Edgar Filing: VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III INC

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Delaware
Investments(SM)
-------------------------------------
A member of Lincoln Financial Group(R)

COMBINED PROXY STATEMENT AND
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, NOVEMBER 1, 2001

To the Shareholders of:

Delaware Group Dividend and Income Fund, Inc.
Delaware Group Global Dividend and Income Fund, Inc.
Voyageur Arizona Municipal Income Fund, Inc.
Voyageur Colorado Insured Municipal Income Fund, Inc.
Voyageur Florida Insured Municipal Income Fund
Voyageur Minnesota Municipal Income Fund, Inc.
Voyageur Minnesota Municipal Income Fund II, Inc.
Voyageur Minnesota Municipal Income Fund III, Inc.

This is your official notice that the Joint Annual Meeting of Shareholders of
each Delaware Investments closed-end registered investment company listed above
(each individually, a "Fund" and, collectively, the "Funds") will be held at the
Crown Plaza Hotel, 1800 Market Street, Philadelphia, Pennsylvania on Thursday,
November 1, 2001 at 11:00 a.m. The purpose of the meeting is to consider and act
upon the following proposals and to transact any other business that properly
comes before the meeting and any adjournments of the meeting.

The purposes of the Joint Annual Meeting are as follows:

1. To elect a Board of Directors (or Trustees) for each Fund.

2. For each Fund except Delaware Group Dividend and Income Fund, Inc.,
Delaware Group Global Dividend and Income Fund, Inc. and Voyageur
Florida Insured Municipal Income Fund: To vote on a proposal to amend
the Articles of Incorporation to change the name of the Fund.

Please vote your Proxy promptly to avoid the need for further mailings. Your
vote is important.

/s/ Charles E. Haldeman, Jr.
--------------------------------
Charles E. Haldeman, Jr.
Chairman

September 28, 2001

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Delaware
Investments(SM)
-------------------------------------
A member of Lincoln Financial Group(R)

1818 Market Street
Philadelphia, PA 19103
1-800-362-7500

PROXY STATEMENT

JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, NOVEMBER 1, 2001

Meeting Information. The Board of Directors or Trustees (each Board is hereafter
referred to as a "Board of Directors" and Board members are referred to as
"Directors") of each Fund listed on the accompanying Notice is soliciting your
proxy to be voted at the Joint Annual Meeting of Shareholders to be held on
Thursday, November 1, 2001 at 11:00 a.m. at the Crown Plaza Hotel, 1800 Market
Street, Philadelphia, Pennsylvania and/or at any adjournments of the meeting
(hereafter, the "Meeting").

Purpose of the Meeting. The purpose of the Meeting is to consider the proposals
listed in the accompanying Notice. The Board of Directors of each Fund urges you
to complete, sign and return the Proxy Card (or Cards) included with this Proxy
Statement, whether or not you intend to be present at the Meeting. It is
important that you provide voting instructions promptly to help assure a quorum
for the Meeting.

General Voting Information. You may provide proxy instructions by returning the
Proxy Card(s) by mail in the enclosed envelope. The persons designated on the
Proxy Card(s) as proxies will vote your shares as you instruct on each Proxy
Card. If you return a signed Proxy Card without any voting instructions, your
shares will be voted "FOR" each of the nominees for election as Director and, if
applicable, "FOR" the proposal to amend the Articles of Incorporation to change
the name of the Fund. The persons designated on the Proxy Card as proxies will
also be authorized to vote (or to withhold their vote) in their discretion on
any other matters which properly come before the Meeting. They may also vote in
their discretion to adjourn the Meeting. If you sign and return a Proxy Card,
you may still attend the Meeting to vote your shares in person. If your shares
are held of record by a broker and you wish to vote in person at the Meeting,
you should obtain a Legal Proxy from your broker of record and present it at the
Meeting. You may also revoke your proxy at any time before the Meeting: (i) by
notifying Delaware Investments in writing at 1818 Market Street, Philadelphia,
PA 19103; (ii) by submitting a later signed Proxy Card; or (iii) by voting your
shares in person at the Meeting. If your shares are held in the name of your
broker, you will have to make arrangements with your broker to revoke any
previously executed proxy.

Each shareholder may cast one vote for each full share and a partial vote for
each partial share of a Fund that he or she owned on September 13, 2001, the
record date for the Meeting. Exhibit A shows the number of shares of each Fund
that were outstanding on the record date and Exhibit B lists the shareholders
who owned 5% or more of each Fund on that date. It is expected that this Proxy
Statement and the accompanying Proxy Card(s) will be mailed to shareholders of
record on or about September 28, 2001.

This proxy solicitation is being made largely by mail, but may also be made by
officers or employees of the Funds or their investment manager or affiliates,
through telephone, facsimile, or other communications. The Funds may also employ
a professional proxy solicitation firm, although they do not presently intend to
do so. The cost of the solicitation is being borne by the Funds. The Funds may
reimburse banks, brokers or dealers for their reasonable expenses in forwarding
soliciting materials to beneficial owners of the Funds' shares.

Required Votes. All shareholders of a Fund vote together on the proposals,
regardless of whether the Fund has both common and preferred shareholders, with
one exception. That is that the holders of preferred shares of each of the six
Funds that were previously part of the Voyageur family of funds ("Voyageur
Funds") have the exclusive right to separately elect two Directors, in addition
to the right to vote for the remaining Directors together with the holders of
the common shares.

The amount of votes of each Fund that are needed to approve each proposal
varies. The voting requirements are described within each proposal. Abstentions
will be included for purposes of determining whether a quorum is present for
each Fund at the Meeting. They will be treated as votes present at the Meeting,
but will not be treated as votes cast. They therefore would have no effect on
proposals which require a plurality or majority of votes cast for approval, but
would have the same effect as a vote "AGAINST" on proposals requiring a majority
of votes present. (These different voting standards are explained in the various
proposals.) Because the two proposals presented are considered to be "routine"
voting items, the Funds do not expect to recognize broker non-votes.

In the event that a quorum is not present or if sufficient votes are not
received consistent with management's recommendation on the adoption of any
proposal, management may propose an adjournment or adjournments of the Meeting
for a Fund. Any adjournment would require a vote in favor of the adjournment by
the holders of a majority of the shares present at the Meeting in person or by
proxy. The persons named as proxies may vote (or withhold their vote) in their
discretion on any proposed adjournment.

PROPOSAL ONE: TO ELECT A BOARD OF DIRECTORS FOR EACH FUND

You are being asked to vote to elect each of the current members of the Board of
Directors for your Fund. The nominees are: Charles E. Haldeman, Jr., David K.
Downes, Walter P. Babich, John H. Durham, John A. Fry, Anthony D. Knerr, Ann R.
Leven, Thomas F. Madison and Janet L. Yeomans.

