FIRST AMENDMENT TO TFS CAPITAL INVESTMENT TRUST FUND ACCOUNTING AGREEMENT WHEREAS, TFS Capital Investment Trust, an Ohio business trust (the "Trust") and Ultimus Fund Solutions, LLC (the "Fund Accountant"), an Ohio limited liability company, have...

                               FIRST AMENDMENT TO
                          TFS CAPITAL INVESTMENT TRUST
                            FUND ACCOUNTING AGREEMENT

     WHEREAS, TFS Capital Investment Trust, an Ohio business trust (the "Trust")
and Ultimus  Fund  Solutions,  LLC (the "Fund  Accountant"),  an Ohio limited
liability company,  have entered into a Fund Accounting 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  Fund
Accountant 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