CLEARWATER INVESTMENT TRUST
CODE OF ETHICS FOR THE
PRESIDENT, TREASURER AND PRINCIPAL ACCOUNTING OFFICER
Purposes of the Code/Covered Officers
This Code of Ethics (the "Code") is adopted by the Clearwater Investment Trust
and its various series of funds (the "Trust") pursuant to the provisions of
Section 406 of the Sarbanes-Oxley Act of 2002 and the rules thereunder with
respect to registered investment companies. The Code applies to the Trust's
President, Treasurer, and Chief Financial Officer or Controller, or persons
performing similar functions regardless of title (the "Covered Officers")
whether or not these individuals are employed by the Trust or third parties. The
administrator of the Code is the Legal Counsel ("Counsel") of the Trust's
transfer agent, Fiduciary Counselling, Inc. ("FCI").
No policy can anticipate every ethical question that Covered Officers may face.
As a guiding principle they should strive to implement the spirit of this Code
and cultivate a culture of ethical behavior and full and fair disclosure.
The purposes of the Code are to deter wrongdoing and to promote:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in
reports and documents that the Trust submits to the Securities and
Exchange Commission (the "SEC"), and in other public communications
by the Trust;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting to an appropriate person or persons
identified in this Code of violations of the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
Covered Officers Should Handle Ethically Actual and Apparent Conflicts of
Interest
Overview. A conflict of interest occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, the Trust. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his family, receives improper personal benefits as a result of his position with
the Trust.
Certain conflicts of interest arise out of the relationships between Covered
Officers and the Trust and are already subject to conflict of interest
provisions of the Investment Company Act of 1940 (the "1940 Act") and the
Investment Advisers Act of 1940 (the "Advisers Act"). For example, Covered
Officers may not individually engage in certain transactions (such as the
purchase or
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sale of securities or other property) with a Clearwater Fund because of their
status as affiliated persons of the Fund. Separate compliance programs and
procedures of the Trust and Clearwater Management Company, Inc. ("CMC") are
designed to prevent, or identify and correct, violations of these provisions.
This Code does not, and is not intended to, repeat or replace these programs and
procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit,
conflicts arise from, or as a result of, the contractual relationship between
the Trust and CMC of which the Covered Officers may also be officers or
employees. As a result, this Code recognizes that the Covered Officers will, in
the normal course of their duties be involved in establishing policies and
implementing decisions that have different effects on the Trust and CMC. The
participation of the Covered Officers in such activities is inherent in the
contractual relationship between the Trust and CMC and is consistent with the
performance by the Covered Officers of their duties as officers of the Trust.
Thus, if performed in conformity with the provisions of the 1940 Act and the
Advisers Act, such activities will be deemed to have been handled ethically.
Other conflicts of interest are covered by the Code, even if such conflicts of
interest are not subject to provisions in the 1940 Act and the Advisers Act. The
following list provides examples of conflicts of interest under the Code, but
Covered Officers should keep in mind that these examples are not exhaustive. The
overarching principle is that the personal interest of a Covered Officer should
not be placed improperly before the interest of the Trust.
Each Covered Officer must:
o not use his personal influence or personal relationships improperly
to influence investment decisions or financial reporting by any
Clearwater fund;
o not cause a Clearwater Fund to take action, or fail to take action,
for the individual personal benefit of the Covered Officer rather
than the benefit the Clearwater Fund;
o not engage in any outside business activity, including serving as a
director or trustee, that prevents the Covered Officer from devoting
appropriate time and attention to the Covered Officer's
responsibilities with the Trust;
o not have a consulting or employment relationship with any of the
Trust's service providers that are not affiliated with Trust or CMC;
and
o not retaliate against any employee or Covered Officer for reports of
actual or potential misconduct, which are made in good faith.
With respect to other fact patterns, if a Covered Officer is in doubt, other
potential conflict of interest situations should be described immediately to
Counsel for resolution. Similarly, any questions a Covered Officer has generally
regarding the application or interpretation of the Code should be directed to
Counsel immediately.
Disclosure and Compliance
o Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Clearwater Funds.
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o Each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about any Clearwater Fund to others,
whether within or outside the organization, including to the
Trustees and auditors, and to governmental regulators and
self-regulatory organizations;
o Each Covered Officer should, to the extent appropriate within his
area of responsibility, consult with other officers and employees of
the Trust, CMC and the Trust's service providers with the goal of
promoting full, fair, accurate, timely and understandable disclosure
in the reports and documents the Trust files with, or submits to,
the SEC and in other public communications made by the Clearwater
Funds; and
o It is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by applicable
laws, rules and regulations.
Reporting and Accountability
Each Covered Officer must:
o upon adoption of the Code or upon becoming a Covered Officer, affirm
in writing to the Trustees that he or she has received, read,
understands and will adhere to this Code; and
o annually affirm in writing to the Trustees that he or she has
received, read, understands and has complied with the requirements
of the Code; and
o notify Counsel promptly if he or she knows of any violation of the
Code. Failure to do so is itself a violation of this Code.
Counsel shall take all action he or she considers appropriate to investigate any
actual or potential reported violations. Upon completion of the investigation,
if necessary, the matter will be reviewed with the independent Trustees or other
appropriate parties, and a determination will be made as to whether any sanction
should be imposed as detailed below. The Covered Officer will be informed of any
sanction determined to be appropriate. Without implied limitation, appropriate
disciplinary or preventive action may include a written warning, a letter of
censure, suspension, dismissal or, in the event of criminal or other serious
violations of law, notification of the SEC or other appropriate law enforcement
authorities. Additionally, other legal remedies may be pursued.
The policies and procedures described in the Code do not create any obligations
to any person or entity other than the Trust. The Code is intended solely for
the internal use by the Trust and does not constitute a promise, contract or an
admission by or on behalf of any Clearwater Fund as to any fact, circumstance,
or legal conclusion. The Trust, CMC and Counsel retain the discretion to decide
whether the Code applies to a specific situation, and how it should be
interpreted.
Oversight
At least once each year the Trustees will be provided with a report which
describes any issues arising under the Code since the last report to the
Trustees, including, but not limited to,
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information about material violations of the Code and sanctions imposed in
response to the material violations.
Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Trust for purposes of
Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder. Other of the Trust's policies or
procedures that cover the behavior or activities of Covered Officers are
separate requirements applying to the Covered Officers (and others), and are not
part of this Code.
Amendments
Any material amendments or changes to this Code must be approved or ratified by
a majority vote of the Trustees, including a majority of the independent
Trustees.
Records and Confidentiality
Records of any violation of the Code and of the actions taken as a result of
such violations will be kept by Counsel. All reports and records prepared or
maintained pursuant to this Code will be considered confidential and shall be
maintained and protected accordingly. Except as otherwise required by law or
this Code, such matters shall not be disclosed to anyone other than the
Trustees, Counsel or legal counsel to any of the foregoing mentioned persons.
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