If elected, these persons will serve as Directors until the next annual meeting
of shareholders called for the purpose of electing Directors, and/or until their
successors have been elected and qualify for office. It is not expected that any
nominee will withdraw or become unavailable for election, but in such a case,
the power given by you in the Proxy Card may be used by the persons named as
proxies to vote for a substitute nominee or nominees as recommended by the
existing Board of Directors.

The Voyageur Funds each issue shares of common stock and shares of preferred
stock. The governing documents of each Voyageur Fund provide that the holders of
preferred shares of the Fund are entitled to elect two of the Fund's Directors,
and the remaining Directors are to be elected by the holders of the preferred
shares and common shares voting together. The nominees for Directors to be voted
on separately by the preferred shareholders of such Funds are Thomas F. Madison
and Janet L. Yeomans.

Directors. Presented below is information about the age, position with the
Funds, principal occupation and past business experience of each current
Director. Exhibit C lists the year in which each individual became a Director of
each Fund.

*Charles A. Haldeman, Jr. (age 52) Chairman, Trustee/Director of each Fund and
16 other investment companies in the Delaware Investments family. Mr. Haldeman
is the President, Chief Executive Officer and Director of Lincoln National
Investment Companies, Inc. and Delaware Management Holdings, Inc.; Chief
Executive Officer and Director of DMH Corp., Delaware

Management Company, Inc., Delaware Investments U.S., Inc., DIAL Holding Company,
Inc., Delaware Management Business Trust and Delaware International Holdings
Ltd.; Chief Executive Officer of Delaware General Management, Inc. and Delaware
Management Company and Vantage Investment Advisers (each a series of Delaware
Management Business Trust); President and Chief Executive Officer of Delaware
Lincoln Cash Management and Delaware Lincoln Investment Advisers (each a series
of Delaware Management Business Trust); Chairman and Director of Delaware
International Advisers Ltd.; Director of Delaware Service Company, Inc.,
Delaware Capital Management, Inc., Retirement Financial Services, Inc. and
Delaware Distributors, Inc. Prior to joining Delaware Investments in 2000, Mr.
Haldeman was President, Chief Operating Officer and Director at United Asset
Management from March 1998 to January 2000. Prior to that, Mr. Haldeman was
Director and Partner for Cooke and Bieler, Inc. from June 1974 to March 1998.

*David K. Downes (age 61) President/Chief Executive Officer/Chief Financial
Officer/Director/Trustee of each Fund and 25 other investment companies within
Delaware Investments, and of Delaware International Holdings Ltd.; Executive
Vice President/Chief Operating Officer/Chief Financial Officer of Delaware
Management Holdings, Inc., Delaware Investment Advisers, Delaware Lincoln
Investment Advisers and Vantage Investment Advisers (each a series of Delaware
Management Business Trust), Delaware Distributors, L.P. and Founders CBO
Corporation; Executive Vice President/Chief Operating Officer/Chief Financial
Officer/Director of DMH Corp., Delaware Investments U.S., Inc., DIAL Holding
Company, Inc., Delaware Distributors, Inc. and Founders Holdings, Inc.;
President/Director of Delaware Management Company, Inc.; Executive Vice
President/Chief Operating Officer/Chief Financial Officer/Trustee of Delaware
Management Business Trust; President of Delaware Management Company (a series of
Delaware Management Business Trust); Executive Vice President/Chief Operating
Officer of Delaware Lincoln Cash Management (a series of Delaware Management
Business Trust); Chairman/President/Chief Executive Officer/Director of Delaware
Service Company, Inc.; President/Chief Executive Officer/Director of Delaware
Capital Management, Inc.; Chairman/Director of Retirement Financial Services,
Inc. and Delaware Management Trust Company; Director of Delaware International
Advisers Ltd.; President/Chief Executive Officer/Chief Financial
Officer/Director of Delaware General Management, Inc.; Vice President/Chief
Operating Officer/Director of Lincoln National Investment Companies, Inc.; and
President and Director of Lincoln National Convertible Securities Fund, Inc. and
Lincoln National Income Fund, Inc. (since February 2001). During the past five
years, Mr. Downes has served in various executive capacities at different times
within Delaware Investments.

Walter P. Babich (age 73) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; Board Chairman of Citadel Constructors,
Inc. (commercial building construction), 1988 to present; Partner of I&L
Investors, 1988-1991; Partner of Irwin & Leighton Partnership (building
construction), 1986-1988.

John H. Durham (age 64) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; Private Investor; Partner of Complete
Care Services, 1995-1999; Director Emeritus of all 33 investment companies
within Delaware Investments, 1995-1998; reappointed to the Boards of 19
investment companies for which he currently serves as Director in 1998 and
appointed to the Boards of 14 investment companies for which he currently serves
as Director in 2000; Consultant to Delaware Investments, 1991-1997; Chairman of
the Board of each investment company within Delaware Investments, 1986-1991;
President of each investment company within Delaware Investments, 1977-1990;
Chief Executive Officer of each

* This nominee is considered to be an "interested person" of the Funds as that
term is defined in the Investment Company Act of 1940, as amended (the "1940
Act").

investment company within Delaware Investments, 1984-1990. Prior to 1992, Mr.
Durham served as a director and in various executive capacities at different
times within Delaware Management Holdings, Inc., Delaware Management Company,
Inc., Delaware Distributors, Inc. and Delaware Service Company, Inc.

John A. Fry (age 41) Trustee/Director of each Fund and 16 other investment
companies in the Delaware Investments family; Executive Vice President of the
University of Pennsylvania. From 1991 to 1995, Mr. Fry was Partner-in-Charge,
National Higher Education Consulting of Coopers & Lybrand and from 1984 to 1991,
Mr. Fry held Consultant and Manager positions with KPMG Peat Marwick, ending
with Senior Manager from 1989 to 1991.

Anthony D. Knerr (age 62) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; Founder and Managing Director, Anthony
Knerr & Associates (strategic consulting company to major non-profit
institutions and organizations), 1991 to present; Founder and Chairman of the
Publishing Group, Inc., 1988-1990; Executive Vice President/Finance and
Treasurer of Columbia University, 1982-1988; Lecturer of English at Columbia
University, 1987-1989.

Ann R. Leven (age 60) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; Retired Treasurer, National Gallery of
Art; Director of Recoton Corp., 1999 to present; Treasurer, National Gallery of
Art, 1994-1999; Director of four investment companies sponsored by Acquila
Management Corporation, 1985-1998; Deputy Treasurer of the National Gallery of
Art, 1990-1994; Treasurer and Chief Fiscal Officer of the Smithsonian
Institution, 1984-1990; Adjunct Professor at Columbia Business School,
1975-1992.

