FIRST AMENDMENT TO TFS CAPITAL INVESTMENT TRUST DISTRIBUTION AGREEMENT WHEREAS, TFS Capital Investment Trust, an Ohio business trust (the "Trust") and Ultimus Fund Distributors, LLC (the "Distributor"), an Ohio limited liability company, have entered...

                               FIRST AMENDMENT TO
                          TFS CAPITAL INVESTMENT TRUST
                             DISTRIBUTION AGREEMENT

     WHEREAS, TFS Capital Investment Trust, an Ohio business trust (the "Trust")
and  Ultimus  Fund  Distributors,  LLC  (the  "Distributor"),  an  Ohio  limited
liability  company,  have entered into a  Distribution  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 Distributor
agree to amend the Agreement as follows:

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

          "Ultimus Fund Distributors, 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 DISTRIBUTORS, LLC


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