing costs                                 |  | (5)(6) |  |                    |  | 0.39%   |  | (9)          |  |          
|Investment advisory and
      administrative fees, distribution and      |  |        |  |                    |  |         |  |              |  |          
|servicing fees
      and other Fund operating expenses (5)(7)            |  |        |  | 0.83%              |  | (9)     |  |              |  | 0.86%    
|                                                                         |  |       
|Total expenses                                                           |  |        |  |                    |  | 2.41%   |  | (9)          |  |          
|                                                                        
|Net investment income                                                    |  |        |  |                    |  | 0.57%   |  | (9)          |  |          
|                                                                        
|                                                                        
|Supplemental
      Data                                                  |  |        |  |                    |  |         |  |              |  |          
|                                                                        
|Net assets, end of period (000s
      omitted)                          |  | $      |  | 1,864,782          |  |         |  | $            |  | 1,910,487
|Portfolio turnover of Tax-Managed Growth
      Portfolio (the Portfolio) |  |        |  | 0.32%              |  |         |  |              |  | 3%       
|                                                                        

|(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 interest incurred in connection with
      the 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 an 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   

See notes
to unaudited condensed consolidated financial statements

9

---



|BELMAR CAPITAL FUND
      LLCas of September 30, 2005Notes 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, 2004
and the statement of changes in net assets and the financial highlights for the
year then ended have been derived from the December 31, 2004 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
with the current period presentation.



|2 Estate
  Freeze
|-----------------



|Shareholders in Belmar Capital are
      entitled to restructure their Fund Share interests under what is termedan 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 Sharesequal to (i) 95% of the original capital contribution
      made in respect of the undivided Shares from whichthe 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 FundShares. The associated Common Shares are entitled to
      the remaining 5% of the original capitalcontribution in respect of the undivided Shares, plus any
      returns thereon in excess of the fixed annualpriority of the Preferred Shares. At September 30, 2005 and
      December 31, 2004, the Preferred Shareswere valued at $92.55 and $91.50, respectively, and the
      Common Shares had no value. The existence ofrestructured Fund Shares does not adversely affect
      Shareholders who do not make an election nor do therestructured 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 thatthey would otherwise have with respect to the Fund Shares so
      divided, including redemption rights andvoting and consent rights. Upon the twentieth anniversary of
      the issuance of the associated undividedFund Shares to the original holders thereof, Preferred and
      Common Shares will automatically convert intofull and fractional undivided Fund Shares.
      
      10
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|
|

---



|3
      Investment Transactions
|-------------------------------

The
following table summarizes the Funds investment transactions, other than
short-term obligations, for the nine months ended September 30, 2005 and 2004:

|                                                                    |  |   |  | Nine Months
      Ended |  |                         
|------------------------------------------------------------------- |  | - |  | ----------------------- |  | ------------------------
|                                                                    |  |  
|Investment Transactions                                             |  |   |  | September 30, 2005      |  | September 30,
      2004
|                                                                   
|Decreases in investment in
      Belvedere Capital Fund Company LLC |  | $ |  | 72,690,777              |  | $                       
|Acquisition of other real
      estate (1)                          |  | $ |  | -                       |  | $                       
|Sales of other real estate
      (2)                                |  | $ |  | 4,078,517               |  | $                       
|Purchases of Partnership
      Preference Units (3)                 |  | $ |  | 20,000,000              |  | $                       
|Sales of Partnership
      Preference Units (4)                     |  | $ |  | 30,576,875              |  | $                       
|                                                                   

|(1) | In
      January 2004, Belmar Realty Corporation (Belmar Realty) purchased an
      indirect investment in real property through its whollyowned subsidiary,
      Bel Stamford Investors, LLC (Bel Stamford) for $16,058,060. On June 30,
      2004 and August 4, 2004, Belmar Realty purchased an indirect investment in
      real property through two controlled subsidiaries, Brazos Property Trust
      (Brazos) and Cimmaron Property Trust (Cimmaron), for $7,791,240 and
      $298,565,255 and $16,407,819 and $140,809,421, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | On
      September 30, 2005, Brazos sold a portion of its interest in property
      management contracts pertaining to properties of which the Fund does not
      own a direct or indirect interest for which Belmar Realty recognized a
      gain of $1,616,502. On September 29, 2004, Belmar sold its interest in
      Cimmaron to another fund advised by Boston Management for which a gain of
      $908,060 was recognized on the transaction.                                                                                               
|   
|(3) | Purchases of Partnership Preference Units during the nine
      months ended September 30, 2004, include Partnership Preference Units
      purchased from real estate investment affiliates of other investment funds
      advised by Boston Management and Research (Boston Management). There were
      no Partnership Preference Units purchased from real estate investment
      affiliates of other investment funds advised by Boston Management for the
      nine months ended September 30, 2005.                                          
|   
|(4) | Sales of Partnership Preference Units for the nine months
      ended September 30, 2004 include Partnership Preference Units sold to real
      estate investment affiliates of other investment funds advised by Boston
      Management for which a gain of $32,432,139 was recognized. There were no
      sales of Partnership Preference Units to real estate investment affiliates
      of other investment funds advised by Boston Management for the nine months
      ended September 30, 2005.                                              
|   



|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 nine months ended September 30, 2005 and 2004, including allocations of
income, expenses and net realized and unrealized gains (losses) for the
respective periods then ended:



11

---

|                                                                                |  | Nine Months
      Ended
|------------------------------------------------------------------------------- |  | -----------------------
|                                                                                |  |                        
|                                                                                |  | September 30, 2005     
|                                                                               
|Belvedere Companys
      interest in the Portfolio (1)                         |  | $                      
|The Funds investment in
      Belvedere Company (2)                            |  | $                      
|Income allocated to
      Belvedere Company from the Portfolio                  |  | $                      
|Income allocated to the
      Fund from Belvedere Company                       |  | $                      
|Expenses allocated to
      Belvedere Company from the Portfolio                |  | $                      
|Expenses allocated to the
      Fund from Belvedere Company                     |  | $                      
|Net realized gain from
      investment transactions, securities sold short and |  |                        
|foreign
      currency transactions allocated to Belvedere Company from         |  |                        
|the
      Portfolio                                                             |  | $                      
|Net realized gain from
      investment transactions, securities sold short and |  |                        
|foreign
      currency transactions allocated to the Fund from Belvedere        |  |                        
|Company                                                                         |  | $                      
|Net change in unrealized
      appreciation (depreciation) of investments,      |  |                        
|securities sold short and foreign currency allocated to
      Belvedere         |  |                        
|Company
      from the Portfolio                                                |  | $                      
|Net change in unrealized
      appreciation (depreciation) of investments,      |  |                        
|securities sold short and foreign currency allocated to
      the Fund from     |  |                        
|Belvedere Company                                                               |  | $                      
|                                                                               

|(1) | As
      of September 30, 2005 and 2004, the value of Belvedere Companys interest
      in the Portfolio represents 69.3% and 65.9% of the Portfolios net assets,
      respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | As
      of September 30, 2005 and 2004, the Funds investment in Belvedere Company
      represents 15.3% and 16.0% of Belvedere Companys net assets,
      respectively.            
|   

