AMENDMENT NO. 2 TO EXHIBIT A OF THE INVESTMENT MANAGEMENT AGREEEMENT

Ex-99.d.2

AMENDMENT NO. 2 TO

EXHIBIT A

OF THE INVESTMENT MANAGEMENT AGREEEMENT

     THIS EXHIBIT to the Investment Management Agreement dated August 27, 1999 (the "Agreement") between DELAWARE GROUP EQUITY FUNDS III and DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust (the "Investment Manager"), amended as of the 26^th day of June, 2001 to add Delaware Health Care Fund and Delaware Small Cap Growth Fund, lists the Funds for which the Investment Manager provides investment management services pursuant to this Agreement, along with the management fee rate schedule for each Fund and the date on which the Agreement became effective for each Fund.

				Management Fee Schedule
				(as a percentage of
				average daily net assets)
Fund Name		Effective Date		Annual Rate
Delaware American		December 22, 1999		0.75% on first $500 million
Services Fund				0.70% on next $500 million
				0.65% on next $1,500 million
				0.60% on assets in excess of
				$2,500 million
Delaware Focused Growth		December 22, 1999		0.65% on first $500 million
Fund (formerly Delaware				0.60% on next $500 million
Large Cap Growth Fund)				0.55% on next $1,500 million
				0.50% on assets in excess of
				$2,500 million
Delaware Research Fund		December 22, 1999		1.00% on first $500 million
				0.95% on next $500 million
				0.90% on next $1,500 million
				0.85% on assets in excess of
				$2,500 million
Delaware Technology and		December 22, 1999		0.75% on first $500 million
Innovation Fund				0.70% on next $500 million
				0.65% on next $1,500 million
				0.60% on assets in excess of
				$2,500 million
Delaware Trend Fund		August 27, 1999		0.75% on first $500 million
				0.70% on next $500 million
				0.65% on next $1,500 million
				0.60% on assets in excess of
				$2,500 million

Delaware Health		June 26, 2001		0.75% on first $500 million
Care Fund				0.70% on next $500 million
				0.65% on next $1.5 billion
				0.60% on assets in excess of
				$2.5 billion
Delaware Small Cap		June 26, 2001		1.00% on first $250 million
Growth Fund				0.90% on next  $250 million
				0.75% on assets in excess of
				$500 million

 
 

DELAWARE MANAGEMENT COMPANY,			DELAWARE GROUP EQUITY
a series of Delaware Management Business Trust			FUNDS III
By:	/s/ Xxxxxxx X. Xxxxx		By:	/s/ Xxxxx X. Xxxxxx
Name:	Xxxxxxx X. Xxxxx		Name:	Xxxxx X. Xxxxxx
Title:	Executive Vice President/Chief		Title:	President/Chief Executive
	Investment Officer, Equity			Officer/Chief Financial Officer
Attest:	Xxxx X. Xxxx		Attest:	/s/ Xxxxx X. X'Xxxxxx
Name:	Xxxx X. Xxxx		Name:	Xxxxx X. X'Xxxxxx
Title:	Assistant Vice President/Legal Services		Title:	Vice President/Associate
				General Counsel/Assistant
				Secretary

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