VOYAGEUR MUTUAL FUNDS III INC /MN/
497, 1995-09-20
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                         VOYAGEUR GROWTH AND INCOME FUND
                           VOYAGEUR GROWTH STOCK FUND
                       VOYAGEUR INTERNATIONAL EQUITY FUND
                         VOYAGEUR AGGRESSIVE GROWTH FUND

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    SUPPLEMENT DATED SEPTEMBER 20, 1995 TO PROSPECTUS DATED SEPTEMBER 1, 1995
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     The second  sentence  under the heading  "Class A Shares -- Front End Sales
Charge  Alternative  -- Rule 12b-1 Fees" on page 18 of the Prospectus is amended
to  read  "All or a  portion  of such  fees  are  paid  quarterly  to  financial
institutions and service providers with respect to average daily net assets of a
Fund  attributable  to shares sold or serviced by such  institutions  or service
providers.

     The third sentence under the heading "Class B Shares--  Contingent Deferred
Sales  Charge  Alternative"  on page 19 of the  Prospectus  is  amended  to read
"Although  Class B  shares  are  sold  without  an  initial  sales  charge,  the
Underwriter  pays  broker-dealers a fee of 3% of the amount invested at the time
of initial  purchase,  and pays an ongoing  annual  servicing  fee of .15% (paid
quarterly)."

     The purpose of these changes is to clarify that the fees  described  herein
will begin to accrue at the time of purchase of shares.



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