A summary of
the Portfolios Statement of Assets and Liabilities at September 30, 2005,
December 31, 2004 and September 30, 2004 and its operations for the nine months
ended September 30, 2005, for the year ended December 31, 2004 and for the nine
months ended September 30, 2004 follows:

|                                      |  | September 30,
      2005 |  | December 31,
      2004 |  | September 30,
      2004
|------------------------------------- |  | ------------------------ |  | ----------------------- |  | ------------------------
|                                      |  |                         
|Investments, at
      value           |  | $                        |  | 18,678,299,659          |  | $                       
|Other assets                          |  |                          |  | 34,063,419              |  |                         
|                                     
|Total assets                          |  | $                        |  | 18,712,363,078          |  | $                       
|                                     
|Securities sold short, at
      value |  | $                        |  | -                       |  | $                       
|Loan payable  Line of
      Credit   |  |                          |  | -                       |  |                         
|Management fee
      payable          |  |                          |  | 6,726,529               |  |                         
|Other
      liabilities               |  |                          |  | 435,227                 |  |                         
|                                     
|Total
      liabilities               |  | $                        |  | 7,161,756               |  | $                       
|                                     
|Net assets                            |  | $                        |  | 18,705,201,322          |  | $                       
|                                     



12

---

|                                      |  | September 30,
      2005 |  | December 31,
      2004 |  | September 30,
      2004
|------------------------------------- |  | ------------------------ |  | ----------------------- |  | ------------------------
|                                      |  |                         
|Dividends and interest                |  | $                        |  | 233,961,240             |  | $                       
|                                     
|Investment adviser fee                |  | $                        |  | 60,374,997              |  | $                       
|Other expenses                        |  |                          |  | 1,919,988               |  |                         
|Total expense reductions              |  |                          |  | (88,889)                |  |                         
|                                     
|Net expenses                          |  | $                        |  | 62,206,096              |  | $                       
|                                     
|Net investment income                 |  | $                        |  | 171,755,144             |  | $                       
|Net realized gain from                |  |                          |  |                         |  |                         
|investment
      transactions,        |  |                          |  |                         |  |                         
|securities sold short
      and       |  |                          |  |                         |  |                         
|foreign currency
      transactions   |  |                          |  | 74,792,208              |  |                         
|Net change in unrealized              |  |                          |  |                         |  |                         
|appreciation
      (depreciation)     |  |                          |  |                         |  |                         
|of investments,
      securities      |  |                          |  |                         |  |                         
|sold short and
      foreign          |  |                          |  |                         |  |                         
|currency                              |  |                          |  | 137,782,375             |  |                         
|                                     
|Net increase in net assets
      from |  |                          |  |                         |  |                         
|operations                            |  | $                        |  | 384,329,727             |  | $                       
|                                     
|                                     
|5 Interest Rate Swap
      Agreements |  |                          |  |                         |  |                         

Belmar
Capital has entered into interest rate swap agreements with Merrill Lynch
Capital Services, Inc. in connection with its real estate investments and the
associated borrowings. Under such agreements, Belmar Capital has agreed to make
periodic payments at fixed rates in exchange for payments at floating rates. The
notional or contractual amounts of these instruments may not necessarily
represent the amounts potentially subject to risk. The measurement of the risks
associated with these investments is meaningful only when considered in
conjunction with all related assets, liabilities and agreements. Interest rate
swap agreements in place at September 30, 2005 and December 31, 2004 are listed
below.

|          |  |          |  |         |  |          |  |             |  |             |  |         |  |               |  |                               |  |              |  |          |  |          
|--------- |  | -------- |  | ------- |  | -------- |  | ----------- |  | ----------- |  | ------- |  | ------------- |  | ----------------------------- |  | ------------ |  | -------- |  | ---------
|          |  | Notional |  |         |  |          |  |             |  |             |  | Initial |  |               |  | Unrealized
      Appreciation
|          |  | Amount   |  |         |  |          |  |             |  |             |  |         |  |               |  |                               |  |              |  | Optional |  | Final    
|Effective |  | (000s   |  | Fixed   |  | Floating |  | Termination |  | Termination |  |         |  | September 30, |  |                               |  | December 31,
|Date      |  | omitted) |  | Rate    |  | Rate     |  | Date        |  | Date        |  |         |  | 2005          |  |                               |  | 2004        
|         
|10/03     |  | $ 55,831 |  | 4.875%  |  | LIBOR    |  | +           |  | 0.20%       |  | 4/04    |  | 6/10          |  | $                             |  | 765,993      |  | $        |  | 136,605  
|10/03     |  | 43,010   |  | 4.755%  |  | LIBOR    |  | +           |  | 0.20%       |  | 7/04    |  | 6/10          |  |                               |  | 720,873      |  |          |  | 203,743  
|10/03     |  | 56,978   |  | 4.695%  |  | LIBOR    |  | +           |  | 0.20%       |  | 9/04    |  | 6/10          |  |                               |  | 1,045,616    |  |          |  | 341,914  
|10/03     |  | 64,418   |  | 4.565%  |  | LIBOR    |  | +           |  | 0.20%       |  | 3/05    |  | 6/10          |  |                               |  | 1,413,845    |  |          |  | 581,263  
|10/03     |  | 110,068  |  | 3.9725% |  | LIBOR    |  | +           |  | 0.20%       |  | -       |  | 6/10          |  |                               |  | 3,652,862    |  |          |  | 1,307,852
|02/04     |  | 58,363   |  | 4.90%   |  | LIBOR    |  | +           |  | 0.20%       |  | 8/04    |  | 6/10          |  |                               |  | 765,738      |  |          |  | 129,965  
|         
|Total     |  | $388,668 |  |         |  |          |  |             |  |             |  |         |  |               |  | $                             |  | 8,364,927    |  | $        |  | 2,701,342
|         



|6 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. Separate
from its investment in Belvedere Company, Belmar Capital invests in real estate
assets through its subsidiary, Belmar Realty. Belmar Realty invests directly and
indirectly in Partnership Preference Units and in real property through
controlled subsidiaries, Bel Stamford and Brazos, and formerly invested in Bel
Alliance Apartments LLC,



13

---

and Cimmaron
(for the period during which Belmar Realty maintained an interest in each of the
controlled subsidiaries).

