0001162044-12-000934 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • October 1st, 2012 • Elessar Funds Investment Trust • Minnesota

THIS AGREEMENT is made and entered into as of this 31st day of August, 2012, by and between ELESSAR FUNDS INVESTMENT TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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By-Laws of Elessar Small Cap Value Fund
By-Laws • October 1st, 2012 • Elessar Funds Investment Trust
TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • October 1st, 2012 • Elessar Funds Investment Trust • Ohio

THIS AGREEMENT is made and entered into this 28th day of September, 2012, by and between the Elessar Funds Investment Trust (the “Trust”), a Delaware business trust having its principal place of business at 1111 Superior Ave, Suite 1310 Cleveland, ohio 44114, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

AGREEMENT AND DECLARATION OF TRUST Of
Trust Agreement • October 1st, 2012 • Elessar Funds Investment Trust • Delaware
ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • October 1st, 2012 • Elessar Funds Investment Trust • Ohio

THIS AGREEMENT is made and entered into this 28th day of September, 2012, by and between the Elessar Funds Investment Trust (the “Trust”), a Delaware business trust having its principal place of business at 1111 Superior Ave, Suite 1310 Cleveland, ohio 44114, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).

ELESSAR INVESTMENT TRUST OPERATING EXPENSES LIMITATION AGREEMENT Elessar Investment Management, LLC
Operating Expenses Limitation Agreement • October 1st, 2012 • Elessar Funds Investment Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 20 day of September, 2012, by and between Elessar Investment Trust, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed in Appendix A (the "Fund"), and the investment adviser of the Fund, Elessar Investment Management, LLC (the “Adviser”).

SUBSCRIPTION AGREEMENT BETWEEN THE FUNDS AND THE INVESTOR Elessar Small Cap Value Fund LETTER OF INVESTMENT INTENT
Subscription Agreement • October 1st, 2012 • Elessar Funds Investment Trust

Effective September 22, 2012, the undersigned (the "Purchaser") hereby subscribes to purchase a beneficial interest ("Interest") in the Elessar Small Cap Value Fund, in the amount of $26,690.97 for 2,669.10 shares at net asset value of $10.00 per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of $26,690.97.

SUBSCRIPTION AGREEMENT BETWEEN THE FUNDS AND THE INVESTOR Elessar Small Cap Value Fund LETTER OF INVESTMENT INTENT
Subscription Agreement • October 1st, 2012 • Elessar Funds Investment Trust

Effective September 22, 2012, the undersigned (the "Purchaser") hereby subscribes to purchase a beneficial interest ("Interest") in the Elessar Small Cap Value Fund, in the amount of $29,478.39 for 2,947.84 shares at net asset value of $10.00 per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of $29,478.39.

SUBSCRIPTION AGREEMENT BETWEEN THE FUNDS AND THE INVESTOR Elessar Small Cap Value Fund LETTER OF INVESTMENT INTENT
Subscription Agreement • October 1st, 2012 • Elessar Funds Investment Trust

Effective September 22, 2012, the undersigned (the "Purchaser") hereby subscribes to purchase a beneficial interest ("Interest") in the Elessar Small Cap Value Fund, in the amount of $69,759.95 for 6,975.99 shares at net asset value of $10.00 per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of $69,759.95.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 1st, 2012 • Elessar Funds Investment Trust • Ohio

THIS AGREEMENT, made the 25th day of September, 2012, between Elessar Funds Investment Trust a Delaware Statutory Trust (“Client”), and Elessar Investment Management, LLC (“Elessar”) a Delaware Limited Liability Company.

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