ELESSAR FUNDS INVESTMENT TRUST - EDGAR Online

ELESSAR FUNDS INVESTMENT TRUST

FORM N-CSRS(Certified semi-annual shareholder report for management investment companies)

Filed 06/09/15 for the Period Ending 03/31/15

Address 1111 SUPERIOR AVE

SUITE 1310CLEVELAND, OH, 44114

Telephone 216-357-7412CIK 0001554957

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEME NT

INVESTMENT COMPANIES

Investment Company Act file number: 811-22728

Elessar Funds Investment Trust (Exact Name of Registrant as Specified in Charter)

1111 Superior Avenue, Suite 1310

Cleveland, OH 44114 (Address of Principal Executive Offices)(Zip Code)

Mitch Krahe

Elessar Funds Investment Trust 1111 Superior Avenue, Suite 1310

Cleveland, OH 44114 (Name and Address of Agent for Service)

Registrant’s Telephone Number, including Area Code: (216) 357-7412 Date of fiscal year end: September 30 Date of reporting period: March 31, 2015 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507. Item 1. Reports to Stockholders.

Elessar Small Cap Value Fund

Institutional Class - LSRYX Investor Class – LSRIX

SEMI-ANNUAL REPORT

March 31, 2015

(Unaudited)

ELESSAR SMALL CAP VALUE FUND PORTFOLIO ILLUSTRATION MARCH 31, 2015 (UNAUDITED) The following chart gives a visual breakdown of the Fund. The underlying securities are represented as a percentage of the portfolio of investments.

Sectors are categorized using Morningstar® classifications.


Schedule of Investments March 31, 2015 (Unaudited)

Shares Value COMMON STOCK - 84.59% Aircraft & Parts - 1.59%

10,062 AAR Corp. $ 308,903 Crude Petroleum & Natural Gas - 0.91%

77,214 PetroQuest Energy, Inc. * 177,592 Electric Services - 1.69%

12,328 Great Plains Energy, Inc. 328,911 Electrical Work - 2.32%

9,717 EMCOR Group, Inc. 451,549 Electronic Computers - 4.75%

6,460 NICE Systems Ltd. ADR 393,608 15,132 Omnicell, Inc. * 531,133

924,741 Finance Services - 1.49%

38,118 Global Cash Access Holdings, Inc. * 290,459 Fire, Marine & Casualty Insurance - 2.74%

19,741 Employers Holdings, Inc. 532,810 Industrial Instruments For Measurement, Display & Control - 1.66%

29,418 Rudolph Technologies, Inc. * 324,186 Instruments For Measuring & Testing of Electricity & Electrical Signals - 2.25%

49,198 Xcerra Corp. * 437,370 Miscellaneous Chemical Products - 1.74%

7,528 Cabot Corp. 338,760 Miscellaneous Manufacturing Industries - 1.24%

7,796 Hillenbrand, Inc. 240,663 Motor Vehicle Parts & Accessories - 2.01%

34,719 Stoneridge, Inc. * 391,978 National Commercial Banks - 8.02%

24,772 BBCN Bancorp, Inc. 358,451 19,241 First Financial Bancorp. 342,682 21,315 First Merchants Corp. 501,755 18,819 FirstMerit Corp. 358,690

1,561,578 Radio & TV Broadcasting & Communications Equipment - 1.04%

6,985 Arris Group, Inc. * 201,832 Real Estate Agents & Managers (For Others) - 2.52%

18,704 Interval Leisure Group, Inc. 490,232 Savings Institution, Federally Chartered - 6.18%

22,506 Flushing Financial Corp. 451,695 24,157 Provident Financial Services, Inc. 450,528 13,250 Legacy Texas Financial Group, Inc. 301,173

1,203,396 Semiconductors & Related Devices - 2.88%

15,862 Microsemi Corp. * 561,515 Services - Business Services, NEC - 2.48%

50,427 Premiere Global Services, Inc. * 482,082 Services - Computer Programming Services - 6.62%

24,772 Perficient, Inc. * 512,533 7,067 Solera Holdings, Inc. 365,081 5,070 Synaptics, Inc. * 412,216

1,289,830 Services - Equipment Rental & Leasing, NEC - 2.80%

22,160 CAI International, Inc. * 544,471 Services - Hospitals - 2.64%

7,259 Magellan Health Services, Inc. * 514,082 Services - Miscellaneous Business Services - 2.07%

14,518 Viad Corp. 403,891 Services - Personal Services - 3.25%

26,500 Carriage Services, Inc. 632,555 State Commercial Banks - 9.65%

6,913 Eagle Bancorp., Inc. * 265,459 13,173 Great Western Bancorp., Inc. 289,938 7,182 IberiaBank Corp. 452,681

12,239 Opus Bank 377,940 49,340 Wilshire Bancorp., Inc. 491,920

1,877,938 Television Broadcasting Stations - 2.61%

36,832 Gray Television, Inc. * 509,018 Title Insurance - 3.41%

13,250 Argo Group International Holdings, Ltd. (Bermuda) 664,487 Truck Trailers - 2.66%

36,716 Wabash National Corp. * 517,696 Wholesale - Electrical Apparatus & Equipment, Wiring Supplies - 1.37%

4,148 EnerSys 266,468 TOTAL FOR COMMON STOCK (Cost $14,193,484) - 84.59% $ 16,468,993 REAL ESTATE INVESTMENT TRUST - 11.20%

76,697 Cedar Realty Trust, Inc. 574,461 18,205 Corporate Office Properties Trust 534,863 17,513 Cyrusone Inc. 545,005 28,305 Ramco-Gershenson Properties Trust 526,473

TOTAL FOR REAL ESTATE INVESTMENT TRUST (Cost $1,744,669) - 11.20% $ 2,180,802 SHORT-TERM INVESTMENTS - 4.89%

951,299 Invesco Short Term Investments Treasury 0.01% ** 951,299 TOTAL SHORT-TERM INVESTMENTS (Cost $951,299) - 4.89% $ 951,299 TOTAL INVESTMENTS (Cost $16,889,452) - 100.68% $ 19,601,094

LIABILITIES IN EXCESS OF OTHER ASSETS - (0.68)% (132,875) NET ASSETS - 100.00% $ 19,468,219 ADR- American Depositary Receipt * Represents non-income producing security during the period. ** Variable Rate Security, the coupon rate shown represents the annualized yield that was in effect at March 31, 2015. The accompanying notes are an integral part of these financial statements.