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 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:

|For the Three
      Months Ended                           |  | Tax-Managed             |  |                      |  | Real   |  |              |  |                                  
|---------------------------------------------------------- |  | ----------------------- |  | -------------------- |  | ------ |  | ------------ |  | ---------------------------------
|September 30,
      2005                                   |  | Growth
      Portfolio* |  |                      |  | Estate |  |              |  | Total                            
|                                                          
|Revenue                                                    |  | $                       |  | 4,829,464            |  | $      |  | 11,867,610   |  | $                                
|Interest expense on
      mortgages                        |  |                         |  | -                    |  |        |  | (6,573,884)  |  |                                  
|Interest expense on Credit
      Facility                  |  |                         |  | (862,503)            |  |        |  | (1,097,098)  |  |                                  
|Operating
      expenses                                   |  |                         |  | (389,691)            |  |        |  | (2,625,565)  |  |                                  
|Minority interest in net
      income of controlled        |  |                         |  |                      |  |        |  |              |  |                                  
|subsidiaries                                               |  |                         |  | -                    |  |        |  | (289,744)    |  |                                  
|                                                          
|Net
      investment income                                |  | $                       |  | 3,577,270            |  | $      |  | 1,281,319    |  | $                                
|Net realized
      gain                                    |  |                         |  | 6,527,748            |  |        |  | 762,736      |  |                                  
|Net change in unrealized
      appreciation (depreciation) |  |                         |  | 59,250,586           |  |        |  | 5,269,276    |  |                                  
|                                                           |  |                         |  |                     
|Net increase
      in net assets from operations of        |  |                         |  |                      |  |        |  |              |  |                                  
|reportable segments                                        |  | $                       |  | 69,355,604           |  | $      |  | 7,313,331    |  | $                                
|                                                          
|                                                          
|For the Three
      Months Ended                           |  | Tax-Managed             |  |                      |  | Real   |  |              |  |                                  
|September 30,
      2004                                   |  | Growth
      Portfolio* |  |                      |  | Estate |  |              |  | Total                            
|                                                          
|Revenue                                                    |  | $                       |  | 4,285,185            |  | $      |  | 21,211,013   |  | $                      25,496,198
|Interest expense on
      mortgages                        |  |                         |  | -                    |  |        |  | (7,325,098)  |  |                                  
|Interest expense on Credit
      Facility                  |  |                         |  | (483,332)            |  |        |  | (1,572,939)  |  |                                  
|Operating
      expenses                                   |  |                         |  | (377,078)            |  |        |  | (7,692,094)  |  |                                  
|Minority interest in net
      income of controlled        |  |                         |  |                      |  |        |  |              |  |                                  
|subsidiaries                                               |  |                         |  | -                    |  |        |  | (854,163)    |  |                                  
|                                                          
|Net
      investment income                                |  | $                       |  | 3,424,775            |  | $      |  | 3,766,719    |  | $                                
|Net realized gain
      (loss)                             |  |                         |  | 1,379                |  |        |  | (454,970)    |  |                                  
|Net change in unrealized
      appreciation (depreciation) |  |                         |  | (46,048,567)         |  |        |  | (11,983,806) |  | (58,032,373)                     
|                                                          
|Net decrease
      in net assets from operations of        |  |                         |  |                      |  |        |  |              |  |                                  
|reportable segments                                        |  | $                       |  | (42,622,413)
      $ |  |        |  | (8,672,057)  |  | $                (51,294,470)    
|                                                          
|                                                          
|For the Nine
      Months Ended                            |  | Tax-Managed             |  |                      |  | Real   |  |              |  |                                  
|September 30,
      2005                                   |  | Growth
      Portfolio* |  |                      |  | Estate |  |              |  | Total                            
|                                                          
|Revenue                                                    |  | $                       |  | 15,819,466           |  | $      |  | 35,474,530   |  | $                                
|Interest expense on
      mortgages                        |  |                         |  | -                    |  |        |  | (19,612,406) |  |                                  
|Interest expense on Credit
      Facility                  |  |                         |  | (2,170,458)          |  |        |  | (2,918,892)  |  |                                  
|Operating
      expenses                                   |  |                         |  | (1,202,573)          |  |        |  | (8,801,161)  |  |                                  
|Minority interest in net
      income of controlled        |  |                         |  |                      |  |        |  |              |  |                                  
|subsidiaries                                               |  |                         |  | -                    |  |        |  | (759,625)    |  |                                  
|                                                          
|Net
      investment income                                |  | $                       |  | 12,446,435           |  | $      |  | 3,382,446    |  | $                                
|Net realized
      gain                                    |  |                         |  | 7,883,696            |  |        |  | 2,197,873    |  |                                  
|Net change in unrealized
      appreciation (depreciation) |  |                         |  | 13,763,636           |  |        |  | 8,786,758    |  |                                  
|                                                          
|Net increase
      in net assets from operations of        |  |                         |  |                      |  |        |  |              |  |                                  
|reportable segments                                        |  | $                       |  | 34,093,767           |  | $      |  | 14,367,077   |  | $                                
|                                                          



14

---

|For the Nine
      Months Ended                     |  | Tax-Managed             |  |             |  | Real   |  |              |  |      
|--------------------------------------------------- |  | ----------------------- |  | ----------- |  | ------ |  | ------------ |  | -----
|September 30,
      2004                            |  | Growth
      Portfolio* |  |             |  | Estate |  |              |  | Total
|                                                   
|Revenue                                             |  | $                       |  | 12,791,211  |  | $      |  | 56,555,069   |  | $    
|Interest expense on
      mortgages                 |  |                         |  | -           |  |        |  | (20,924,661) |  |      
|Interest expense on Credit
      Facility           |  |                         |  | (1,073,076) |  |        |  | (3,106,273)  |  |      
|Operating
      expenses                            |  |                         |  | (1,307,732) |  |        |  | (18,932,525) |  |      
|Minority interest in net
      income of controlled |  |                         |  |             |  |        |  |              |  |      
|subsidiaries                                        |  |                         |  | -           |  |        |  | (855,891)    |  |      
|                                                   
|Net
      investment income                         |  | $                       |  | 10,410,403  |  | $      |  | 12,735,719   |  | $    
|Net realized
      gain                             |  |                         |  | 11,420,583  |  |        |  | 29,797,833   |  |      
|Net change in unrealized
      appreciation         |  |                         |  |             |  |        |  |              |  |      
|(depreciation)                                      |  |                         |  | (552,457)   |  |        |  | (43,430,564) |  |      
|                                                   
|Net increase
      (decrease) in net assets from    |  |                         |  |             |  |        |  |              |  |      
|operations of reportable segments                   |  | $                       |  | 21,278,529  |  | $      |  | (897,012)    |  | $    
|                                                   

* Belmar
Capital invests indirectly in Tax-Managed Growth Portfolio through Belvedere
Company.