Thomas F. Madison (age 65) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; President and Chief Executive Officer of
MLM Partners Inc. (consulting), 1993 to present; Director of Lightening Rod
Software, February 2000 to present; Director of Valmont Industries (irrigation
systems and steel pole manufacturing), 1987 to present; Director of ACI
Telecentrics (outbound telemarketing and telecommunications), 1996 to present;
Director of Aon Risk Services (risk management consulting and insurance
brokerage), 1995 to present; Director of Digital River (e-commerce internet
software), 1996 to present; Director of Banner Health Systems, 1991 to present;
Chairman of AetherWorks Inc. (computer telephone), 1999-2000 and Director,
1992-2000; Director of Minnegasco, Span Link Communications (software),
1995-2000; Chairman of the Board of Communications Holdings, Inc., 1996-1999;
Vice Chairman - Office of the CEO of The Minnesota Mutual Life Insurance
Company, February to September, 1994; Director of Eltrax Systems, Inc. (data
communications integration), 1993-1999.

Janet L. Yeomans (age 53) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; Vice President and Treasurer of the 3M
Corporation, 1995 to present; President of 3M Investment Management Corporation
since its inception in 1999; Director of Benefit Funds and Financial Markets for
the 3M Corporation, 1987-1995; Manager of Benefit Fund Investments for the 3M
Corporation, 1985-1987; Manager of Pension Funds for the 3M Corporation,
1983-1985; Consultant, Investment Technology Group of Chase Econometrics,
1982-1983; Consultant for Data Resources, 1980-1982; Programmer for the Federal
Reserve Bank of Chicago, 1970-1974.

Board and Committee Meetings. During the twelve months ended September 30, 2001,
each Fund held six Board meetings, two of which were two day meetings. All of
the Directors attended at least 75% of those meetings.

Each Fund has an Audit Committee for the purpose of meeting, at least annually,
with the Fund's officers and independent auditors to oversee the quality of
financial reporting and the internal controls of each Fund, and for such other
purposes as the Board of Directors may from time to time direct. The Audit
Committee of each Fund consists of the following three Directors appointed by
the Board: Ann R. Leven, Chairperson; Thomas F. Madison; and Janet L. Yeomans.
Members of the Audit Committee serve for three years or until their successors
have been appointed and qualified. The Audit Committee held five meetings for
each Fund during the twelve months ended September 30, 2001. The Board of
Directors of each Fund has adopted a written charter for each Fund's Audit
Committee, attached as Exhibit D.

Each Board of Directors also has a Nominating Committee, which meets for the
purpose of proposing nominees to serve as Directors. Nominees are considered by
the full Board of Directors for each Fund and, when appropriate, by shareholders
at annual or special shareholder meetings. The Nominating Committee of each Fund
currently consists of the following four Directors appointed by the Board:
Anthony D. Knerr, Chairperson; John H. Durham; and John A. Fry, all of whom are
independent; and David K. Downes. The selection and nomination of the
independent Director nominees is committed to the discretion of the present
independent Directors. The Nominating Committee will consider suggestions for
Board of Directors nominations from shareholders. Shareholders who wish to
suggest candidates for nomination to the Boards of Directors at any future
annual meeting should identify the candidate and furnish a written statement of
the person's qualifications to the Nominating Committee at the principal
executive offices of the Funds. Nominations should be received by the date set
forth under "Shareholder Proposals" on page 10.

Board Compensation. Each independent Director receives compensation from each
Fund of which he/she is a member of the Board of Directors. The interested
Directors are compensated by the investment manager and do not receive
compensation from the Funds. Each independent Director currently receives a
total annual retainer fee of $50,000 for serving as a Director for all 33
investment companies within Delaware Investments, plus $3,145 for each set of
Board meetings attended (six regular meetings, two of which are two day
meetings). Effective January 1, 2001 the annual retainer fee for each
Independent Director will increase to $55,000. Walter P. Babich is the current
Coordinating Director for the Funds and receives an additional retainer of
$8,000 from all 33 investment companies within Delaware Investments. Effective
January 1, 2001 the Coordinating Director's additional retainer will be
increased to $10,000. Members of the Audit Committee currently receive
additional annual compensation of $5,000 from all of the investment companies
within Delaware Investments in the aggregate, plus $1,000 for each meeting in
excess of five in any calendar year. The chairperson of the Audit Committee
receives an annual retainer of $8,000, plus $1,000 for each meeting in excess of
five in any calendar year. Independent Directors who are members of the
Nominating Committee receive $1,000 for each committee meeting. In addition, the
chairperson of the Nominating Committee receives an annual retainer of $500.

Under the terms of each Fund's retirement plan for Directors, each independent
Director who, at the time of his or her retirement from the Board of Directors,
has attained the age of 70 and has served on the Board of Directors for at least
five continuous years, is entitled to receive payments from the investment
companies within Delaware Investments for a period of time equal to the lesser
of the number of years that the person served as a Director or the remainder of
the person's life. The annual amount of such payments will be equal to the
amount of the annual retainer that is paid to Directors of the investment
companies at the time of the person's retirement. If an eligible Director of
each investment company within the Delaware Investments family had retired as of
August 31, 2001, he or she would have been entitled to annual payments in the
amount of $50,000. The following table identifies the amount each Director
received from each Fund during its last fiscal year and from the investment
companies within Delaware Investments as a whole during the twelve months ended
August 31, 2001.

Charles E. David K. Walter P. John H. John A. Anthony D. Ann R. Thomas F. Janet L.
Fund Name Haldeman, Jr. Downes Babich Durham(1) Fry(2) Knerr Leven Madison Yeomans
--------- ------------- ------ ------ --------- ------ ----- ----- ------- -------

Delaware Group
Dividend and
Income Fund, Inc. None None $ 1,395 $ 1,343 $ 0 $ 1,405 $ 1,329 $ 1,265 $ 1,252

Delaware Group
Global Dividend
and Income
Fund, Inc. None None $ 1,068 $ 1,088 $ 0 $ 1,118 $ 1,035 $ 979 $ 997

Voyageur Arizona
Municipal Income
Fund, Inc. None None $ 950 $ 893 $ 240 $ 1,010 $ 925 $ 918 $ 903

Voyageur Colorado
Insured Municipal
Income Fund, Inc. None None $ 1,065 $ 977 $ 272 $ 1,107 $ 1,025 $ 1,014 $ 989

Voyageur Florida
Insured Municipal
Income Fund None None $ 917 $ 870 $ 232 $ 983 $ 897 $ 891 $ 878

Voyageur Minnesota
Municipal Income
Fund, Inc. None None $ 922 $ 873 $ 233 $ 987 $ 901 $ 895 $ 882

Voyageur Minnesota
Municipal Income
Fund II, Inc. None None $ 1,208 $ 1,079 $ 307 $ 1,226 $ 1,149 $ 1,133 $ 1,096

Voyageur Minnesota
Municipal Income
Fund III, Inc. None None $ 869 $ 834 $ 218 $ 942 $ 855 $ 851 $ 842

Total Compensation
From All Investment
Companies in Delaware
Investments for the
12 Months Ended
August 31, 2001 None None $93,156 $78,156 $41,794 $81,988 $83,156 $80,156 $76,677

(1) Prior to May 1, 2000, Mr. Durham was not a member of the Board of Directors
of any Voyageur Fund.

