VOYAGEUR MUTUAL FUNDS III, INC.
SUPPLEMENT DATED AS OF SEPTEMBER 1, 1995
TO INVESTMENT ADVISORY AGREEMENT
WHEREAS, Voyageur Mutual Funds III, Inc., a Minnesota corporation (the
"Company"), and Voyageur Fund Managers, Inc., a Minnesota corporation
("Voyageur"), previously entered into that Investment Advisory Agreement dated
November 1, 1993 (the "Advisory Agreement");
WHEREAS, the Company is creating one new Fund (as such term is defined
in the Advisory Agreement) known as Voyageur Growth and Income Fund (Series D of
the Company); and
WHEREAS, the Company and Voyageur contemplate that Voyageur will retain
a sub-adviser with respect to such Fund and wish to make provision therefor and
to establish the compensation payable under the Advisory Agreement by such Fund.
NOW, THEREFORE, the Company and Voyageur agree as follows:
1. In performing its services under the Advisory Agreement, Voyageur
may, at its option and expense, with respect to Voyageur Growth and Income Fund,
appoint a sub-adviser, which shall assume such responsibilities and obligations
of Voyageur pursuant to the Advisory Agreement as shall be delegated to the
sub-adviser; provided, however, that any discretionary investment decisions made
by a sub-adviser on behalf of such Fund shall be subject to approval or
ratification by Voyageur. Any appointment of a sub-adviser and assumption of
responsibilities and obligations of Voyageur by such sub-adviser shall be
subject to approval by the Board of Directors of the Company and, to the extent
(if any) required by law, by the shareholders of Voyageur Growth and Income
Fund. Any appointment of a sub-adviser for Voyageur Growth and Income Fund
pursuant hereto shall in no way limit or diminish Voyageur's obligations and
responsibilities under the Advisory Agreement.
2. Exhibit A to the Advisory Agreement is hereby amended, as set forth
in the attachment hereto, to reflect the compensation payable to Voyageur by
Voyageur Growth and Income Fund.
3. The Advisory Agreement, as supplemented hereby, is hereby adopted by
the Company on behalf of Voyageur Growth and Income Fund and is otherwise
ratified and confirmed in all respects.
IN WITNESS WHEREOF, the Company and Voyageur have caused this
Supplement to be executed by their duly authorized officers as of the day and
year first above written.
VOYAGEUR FUND MANAGERS, INC. VOYAGEUR MUTUAL FUNDS III, INC.
By /s/Xxxx X. Xxxx By /s/ Xxxx X. Xxxx
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Its President Its President
