0001206774-07-002063 Sample Contracts

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Delaware Distributors, L.P. 2005 Market Street Philadelphia, PA 19103
Voyageur Mutual Funds Iii /Mn/ • August 28th, 2007

By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Delaware Distributors, L.P. (the “Distributor”) agrees that in order to improve the performance of Delaware Select Growth Fund (the “Fund”), which is a series of Voyageur Mutual Funds III, the Distributor shall waive a portion of the Rule 12b-1 (distribution) fees for the Fund’s Class R Shares, so that such Fund’s Rule 12b-1 (distribution) fees will not exceed 0.50% for the period September 1, 2007 through August 31, 2008.

AMENDMENT NO. 2 TO EXHIBIT A OF THE INVESTMENT MANAGEMENT AGREEEMENT
Voyageur Mutual Funds Iii /Mn/ • August 28th, 2007

THIS EXHIBIT to the Investment Management Agreement dated April 1, 1999 (the Agreement”) between VOYAGEUR MUTUAL FUNDS III and DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust, amended as of the 31st day of August, 2006 to add Delaware Large Cap Core Fund, lists the Funds for which the Investment Manager provides investment management services pursuant to the Agreement, along with the management fee rate schedule for each Fund and the date on which the Agreement became effective for each Fund.

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