Statement of Assets and Liabilities March 31, 2015 (Unaudited) Assets: Investments in Securities, at Value (Cost $16,889,452) $ 19,601,094 Cash 63,146 Receivables: Dividends and Interest 25,155 Prepaid Expenses 14,042 Total Assets 19,703,437 Liabilities: Payables: Portfolio Securities Purchased 208,340 Due to Advisor 11,821 Accrued Expenses 15,057 Total Liabilities 235,218 Net Assets $ 19,468,219 Net Assets Consist of: Paid In Capital $ 17,282,047 Accumulated Undistributed Net Investment Income 101,404 Accumulated Undistributed Realized Loss on Investments (626,874) Unrealized Appreciation in Value of Investments 2,711,642 Net Assets, for 1,375,814 Shares Outstanding $ 19,468,219 Institutional Class Shares: Net Assets $ 19,016,462 Shares outstanding 1,343,810 Net asset value, offering price, and redemption price per share $ 14.15 Short-term Redemption Price Per Share ($14.15 x 0.98) * $ 13.87 Investor Class Shares: Net Assets $ 451,757 Shares outstanding 32,007 Net asset value, offering price, and redemption price per share $ 14.11 Short-term Redemption Price Per Share ($14.11 x 0.98) * $ 13.83 * The Fund will impose a 2.00% redemption fee on shares redeemed within 90 days of purchase. The accompanying notes are an integral part of these financial statements.


Statement of Operations

For the Six Months Ended March 31, 2015

(Unaudited) Investment Income: Dividends (net of $474 of foreign tax withheld) $ 171,068 Interest 38 Total Investment Income 171,106 Expenses: Advisory (Note 4) 70,389 Transfer Agent & Accounting 18,499 Distribution (12b-1) - Investor Class (Note 8) 546 Registration 7,485 Audit 3,740 Miscellaneous 3,879 Custodial 3,954 Legal 3,032 Insurance 5,759 Printing and Mailing 346 Total Expenses 117,629 Fees Waived and Reimbursed by the Advisor (Note 4) (29,097) Net Expenses 88,532 Net Investment Income 82,574 Realized and Unrealized Gain (Loss) on Investments: Realized Loss on Investments (1,091,996) Realized Capital Gains from Registered Investment Companies - Net Change in Unrealized Appreciation on Investments 2,745,983 Net Realized and Unrealized Gain on Investments 1,653,987 Net Increase in Net Assets Resulting from Operations $ 1,736,561 The accompanying notes are an integral part of these financial statements.

Elessar Small Cap Value Fund Statement of Changes in Net Assets

(Unaudited) Six Months Ended Year Ended 3/31/2015 9/30/2014 Increase/(Decrease) in Net Assets From Operations: Net Investment Income $ 82,574 $ 94,747 Net Realized Gain (Loss) on Investments (1,091,996) 525,638 Realized Capital Gains from Registered Investment Companies - 9,811 Net Change in Unrealized Appreciation (Depreciation) on Investments 2,745,983 (1,065,700) Net Increase (Decrease) in Net Assets Resulting from Operations 1,736,561 (435,504) Distributions to Shareholders from: Net Investment Income: Institutional Class (76,689) (9,753) Investor Class (1,619) - Realized Gains: Institutional Class - (451,543) Investor Class - (15,077) Net Change in Net Assets from Distributions (78,308) (476,373) Capital Share Transactions: Proceeds from Sale of Shares Institutional Class 3,147,395 16,524,710 Investor Class 66,666 217,474 Proceeds from Reinvestment of Dividends Institutional Class 69,433 457,132 Investor Class 1,559 14,598 Cost of Shares Redeemed Institutional Class (10,153,883) (170,658) Investor Class (138,079) (27,597) Net Increase (Decrease) from Shareholder Activity (7,006,909) 17,015,659 Net Assets: Net Increase in Net Assets (5,348,656) 16,103,782 Beginning of Period 24,816,875 8,713,093 End of Period (Including Accumulated Undistributed Net Investment Income of $101,404 and $97,138, respectively) $ 19,468,219 $ 24,816,875 Share Transactions: Shares Sold Institutional Class 238,884 1,213,073 Investor Class 4,903 16,545 Shares Issued on Reinvestment of Dividends Institutional Class 5,079 34,657 Investor Class 114 1,108 Shares Redeemed Institutional Class (807,361) (12,776) Investor Class (10,249) (2,047) Net Increase (Decrease) in Shares (568,630) 1,250,560 Outstanding at Beginning of Period 1,944,444 693,884 Outstanding at End of Period 1,375,814 1,944,444

The accompanying notes are an integral part of these financial statements.