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

|                                                 |  |               |  | Three Months
      Ended |  |                     |  | Nine Months
      Ended
|------------------------------------------------ |  | ------------- |  | ------------------------ |  | ------------------- |  | -----------------------
|                                                 |  |              
|                                                 |  | September 30, |  | September 30,            |  | September
      30, |  | September
      30,    
|                                                 |  |               |  | 2005                     |  |                     |  | 2004                   
|                                                 |  |              
|Revenue:                                         |  |               |  |                          |  |                     |  |                        
|Revenue from reportable segments                 |  | $             |  | 16,697,074               |  | $                   |  | 25,496,198             
|Unallocated amounts:                             |  |               |  |                          |  |                     |  |                        
|Interest earned on cash not invested in          |  |               |  |                          |  |                     |  |                        
|the Portfolio or in
      subsidiaries           |  |               |  | 84,708                   |  |                     |  | 117,615                
|                                                 |  |              
|Total
      revenue                              |  | $             |  | 16,781,782               |  | $                   |  | 25,613,813             
|                                                 |  |              
|                                                
|Net increase (decrease) in
      net assets from |  |               |  |                          |  |                     |  |                        
|operations:                                      |  |               |  |                          |  |                     |  |                        
|Net increase (decrease) in net assets from       |  |               |  |                          |  |                     |  |                        
|operations of reportable segments                |  | $             |  | 76,668,935               |  | $                   |  | (51,294,470)           
|Unallocated investment income:                   |  |               |  |                          |  |                     |  |                        
|Interest earned on cash not invested in          |  |               |  |                          |  |                     |  |                        
|the Portfolio or in
      subsidiaries           |  |               |  | 84,708                   |  |                     |  | 117,615                
|Unallocated expenses (1):                        |  |               |  |                          |  |                     |  |                        
|Distribution and servicing fees                  |  |               |  | (895,473)                |  |                     |  | (885,242)              
|Interest expense on Credit Facility              |  |               |  | (853,471)                |  |                     |  | (642,779)              
|Audit, tax and legal fees                        |  |               |  | (52,903)                 |  |                     |  | (55,401)               
|Other operating expenses                         |  |               |  | (23,411)                 |  |                     |  | (20,971)               
|                                                 |  |              
|Net increase
      (decrease) in net assets from |  |               |  |                          |  |                     |  |                        
|operations                                       |  | $             |  | 74,928,385               |  | $                   |  | (52,781,248)           
|                                                 |  |              

|(1) | Unallocated expenses represent costs incurred that
      pertain to the overall operation of Belmar Capital, and do not pertain to
      either operating segment.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|15 

---

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

|                                        |  | Tax-Managed             |  |               |  | Real   |  |            
|--------------------------------------- |  | ----------------------- |  | ------------- |  | ------ |  | -----------
|At September
      30, 2005             |  | Growth
      Portfolio* |  |               |  | Estate |  | Total      
|                                       
|Segment
      assets                    |  | $                       |  | 1,980,647,865 |  | $      |  | 657,734,372
|Segment
      liabilities               |  |                         |  | 87,111,638    |  |        |  | 596,276,280
|                                       
|Net assets of
      reportable segments |  | $                       |  | 1,893,536,227 |  | $      |  | 61,458,092 
|                                       
|                                       
|                                        |  | Tax-Managed             |  |               |  | Real   |  |            
|At December
      31, 2004              |  | Growth
      Portfolio* |  |               |  | Estate |  | Total      
|                                       
|Segment
      assets                    |  | $                       |  | 2,015,871,844 |  | $      |  | 658,486,334
|Segment
      liabilities               |  |                         |  | 86,014,813    |  |        |  | 605,497,871
|                                       
|Net assets of
      reportable segments |  | $                       |  | 1,929,857,031 |  | $      |  | 52,988,463 
|                                       

* Belmar
Capital invests indirectly in Tax-Managed Growth Portfolio through Belvedere
Company.

|                                          |  | September 30,
      2005 |  | December 31,
      2004
|----------------------------------------- |  | ------------------------ |  | -----------------------
|                                          |  |                         
|Net assets:                               |  |                          |  |                        
|Net
      assets of reportable segments   |  | $                        |  | 1,954,994,319          
|Unallocated amounts:                      |  |                          |  |                        
|Cash (1)                                  |  |                          |  | 636,375                
|Short-term investments (1)                |  |                          |  | 2,352,924              
|Loan payable  Credit Facility (2)        |  |                          |  | (92,329,033)           
|Payable to affiliate for distribution and |  |                          |  |                        
|servicing fees                            |  |                          |  | (578,407)              
|Other liabilities                         |  |                          |  | (294,208)              
|                                          |  |                         
|Net
      assets                          |  | $                        |  | 1,864,781,970          
|                                          |  |                         

|(1) | Unallocated cash and short-term investments represent
      cash and cash equivalents not invested in the Portfolio or real estate
      assets.                                                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Unallocated amount of loan payable  Credit Facility
      represents borrowings not specifically used to fund real estate
      investments. Such borrowings are generally used to pay selling
      commissions, organization expenses and other liquidity needs of the
      Fund.
|16 

---

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 of Belmar Capital Fund
LLC (the Fund) could differ materially from those contained in the
forward-looking statements due to a number of factors. The Fund undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise, except as required by
applicable law. Factors that could affect the Funds performance include a
decline in the U.S. stock markets or in general economic conditions, adverse
developments affecting the real estate industry, or fluctuations in interest
rates.

The
following discussion should be read in conjunction with the Funds unaudited
condensed consolidated financial statements and related notes in Item 1
above.