(2) Mr. Fry was appointed to the Board of Directors on January 1, 2001.

Officers. Each Board of Directors and the senior management of the Funds appoint
officers each year, and from time to time as necessary. The following
individuals are executive officers of one or more of the Funds: Charles E.
Haldeman, Jr., David K. Downes, William E. Dodge, Jude T. Driscoll, Richard J.
Flannery, Richelle S. Maestro and Michael P. Bishof. Exhibit E includes
biographical information and the past business experience of such officers,
except for Mr. Haldeman and Mr. Downes, whose information is set forth above
along with the other Directors. The Exhibit also identifies which officers are
also officers of Delaware Management Company ("DMC"), the investment manager of
each Fund, or Delaware International Advisers Ltd. ("DIAL"), the sub-adviser to
Delaware Group Global Dividend and Income Fund, Inc. The above officers of the
Funds own shares of common stock and/or options to purchase shares of common
stock of Lincoln National Corporation ("LNC"), the ultimate parent of DMC and
DIAL. They are considered to be "interested persons" of the Funds under the 1940
Act.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16 of the
Securities Exchange Act of 1934, as amended, requires that Forms 3, 4, and 5 be
filed with the SEC, the relevant securities exchange and the relevant Fund, by
or on behalf of certain persons, including directors, certain officers, and
certain affiliated persons of the investment manager or sub-adviser. The Funds
believe that these requirements were met, except that management failed to
timely file Form 3s on behalf of Peter Anderson, Damon Andres, Nancy Crouse and
Jude T. Driscoll and one Form 4 on behalf of Elizabeth Howell relating to one
transaction.

Management's Ownership of the Funds. As of July 31, 2001, the Directors and
executive officers as a group owned, in the aggregate, less than 1% of each
Fund's outstanding shares.

Required Vote. Provided that a quorum is present at the Meeting, either in
person or by proxy, the following votes are required to elect each Fund's Board
of Directors. The holders of the preferred shares of the six Voyageur Funds have
the exclusive right to vote to elect Mr. Madison and Ms. Yeomans to the Board of
Directors of those Funds.

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PROPOSAL 1
Election of Directors
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Haldeman, Downes, Babich, Durham,
FUND Fry, Knerr, and Leven Madison and Yeomans
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Delaware Group Dividend
and Income Fund, Inc.; Delaware Plurality of votes cast.
Group Global Dividend and
Income Fund, Inc.
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Voyageur Florida Insured Plurality of votes cast of common Plurality of votes cast of
Municipal Income Fund and preferred shares. preferred shares.
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Voyageur Funds (other than Affirmative vote of the greater of: Affirmative vote of the greater of:
Voyageur Florida Insured (1) a majority of common and (1) a majority of preferred shares
Municipal Income Fund) preferred shares present in person present in person or by proxy and
or by proxy and entitled to vote at entitled to vote at the Meeting; or
the Meeting; or (2) a majority of (2) a majority of the minimum
the minimum number of common number of preferred shares entitled
and preferred shares entitled to to vote at the Meeting that would
vote at the Meeting that would constitute a quorum.
constitute a quorum.
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The Board of Directors of each Fund recommends you vote "FOR" the election of
each of the nominees.

AUDIT COMMITTEE REPORT

As required by its charter, each Fund's Audit Committee has reviewed and
discussed with Fund management and representatives from Ernst & Young LLP, the
Funds' independent auditors, the audited financial statements for the Fund's
last fiscal year. The Audit Committee has discussed with the independent
auditors the matters required to be discussed by Statement of Auditing Standards
61. The Audit Committee also received the written disclosures and the letter
from its independent auditors required by Independence Standards Board No. 1,
and discussed with a representative of Ernst & Young LLP the independent
auditor's independence. Each Fund's Board of Directors considered the fees
received by Ernst & Young LLP from DMC and its affiliates during the last fiscal
year in connection with its consideration of the auditors' independence. Based
on the foregoing discussions with management and the independent auditors, each
Fund's Audit Committee unanimously recommended to the Fund's Board of Directors
that the aforementioned audited financial statements be included in the Fund's
annual report to shareholders for the last fiscal year.

As noted above, the members of each Fund's Audit Committee are: Ann R. Leven,
Thomas F. Madison and Janet L. Yeomans. All members of each Fund's Audit
Committee meet the standard of independence set forth in the listing standards
of the New York and American Stock Exchanges, as applicable, and are not
considered to be "interested persons" under the 1940 Act. The Fund's Board of
Directors has adopted a formal charter for the Audit Committee setting forth its
responsibilities. As noted above, a copy of the Audit Committee's charter is
included in Attachment D to this proxy statement.

Audit Fees. The aggregate fees paid to Ernst & Young LLP in connection with the
annual audit of each Fund's financial statements for its last fiscal year are
set forth below:

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Fund Audit Fees
-----------------------------------------------------------------
Delaware Group Dividend and Income Fund, Inc. $30,100
Delaware Group Global Dividend and Income Fund, Inc. $30,100
Voyageur Arizona Municipal Income Fund, Inc. $15,850
Voyageur Colorado Insured Municipal Income Fund, Inc. $23,500
Voyageur Florida Insured Municipal Income Fund $13,300
Voyageur Minnesota Municipal Income Fund, Inc. $14,300
Voyageur Minnesota Municipal Income Fund II, Inc. $25,500
Voyageur Minnesota Municipal Income Fund III, Inc. $12,350
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Financial information systems design and implementation fees. There were no
financial information systems design and implementation services rendered by
Ernst & Young LLP to the Funds, DMC, DIAL and Delaware Service Company, Inc.
("DSC") for the period from December 1, 1999 through March 31, 2001.

All Other Fees. The aggregate fees billed for other services rendered by Ernst &
Young LLP to each Fund during its last fiscal year are set forth below:
-----------------------------------------------------------------
Fund Other Fees
-----------------------------------------------------------------
Delaware Group Dividend and Income Fund, Inc. $15,100
Delaware Group Global Dividend and Income Fund, Inc. $ 1,500
Voyageur Arizona Municipal Income Fund, Inc. $ 9,733
Voyageur Colorado Insured Municipal Income Fund, Inc. $ 9,733
Voyageur Florida Insured Municipal Income Fund $ 9,733
Voyageur Minnesota Municipal Income Fund, Inc. $ 9,733
Voyageur Minnesota Municipal Income Fund II, Inc. $ 9,733
Voyageur Minnesota Municipal Income Fund III, Inc. $ 9,733
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In addition, the aggregate fees billed for other non-audit services rendered to
DMC, DIAL and DSC for the period from May 1, 1999 through April 30, 2000 and for
the period from May 1, 2000 through April 30, 2001 were $164,743 and $169,650,
respectively.