Elessar Small Cap Value Fund - Institutional Class Financial Highlights

Selected data for a share outstanding throughout the period. (Unaudited) Six Months Ended Year Ended Period Ended (a) 3/31/2015 9/30/2014 9/30/2013 Net Asset Value, at Beginning of Period $ 12.76 $ 12.56 $ 10.00 Income From Investment Operations: Net Investment Income * 0.06 0.09 0.05 Net Realized and Unrealized Gain on Investments 1.39 0.76 2.54 Total from Investment Operations 1.45 0.85 2.59 Distributions: Net Investment Income (0.06) (0.01) (0.03) Realized Gains - (0.64) - Total from Distributions (0.06) (0.65) (0.03) Proceeds from Redemption Fees - # - - Net Asset Value, at End of Period $ 14.15 $ 12.76 $ 12.56 Total Return ** (b) 11.42% 6.64% 25.99% Ratios/Supplemental Data: Net Assets at End of Period (Thousands) $ 19,016 $ 24,343 $ 8,442 Before Waiver Ratio of Expenses to Average Net Assets 1.33% *** 1.29% 1.95% *** Ratio of Net Investment Income (Loss) to Average Net Assets 0.62% *** 0.36% (0.47)% *** After Waiver Ratio of Expenses to Average Net Assets 1.00% *** 1.00% 1.00% *** Ratio of Net Investment Income to Average Net Assets 0.95% *** 0.65% 0.48% *** Portfolio Turnover (b) 41.60% 49.06% 66.89% (a) For the period October 15, 2012 (commencement of investment operations) through September 30, 2013. (b) Not annualized for periods less than one year. * Per share net investment income (loss) has been determined on the basis of average shares method. ** Total Return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of all Fund distributions. *** Annualized # This amount is less than $ 0.005. The accompanying notes are an integral part of these financial statements.

Elessar Small Cap Value Fund - Investor Class Financial Highlights

Selected data for a share outstanding throughout the period. (Unaudited) Six Months Ended Year Ended Period Ended (a) 3/31/2015 9/30/2014 9/30/2013 Net Asset Value, at Beginning of Period $ 12.73 $ 12.54 $ 10.00 Income From Investment Operations: Net Investment Income * 0.05 0.07 0.02 Net Realized and Unrealized Gain on Investments 1.38 0.76 2.54 Total from Investment Operations 1.43 0.83 2.56 Distributions: Net Investment Income (0.05) - (0.02) Realized Gains - (0.64) - Total from Distributions (0.05) (0.64) (0.02) Proceeds from Redemption Fees - - - Net Asset Value, at End of Period $ 14.11 $ 12.73 $ 12.54 Total Return ** (b) 11.23% 6.46% 25.69% Ratios/Supplemental Data: Net Assets at End of Period (Thousands) $ 452 $ 474 $ 271 Before Waiver Ratio of Expenses to Average Net Assets 1.59% *** 1.56% 2.49% *** Ratio of Net Investment Income (Loss) to Average Net Assets 0.35% *** 0.21% (1.09)% *** After Waiver Ratio of Expenses to Average Net Assets 1.25% *** 1.25% 1.25% *** Ratio of Net Investment Income to Average Net Assets 0.69% *** 0.52% 0.16% *** Portfolio Turnover (b) 41.60% 49.06% 66.89% (a) For the period October 15, 2012 (commencement of investment operations) through September 30, 2013. (b) Not annualized for periods less than one year. * Per share net investment income (loss) has been determined on the basis of average shares method. ** Total Return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of all Fund distributions. *** Annualized The accompanying notes are an integral part of these financial statements.

ELESSAR SMALL CAP VALUE FUND NOTES TO FINANCIAL STATEMENTS MARCH 31, 2015 (UNAUDITED)

1. ORGANIZATION Elessar Small Cap Value Fund (the "Fund") was organized as a non-diversified series of Elessar Funds Investment Trust (the "Trust") on September 21, 2012 and commenced operations on October 15, 2012. The Trust is an open-end investment company, registered, under the Investment Company Act of 1940, as amended, established under the laws of Delaware by an Agreement and Declaration of Trust dated September 19, 2012, (the "Trust Agreement"). The Trust Agreement permits the Trustees to issue an unlimited number of shares of beneficial interest (“shares”) of separate series without par value. Elessar Small Cap Value Fund is currently the only series authorized by the Trustees. The Fund consists of two separate classes of shares offered by the Fund: Institutional Shares and Investor Shares. The investment advisor to the Fund is Elessar Investment Management, LLC. (the "Advisor"). The Fund seeks long-term capital appreciation. On December 26, 2014, Elessar Investment Management, LLC (“Elessar”), the investment adviser of the Fund, entered into an asset purchase agreement (the “Purchase Agreement”) with Emerald Advisers, Inc., (“Emerald Advisers”) to sell to Emerald Advisers substantially all the assets related to the business and operations of Elessar as they relate to Elessar’s management of the Fund (the “Purchase”). The Purchase was consummated on February 27, 2015. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States (“GAAP”). SECURITY VALUATIONS : All investments in securities are recorded at their estimated fair value, as described in Note 3. ORGANIZATIONAL AND OFFERING EXPENSES: All costs incurred by the Fund in connection with the organization, offering and initial registration of the Fund, principally professional fees, were paid on behalf of the Fund by the Adviser and will not be borne by the Fund. FEDERAL INCOME TAXES: The Fund’s policy is to continue to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its taxable income to shareholders. Therefore, no federal income tax provision is required. It is the Fund’s policy to distribute annually, prior to the end of the calendar year, dividends sufficient to satisfy excise tax requirements of the Internal Revenue Code.