MD&A and Results of Operations for the Quarter Ended September
30, 2005 Compared to the Quarter Ended September 30, 2004

Performance of the Fund.1The 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 index of common stocks widely 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). 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 borrowings incurred to acquire such investments and thereby add to
Fund returns. The Fund has entered into interest rate swap agreements to fix a
substantial portion of the borrowing costs under the Credit Facility (described
under "Liquidity and Capital Resources" below) used to acquire equity in its
real estate investments and to mitigate in part the impact of interest rate
changes on the Funds net asset value.

The Funds
total return was 4.14% for the quarter ended September 30, 2005. This return
reflects an increase in the Funds net asset value per share from $88.87 to
$92.55 during the period. The total return of the S&P 500 Index was 3.60%
over the same period. The performance of the Fund exceeded that of the Portfolio
by approximately 0.47% during the period. Last year, the Fund had a total return
performance of -2.75% for the quarter ended September 30, 2004. This return
reflected a decrease in the Funds net asset value per share from $88.27 to
$85.84 during the period. The S&P 500 Index had a total return of -1.87%
over the same period. The performance of the Fund trailed that of the Portfolio
by approximately 0.71% during that period.

Performance of the Portfolio.For the quarter ended September 30, 2005,
the Portfolio had a total return of 3.67%, which compares to the 3.60% total
return of the S&P 500 Index over the same period. During the third quarter
of last year, the Portfolio had a total return of -2.04% and the S&P 500
Index had a total return of -1.87% . Following a lackluster first half, U.S.
equities posted modest gains for the third quarter of 2005. The spike in energy
costs, exacerbated by two catastrophic Gulf Coast hurricanes, began to weigh on
the resilient US consumer. However, an improving job market and continued
strength in capital spending helped keep the economy growing at a healthy pace.
For the period, energy and utility sectors continued to lead the market, while
small- and mid-cap stocks generally outperformed large-cap holdings. Also
notable, technology stocks reversed course and outperformed the
market.

Similar to
last quarter, defensive sectors such as utilities and health care performed the
best, while on average telecommunications and consumer discretionary stocks were
disappointing. Market leading industries included electric utilities, metals and
biotechnology, while diversified consumer services, chemicals, and wireless
telecommunication were among the worst performing industries.

|1 | Total returns are
      historical and are calculated by determining the percentage change in net
      asset value with all distributions reinvested. 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. 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.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 

17

---

The
Portfolios large-cap growth focus was once again out of favor with the markets
continued preference for value and smaller capitalization stocks. An underweight
of the utilities sector and an overweight of the underperforming consumer
discretionary and industrials sectors also hurt returns. Sub-par performance of
investments within the computers, machinery, and semiconductor industries was
also disappointing.

On the
positive side, continued emphasis of energy stocks and an underweight of the
telecommunication services sector proved beneficial. Investments within
commercial banks, health care services, pharmaceuticals and staples industries
were also positive.

Performance of Real Estate Investments.The Funds real estate
investments are held through Belmar Realty Corporation (Belmar Realty). As of
September 30, 2005, real estate investments included an interest in a real
estate joint venture (Real Estate Joint Venture), Brazos Property Trust
(Brazos), a property subject to a long-term lease (Net Leased Property), Bel
Stamford LLC (Bel Stamford), and a portfolio of income-producing preferred
equity securities in real estate operating partnerships (Partnership Preference
Units). Brazos owns industrial distribution properties and Bel Stamford owns an
interest in leasehold improvements of an office building and attached
facilities. As of September 30, 2005, the estimated fair value of the Funds
real estate investments represented 24.1% of the Funds total assets on a
consolidated basis. After adjusting for the minority interest in the Real Estate
Joint Venture, the Funds real estate investments represented 31.5% of the
Funds net assets as of September 30, 2005.

During the
quarter ended September 30, 2005, rental income from real estate operations was
approximately $11.2 million compared to approximately $18.6 million for the
quarter ended September 30, 2004, a decrease of $7.4 million or 40%. This
decrease in rental income was principally due to Belmar Realtys October 2004
sale of the properties held by a multifamily Real Estate Joint Venture that
provided 45% of the consolidated rental income for the quarter ended
September 30, 2004 and the September 2004 sale of an industrial distribution
Real Estate Joint Venture that provided 8% of consolidated rental income for the
quarter ended September 30, 2004. The decline in rental income due to the sales
referenced in the preceding sentence was offset in part by the rental income of
Brazos, which was acquired in June 2004. For the quarter ended September 30,
2005, Brazos rental income was negatively affected by a less favorable leasing
environment than expected. During the quarter ended September 30, 2004, rental
income increased due to income from the industrial distribution properties
acquired on June 30 and August 4, 2004 and income from Bel Stamford, offset in
part by a modest decline in income from multifamily properties.

During the
quarter ended September 30, 2005, property operating expenses were approximately
$1.4 million compared to approximately $5.7 million for the quarter ended
September 30, 2004, a decrease of $4.3 million or 75% (property operating
expenses are before certain operating expenses of Belmar Realty of approximately
$1.2 million for the quarter ended September 30, 2005 and $2.0 million for the
quarter ended September 30, 2004). The decrease in property operating expenses
was principally due to the October 2004 asset sale referenced in the preceding
paragraph, offset in part by the operating expenses of Brazos, which was
acquired in June 2004. For the quarter ended September 30, 2005, Brazos
property operating expenses were in line with expectations. Belmar Realty does
not record property operating expenses for Bel Stamford, as such expenses are
assumed by the tenant under the terms of the lease agreement. Property operating
expenses for the quarter ended September 30, 2004 increased approximately 27%
due principally to the expenses of the industrial distribution properties
acquired on June 30 and August 4, 2004.

For many
industrial distribution properties, rent levels are expected to see minimal
growth over the near term. Boston Management and Research (Boston Management)
expects that improvements in industrial distribution property operating
performance will occur over the longer term.

During the
quarter ended September 30, 2005, the Fund saw net unrealized appreciation of
the estimated fair value of its other real estate investments (which includes
Brazos) of approximately $0.5 million compared to net unrealized depreciation of
approximately $1.7 million during the quarter ended September 30, 2004. Net
unrealized appreciation of approximately $0.5 million during the quarter ended
September 30, 2005 consisted of net unrealized appreciation in the value of the
properties of Brazos. The Funds net unrealized depreciation for the quarter
ended September 30, 2004 included approximately $1.5 million of unrealized
depreciation due to certain legal and transaction costs associated with Brazos
property acquisitions.

