The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001393065
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
CLEARFORK CAPITAL FUND LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2007
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
CLEARFORK CAPITAL FUND LLC
Street Address 1 Street Address 2
TWO INTERNATIONAL PLACE
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
BOSTON MA 02110 617-482-8260

3. Related Persons

Last Name First Name Middle Name
Eaton Vance Management
Street Address 1 Street Address 2
Two International Place
City State/Province/Country ZIP/PostalCode
Boston MA 02110
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Whelan Robert J.
Street Address 1 Street Address 2
c/o Eaton Vance Management Two International Place
City State/Province/Country ZIP/PostalCode
Boston MA 02110
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of the Manager
Last Name First Name Middle Name
Marius Frederick S.
Street Address 1 Street Address 2
c/o Eaton Vance Management Two International Place
City State/Province/Country ZIP/PostalCode
Boston MA 02110
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of the Manager
Last Name First Name Middle Name
Faust Jr. Thomas E.
Street Address 1 Street Address 2
c/o Eaton Vance Management Two International Place
City State/Province/Country ZIP/PostalCode
Boston MA 02110
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of the Manager
Last Name First Name Middle Name
Murphy A. John
Street Address 1 Street Address 2
c/o Eaton Vance Management Two International Place
City State/Province/Country ZIP/PostalCode
Boston MA 02110
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of the Manager