This Internal Revenue Code requirement may cause an excess of distributions over the book year-end accumulated income. In addition, it is the Fund’s policy to distribute annually, after the end of the fiscal year, any remaining net investment income and net realized capital gains. The Fund recognizes the tax benefits of certain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax position, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions expected to be taken in the Fund’s 2013 and 2014 tax returns. The Fund identifies its major tax jurisdiction as U.S. Federal tax authorities; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the six months ended March 31, 2015, the Fund did not incur any interest or penalties. The Fund’s tax filings are open for examination for all tax periods since inception. DISTRIBUTIONS TO SHAREHOLDERS : Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income taxes purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset value per share of the Fund. EXPENSES: Expenses incurred by the Trust that do not relate to a specific Fund of the Trust are allocated to the individual Funds based on each Fund’s relative net assets or another appropriate basis, as determined by the Board of Trustees (the “Board”). USE OF ESTIMATES: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. OTHER : The Fund records security transactions on the trade date. The highest cost method is used for determining gains or losses for financial statement and income tax purposes. Dividend income is recognized on the ex-dividend


date. Interest income is recognized on an accrual basis. Discounts and premiums on securities purchased are accreted and amortized, over the lives of the respective securities. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the appropriate country’s rules and tax rates. The ability of issuers of debt securities held by the Fund to meet their obligations may be affected by economic and political developments in a specific country or region. Expenses incurred by the Corporation that do not relate to a specific Fund of the Corporation are allocated in accordance to the Corporation’s expense policy. 3. SECURITIES VALUATIONS As described in Note 2, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to the valuation methods. The three levels of inputs are: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available. The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.


FAIR VALUE MEASUREMENTS: A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis follows: Equity securities (common stock including ADRs, closed end mutual funds, and real estate investment trusts) - Equity securities are valued by using market quotations furnished by a pricing service when the Adviser believes such prices accurately reflect the fair market value of such securities. Securities that are traded on any stock exchange are valued by the pricing service at the last quoted sale price. Lacking a last sale price, an exchange traded security is valued by the pricing service at its last bid price. Securities traded in the NASDAQ over-the-counter market are valued by the pricing service at the NASDAQ Official Closing Price. Generally if the security is traded in an active market and is valued at the last sales price, the security is categorized as a Level 1 security. When the security position is not considered to be part of an active market or when the security is valued at the bid price the position is generally categorized as Level 2. When market quotations are not readily available, when the Adviser determines that the market quotation or the price provided by the pricing service does not accurately reflect the current fair value or when restricted or illiquid securities are being valued, such securities are valued at a fair value as determined by the Adviser in good faith, in accordance with guidelines adopted by and subject to review of the Board and are categorized in Level 2 or Level 3, when appropriate. Money market mutual funds are generally priced at the ending value at $1 NAV provided by the service agent of the funds. These securities will be categorized as Level 1 securities. Fixed income securities (including corporate bonds, debentures and notes, U.S. Government Securities, municipal securities, mortgage-backed and asset-backed securities, and fixed income oriented exchange-traded funds) valued using market quotations in an active market, will be categorized as Level 1 securities. However, they may be valued on the basis of prices furnished by a pricing service when the Adviser believes such prices more accurately reflect the fair value of such securities. A pricing service utilizes electronic data processing techniques based on yield spreads relating to securities with similar characteristics to determine prices for normal institutional-size trading units of debt securities without regard to sale or bid prices. These securities will generally be categorized as Level 2 securities. When market quotations are not readily available, when the Adviser determines that the market quotation or the price provided by the pricing service does not accurately reflect the current fair value, or when restricted or illiquid securities are being valued, such securities are valued at a fair price as determined by the Adviser in good faith, in accordance


with guidelines adopted by and subject to review of the Board of Trustees (the “Board”). Manually priced securities held by the Fund (if any) are reviewed by the Board on a quarterly basis. Short term investments in fixed income securities with maturities of less than 60 days when acquired, or which subsequently are within 60 days of maturity, are valued by using the amortized cost method of valuation. These securities are categorized as level 2 or level 3, when appropriate. The following table summarizes the inputs used to value the Fund’s assets measured at fair value as of March 31, 2015:

The Fund did not hold any Level 3 assets (those valued using significant unobservable inputs) during the six months ended March 31, 2015. Therefore a reconciliation of assets in which significant unobservable inputs were used in determining fair value is not applicable. The Funds did not hold any derivative instruments at any time during the six months ended March 31, 2015. For more detail on the industry classification of investments, please refer to the Fund’s Schedule of Investments. The Fund had no transfers into Level 2 or Level 3 during six months ended March 31, 2015. It is the Fund’s policy to consider transfers into or out of the levels as of the end of the reporting period. 4. RELATED PARTY TRANSACTIONS INVESTMENT ADVISER: Under the terms of the Management Agreement, the Adviser manages the investment portfolio of the Fund, subject to policies adopted by the Trust’s Board of Trustees. Under the Management Agreement, the Adviser, at its own expense and without reimbursement from the Trust, furnishes office space and all necessary office facilities, equipment and executive personnel necessary for managing the assets of the Fund. For its services, the Adviser receives an annual investment management fee of 0.80% of the average daily net assets of the Fund. For the six months ended March 31, 2015, the Adviser earned $70,389 in advisory fees. At March 31, 2015, the Fund owed the Advisor $11,821. The Fund's adviser has contractually agreed to waive management fees and/or to make payments to limit Fund expenses, until October 31, 2015, so that the total annual operating expenses (including organizational and offering expenses, but exclusive of any taxes, interest, brokerage commissions, expenses incurred in connection with any

Valuation Inputs of Assets Level 1 Level 2 Level 3 Total Common Stocks $ 16,468,993 $ - $ - $ 16,468,993 Real Estate Investment Trusts 2,180,802 - - 2,180,802 Short-Term Investments 951,299 - - 951,299 Total $ 19,601,094 $ - $ - $ 19,601,094


merger or reorganization, indirect expenses, expenses of other investment companies in which the Fund may invest, or extrao rdinary expenses such as litigation) of the Fund do not exceed 1.00% of average daily net assets for the institutional class and 1.25% of average daily net assets for the investor class. These fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limit. Amounts recoverable are in the table below. This agreement may be terminated only by the Fund's Board of Trustees, on 60 days written notice to the adviser. The Advisor waived fees in the amount of $29,097 for the six months ended March 31, 2015.