During the
quarter ended September 30, 2005, Belmar Realty acquired interests in additional
Partnership Preference Units for a total of $20.0 million. During the quarter
ended September 30, 2005, the Fund saw net unrealized depreciation of the
estimated fair value of its Partnership Preference Units of approximately $0.5
million compared to net unrealized depreciation of approximately$4.2million during the quarter ended September 30,
2004. The net unrealized depreciation

18

---

of approximately $0.5 million during the quarter ended September 30, 2005 resulted from decreases in the per unit values of Partnership Preference Units held,due primarily to increasing long-term interest rates.The Funds net unrealized depreciation in the third quarter of 2004 consisted of approximately
$1.2 million of unrealized depreciation resulting from modest decreases in per unit values of Partnership Preference Units held, due principally to low interest rates and tight spreads on real estate securities, and approximately $3.0
million of unrealized depreciation resulting from the recharacterization of previously recorded unrealized appreciation to realized gains due to sales of Partnership Preference Units.

Distributions from Partnership Preference Units for the quarter ended September 30, 2005 totaled approximately $0.6 million compared to approximately $2.7 million for the quarter ended
September 30, 2004, a decrease of $2.1 million or 78%. The decrease was due principally tofewer Partnership PreferenceUnits held on average during the quarter as well as lower average distribution rates for Partnership Preference Units held. The decrease in average distribution rates of Partnership Preference Units was primarily due to the
restructuring of certain Partnership Preference Units (reflecting lower market rates for preferred securities) as they neared their potential call dates. Distributions from Partnership Preference Units decreased for the quarter ended September 30,
2004 due to fewer Partnership Preference Units held on average as well as lower average distribution rates for Partnership Preference Units held.

Performance of Interest Rate Swap Agreements.For
the quarter ended September 30, 2005, net realized and unrealized gains on the Funds interest rate swap agreements totaled approximately $4.4 million, compared to net realized and unrealized losses of approximately $11.5 million for
the quarter ended September 30, 2004. Net realized and unrealized gains on swap agreements for the quarter ended September 30, 2005 consisted of $5.3 million of unrealized appreciation due to changes in swap agreement valuations offset in part
by $0.9 million of periodic payments made pursuant to outstanding swap agreements (and classified as net realized losses on interest rate swap agreements). For the quarter ended September 30, 2004, net realized and unrealized losses on swap
agreements consisted of unrealized depreciation of $6.1 million on swap agreement valuation changes, $3.0 million of swap agreement periodic payments and $2.4 million of realized losses on swap terminations. The positive contribution to
Fund performance for the quarter ended September 30, 2005 from changes in swap agreement valuations was attributable to an increase in swap rates during the period for swaps with maturities comparable to those of the Funds swaps. The negative
impact on Fund performance for the quarter ended September 30, 2004 from changes in swap agreement valuations was attributable to a decrease in swap rates during the period.

MD&A and Results of Operations for the Nine Months Ended September 30, 2005 Compared to the Nine Months Ended September 30, 2004

Performance of the Fund.The Funds total return was 2.44% for the nine months ended September 30, 2005. This
return reflects an increase in the Funds net asset value per share from $91.50 to $92.55 and a distributin of $1.12 per share during the period. The S&P 500 Index had a total return of 2.77% over the same period. The
performance of the Fund exceeded that of the Portfolio by approximately 0.32% during the period. Last year, the Fund had a total return performance of 0.83% for the nine months ended September 30, 2004. This return reflected a decrease in the
Funds net asset value per share from $86.28 to $85.84 and a distribution of $1.15 per share during the period. The S&P 500 Index had a total return of 1.51% over the same period. The performance of the Fund trailed that of the
Portfolio by 0.50% during that period.

Performance of the Portfolio.For the nine months ended September 30, 2005, the Portfolio had a total return of 2.12%,
which compares to the 2.77% total return of the S&P 500 Index over the same period. During the first nine months of last year, the Portfolio had a total return of 1.33% and the S&P 500 Index had a total return of 1.51% . Although consumer
and business spending and corporate earnings growth remained healthy during the first nine months of 2005, investor concerns about rising interest rates, a mounting trade deficit and record oil prices held back stock market performance. Equity
market leadership for the first nine months of 2005 can be characterized as commodity-driven, as well as defensive and interest rate sensitive. Higher yielding stocks generally outperformed more aggressive stocks, and small- and mid-cap stocks
generally outperformed large-cap stocks. Energy, utilities and health care were the strongest performing sectors, while telecommunications, consumer discretionary, and materials were the worst perfomers during the period.

The Portfolios sector allocation at September 30, 2005 remained comparable to that as of September 30, 2004, with a slight increase to the consumer staples, health care, and energy sectors
and a slight decrease to the information technology and financials sectors. During the nine months ended September 30, 2005, the Portfolios large-cap growth focus was once again out of favor with the markets continued preference for
value and smaller capitalization stocks. An underweight of the utilities sector and an overweight of the consumer discretionary and financials during the period was also negative, as were investments within the lagging industrials multi-line retail
and insurance industries.

19

---

On the positive side, an overweight position in the energy sector helped the Portfolios performance, as investments within oil and gas exploration, storage and transportation companies
advanced on record oil prices. The Portfolios underweight of the information technology and materials sectors was also helpful, as electronic equipment, software and chemical industries declined during the first nine months of 2005. The
Portfolio also benefited from investments within diversified telecommunication, mortgage-thrift and media industries.

Performance of Real Estate Investments.During the nine months ended September 30, 2005, rental income from real estate
operations was approximately $33.4 million compared to approximately $43.7 million for the nine months ended September 30, 2004, a decrease of $10.3 million or 23%. This decrease in rental income from real estate operations was
principally due to Belmar Realtys October 2004 sale of all of the properties held by a multifamily Real Estate Joint Venture that provided 57% of consolidated rental income for the nine months ended September 30, 2004, and also due to the
September 2004 sale of an industrial distribution Real Estate Joint Venture that provided 3% of consolidated net rental income for the nine months ended September 30, 2004. The decline in rental income due to the sales referenced in the preceding
sentence was offset in part by the rental income of Brazos, which was acquired in 2004. For the nine months ended September 30, 2005, Brazos rental income was negatively affected by a less favorable leasing environment than expected. For the
nine months ended September 30, 2004 rental income from real estate operations increased due to income from the industrial distribution properties acquired on June 30 and August 4, 2004 and income from Bel Stamford, offset in part by a modest
decline in income from multifamily properties.

