FIRST AMENDMENT TO TFS CAPITAL INVESTMENT TRUST TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT WHEREAS, TFS Capital Investment Trust, an Ohio business trust (the "Trust") and Ultimus Fund Solutions, LLC (the "Transfer Agent"), an Ohio limited...

                               FIRST AMENDMENT TO
                          TFS CAPITAL INVESTMENT TRUST
                TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT

     WHEREAS, TFS Capital Investment Trust, an Ohio business trust (the "Trust")
and  Ultimus  Fund  Solutions,  LLC  (the  "Transfer  Agent"),  an Ohio  limited
liability company,  have entered into a Transfer Agent and Shareholder  Services
Agreement as of June 23, 2004 (the "Agreement");

     WHEREAS, the parties agree to amend the Agreement;

     NOW, THEREFORE, effective August 25, 2005, the Trust and the Transfer Agent
agree to amend the Agreement as follows:

     1.   The Address  for  Ultimus  Fund  Solutions,  LLC is hereby  amended as
          follows:

          "Ultimus Fund Solutions, LLC
          000 Xxxxxxxx Xxxxx, Xxxxx 000
          Xxxxxxxxxx, Xxxx 00000"

     2.   Schedule A of the Agreement is hereby amended as follows:

          "TFS Small Cap Fund"

     3.   Excepted as amended hereof, the Agreement  shall remain  in full force
and effect.

     Executed this 25th day of August, 2005



TFS CAPITAL INVESTMENT TRUST


By:  /s/Xxxxx Xxxxx
   -----------------------------------
     Xxxxx Xxxxx, Trustee

ULTIMUS FUND SOLUTIONS, LLC


By:  /s/Xxxxxx X. Xxxxxx
   -----------------------------------
     Xxxxxx X. Xxxxxx, President