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
X Private Equity Fund
   Venture Capital Fund
   Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes X No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2007-06-21    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $250,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
Eaton Vance Distributors, Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
Two International Place
City State/Province/Country ZIP/Postal Code
Boston MA 02110
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Atlantic Trust Company, N.A. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
One South Wacker Drive
City State/Province/Country ZIP/Postal Code
Chicago IL 60606
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Fidelity Capital Markets Services None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
200 Seaport Boulevard Mail Zone Z2M
City State/Province/Country ZIP/Postal Code
Boston MA 02110
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Banc of America Investment Services None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
100 Federal Street
City State/Province/Country ZIP/Postal Code
Boston MA 02110
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Bank of America, N.A. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
100 Tryon Street
City State/Province/Country ZIP/Postal Code
Charlotte NC 28255
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AL
AK
AZ
AR
CA
CO
CT
DE
DC
FL
GA
HI
ID
IL
IN
IA
KS
KY
LA
ME
MD
MA
MI
MN
MS
MO
MT
NE
NV
NH
NJ
NY
NC
OH
OK
OR
PA
PR
RI
SD
TN
TX
VT
VA
WA
WV
WI
WY
Recipient
Recipient CRD Number X None
Charles Schwab & Company, Inc, None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
101 Montgomery Street
City State/Province/Country ZIP/Postal Code
San Francisco CA 94104
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Comerica Bank None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
500 Woodward Avenue 21st floor, MC 3301
City State/Province/Country ZIP/Postal Code
San Francisco CA 48226
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Credit Suisse First Boston None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11 Madison Avenue 7th floor
City State/Province/Country ZIP/Postal Code
New York NY 10010
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AL
AK
AZ
AR
CA
CO
CT
DE
DC
FL
GA
HI
ID
IL
IN
IA
KS
KY
LA
ME
MD
MA
MI
MN
MS
MO
MT
NE
NV
NH
NJ
NM
NY
NC
OH
OK
OR
PA
PR
RI
SC
SD
TN
TX
UT
VT
VA
WA
WV
WI
WY
Recipient
Recipient CRD Number X None
Deutsche Bank None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
60 Wall Street
City State/Province/Country ZIP/Postal Code
New York NY 10005
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Fifth Third Bank None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
38 Fountain Square Plaza
City State/Province/Country ZIP/Postal Code
Cincinnati OH 45202
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
LPL Financial None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
9785 Towne Centre Drive
City State/Province/Country ZIP/Postal Code
San Diego CA 92121
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Morgan Keegan & Company, Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
50 Front Street Morgan Keegan Tower
City State/Province/Country ZIP/Postal Code
Memphis TN 38103
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Morgan Stanley & Co., Incorporated None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1585 Broadway
City State/Province/Country ZIP/Postal Code
New York NY 10036
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Morgan Stanley DW Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2000 Westchester Avenue LD
City State/Province/Country ZIP/Postal Code
Purchase NY 10577
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Northern Trust Securities, Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
50 S. LaSalle Street BB-12
City State/Province/Country ZIP/Postal Code
Chicago IL 60675
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AL
AZ
CA
CO
CT
FL
GA
HI
ID
IL
IN
IA
KY
MD
MA
MI
MN
MO
MT
NV
NH
NJ
NY
NC
ND
OH
OK
PA
TN
TX
UT
VA
WA
WI
WY
Recipient
Recipient CRD Number X None
Oppenheimer & Co., Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
200 Park Avenue 24th floor
City State/Province/Country ZIP/Postal Code
New York NY 10166
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Raymond James & Associates, Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
800 Carillon Parkway
City State/Province/Country ZIP/Postal Code
St. Petersburg FL 33716
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Raymond James Financial Services, Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
800 Carillon Parkway
City State/Province/Country ZIP/Postal Code
St. Petersburg FL 33716
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Robert W. Baird & Co., Incorporated None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
777 East Wisconsin Avenue
City State/Province/Country ZIP/Postal Code
Milwaukee WI 53202
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
SunTrust Bank None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
Special Processing, GA-ATL-3133 303 Peachtree Street
City State/Province/Country ZIP/Postal Code
Atlanta GA 30308
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AL
AR
DC
FL
GA
MD
MS
NC
TN
VA
WV
Recipient
Recipient CRD Number X None
Smith Barney/Citigroup None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
731 Lexington Avenue 27th floor
City State/Province/Country ZIP/Postal Code
New York NY 10022
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
RBC Dain Rauscher Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
60 South Sixth Street
City State/Province/Country ZIP/Postal Code
Minneapolis MN 55402
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Wells Fargo Investments, LLC None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
420 Montgomery Street 12th floor
City State/Province/Country ZIP/Postal Code
San Francisco CA 94104
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
SunTrust Investment Services None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
303 Peachtree Center Avenue Suite 140
City State/Province/Country ZIP/Postal Code
Atlanta GA 30303
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
UBS Financial Services Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
41 S. High Street 7th floor
City State/Province/Country ZIP/Postal Code
Columbus OH 43287
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
US Bancorp None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
800 Nicollet Mall BC-MN-H16G
City State/Province/Country ZIP/Postal Code
Minneapolis MN 55402
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Wachovia Bank NA/Evergreen Investments None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
100 North Main Street Mail Code: NC6731
City State/Province/Country ZIP/Postal Code
Winston-Salem NC 27101
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Wachovia Securities/FINET None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
One North Jefferson Avenue MO 1400
City State/Province/Country ZIP/Postal Code
St. Louis MO 63103
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Bear Stearns & Co., Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
383 Madison Avenue 25th floor
City State/Province/Country ZIP/Postal Code
New York NY 10179
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AL
AK
AZ
AR
CA
CO
CT
DE
DC
FL
GA
HI
ID
IL
IN
IA
KS
KY
LA
ME
MD
MA
MI
MN
MS
MO
MT
NE
NV
NH
NJ
NM
NY
NC
ND
OH
OK
OR
PA
PR
RI
SC
SD
TN
TX
VT
VA
WA
WV
WI
WY
Recipient
Recipient CRD Number X None
Citigroup Capital Markets, Inc. None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
388 Greenwich Street 18th Floor
City State/Province/Country ZIP/Postal Code
New York NY 10013
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number X None
Merrill Lynch, Pierce Fenner & Smith Incorporated None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4 World Financial Center
City State/Province/Country ZIP/Postal Code
New York NY 10281
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $11,460,064 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
273

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $202,000 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
CLEARFORK CAPITAL FUND LLC /s/ A. John Murphy A. John Murphy Vice President of Manager 2010-03-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.