SERVICE AGREEMENT

EXHIBIT 10.34

SERVICE AGREEMENT

This Service Agreement (hereinafter called “Agreement”) is made effective as of the 1 ^st day of January 1994, by and between Directed Services, Inc., a New York Corporation (hereinafter called “DSI”), and Golden American Life Insurance Company, a Delaware Insurance Corporation (hereinafter called “Golden American”).

WHEREAS, DSI has extensive experience in the distribution of variable insurance business; and

WHEREAS, Golden American is an affiliate of DSI and desires DSI to perform certain marketing, sales and other services (hereinafter called “Services”) for Golden American in its insurance operations and desires further to make use in its day-to-day operations of certain personnel, property, equipment, and facilities (hereinafter called “Facilities”) of DSI as Golden American may request; and

WHEREAS, DSI desires Golden American to perform certain managerial, supervisory, treasury, accounting, financial reporting, systems, legal and tax-related tasks for DSI in its securities operations and further to make use in its day-to-day operations of certain personnel, property, equipment, and facilities of Golden American as DSI may request; and

WHEREAS, DSI and Golden American contemplate that such an arrangement will achieve certain operating economies, and improve services to the mutual benefit of both DSI and Golden American; and

WHEREAS, DSI and Golden American wish to assure that all charges for Services and the use of Facilities incurred hereunder are reasonable and to the extent practicable reflect actual costs and are arrived at in a fair and equitable manner, and that estimated costs, whenever used, are adjusted periodically to bring them into alignment with actual costs; and

WHEREAS, DSI and Golden American wish to identify the Services to be rendered to Golden American and DSI and to provide a method of fixing bases for determining the charges to be made.

NOW, THEREFORE, in consideration of the premises and of the promises set forth herein, and intending to be legally bound hereby, DSI and Golden American agree as follows:

Both parties agree to the extent requested by the other party to perform such Services for each other as the parties determine to be reasonably necessary in the conduct of their insurance operations and securities operations.

Each party agrees at all times to use its best efforts to maintain sufficient personnel and Facilities of the kind necessary to perform the Services contemplated under this Agreement. Each shall have the right upon thirty (30) days prior written notice to the other to subcontract with those parents, subsidiaries, affiliates or unrelated third parties (hereinafter “SUBS”) accepted in writing by the other party to perform any Services and provide any personnel and Facilities which each is obligated to provide pursuant to this Agreement and in strict accordance with the terms, conditions and limitations contained in this Agreement. In addition, each party agrees that shared personnel may be used. Services provided by such shared personnel may satisfy either party’s obligations to perform Services under this Agreement.

Whenever either party utilizes its personnel to perform Services for the other pursuant to this Agreement, such personnel shall at all times remain employees of the employer subject solely to its direction and control and the employer shall alone retain full liability to such employees for their welfare, salaries, fringe benefits, legally required employer contributions and tax obligations.

No facility of either party used in performing Services for or subject to use by the other party shall be deemed to be transferred, assigned, conveyed or leased by performance or use pursuant to this Agreement.

In providing any Services hereunder which require the exercise of judgement, each party shall perform any such Service in accordance with any standards and guidelines developed and communicated to the other party. In performing any Services, hereunder, each party shall at all times act in a manner reasonably calculated to be in, or not opposed to, the best interest of the other party.

Neither party shall have liability for any action taken or omitted by it, in furnishing Services and Facilities under this Agreement, in good faith and without gross negligence.

The performance of Services by DSI for Golden American or Golden American for DSI pursuant to this Agreement shall in no way impair the absolute control of the business and operations of DSI or Golden American by their respective Boards of Directors. Each party shall act hereunder so as to assure the separate operating identity of the other party.

The performance of DSI under this Agreement with respect to the business and operations of Golden American shall at all times be subject to the direction and control of the Board of Directors of Golden American. The performance of Golden American under this Agreement with respect to the business and operations of DSI shall at all times be subject to the direction and control of the Board of Directors of DSI.

2.1          Subject to the foregoing and to the terms and conditions of this Agreement, DSI shall provide to Golden American the Services set forth below.

DSI shall provide marketing Services, including recruitment and direction of internal wholesalers, validation of agents' training allowances and development allowances and the administration of all agency matters.

Under the general supervision of the Board of Directors of Golden American and subject to the direction, control and prior approval of the responsible officers of Golden American, DSI shall provide sales Services, including sales aids, rate guides, sales brochures, solicitation materials and such other promotional materials, information, assistance and advice as shall assist the sales efforts of Golden American. DSI shall also interface to the extent necessary or appropriate with the NASD and SEC regarding marketing materials.

(c)           DSI shall provide underwriting and related securities Services to Golden American in its offerings of insurance products.

(d)           DSI shall provide supervisory and regulatory expertise and support as necessary to facilitate Golden American’s offering of insurance products, including NASD and SEC interface regarding registered representatives and registration statements.

2.2       Subject to the forgoing and to the terms and conditions of this Agreement, Golden American shall provide to DSI the services set forth below.

Golden American shall provide managerial and supervisory services to DSI regarding insurance operations, insurance distribution and product specific knowledge/information or training.

Golden American shall provide treasury, accounting, and financial reporting services, including systems support as requested by DSI to support DSI’s investment advisory and in the performance of allocations of salaries and expenses of the parties to this Agreement.

Golden American shall provide tax-related consulting and related services to DSI’s operations.

Golden American shall provide legal support for DSI.

Golden American shall process the payment of commissions for DSI.

Golden American agrees to reimburse DSI and DSI agrees to reimburse Golden American for Services provided to each other pursuant to this Agreement. The charges for such Services and Facilities shall include all direct and directly allocable expenses, reasonably and equitably determined to be attributable to each party, plus a reasonable charge for direct overhead such as rent expense, the amount of such charge for overhead to be agreed upon by the parties from time to time. When shared personnel are used to perform Services, allocations of the cost of such personnel including salaries and benefits shall be in proportion to the time spent by such personnel directly relating to Services performed for the appropriate party to this Agreement.

Each party's determination of charges hereunder shall be present