DISTRIBUTION PLAN: The Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act, as amended. Under the Plan, the Fund may expense up to 0.25% of the Investor Class’s average daily net assets to finance any activity primarily intended to result in the sale of Fund shares and the servicing of shareholder accounts, provided the Trustees have approved the category of expenses for which payment is being made. Expenditures will consist primarily of payments to financial intermediaries and third-party broker-dealers for their services in connection with the sale of Fund shares. Expenditures may also include, without limitation: (i) the printing and mailing to prospective investors of Fund prospectuses, statements of additional information, any supplements thereto, and shareholder reports; (ii) those relating to the development, preparation, printing, and mailing of advertisements, sales literature, and other promotional materials describing and/or relating to shares of the Fund; (iii) holding seminars and sales meetings designed to promote the distribution of the Fund’s shares; (iv) obtaining information and providing explanations to wholesale and retail distributors of the Fund’s investment objectives and policies and other information about the Fund; (v) training sales personnel regarding the shares of the Fund; and (vi) financing any other activity that the Fund’s Advisor determines is primarily intended to result in the sale of shares of the Fund. For the six months ended March 31, 2015, the Fund’s Investor Class incurred $546 in distribution fees. 5. CAPITAL SHARE TRANSACTIONS The Fund is authorized to issue an unlimited number of shares of separate series. Paid in capital for the Fund at March 31, 2015 was $17,282,047 representing 1,375,814 shares outstanding.

Period Ended Amount Recoverable Recoverable Through September 30, 2013 $56,750 September 30, 2016 September 30, 2014 $43,120 September 30, 2017


The Fund is authorized to deduct a 2% redemption fee from redemption proceeds for shares purchased and then redeemed within 90 days. For the six months ended March 31, 2015, the Fund did not collect any redemption fees. 6. INVESTMENTS For the six months ended March 31, 2015, the cost of purchases and the proceeds from sales, other than U.S. Government Securities, and short-term securities, aggregated $7,292,479 and $14,206,994, respectively. 7. TAX MATTERS For Federal income tax purposes, the cost of investments owned at September 30, 2014, was $25,826,516. At September 30, 2014, the composition of unrealized appreciation (the excess of value over tax cost) and depreciation (the excess of tax cost over value) on investments was as follows:

The tax character of distributions paid during six months ended March 31, 2015 and the year ended September 30, 2014 is as follows:

On December 29, 2014 distributions of $.06459 and $.04830 per share were paid to Institutional Class shareholders and Investor Class shareholders, respectively, aggregating $78,308 paid to shareholders of record on the same date, from net investment income. On December 27, 2013 distributions of $.01386 per share were paid to Institutional Class shareholders, aggregating $9,753 paid to shareholders of record on the same date, from net investment income. In addition, on December 27, 2013 distributions of $.6417 per share were paid to Institutional Class shareholders and Investor Class shareholders, respectively, aggregating $466,620 paid to shareholders of record on the same date, from short-term capital gains.

Gross unrealized appreciation on investment securities $ 1,555,846 Gross unrealized depreciation on investment securities (1,590,187) Net unrealized depreciation on investment securities $ (34,341)

2015 2014 Ordinary income: Institutional Class $ 76,689 $ 9,753 Investor Class $ 1,619 $ -Short-Term Capital Gains: Institutional Class $ - $ 451,543 Investor Class $ - $ 15,077


8. BENEFICIAL OWNERSHIP The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940. As of March 31, 2015, 30.12% of the outstanding shares of the Fund are owned by Roger W. Stone Revocable Trust, and as a result that entity may be deemed to control the Fund. As of March 31, 2015, 40.18% of the outstanding shares of the Fund are owned by National Financial Service Corp., for the benefit of its customers, and as a result that entity may be deemed to control the Fund. 9. NEW ACCOUNTING PRONOUNCEMENT In June 2013, the FASB issued ASU 2013-08, Financial Services Investment Companies, which updates the scope, measurement, and disclosure requirements for U.S. GAAP including identifying characteristics of an investment company, measurement of ownership in other investment companies and requires additional disclosures regarding investment company status and following guidance in Topic 946 of the FASB Accounting Standards Codification (FASC). The ASU is effective for interim and annual reporting periods that begin after December 15, 2013. Management is currently evaluating the impact that this pronouncement may have on the Fund’s financial statements.

ELESSAR SMALL CAP VALUE FUND EXPENSE ILLUSTRATION MARCH 31, 2015 (UNAUDITED)

Expense Example As a shareholder of the Elessar Small Cap Value Fund (the "Fund"), you incur two types of costs: (1) transaction costs which consist of redemption fees; and (2) ongoing costs which consist of management fees, distribution and/or Service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, October 31, 2014 through March 31, 2015.