During the nine months ended September 30, 2005, property operating expenses were approximately $4.9 million compared to approximately $14.5 million for the nine months ended September
30, 2004, a decrease of $9.6 million or 66% (property operating expenses are before certain operating expenses of Belmar Realty of approximately $3.9 million for the nine months ended September 30, 2005 and $4.4 million for the nine
months ended September 30, 2004). This decrease in property operating expenses was principally due to the 2004 asset sales referenced in the preceding paragraph, offset in part by the operating expenses of Brazos, which was acquired in June 2004.
For the nine months ended September 30, 2005, Brazos property operating expenses were in line with expectations. For the nine months ended September 30, 2004, property operating expenses increased principally due to the expenses of the
industrial distribution properties acquired on June 30 and August 4, 2004.

The estimated fair value of the real properties indirectly held through Belmar Realty was approximately $581.1 million at September 30, 2005 compared to approximately $576.5 million at
December 31, 2004, an increase of $4.6 million or 1%. This net increase in the estimated fair value of the real properties for the nine months ended September 30, 2005 was principally due to modest increases in the net values of properties held
by Brazos.Despite weak market conditions over the past several years, property values have remained stable or increased modestly as lower near-term property earnings expectations have
generally been offset by lower capitalization and discount rates applied in valuing the properties.

During the nine months ended September 30, 2005, the Fund saw net unrealized appreciation in the estimated fair value of its other real estate investments (which includes Brazos) of approximately
$6.6 million compared to slight unrealized depreciation for the nine months ended September 30, 2004, an increase of $6.6 million. Net unrealized appreciation of $6.6 million during the nine months ended September 30, 2005 was due to
increases in the estimated fair value of properties owned by Brazos. During the nine months ended September 30, 2004, the Fund saw unrealized depreciation of approximately $4.5 million due to certain legal and transaction costs associated with
Brazos acquisitions and the acquisition of the Net Leased Property, offset by unrealized appreciation of approximately $4.5 million due to the agreement to sell certain properties.

During the nine months ended September 30, 2005, Belmar Realty experienced a scheduled redemption of certain of its Partnership Preference Units totaling $30.6 million, recognizing a gain of
approximately $4.3 million on the transaction. During the nine months ended September 30, 2005, Belmar Realty also acquired interests in additional Partnership Preference Units for a total of approximately $20.0 million. At September 30,
2005, the estimated fair value of Belmar Realtys Partnership Preference Units totaled approximately $54.0 million compared to approximately $63.7 million at December 31, 2004, a decrease of $9.7 million or 15%. This net decrease in
the estimated fair value of Belmar Realtys Partnership Preference Units for the nine months ended September 30, 2005 was principally due to fewer Partnership Preference Units held, offset in part by increases in the average per unit values of
the Partnership Preference Units. Prior to the third quarter of 2005, estimated fair values for Partnership Preference Units had been positively affected by low long-term interest rates and by tight spreads for credit-sensitive income securities,
including real estate-related securities. As discussed above, per unit values decreased during the quarter ended September 30, 2005 as a result of an increase in long-term interest rates.

20

---

The Fund saw net unrealized depreciation in the estimated fair value of its Partnership Preference Units of approximately $3.5 million during the nine months ended September 30, 2005 compared
to net unrealized depreciation of approximately $42.6 million for the nine months ended September 30, 2004. The net unrealized depreciation of approximately $3.5 million during the nine months ended September 30, 2005 consisted of
approximately $0.6 million of unrealized appreciation as a result of increases in average per unit values of the Partnership Preference Units held and 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 during the nine months ended September 30, 2005. The Funds net unrealized depreciation for the first nine
months of 2004 consisted of approximately $6.0 million of unrealized depreciation resulting from decreases in average per unit values of the Partnership Preference Units held and approximately $36.6 million of unrealized depreciation
resulting from the recharacterization of previously recorded unrealized appreciation to realized gains due to sales of Partnership Preference Units during the nine months ended September 30, 2004.

Distributions from Partnership Preference Units for the nine months ended September 30, 2005 totaled approximately $1.9 million compared to approximately $12.9 million for the nine months
ended September 30, 2004, a decrease of $11.0 million or 85%. The decrease in the distributions from Partnership Preference Units for the nine months ended September 30, 2005 was principally due to fewer Partnership Preference Units held on
average and lower average distribution rates. The decrease in average distribution rates of Partnership Preference Units was primarily due to the restructuring of certain Partnership Preference Units (reflecting lower market rates for preferred
securities) as they neared their potential call dates. Distributions from Partnership Preference Units decreased during the first nine months of 2004 due to fewer Partnership Preference Units held on average and lower average distribution rates for
the Partnership Preference Units held, partially offset by a one-time special distribution from one issuer made in connection with a restructuring of its Partnership Preference Units during the period.

Performance of Interest Rate Swap Agreements.For the nine months ended September 30, 2005, net realized and unrealized
gains on the Funds interest rate swap agreements totaled approximately $1.9 million, compared to net realized and unrealized losses of approximately $12.5 million for the nine months ended September 30, 2004. Net realized and
unrealized gains on swap agreements for the nine months ended September 30, 2005 consisted of $5.7 million of unrealized appreciation due to changes in swap agreement valuations offset in part by $3.8 million of periodic payments made
pursuant to outstanding swap agreements (and classified as net realized losses on interest rate swap agreements). For the nine months ended September 30, 2004, net realized and unrealized losses on swap agreements consisted of unrealized
depreciation of $0.8 million on swap agreement valuation changes, $9.3 million of swap agreement periodic payments and $2.4 million of realized losses on termination of swap agreements. The positive contribution to Fund performance for
the nine months ended September 30, 2005 from changes in swap agreement valuations was attributable to an increase in swap rates during the period for swaps with maturities comparable to those of the Funds swaps. The negative impact on Fund
performance for the nine months ended September 30, 2004 from changes in swap agreement valuations was attributable to a decrease in swap rates during the period.



|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. 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 of September 30, 2005, the Fund had
outstanding borrowings of $304.0 million and $104.5 million of unused loan commitments under the Credit Facility.

The Fund has entered into interest rate swap agreements with respect to a substantial portion of its real estate investments and associated borrowings. Pursuant to these agreements, the Fund
makes periodic payments to the counterparty at predetermined fixed rates in exchange for floating-rate payments that fluctuate with one-month LIBOR. During the terms of the outstanding interest rate swap agreements, changes in the underlying values
of the agreements are recorded as unrealized appreciation or depreciation. As of September 30, 2005, the unrealized appreciation related to the interest rate swap agreements was approximately $8.4 million. As of December 31, 2004, the unrealized
appreciation related to the interest rate swap agreements was approximately $2.7 million.