PROPOSAL TWO: TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE FUND (All Funds except Delaware Group Dividend and Income
Fund, Inc., Delaware Group Global Dividend and Income Fund,
Inc. and Voyageur Florida Insured Municipal Income Fund)

Fund management has recently implemented a significant initiative to raise
Delaware Investments' name recognition, and to bring identification to the
retail industry as to the firm's focus on fundamental research as the backbone
of its investment process. The initiative to raise name recognition for Delaware
Investments in the retail market is comprised of many components, one of which
is the adoption of "Delaware Investments" as a common marketing name for the
firm's products and services.

In connection with this initiative, management proposes the amendment of the
Funds' respective Articles of Incorporation in order to change the Funds' names
as set forth below:

------------------------------------------------------------------------------------------------
Current Name Proposed New Name
------------------------------------------------------------------------------------------------

Voyageur Arizona Municipal Income To Delaware Investments Arizona Municipal Income
Fund, Inc. Fund, Inc.
Voyageur Colorado Insured Municipal To Delaware Investments Colorado Insured Municipal
Income Fund, Inc. Income Fund, Inc.
Voyageur Minnesota Municipal Income To Delaware Investments Minnesota Municipal
Fund, Inc. Income Fund, Inc.
Voyageur Minnesota Municipal Income To Delaware Investments Minnesota Municipal Income
Fund II, Inc. Fund II, Inc.
Voyageur Minnesota Municipal Income To Delaware Investments Minnesota Municipal Income
Fund III, Inc. Fund III, Inc.
------------------------------------------------------------------------------------------------

Management believes that by linking the Funds more closely with the adviser and
the Delaware Investments family of funds, the proposed new names will increase
the Funds' following in the marketplace which, in turn, may provide support for
each Fund's secondary market share price and enhance shareholder value.

If approved by a Fund's shareholders, management intends to file an amendment to
the Fund's Articles of Incorporation and to take all other action necessary to
change the name of the Fund as soon as practicable following the Meeting. If the
shareholders of any Fund do not approve this proposal, the Fund will continue
its operations under its current name.

Required Vote. Provided that a quorum is present at the Meeting, either in
person or by proxy, the amendment of each Fund's Articles of Incorporation to
change its corporate name requires an affirmative vote of the greater of: (1) a
majority of common and preferred shares present in person or by proxy and
entitled to vote at the Meeting; or (2) a majority of the minimum number of
common and preferred shares entitled to vote at the Meeting that would
constitute a quorum.

The Board of Directors of each Fund recommends that you vote "FOR" the proposal
to amend the Articles of Incorporation to change the name of the Fund.

OTHER INFORMATION

Investment Manager. Delaware Management Company (a series of Delaware Management
Business Trust), One Commerce Square, Philadelphia, PA 19103, serves as
investment manager to each Fund. Delaware International Advisers Ltd. ("DIAL"),
Third Floor, 80 Cheapside, London, England EC2V 6EE, serves as sub-adviser to
Delaware Group Global Dividend and Income Fund, Inc. DIAL is a United Kingdom
affiliate of DMC, is an investment adviser registered in the United States under
the Investment Advisers Act of 1940, as amended, and is a member of the
Investment Management Regulatory Organization (IMRO) in the United Kingdom.

Administrator. Delaware Service Company, Inc., 1818 Market St., Philadelphia, PA
19103, an affiliate of DMC and DIAL, performs administrative and accounting
services for the Funds.

Independent Auditors. Ernst & Young LLP serves as the Funds' independent
auditors. Ernst & Young LLP's principal address is Two Commerce Square,
Philadelphia, PA 19103. A representative of Ernst & Young LLP is expected to be
present at the Meeting. The representative of Ernst & Young LLP will have an
opportunity to make a statement if he or she desires to do so and will be
available to respond to appropriate questions.

Shareholder Proposals. If a Fund holds an annual meeting of shareholders in
2002, shareholder proposals to be included in the Funds' Proxy Statement for
that meeting must be received no later than June 4, 2002. Such proposals should
be sent to the Fund, directed to the attention of its Secretary, at the address
of its principal executive office printed on the first page of this Proxy
Statement. The persons designated as proxies will vote in their discretion on
any matter if the Funds do not receive notice of such matter prior to August 18,
2002.

Fund Reports. Each Fund's most recent Annual Report and Semi-Annual Report were
previously mailed to shareholders. Copies of these reports are available upon
request, without charge, by writing or calling the Funds at the address and
telephone number shown at the beginning of this Proxy Statement.

EXHIBIT A
OUTSTANDING SHARES AS OF RECORD DATE (SEPTEMBER 13, 2001)

Delaware Group Dividend and Income Fund, Inc. 12,876,300
Delaware Group Global Dividend and Income Fund, Inc. 5,985,582
Voyageur Arizona Municipal Income Fund, Inc. 2,982,700
Common Stock 2,982,200
Preferred Stock 500
Voyageur Colorado Insured Municipal Income Fund, Inc. 4,837,900
Common Stock 4,837,100
Preferred Stock 800
Voyageur Florida Insured Municipal Income Fund 2,422,600
Common Shares 2,422,200
Preferred Shares 400
Voyageur Minnesota Municipal Income Fund, Inc. 2,595,100
Common Stock 2,594,700
Preferred Stock 400
Voyageur Minnesota Municipal Income Fund II, Inc. 7,253,400
Common Stock 7,252,200
Preferred Stock 1,200
Voyageur Minnesota Municipal Income Fund III, Inc. 1,837,500
Common Stock 1,837,200
Preferred Stock 300

EXHIBIT B
SHAREHOLDERS OWNING 5% OR MORE OF A FUND

The following accounts held of record 5% or more of the outstanding shares of
the Funds listed below as of September 13, 2001. Management does not have
knowledge of beneficial owners.

Percent of
Fund Name and Address Number of Shares Outstanding Shares
---- ---------------- ---------------- ------------------

Delaware Group Dividend Cede & Co.
and Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004 12,655,995 98.29% of Fund

Delaware Group Global Cede & Co.
Dividend and Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004 5,812,638 97.11% of Fund

Voyageur Arizona Cede & Co.
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 2,864,101 96.02% of Fund

Voyageur Arizona Salomon Smith Barney, Inc.
Municipal Income Fund, Inc. 333 West 34th Street 200 40.00% of Preferred Stock
Preferred Stock New York, NY 10001 .007% of Fund
Series A
HSBC Bank USA - Buffalo
One HSBC Center
17th Floor 44 8.80% of Preferred Stock
Buffalo, NY 14203 .001% of Fund

Voyageur Arizona Salomon Smith Barney, Inc.
Municipal Income Fund, Inc. Attn: Pat Haller
Preferred Stock 333 West 34th Street 250 50.00% of Preferred Stock
Series B New York, NY 10001 .008% of Fund

Voyageur Colorado Insured Cede & Co.
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 4,475,966 92.52% of Fund

Voyageur Colorado Insured Merrill Lynch, Pierce, Fenner
Municipal Income Fund, Inc. & Smith Safekeeping
Preferred Stock 4 Corporate Place
Series A Corporate Park 287 240 30% of Preferred Stock
Piscataway, NJ 08855 .005% of Fund

