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, 1996
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:
172,283.363 shares
$2,171,966.27
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
172,283.363 shares
$2,171,966.27
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):
$2,171,966.27
(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):
N/A
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6):
1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$658.17
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
fiscally 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, 1997.
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 19, 1997
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 - fax 617-526-5000
March 5, 1997
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").
Washington, DC Boston, MA London, UK*
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE>
Clearwater Investment Trust
March 5, 1997
Page 2
We understand that you are about to file with the Securities and
Exchange Commission a notice on Form 24F-2 pursuant to Rule 24f-2 (the "Rule
24f-2 Notice") making definite the registration of 172,283.363 shares of
beneficial interest of the Trust (the "Shares") sold in reliance upon said Rule
24f-2 during the fiscal year ended December 31, 1996.
We have examined the Declaration of Trust, the By-laws, a certificate
of an officer 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 non-assessability 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.
<PAGE>
Clearwater Investment Trust
March 5, 1997
Page 3
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 LLP
Hale and Dorr LLP
