AMENDMENT NO. 1 TO
EXHIBIT A
OF THE INVESTMENT MANAGEMENT AGREEMENT
THIS EXHIBIT to the Investment Management Agreement between VOYAGEUR
MUTUAL FUNDS III, INC. and DELAWARE MANAGEMENT COMPANY (the "Agreement") amended
as of the 15th day of April, 1999 adds the Growth Stock Fund for which the
Investment Manager provides investment management services pursuant to the
Agreement dated April 1, 1999, along with the management fee rate schedule for
the Fund and the date on which the Agreement became effective for the Fund.
Management Fee Schedule
(as a percentage of
average daily net assets)
Fund Name Effective Date Annual Rate
--------- -------------- -----------
Growth Stock Fund April 15, 1999 0.65% on first $500 million
0.60% on next $500 million
0.55% on next $1,500 million
0.50% on assets in excess of
$2,500 million
DELAWARE MANAGEMENT COMPANY VOYAGEUR MUTUAL FUNDS III, INC.
By: _______________________ By: __________________________
Name: _____________________ Name: ________________________
Title: ____________________ Title: _______________________
Attest: ___________________ Attest: _______________________
Name: _____________________ Name: _________________________
Title: ____________________ Title: ________________________
