1. Name and address of issuer:
Clearwater Investment Trust
Minnesota Street, Suite 2100
Saint Paul, MN 55101
2. Name of each series or class of funds for which this notice is filed:
Clearwater Growth Fund
Clearwater Small Cap Fund
3. Investment Company Act File Number: 40-5038
Securities Act File Number: 33-12289
4. Last day of fiscal year for which this notice is filed: December 31, 1995
5. Check box if this notice is being filed more than 180 days after the close
of the fiscal year but before termination of the issuer's 24f-2
declaration: N/A
6. Date of termination of issuer's declaration under rule 24f-2 (a)(1), if
applicable (see Instruction A.6): N/A
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: N/A
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: N/A
9. Number and aggregate sale price of securities sold during the fiscal year:
379,954.679 shares
$3,941,970.51
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
379,954.679 shares
$3,941,970.51
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7): N/A
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$3,941,970.51
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
N/A
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
N/A
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
N/A
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [(line (i), plus line (ii), less line
(iii) plus line (iv)] (if applicable):
$3,941,970.51
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6):
1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$1,359.30
Instruction: Issuers should complete line (ii), (iii), (iv), and (v) only if the
form is being filed within 60 days after the close of the issuer's
fiscal year: See Instruction C.3.
13. Check box if fees are being remitted to the Commission's depository as
described in section 3a of the Commission' Rules of Informal and Other
Procedures (17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the Commission's lock
box depository: March 6, 1996.
SIGNATURES
This report has been signed below the following persons on behalf of the issuer
and in the capacities and on the dates indicated.
By (Signature and Title)
/s/Frederick T. Weyerhaeuser
Chairman
Date: March 7, 1996
February 14, 1996
Clearwater Investment Trust
2100 First National Bank Building
St. Paul, MN 55101
Re: Rule 24f-2 Notice
Gentlemen:
Clearwater Investment Trust (the "Trust") is a Massachusetts business trust
created under a written Declaration of Trust dated January 12, 1987, and
executed and delivered on such date in St. Paul, Minnesota, and as amended on
April 30, 1994 (as so amended, the "Declaration of Trust"). The beneficial
interests thereunder are represented by transferable shares of beneficial
interest, without par value.
The Trustees of the Trust have the powers set forth in the Declaration of Trust,
subject to the terms, provisions and conditions therein provided. Pursuant to
Article III, Section 1 of the Declaration of Trust, the number of shares of
beneficial interest authorized to be issued under the Declaration of Trust is
unlimited and the Trustees are authorized to divide the shares into one or more
series of shares as they deem necessary or desirable. Pursuant to Article III,
Section 4 of the Declaration of Trust, the Trustees may issue shares of any
series for such amount and type of consideration, including cash or property,
and on such terms as they may deem advisable without action or approval of the
shareholders.
We understand that, pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended (the "1940 Act"), the Trust has registered an indefinite number
of shares of beneficial interest under the Securities Act of 1933, as amended
(the "1933 Act").
We understand that you are about to file with the Securities and Exchange
Commission a notice pursuant to Rule 24f-2 (the "Rule 24f-2 Notice") making
definite the registration of 379,954.679 shares of beneficial interest of the
Trust (the "Shares") sold in reliance upon said Rule 24f-2 during the fiscal
year ended December 31, 1995.
We have examined the Declaration of Trust, the By-laws, a certificate of the
Treasurer of the Trust to the effect that the Trust or its agent received the
consideration for the Shares in accordance with the terms of the Declaration of
Trust, and such other documents as we have deemed necessary or appropriate for
the purposes of this opinion, including, but not limited to, originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
Trust records and other instruments. In our examination of the above documents,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, the
authenticity of the originals of such latter documents and the legal competence
of each individual executing any documents.
For purposes of this opinion letter, we have not made an independent review of
the laws of any state or jurisdiction other than The Commonwealth of
Massachusetts and express no opinion with respect to the laws of any
jurisdiction other than the laws of The Commonwealth of Massachusetts. Further,
we express no opinion as to compliance with any state or federal securities
laws, including the securities laws of The Commonwealth of Massachusetts.
Our opinion below, as it relates to the nonassessability of the shares of the
Trust, is qualified to the extent that under Massachusetts law, shareholders of
a Massachusetts business trust, such as the Trust, may be held personally liable
for the obligations of such trust. In this regard, however, please be advised
that the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each note, bond, contract, certificate or undertaking made or issued by or on
behalf of the Trust. Also, the Declaration of Trust provides for indemnification
out of Trust property for all loss and expense of any shareholder held
personally liable solely by reason of his being or having been a shareholder of
the Trust; provided, however, that no Trust property may be used to indemnify
any shareholder of any series of the Trust other than Trust property allocated
or belonging to that series.
We are of the opinion that all necessary Trust action precedent to the issuance
of the Shares has been duly taken, and that the Shares were legally and validly
issued, and are fully paid and non-assessable by the Trust, subject to
compliance with the 1933 Act, the 1940 Act and the applicable state laws
regulating the sale of securities.
We consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above. Except as
provided in this paragraph, this opinion may not be relied upon by, or filed
with, any other parties or used for any other purpose.
Very truly yours,
/s/Hale and Dorr
HALE AND DORR