Salomon Smith Barney, Inc.
333 West 34th Street 155 19.37% of Preferred Stock
New York, NY 10001 .003% of Fund

Voyageur Colorado Insured Merrill Lynch, Pierce, Fenner
Municipal Income Fund, Inc. & Smith Safekeeping
Preferred Stock 4 Corporate Place
Series B Corporate Park 287 189 23.62% of Preferred Stock
Piscataway, NJ 08855 .004 of Fund

Salomon Smith Barney, Inc.
333 West 34th Street 188 23.50% of Preferred Stock
New York, NY 10001 .004% of Fund

Voyageur Florida Insured Cede & Co.
Municipal Income Fund P.O. Box 20
Common Shares Bowling Green Station
New York, NY 10004 2,211,289 91.28% of Fund

Percent of
Fund Name and Address Number of Shares Outstanding Shares
---- ---------------- ---------------- ------------------

Voyageur Florida Insured Salomon Smith Barney, Inc.
Municipal Income Fund 333 West 34th Street 148 37.00% of Preferred Stock
Preferred Shares New York, NY 10001 .006% of Fund
Series A

UBS Paine Webber Inc.
1000 Harbor Boulevard 52 13.00% of Preferred Stock
Weehawken, NJ 07087 .002% of Fund

Voyageur Florida Insured Salomon Smith Barney, Inc.
Municipal Income Fund 333 West 34th Street 157 39.25% of Preferred Stock
Preferred Shares New York, NY 10001 .006% of Fund
Series B

UBS Paine Webber Inc.
1000 Harbor Boulevard 43 10.75% of Preferred Stock
Weehawken, NJ 07087 .002% of Fund

Voyageur Minnesota Cede & Co.
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 2,248,201 86.63% of Fund

Voyageur Minnesota Salomon Smith Barney, Inc.
Municipal Income Fund, Inc. 333 West 34th Street 399 99.75% of Preferred Stock
Preferred Stock New York, NY 10001 .015% of Fund

Voyageur Minnesota Cede & Co.
Municipal Income Fund II, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 6,515,517 89.83% of Fund

Voyageur Minnesota UBS Paine Webber Inc.
Municipal Income Fund II, Inc. 1000 Harbor Blvd. 330 27.50% of Preferred Stock
Preferred Stock Weehawken, NJ 07087 .004% of Fund
Series A

Salomon Smith Barney, Inc.
333 West 34th Street 256 21.33% of Preferred Stock
New York, NY 10001 .003% of Fund

Voyageur Minnesota Salomon Smith Barney, Inc.
Municipal Income Fund II, Inc. 333 West 34th Street 483 40.25% of Preferred Stock
Preferred Stock New York, NY 10001 .007% of Fund
Series B

Boston Safe Deposit and
Trust Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center 100 8.33% of Preferred Stock
Pittsburgh, PA 15259 .001% of Fund

Voyageur Minnesota Cede & Co.
Municipal Income Fund III, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 1,660,786 90.38% of Fund

Voyageur Minnesota Municipal Salomon Smith Barney, Inc.
Income Fund III, Inc. 333 West 34th Street 300 100% of Preferred Stock
Preferred Stock New York, NY 10001 .016% of Fund

EXHIBIT C

YEARS THAT DIRECTORS OR TRUSTEES FIRST TOOK OFFICE

Charles E. David K. Walter P. John H. John A. Anthony D. Ann R. Thomas F. Janet L.
Fund Name Haldeman, Jr.(1) Downes Babich Durham(2) Fry(3) Knerr Leven Madison Yeomans
--------- ---------------- ------ ------ --------- ------ ----- ----- ------- -------

Delaware Group
Dividend and
Income Fund, Inc. 2001 1999 1993 1993 2001 1993 1993 1997 1999

Delaware Group
Global Dividend
and Income
Fund, Inc. 2001 1999 1993 1993 2001 1993 1993 1997 1999

Voyageur Arizona
Municipal Income
Fund, Inc. 2001 1999 1997 2000 2001 1997 1997 1994 1999

Voyageur Colorado
Insured Municipal
Income Fund, Inc. 2001 1999 1997 2000 2001 1997 1997 1994 1999

Voyageur Florida
Insured Municipal
Income Fund 2001 1999 1997 2000 2001 1997 1997 1994 1999

Voyageur Minnesota
Municipal Income
Fund, Inc. 2001 1999 1997 2000 2001 1997 1997 1994 1999

Voyageur Minnesota
Municipal Income
Fund II, Inc. 2001 1999 1997 2000 2001 1997 1997 1994 1999

Voyageur Minnesota
Municipal Income
Fund III, Inc. 2001 1999 1997 2000 2001 1997 1997 1994 1999

(1) Mr. Haldeman was appointed to the Boards of Trustees/Directors of most of
the investment companies within Delaware Investments on January 9, 2001.

(2) Mr. Durham was reappointed to the Boards of Directors of 19 of the
investment companies within Delaware Investments on April 16, 1998. He was
appointed to the Boards of Directors of the Voyageur Funds as of May 1,
2000.

(3) Mr. Fry was appointed to the Boards of Trustees/Directors of most of the
investment companies within Delaware Investments on January 1, 2001.

EXHIBIT D

DELAWARE INVESTMENTS FAMILY OF FUNDS

AUDIT COMMITTEE CHARTER

1. Committee Composition. The Audit Committee shall be composed of not less than
three qualified and Independent (as defined and described in Attachment A
hereto) Directors/Trustees selected by the Board, one of whom shall be
designated as Chairperson. Each member of the Committee shall serve for three
years or until his or her successor has been appointed and qualified. The
Chairperson and members of the Committee shall receive such compensation for
their service on the Committee as the Board may determine from time to time.

2. Purposes. The purposes of the Audit Committee are:

(a) to monitor the Fund's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal controls
of certain service providers;

(b) to monitor the quality and objectivity of the Fund's financial statements
and the independent audit thereof; and

(d) to monitor the Fund's safeguards with respect to both inflow and outflow of
funds, Y2K compliance and the integrity of computer systems.

The outside auditor for the Fund is ultimately accountable to the Board of
Directors/Trustees and Audit Committee of the Fund. The Audit Committee and
Board of Directors/Trustees have the ultimate authority and responsibility to
select, evaluate and, where appropriate, replace the outside auditor (or to
nominate the outside auditor to be proposed for shareholder approval in any
proxy statement).

The function of the Audit Committee is oversight in the sense that it is to
watch closely, to maintain surveillance, carefully review relevant matters and
make appropriate suggestions; it is management's responsibility to direct,
manage and maintain appropriate systems for accounting and internal control, and
the auditor's responsibility to plan and carry out a proper audit.