Actual Expenses The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in this Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Elessar Small Cap Value Fund - Institutional Class

Beginning Account

Value Ending

Account Value Expenses Paid During

the Period*

October 1, 2014 March 31, 2015 October 1, 2014 to

March 31, 2015 Actual $1,000.00 $1,114.17 $5.27 Hypothetical (5% Annual Return before expenses) $1,000.00 $1,019.95 $5.04 * Expenses are equal to the Fund's annualized expense ratio of 1.00%, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). Elessar Small Cap Value Fund - Investor Class

Beginning Account

Value Ending Account

Value Expenses Paid During

the Period*

October 1, 2014 March 31, 2015 October 1, 2014 to

March 31, 2015 Actual $1,000.00 $1,112.33 $6.58 Hypothetical (5% Annual Return before expenses) $1,000.00 $1,018.70 $6.29 * Expenses are equal to the Fund's annualized expense ratio of 1.25%, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

ELESSAR SMALL CAP VALUE FUND ADDITIONAL INFORMATION MARCH 31, 2015 (UNAUDITED) Portfolio Holdings – The Fund files a complete schedule of investments with the SEC for the first and third quarter of each fiscal year on Form N-Q. The Fund’s first and third fiscal quarters end on June 30 and December 31. The Form N-Q filing must be made within 60 days of the end of the quarter, and the Fund’s first Form N-Q was filed with the SEC on February 26, 2013. The Fund’s Forms N-Q are available on the SEC’s website at http://sec.gov , or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-732-0330 for information on the operation of the Public Reference Room). You may also obtain copies by calling the Fund at 1-855-270-2673, free of charge. Proxy Voting - A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies during the 12-month period ended June 30, are available without charge upon request by (1) calling the Fund at 1-855-270-2673 and (2) from Fund documents filed with the Securities and Exchange Commission ("SEC") on the SEC's website at www.sec.gov . A review of how the Fund voted on company proxies can be obtained at our transfer agent’s website, www.mutualss.com . Additional Information - The Fund's Statement of Additional Information ("SAI") includes additional information about the trustees and is available, without charge, upon request. You may call toll-free 1-855-270-2673 to request a copy of the SAI or to make shareholder inquiries.

ELESSAR SMALL CAP VALUE FUND ADDITIONAL INFORMATION MARCH 31, 2015 (UNAUDITED)

SCHEDULE A

Assigned Assets

The property set forth below constitutes the Assigned Assets at the effective date of this Agreement. The total market value of the Assigned Assets as of the effective date of this Agreement is approximately $125,000. The property comprising the Assigned Assets is presently held by the Custodian as account number Pending

List of property:

Cash

SCHEDULE B

GENERAL INVESTMENT POLICY

The principal investment strategy of Elessar Investment Management, LLC (EIM) is to invest in common stocks, options, warrants of small U.S. companies with a market capitalization between approximately $150 million and $2.5 billion. These securities may be liquid or illiquid. The small cap style uses the Russell 2000 Value Index as its benchmark. EIM’ s equity investment process focuses on companies that possess the best quality at the lowest possible cost. Quality is measured by the company’s historical return on capital while cost or price paid is measured by a company’s current stock price-to-book valuation. EIM’s proprietary combination of these quality and valuation factors is a quantifiable metric that has been incorporated into a model called the Quality at an Acceptable Price Model (QAPM). QAPM is legally protected as a trade secret and EIM has applied for trademark protection as well. EIM believes that QAPM provides a more accurate predictor of future value than other broadly used analysis methods. QAPM screens a universe of approximately 3,000 companies. Each company is ranked on a quintile basis according to its QAPM score and sorted by industry classification. Companies with the highest first quintile QAPM scores of each industry classification are selected for further due-diligence by EIM’s investment management team. The due-diligence process includes, but is not limited to, validation of the company’s accounting policies, investigations of the competitive environment and the company’s competitive strengths/weaknesses, and confirmation of how management’s successful execution of the company’s business model in the past is likely to sustain strong financial returns in the future. The decision to sell is based on changes in the valuation and/or changes in the quality of the company’s fundamental trends. If fundamental trends have deteriorated and the stock price has reached its price target, the position will be sold. If the stock hits its price target and the company’s operating fundamentals conform to the original investment thesis, EIM’s investment management team will determine if a higher

price is justified on the basis of further due-diligence; otherwise, the position will be sold. Finally, if fundamentals have deteriorated and the stock has not reached its price target, the position will be sold.

Investment Adviser

Elessar Investment Management, LLC

Dividend Paying Agent, Shareholders’ Servicing Agent,

Transfer Agent Mutual Shareholder Services, LLC

Custodian US Bank

Independent Registered Public Accounting Firm Skoda Minotti

This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or solicitation of an offer to buy shares of the Fund. Such offering is made only by prospectus, which includes details as to offering price and other material information.

Item 2. Code of Ethics. (a) As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. (b) For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3) Compliance with applicable governmental laws, rules, and regulations; (4) The prompt internal reporting of violations of the code to an appropriate person or

persons identified in the code; and (5) Accountability for adherence to the code.

(c) Amendments: During the period covered by the report, there have not been any amendments to the provisions of the code of ethics. (d) Waivers: During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics. (e) The Code of Ethics is not posted on registrant’s website. (f) A copy of the Code of Ethics is attached as an exhibit. Item 3. Audit Committee Financial Expert. (a) The registrant’s Board of Trustees has determined that it does not have an audit committee financial expert serving on its audit committee. At this time, the registrant believes that the experience provided by each member of the audit committee together offer the registrant adequate oversight for the registrant’s level of financial complexity.

Item 4. Principal Accountant Fees and Services. Not applicable. Item 5. Audit Committee of Listed Companies. Not applicable. Item 6. Schedule of Investments. Not applicable – schedule filed with Item 1. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable. Item 8. Portfolio Managers of Closed-End Funds. Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Funds. Not applicable. Item 10. Submission of Matters to a Vote of Security Holders. The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant's board of trustees. Item 11. Controls and Procedures. (a) The Principal Executive and Financial Officers concluded that the Registrant's Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing of this report.

There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. Item 12. Exhibits.

EX-99.CODE ETH. Not applicable.

EX-99.CERT. Filed herewith.

Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

EX-99.906CERT. Filed herewith.

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Elessar Funds Investment Trust By /s/Mitch Krahe *Mitch Krahe Secretary Date: June 9, 2015 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

(b)

(a)(1)

(a)(2)

(a)(3)

(b)

By /s/Richard A. Giesen, Jr. *Richard A. Giesen, Jr. President Date: June 9, 2015 * Print the name and title of each signing officer under his or her signature.

