FIRST AMENDMENT TO FUND ACCOUNTING AND SERVICES AGREEMENT DATED JULY 1, 2001, BY AND AMONG DAVIS PARK SERIES TRUST, AMERISTOCK CORPORATION AND ALPS MUTUAL FUNDS SERVICES, INC.

                                                                    EXHIBIT h(5)

                                 FIRST AMENDMENT
                    TO FUND ACCOUNTING AND SERVICES AGREEMENT
                               DATED JULY 1, 2001,
                                  BY AND AMONG
               XXXXX PARK SERIES TRUST, AMERISTOCK CORPORATION AND
                        ALPS MUTUAL FUNDS SERVICES, INC.

     THIS AMENDMENT is made as of August 5, 2002, by and between Xxxxx Park
Series Trust, a Delaware business trust ("Davis Park"), Ameristock Corporation,
a California corporation ("Ameristock"), and ALPS Mutual Funds Services, Inc., a
Colorado corporation ("ALPS").

     WHEREAS, Xxxxx Park, Ameristock, and ALPS have entered into a Fund
Accounting and Services Agreement (the "Agreement") dated July 1, 2001.

     WHEREAS, Xxxxx Park, Ameristock, and ALPS wish to modify the provisions of
the Agreement to reflect a two (2) year term and the removal of the Ameristock
Large Company Growth Fund therefrom.

     NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:

     1.     THE AMERISTOCK LARGE COMPANY GROWTH FUND. The Ameristock Large
     Company Growth Fund (the "Fund"), a series of Xxxxx Park, was liquidated as
     of June 21, 2002. As such, all references to the Fund in the Agreement
     shall be deleted.

     2.     TERM. The first paragraph of Section 12 of the Agreement shall be
     deleted and replaced with: The initial term of the Agreement shall be until
     August 4, 2004. Thereafter, the Agreement shall continue unless terminated
     by either Party upon sixty (60) days prior written notice to the other
     Party.

     3.     MISCELLANEOUS. Other than as amended hereby, all terms and
     conditions of the Agreement are unchanged and remain in full force and
     effect. This Amendment shall be deemed to be an amendment to the Agreement
     and shall be governed by the laws of the State of Colorado.

     IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized
representative of each of the parties hereto as of the date of the Amendment
first set forth above.


XXXXX PARK SERIES TRUST                       AMERISTOCK CORPORATION

By:                                           By:
    --------------------------------              ------------------------------
Name:                                         Name:
      ------------------------------               -----------------------------
Title:                                        Title:
       -----------------------------                 ---------------------------


ALPS MUTUAL FUNDS SERVICES, INC.

By:
    --------------------------------
Name:  Xxxxxx X. May
Title: Senior Vice President