3. Duties and Powers. To carry out its purposes, the Audit Committee shall have
the following duties and powers:

(a) to recommend the selection, retention or termination of external auditors
and, in connection therewith, annually to receive, evaluate and discuss
with the external auditors a formal written report from them setting forth
all consulting or other relationships with the Fund, the Investment Manager
or their affiliates, which shall include specific representations as to
their objectivity and independence;

(b) to meet with the Fund's external auditors, including private meetings as
necessary (i) to review the arrangements for and scope of the annual audit
and any special audits; (ii) to discuss any matters of concern relating to
the Fund's financial statements, including any adjustments to such
statements recommended by the auditors, or other results of said audit(s);
(iii) to consider the auditors' comments with respect to the Fund's
financial policies, procedures and internal accounting controls and
management's responses thereto;

and (iv) to review the form of opinion the auditors propose to render to
the Board and shareholders;

(c) to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors;

(d) to review the fees charged by the auditors for audit and non-audit
services; and

(e) to report its activities to the full Board on a regular basis and to make
such recommendations with respect to the above and other matters as the
Committee may deem necessary or appropriate.

4. Meetings. The Committee shall meet on a regular basis and is empowered to
hold special meetings as circumstances require. The Committee shall regularly
meet with the Chief Financial Officer and Treasurer of the Fund and with
internal auditors for the Investment Manager.

5. Resources. The Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the appropriate
Fund(s).

6. Annual Charter Review. The Committee shall review this Charter at least
annually and recommend any changes to the full Board of Directors/Trustees.

ATTACHMENT A
to
AUDIT COMMITTEE CHARTER
of
DELAWARE INVESTMENTS
FAMILY OF FUNDS

1. Independent Defined. To qualify as "Independent" for these purposes,
Directors/Trustees may have no relationship to the Fund, the Investment Manager
or their affiliates that may interfere with the exercise of their independence
from management and the Funds, must be "Independent Directors" within the
meaning of Section 121A of the listing standards of the American Stock Exchange
and may not be "interested persons" as defined in the Investment Company Act of
1940.

2. Membership Qualifications. In addition to the definition of Independent
provided in paragraph 1 above, the following restrictions shall apply to every
Audit Committee member:

(a) Financial Literacy. Each member of the Audit Committee shall be financially
literate, as such qualification is interpreted by the Fund's Board in its
business judgment, or must become financially literate within a reasonable
period of time after his or her appointment to the Audit Committee. At
least one member of the Audit Committee must have accounting or related
financial management expertise, as the Board interprets such qualification
in its business judgment.

(b) Employees. A Director/Trustee who is an employee (including non-employee
executive officers) of the Fund, the Investment Manager or any of their
affiliates may not serve on the Audit Committee until three years following
termination of his or her employment. In the event the employment
relationship is with a former parent or predecessor of the Fund, the
Investment Manager or their affiliates, the Director/Trustee could serve on
the Audit Committee after three years following the termination of the
relationship between the Fund and the former parent or predecessor of the
Fund, the Investment Manager or their affiliates.

(c) Business Relationship. A Director/Trustee (i) who is a partner, controlling
shareholder, or executive officer of an organization that has a business
relationship with the Fund or (ii) who has a direct business relationship
with the Fund (e.g., a consultant) may serve on the Audit Committee only if
the Fund's Board of Directors/Trustees determines in its business judgment
that the relationship does not interfere with the Director/Trustee's
exercise of independent judgment. In making a determination regarding the
independence of a Director/Trustee pursuant to this paragraph, the Board of
Directors/Trustees should consider, among other things, the materiality of
the relationship to the Fund, the Investment Manager or their affiliates,
to the director and, if applicable, to the organization with which the
Director/Trustee is affiliated.

"Business relationships" can include commercial, industrial, banking,
consulting, legal, accounting and other relationships. A Director/Trustee
can have this relationship directly with the Fund, or the Director/Trustee
can be a partner, officer or employee of an organization that has such a
relationship. The Director/Trustee may serve on the Audit Committee without
the above-referenced Board of Directors'/Trustees' determination after
three years following the termination of, as applicable, either (1) the
relationship between the organization with

which the Director/Trustee is affiliated and the Fund, (2) the relationship
between the Director/Trustee and his or her partnership status, shareholder
interest or executive officer position, or (3) the direct business
relationship between the Director/Trustee and the Fund.

(d) Cross Compensation Committee Link. A Director/Trustee who is employed as an
executive of a corporation where any of the Fund's executives serves on
that corporation's compensation committee may not serve on the Audit
Committee.

(e) Immediate Family. A Director/Trustee who is an Immediate Family member of
an individual who is an executive officer of the Fund, the Investment
Manager or any of their affiliates cannot serve on the Audit Committee
until three years following the termination of such employment
relationship.

(f) Independence Requirement of Audit Committee Members. Notwithstanding the
requirements of subparagraphs 2(b) and 2(e) hereof, one Director/Trustee
who is no longer an employee or who is an Immediate Family member of a
former executive officer of the Fund, the Investment Manager or their
affiliates, but is not considered independent pursuant to these provisions
due to the three-year restriction period, may be appointed, under
exceptional and limited circumstances, to the Audit Committee if the Fund's
Board of Directors/Trustees determines in its business judgment that
membership on the Committee by the individual is required by the best
interests of the Fund and its shareholders, and the Fund discloses, in the
next annual proxy statement subsequent to such determination, the nature of
the relationship and the reasons for that determination.

3. Definitions.

"Immediate Family" includes a person's spouse, parents, children, siblings,
mothers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and
anyone (other than employees) who shares such person's home.

"Affiliate" includes a subsidiary, sibling company, predecessor, parent
company, or former parent company.

"Officer" shall have the meaning specified in Rule 16a-1(f) under the
Securities Exchange Act of 1934, or any successor rule.

4. Written Affirmation. With respect to any subsequent changes to the
composition of the Audit Committee, and otherwise approximately once each year,
the Fund should provide the New York Stock Exchange Written Affirmation in the
form attached hereto regarding:

(a) Any determination that the Company's Board of Directors/Trustees has made
regarding the independence of Director/Trustees pursuant to any of the
subparagraphs above;

(b) The financial literacy of the Audit Committee members;

(c) The determination that at least one of the Audit Committee members has
accounting or related financial expertise; and

(d) The annual review and reassessment of the adequacy of the Audit Committee
Charter.

EXHIBIT E

EXECUTIVE OFFICERS OF THE FUNDS

William E. Dodge (age 51) Executive Vice President/Chief Investment Officer,
Equity of the Funds and of the other 25 investment companies within Delaware
Investments, and of Delaware Management Company (a series of Delaware Management
Business Trust); Executive Vice President of Delaware Management Business Trust
and Delaware Capital Management, Inc.; President/Chief Investment Officer,
Equity of Delaware Investment Advisers (a series of Delaware Management Business
Trust); and Director/Executive Vice President, Equity of Vantage Global
Advisors, Inc. Prior to joining Delaware Investments in 1999, Mr. Dodge was
President, Director of Marketing, and Senior Portfolio Manager for Marvin &
Palmer Associates.

