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EX-99.(A)(5)
2
d75967_ex-a5.txt
CERTIFICATE OF DESIGNATION WITH RESPECT TO CLEARWATER INTERNATIONAL FUND DATED

Exihibit (a)(5)

                        SECOND CERTIFICATE OF DESIGNATION
                           CLEARWATER INVESTMENT TRUST
                             2000 WELLS FARGO PLACE
                               30 EAST 7TH STREET
                             ST. PAUL, MN 55101-4930

      The undersigned, being a majority of the Board of Trustees ("Trustees") of
Clearwater Investment Trust (the "Trust"), a Massachusetts business trust, DOES
HEREBY CERTIFY that, pursuant to the authority conferred upon the Trustees of
the Trust by Section 5.5 and Section 8.4 of the Amended and Restated Declaration
of Trust, dated March 1, 1998 (the "Declaration of Trust"), and by the
affirmative vote of a Majority of the Trustees at a meeting dated December 12,
2008, the Declaration of Trust is amended as set forth in this Certificate of
Designation.

            There is hereby established and designated one additional Series of
            the Trust: "Clearwater International Fund." Such Series shall have
            all the relative rights and preferences as the other Series
            established by Trust as incorporated in the Amended and Restated
            Declaration of Trust.

      The Trustees direct that, upon the execution of this Certificate of
Designation, the Trust take all necessary action to file a copy of this
Certificate of Designation with the Secretary of State of the Commonwealth of
Massachusetts to the extent required by law or by the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned have executed two originals of this
instrument and have caused a one copy to be filed with the records of the Trust
as of the 12th day of December, 2008.


/s/ George H. Weyerhaeuser, Jr
-------------------------------
George H. Weyerhaeuser, Jr.


/s/ Frederick T. Weyerhaeuser
-----------------------------
Frederick T. Weyerhaeuser


/s/ Justin H. Weyerhaeuser
--------------------------
Justin H. Weyerhaeuser


/s/ Lucy R. Jones
-----------------
Lucy R. Jones


/s/ Laura E. Rasmussen
----------------------
Laura E. Rasmussen


/s/ Charles W. Rasmussen
------------------------
Charles W. Rasmussen