Exhibit A


                  THIRD AMENDMENT TO ASSET MANAGEMENT AGREEMENT


This Third Amendment to Asset Management Agreement (this "Amendment") amends the
Asset Management Agreement between ING Investment  Management LLC ("ING-IM") and
Golden American Life Insurance Company ("Client"). This Amendment is dated as of
August 18, 2003.

1.   Background. ING-IM and Client are parties to an Asset Management Agreement,
     dated  January 20, 1998,  as amended (the  "Agreement"),  pursuant to which
     ING-IM provides Client with certain investment  advisory  services.  ING-IM
     and Client wish to clarify the limited circumstances under which ING-IM may
     have custody of Client funds or securities  under the  Agreement.  Although
     the  parties do not  intend by this  Amendment  to  address  whether or not
     Original Mortgage  Documents (as defined below) are in fact securities,  it
     is the  intention  of ING-IM and Client  that,  except as may be  otherwise
     agreed  from time to time,  ING-IM  will not have  actual  or  constructive
     custody  of  Client  funds  or  securities  other  than  Original  Mortgage
     Documents.

2.   Amendment  to Section 3 of the  Agreement.  Section 3 of the  Agreement  is
     hereby amended to add the following to the end of such Section:

     "Notwithstanding  anything to the  contrary in this  Section 3, except with
     regard such Original Mortgage Documents as are selected by ING-IM from time
     to time,  and as may  otherwise be agreed  between  ING-IM and Client:

     (a)  ING-IM  shall  not  maintain  physical  custody  of  Client  funds  or
          securities;  and

     (b)  ING-IM shall not have the power to direct any custodian or other third
          party to transfer  Client funds or  securities,  except in the case of
          (i) transactions  involving a delivery vs. payment or vice versa, (ii)
          free receipts into Client Accounts,  (iii) transfers  between Client's
          own accounts,  (iv) transfers to satisfy margin or collateral calls by
          brokers or other counterparties, and (v) other transactions that would
          not  reasonably  be  considered  to result  in actual or  constructive
          custody of Client funds or securities.

     "Original  Mortgage  Documents"  means  original  (a) mortgage  notes,  (b)
     certificates  of  participation  where more than one entity has invested in
     the mortgage via a participation  agreement,  and (c) letters of credit, as
     applicable,  that are provided from time to time by borrowers as additional
     security."


3.   Amendment to Section 7 of the Agreement.  The second  sentence of Section 7
     of the  Agreement  is hereby  amended to add the  language  highlighted  in
     italics below:

     "Except as specially  contemplated  by Section 3, ING-IM shall not maintain
     custody of Client funds or securities or otherwise act as custodian for the
     Account."

4.   Amendment to Section 10 of the  Agreement.  Section 10 of the  Agreement is
     hereby amended to read as follows:

     Section  10.  LIABILITY  OF  ING-IM  - In  rendering  services  under  this
     Agreement,  ING-IM will not be subject to any liability to Client or to any
     other  party  for any act or  omission  of  ING-IM  except  as a result  of
     ING-IM's  negligence,  misconduct or violation of applicable  law.  Nothing
     herein shall in any way  constitute a waiver or limitation of any rights of
     any party under applicable Federal or State law.

5.   Amended Agreement.  Except as specifically amended by this Amendment,  each
     and every term of this Agreement remains in full force and effect.


     CLIENT                       Golden American Life Insurance Company



                                  By: /s/ Paula Cludray-Engelke
                                      ------------------------------------------
                                      Name:   Paula Cludray-Engelke
                                      Title:  Secretary



     ING-IM:                      ING INVESTMENT MANAGEMENT LLC



                                  By: /s/ Fred C. Smith
                                      ------------------------------------------
                                      Name:  Fred C. Smith
                                      Title: Executive Vice President