21

---

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 of the Real Estate Joint Venture and Net Leased
Property. 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 on one-month LIBOR. The Fund has entered into
interest rate swap agreements to fix the cost of a substantial portion of its
borrowings under the Credit Facility used to acquire equity in real estate
investments 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 with one-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 with Note 5 to the
Funds unaudited condensed consolidated financial statements in Item 1
above.



|Interest Rate SensitivityCost, Principal (Notional)
      Amountby
      Contractual Maturity and Callable Datefor the Twelve Months Ended September
      30,*
|---------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                 |  |       |  |              |  |              |  |              |  | Estimated    
|------------------------------------------------ |  | ----- |  | ------------ |  | ------------ |  | ------------ |  | -------------
|                                                 |  |       |  |              |  |              |  |              |  | Fair Value as
|                                                 |  | 2006- |  |              |  |              |  |              |  | of Septem-   
|                                                 |  | 2009  |  | 2010         |  | Thereafter   |  | Total        |  | ber 30, 2005 
|                                                
|Rate sensitive
      liabilities:                |  |       |  |              |  |              |  |              |  |              
|                                                 |  |      
|Long-term
      debt:                            |  |       |  |              |  |              |  |              |  |              
|                                                 |  |      
|Fixed-rate
      mortgages                       |  |       |  |              |  | $451,590,399 |  | $451,590,399 |  | $460,200,000 
|Average interest
      rate                      |  |       |  |              |  | 5.72%        |  | 5.72%        |  |              
|                                                 |  |      
|Variable-rate Credit
      Facility              |  |       |  | $304,000,000 |  |              |  | $304,000,000 |  | $304,000,000 
|Average interest
      rate                      |  |       |  | 4.07%        |  |              |  | 4.07%        |  |              
|                                                
|Rate sensitive derivative
      financial        |  |       |  |              |  |              |  |              |  |              
|instruments:                                     |  |       |  |              |  |              |  |              |  |              
|                                                 |  |      
|Pay fixed / receive
      variable interest rate |  |       |  |              |  |              |  |              |  |              
|swap
      agreements                            |  |       |  | $388,668,000 |  |              |  | $388,668,000 |  | $8,364,927   
|Average pay
      rate                           |  |       |  | 4.53%        |  |              |  | 4.53%        |  |              
|Average receive
      rate                       |  |       |  | 4.06%        |  |              |  | 4.06%        |  |              
|                                                
|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: 7.94%     |  |       |  | $20,544,240  |  |              |  | $20,544,240  |  | $20,320,000  
|                                                
|                                                
|22                                              

---

|                                                                                                                            |  |       |  |             |  |            |  |             |  | Estimated    
|--------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | ----------- |  | ---------- |  | ----------- |  | -------------
|                                                                                                                            |  |       |  |             |  |            |  |             |  | Fair Value as
|                                                                                                                            |  | 2006- |  |             |  |            |  |             |  | of Septem-   
|                                                                                                                            |  | 2009  |  | 2010        |  | Thereafter |  | Total       |  | ber 30, 2005 
|                                                                                                                            |  |      
|                                                                                                                           
|PSA Institutional Partners, L.P.,
      6.4%                                                                                |  |       |  |             |  |            |  |             |  |              
|Series NN Cumulative
      Redeemable                                                                                       |  |       |  |             |  |            |  |             |  |              
|Perpetual Preferred Units,
      Callable                                                                                   |  |       |  |             |  |            |  |             |  |              
|3/17/10, Current Yield:
    6.54%                                                                                           |  |       |  | $13,387,321 |  |            |  | $13,387,321 |  | $13,586,400  
|                                                                                                                           
|Vornado Realty, L.P., 6.75% Series
      D-14                                                                               |  |       |  |             |  |            |  |             |  |              
|Cumulative Redeemable Preferred
      Units,                                                                                |  |       |  |             |  |            |  |             |  |              
|Callable 9/9/10, Current Yield:
      6.72%(1)                                                                              |  |       |  | $20,000,000 |  |            |  | $20,000,000 |  | $20,074,444  
|                                                                                                                           
|                                                                                                                           
|*  The amounts listed reflect the Funds positions as of
      September 30, 2005. The Funds current positions may differ.
|                                                                                                                           
|(1)  Belmar Realtys interest in these Partnership Preference
      Units is held through Belvorn Holdings LLC.            
|                                                                                                                            |  |       |  |             |  |            |  |            
|Item 4. 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 of September 30, 2005,
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 ended September 30, 2005 that have materially affected or are reasonably
likely to materially affect the Funds internal control over financial
reporting.



|PART II.
      OTHER INFORMATION
|--------------------------------



|Item 1. Legal
Proceedings.
|--------------------------

Although in
the ordinary course of business, the Fund 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 any of them is
subject.

23

---

Item
2. 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, 2004,
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 the Fund. The right to
redeem is available to all Shareholders and all outstanding Fund shares are
eligible (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 fiscal year ending
December 31, 2004). During each month in the quarter ended September 30, 2005,
the total number of shares redeemed and the average price paid per share were as
follows:

Total No. of Shares
    
    Average Price PaidMonth Ended
    
    Redeemed(1)
    
    Per ShareJuly 31, 2005
    
    73,371.423
    
    $91.41August 31,
      2005
    
    102,773.166
    
    $92.31September 30,
      2005
    
    102,306.937
    
    $92.90Total
    
    278,451.526
    
    $92.73


|(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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

Item
3. Defaults Upon Senior Securities.

None.

Item
4. Submission of Matters to a Vote of Security Holders.

No matters
were submitted to a vote of security holders during the three months ended
September 30, 2005.

Item
5. Other Information.

None.

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

(a) The
following is a list of all exhibits filed as part of this Form 10-Q:

|31.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
|---- | -----------------------------------------------------------------------------------------------------------------------------
|    
|31.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
|    
|32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
|    
|32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
|    

(b) Reports
on Form 8-K:



| | None.
| | -----

24

---



|SIGNATURES
|----------

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized officer
on November 9, 2005.



|BELMAR CAPITAL FUND LLC
|-----------------------



| | /s/ Michelle A. GreenMichelle A. GreenChief Financial Officer(Duly Authorized Officer andPrincipal Financial Officer)
| | ---------------------------------------------------------------------------------------------------------------------

25

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|EXHIBIT INDEX
|-------------

|31.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
|---- | -----------------------------------------------------------------------------------------------------------------------
|    
|31.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
|    
|32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
|    
|32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
|    

26

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