EX-99.906CERT

CERTIFICATION

I, Mitch Krahe, Secretary of Elessar Funds Investment Trust (the “Registrant”) and Richard A. Giesen, Jr., President of Elessar Funds Investment Trust (the “Registrant”), do certify to the best of their knowledge that:

The Registrant’s periodic report on Form N-CSR for the period ended March 31, 2015 (the “Form N-CSR”) fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Secretary Elessar Funds Investment Trust /s/Mitch Krahe Mitch Krahe Date: June 9, 2015 President Elessar Funds Investment Trust /s/Richard A. Giesen, Jr. Richard A. Giesen, Jr. Date: June 9, 2015 A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Elessar Funds Investment Trust and will be retained by Elessar Funds Investment Trust and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

1.

2.

I, Mitch Krahe, certify that: 1. I have reviewed this report on Form N-CSR of Elessar Funds Investment Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: June 9, 2015 /s/Mitch Krahe Mitch Krahe Secretary

I, Richard A. Giesen, Jr., certify that: 1. I have reviewed this report on Form N-CSR of Elessar Funds Investment Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: June 9, 2015 /s/Richard A. Giesen, Jr. Richard A. Giesen, Jr. President

Code of Ethics Statement of General Principles This Code of Ethics (the “Code”) has been adopted by the Elessar Investment Trust (the “Trust”) for the purpose of instructing all employees, officers, directors and trustees of the Trust and Elessar Investment Management, LLC, the adviser to the Trust (the “Adviser”), in their ethical obligations and to provide rules for their personal securities transactions. All such persons owe a fiduciary duty to the Trust and its shareholders. A fiduciary duty means a duty of loyalty, fairness and good faith towards the Trust and its shareholders, and the obligation to adhere not only to the specific provisions of this Code but to the general principles that guide the Code. These general principles are:

The duty at all times to place the interests of the Trust and its shareholders first;

The requirement that all personal securities transactions be conducted in a manner consistent with the Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of any individual’s position of trust and responsibility; and

The fundamental standard that such employees, officers, directors and trustees should not take inappropriate advantage of their positions, or of their relationship with the Trust or its shareholders.

It is imperative that the personal trading activities of the employees, officers, directors and trustees of the Trust and the Adviser, respectively, be conducted with the highest regard for these general principles in order to avoid any possible conflict of interest, any appearance of a conflict, or activities that could lead to disciplinary action. This includes executing transactions through or for the benefit of a third party when the transaction is not in keeping with the general principles of this Code.

All personal securities transactions must also comply with the Securities & Exchange Commission’s Rule 17j-1. Under this rule, no Employee may:

Employ any device, scheme or artifice to defraud the Trust or any of its shareholders;

Make to the Trust or any of its shareholders any untrue statement of a material fact or omit to state to such client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Trust or any of its shareholders; or

Engage in any manipulative practice with respect to the Trust or any of its shareholders.

•

•

•

•

•

•

•

•

Definitions Advisory Employees : Employees who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of securities by the Fund, or whose functions relate to the making of any recommendation with respect to purchases or sales. The Chief Compliance Officer will maintain a current list of all Advisory Employees.

Beneficial Interest : ownership or any benefits of ownership, including the opportunity to directly or indirectly profit or otherwise obtain financial benefits from any interest in a security.

Chief Compliance Officer : the Compliance Officer for the Adviser is Mitch Krahe and for the Trust is Mitch Krahe.

Disinterested Trustees : trustees of the Trust whose affiliation with the Trust is solely by reason of being a trustee of the Trust.

Employee Account : each account in which an Employee or a member of his or her family has any direct or indirect Beneficial Interest or over which such person exercises control or influence, including, but not limited to, any joint account, partnership, corporation, trust or estate. An Employee’s family members include the Employee’s spouse, minor children, any person living in the home of the Employee and any relative of the Employee (including in-laws) to whose support an Employee directly or indirectly contributes.

Employees : the employees, officers, and trustees of the Trust and the employees, officers and directors of the Adviser, including Advisory Employees. The Compliance Officer will maintain a current list of all Employees.

Exempt Transactions : transactions which are 1) effected in an amount or in a manner over which the Employee has no direct or indirect influence or control, 2) pursuant to a systematic dividend reinvestment plan, systematic cash purchase plan or systematic withdrawal plan, 3) in connection with the exercise or sale of rights to purchase additional securities from an issuer and granted by such issuer pro-rata to all holders of a class of its securities, 4) in connection with the call by the issuer of a preferred stock or bond, 5) pursuant to the exercise by a second party of a put or call option, 6) closing transactions no more than five business days prior to the expiration of a related put or call option.

Funds: any series of the Trust.

Related Securities: securities issued by the same issuer or issuer under common control, or when either security gives the holder any contractual rights with respect to the other security, including options, warrants or other convertible securities.

Securities: any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, ETFs, MLPs, and REITS, or, in general, any interest or instrument commonly known as a “security,” or any certificate or interest or participation in temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase (including options) any of the foregoing; except for the following: 1) securities issued by the government of the United States, 2) bankers’acceptances, 3) bank certificates of deposit, 4) commercial paper, and 5) shares of unaffiliated registered open-end investment companies (other than exchange traded funds).

A.

B.

C.

D.

E.

F.

G.

H.

I.

J.

Securities Transaction: the purchase or sale, or any action to accomplish the purchase or sale, of a Security for an Employee Account. The term Securities Transaction does not include transactions executed by the Adviser for the benefit of unaffiliated persons, such as investment advisory and brokerage clients.