Jude T. Driscoll (age 37) Executive Vice President/Head of Fixed-Income of the
Funds and of the other 25 investment companies within Delaware Investments, and
of Delaware Management Company (a series of Delaware Management Business Trust)
and Delaware Investment Advisers (a series of Delaware Management Business
Trust). Prior to joining Delaware Investments in 2000, Mr. Driscoll was Senior
Vice President, Director of Fixed-Income Process at Conseco Capital Management
from June, 1998 to August, 2000. Prior to that, he was Managing Director for
NationsBanc Capital Markets, 1996-1998; Vice President of Goldman Sachs,
1991-1995; and Assistant Vice President of Conseco Capital Management,
1989-1990.

Richard J. Flannery (age 43) Executive Vice President/General Counsel/Chief
Administrative Officer of the Funds and of the other 25 investment companies
within Delaware Investments, and of Delaware Management Holdings, Inc., Delaware
Management Company, Delaware Investment Advisers, Delaware Lincoln Cash
Management, Delaware Lincoln Investment Advisers and Vantage Investment Advisers
(each a series of Delaware Management Business Trust) and Founders CBO
Corporation; Executive Vice President/General Counsel/Chief Administrative
Officer/Director of DMH Corp. Delaware Investments U.S., Inc., DIAL Holding
Company, Inc., Delaware Management Company, Inc., Delaware Service Company,
Inc., Delaware Capital Management, Inc., Retirement Financial Services, Inc.,
Delaware Management Trust Company, Delaware Distributors, Inc., Delaware
International Holdings Ltd., Founders Holdings, Inc. and Delaware General
Management, Inc.; President/Chief Executive Officer/Director of Delaware
Distributors, Inc.; President/Chief Executive Officer of Delaware Distributors,
L.P.; Executive Vice President/General Counsel/Chief Administrative
Officer/Trustee of Delaware Management Business Trust; Director of Delaware
International Advisers Ltd.; and Director of HYPPCO Finance Company Ltd. During
the past five years, Mr. Flannery has served in various executive capacities at
different times within Delaware Investments.

Richelle S. Maestro (age 42) Senior Vice President/Deputy General
Counsel/Secretary of the Funds and of the other 25 investment companies within
Delaware Investments, and of Delaware Management Holdings, Inc., DMH Corp.,
Delaware Investments U.S., Inc. DIAL Holding Company, Inc., Delaware Management
Company, Inc., Delaware Management Business Trust, Delaware Management Company,
Delaware Investment Advisers, Delaware Lincoln Cash Management, Delaware Lincoln
Investment Advisers and Vantage Investment Advisers (each a series of Delaware
Management Business Trust), Delaware Service Company, Inc., Delaware Capital
Management, Inc., Retirement Financial Services, Inc., Delaware Management Trust
Company, Delaware International Holdings, Ltd., Founders Holdings, Inc., and
Delaware General Management, Inc.; Senior Vice President/General
Counsel/Secretary of Delaware Distributors,

L.P., and Delaware Distributors, Inc.; Secretary of Founders CBO Corporation and
Lincoln National Investments Companies, Inc. During the past five years, Ms.
Maestro has served in various executive capacities at different times within
Delaware Investments.

Michael P. Bishof (age 38) Senior Vice President/Treasurer of the Funds and of
the other 25 investment companies within Delaware Investments; Senior Vice
President/Investment Accounting of Delaware Management Company, Delaware Lincoln
Investment Advisers and Vantage Investment Advisers (each a series of Delaware
Management Business Trust), Delaware Service Company, Inc., Delaware Capital
Management, Inc., Delaware Distributors, L.P., Founders Holdings, Inc.; Senior
Vice President/Treasurer/Investment Accounting of Delaware Investment Advisers
(a series of Delaware Management Business Trust); Senior Vice President/Manager
of Investment Accounting of Delaware International Holdings Ltd.; and Senior
Vice President/Assistant Treasurer of Founders CBO Corporation; Treasurer of
Lincoln National Income Fund, Inc. and Lincoln National Convertible Securities
Fund, Inc. During the past five years, Mr. Bishof has served in various
executive capacities at different times within Delaware Investments.

This page intentionally left blank

--------------------------------------------
DELAWARE GROUP DIVIDEND AND
INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND
AND INCOME FUND, INC.
VOYAGEUR ARIZONA MUNICIPAL
INCOME FUND, INC.
VOYAGEUR COLORADO INSURED
MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED
MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL
INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL
INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL
INCOME FUND III, INC.
--------------------------------------------

--------------------------------------------

PROXY STATEMENT
Notice of Joint
Annual Meeting
of Shareholders
--------------------------------------------
NOVEMBER 1, 2001

Delaware
Investments(SM)
--------------------------------------
A member of Lincoln Financial Group(R)

PX-DECE[--]BUR 10/01

DELAWARE INVESTMENTS
1818 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David K. Downes, Richard J. Flannery and
Richelle S. Maestro, or any of them, with the right of substitution, proxies of
the undersigned at the Annual Meeting of Shareholders of the fund indicated on
the reverse side of this form to be held at the Crowne Plaza Hotel, 1800 Market
Street, Philadelphia, Pennsylvania, on November 1, 2001 at 11:00 A.M., or at any
postponement or adjournments thereof, with all the powers which the undersigned
would possess if personally present, and instructs them to vote upon any matters
which may properly be acted upon at this meeting and specifically as indicated
on the reverse side of this form. Please refer to the proxy statement for a
discussion of each of these matters.

BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH PROPOSAL
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO
VOTE "FOR" EACH PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE COMPLETE AND MAIL THIS
CARD AT ONCE IN THE ENCLOSED ENVELOPE.

VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC. (Common)
Please vote by checking (Check Mark) the appropriate
boxes below.

FOR WITHHOLD FOR ALL
1. To elect the following nominees as Directors of the Fund ALL ALL EXCEPT
[ ] [ ] [ ]
01) CHARLES E. HALDEMAN, JR. 04) JOHN H. DURHAM 07) ANN R. LEVEN
02) DAVID K. DOWNES 05) JOHN A. FRY 08) THOMAS F. MADISON*
03) WALTER P. BABICH 06) ANTHONY D. KNERR 09) JANET L. YEOMANS*

-------------------------------------------------------------------------------

* The holders of common shares may not vote for these nominees.

If you checked "For All Except," write the withheld nominee's number on the line above.

FOR AGAINST ABSTAIN
2. To amend the Articles of Incorporation to change the name of the Fund [ ] [ ] [ ]

THIS PROXY CARD IS ONLY VALID WHEN SIGNED AND DATED.
PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED
AT LEFT TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH
JOINT OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS
SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.

DATE , 2001
----------------------------------------

----------------------------------------------------

----------------------------------------------------
Signature(s) (Joint Owners) (PLEASE SIGN WITHIN BOX)