AMENDMENT NO. 1 TO EXHIBIT A OF THE INVESTMENT MANAGEMENT AGREEEMENT THIS EXHIBIT to the Investment Management Agreement dated November 23, 1999 (the "Agreement") between DELAWARE GROUP ADVISER FUNDS and DELAWARE MANAGEMENT COMPANY, a series of...

                               AMENDMENT NO. 1 TO

                                    EXHIBIT A

                     OF THE INVESTMENT MANAGEMENT AGREEEMENT

         THIS EXHIBIT to the Investment Management Agreement dated November 23,
1999 (the "Agreement") between DELAWARE GROUP ADVISER FUNDS and DELAWARE
MANAGEMENT COMPANY, a series of Delaware Management Business Trust (the
"Investment Manager"), amended as of the 28th day of June, 2002 to add Delaware
Diversified Income 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 U.S. Growth                  November 23, 1999                   0.65% on first $500 million
Fund                                                                      0.60% on next $500 million
                                                                          0.55% on next $1,500 million
                                                                          0.50% on assets in excess of
                                                                          $2,500 million

Delaware Diversified                  June 28, 2002                       0.55% on first $500 million
Income Fund                                                               0.50% on next $500 million
                                                                          0.45% on next $1,500 million
                                                                          0.425% on assets in excess of
                                                                          $2,500 million


DELAWARE MANAGEMENT COMPANY,                                           DELAWARE GROUP ADVISER
a series of Delaware Management Business Trust                         FUNDS



By:  /s/Xxxxx X. Xxxxxx                                                By:  /s/Xxxxx X. Xxxxxx
   -----------------------------                                          -----------------------------
Name:    Xxxxx X. Xxxxxx                                               Name:    Xxxxx X. Xxxxxx
Title:   President                                                     Title:   President and Chief Executive
                                                                                Officer



Attest:  /s/Xxxxx X. Xxxxxx, Xx.                                       By:  /s/ Xxxxx X. Xxxxxx
       -----------------------------                                      -----------------------------
Name:    Xxxxx X. Xxxxxx, Xx.                                          Name:    Xxxxx X. Xxxxxx
Title:   Vice President/Associate General                              Title:   Vice President/Associate General
         Counsel/Assistant Secretary                                            Counsel/Assistant Secretary