EXHIBIT 10

 

SERVICE AGREEMENT

 

This Service Agreement (hereinafter called “Agreement”) is made effective as of the 1st 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:

 

|   | 1. | PERFORMANCE OF SERVICES |
|--------|----|-------------------------|

 

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.

 

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