Personal Investment Guidelines Personal Accounts The Personal Investment Guidelines in this Section do not apply to Exempt Transactions unless the transaction involves a private placement or initial public offering. Employees must remember that regardless of the transaction’s status as exempt or not exempt, the Employee’s fiduciary obligations remain unchanged. While trustees of the Trust are subject at all times to the fiduciary obligations described in this Code, the Personal Investment Guidelines and Compliance Procedures of this Code apply to Disinterested Trustees only if such person knew, or in the ordinary course of fulfilling the duties of that position, should have known, that during the fifteen days immediately preceding or after the date of the such person’s transaction that the same Security or a Related Security was to be purchased or sold for the Fund or that such purchase or sale for the Fund was being considered, in which case such Sections apply only to such transaction. Employees may not execute a Securities Transaction on a day during which a purchase or sell order in that same Security or a Related Security is pending for the Fund unless the Securities Transaction is combined (“blocked”) with the Fund’s transaction. Securities Transactions executed in violation of this prohibition shall be unwound or, if not possible or practical, the Employee must disgorge to the Fund the value received by the Employee due to any favorable price differential received by the Employee. For example, if the Employee buys 100 shares at $10 per share, and the Fund buys 1000 shares at $11 per share, the Employee will pay $100 (100 shares x $1 differential) to the Fund. Any Securities Transactions in a private placement must be authorized by the Chief Compliance Officer, in writing, prior to the transaction. In connection with a private placement acquisition, the Chief Compliance Officer will take into account, among other factors, whether the investment opportunity should be reserved for a Fund, and whether the opportunity is being offered to the Employee by virtue of the Employee’s position with the Trust or the Adviser. If the private placement acquisition is authorized, the Chief Compliance Officer shall retain a record of the authorization and the rationale supporting the authorization. Employees who have been authorized to acquire securities in a private placement will, in connection therewith, be required to disclose that investment if and when the Employee takes part in any subsequent investment in the same issuer. In such circumstances, the determination to purchase Securities of that issuer on behalf of a Fund will be subject to an independent review by personnel of the Adviser with no personal interest in the issuer. Employees are prohibited from acquiring any Securities in an initial public offering without the prior written approval of the Chief Compliance Officer. This restriction is imposed in order to preclude any possibility of an Employee profiting improperly from the Employee’s position with the Trust or the Adviser. If the initial public offering is authorized, the Compliance Officer shall retain a record of the authorization and the rationale supporting the authorization. Other Restrictions Employees are prohibited from serving on the boards of directors of publicly traded companies, absent prior authorization by the Chief Compliance Officer. The consideration of prior authorization will be based upon a determination that the board service will be consistent with the interests of the Trust and the Fund’s shareholders. In the event that board service is authorized, Employees serving as directors may be isolated from other Employees making investment decisions with respect to the securities of the company in question. Compliance Procedures

K.

Employee Disclosure Within ten (10) days of commencement of employment with the Trust or the Adviser, each Employee must certify that he or she has read and understands this Code and recognizes that he or she is subject to it, and must disclose the following information, which information must be current as of a date no more than 45 days prior to the date the person became an Employee: a) the title, number of shares and principal amount of each Security in which the Employee has a Beneficial Interest when the person became an Employee, b) the name of any broker/dealer with whom the Employee maintained an account when the person became an Employee, and c) the date the report is submitted. Annually, each Employee must certify that he or she has read and understands this Code and recognizes that he or she is subject to it, that he or she has complied with the requirements of this Code and has disclosed or reported all personal Securities Transactions required to be disclosed or reported pursuant to the requirements of this Code. In addition, each Employee shall annually provide the following information (as of a date no more than 30 days before the report is submitted): a) the title, number of shares and principal amount of each Security in which the Employee had any Beneficial Interest, b) the name of any broker, dealer or bank with whom the Employee maintains an account in which any Securities are held for the direct or indirect benefit of the Employee, and c) the date the report is submitted. Compliance Employees must report, no later than thirty (30) days after the close of each calendar quarter, on the Securities Transaction Report form provided by the Trust or the Adviser, all transactions in which the Employee acquired or sold any direct or indirect Beneficial Interest in a Security, and certify that he or she has reported all transactions required to be disclosed pursuant to the requirements of this Code. The report will also identify any trading account, in which the Employee has a direct or indirect Beneficial Interest, established during the quarter with a broker, dealer or bank. The Employee may exclude transactions effected pursuant to an automatic investment plan. An automatic investment plan is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. The Chief Compliance Officer will, on a quarterly basis, check the quarterly transaction reports to verify that the Employee has not violated the Code. The Compliance Officer shall identify all Employees, inform those persons of their reporting obligations, and maintain a record of all current and former access persons. If an Employee violates this Code, the Chief Compliance Officer will report the violation to management personnel of the Trust and the Adviser for appropriate remedial action which, in addition to the actions specifically delineated in other sections of this Code, may include a reprimand of the Employee, or suspension or termination of the Employee’s relationship with the Trust and/or the Adviser. Any conflict between this Code and the code of ethics of the Adviser will be resolved in favor of the Adviser. The management personnel of the Trust will prepare an annual report to the Trust’s board of trustees that summarizes existing procedures and any changes in the procedures made during the past year and certify to the Trust’s Board of Trustees that the Adviser and the Trust have each adopted procedures reasonably necessary to prevent Employees from violating this Code. The report will describe any issues existing under this Code since the last report, including without limitation, information about any material violations of this Code, any significant remedial action during the past year and any recommended procedural or substantive changes to this Code based on management’s experience under this Code, evolving industry practices or legal developments. The Chief Compliance Officer is the party responsible for monitoring this process/procedure.

Documents

ELESSAR FUNDS INVESTMENT TRUST - EDGAR Online