Edgar Filing: DELAWARE INVESTMENTS DIVIDEND & INCOME FUND INC

SCHEDULE 14A INFORMATION

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

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[X] Preliminary Proxy Statement
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12

Delaware Investments Arizona Municipal
Income Fund, 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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SCHEDULE 14A INFORMATION

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

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Delaware Investments Colorado Insured
Municipal Income Fund, 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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SCHEDULE 14A INFORMATION

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

[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant

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Delaware Investments Dividend and Income Fund, 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)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary proxy materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
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SCHEDULE 14A INFORMATION

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

[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant

Check the appropriate box:

Delaware Investments Global Dividend and Income Fund, 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)

Payment of Filing Fee (Check the appropriate box):

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SCHEDULE 14A INFORMATION

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

[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant

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Delaware Investments Florida Insured
Municipal Income Fund
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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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SCHEDULE 14A INFORMATION

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

[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant

Check the appropriate box:

Delaware Investments Minnesota Municipal
Income Fund, 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)

Payment of Filing Fee (Check the appropriate box):

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SCHEDULE 14A INFORMATION

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

[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant

Check the appropriate box:

Delaware Investments Minnesota Municipal
Income Fund II, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary proxy materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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SCHEDULE 14A INFORMATION

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

[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant

Check the appropriate box:

Delaware Investments Minnesota Municipal Income Fund III, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary proxy materials.

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

COMBINED PROXY STATEMENT AND
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, AUGUST 19, 2004

TO THE SHAREHOLDERS OF:

DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
DELAWARE INVESTMENTS GLOBAL DIVIDEND AND INCOME FUND, INC.
DELAWARE INVESTMENTS ARIZONA MUNICIPAL INCOME FUND, INC.
DELAWARE INVESTMENTS COLORADO INSURED MUNICIPAL INCOME FUND, INC.
DELAWARE INVESTMENTS FLORIDA INSURED MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND, INC.
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
DELAWARE INVESTMENTS 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 Two Commerce Square, 2001 Market Street, 2nd Floor, Philadelphia,
Pennsylvania on Thursday, August 19, 2004 at 1:30 p.m. The purpose of the
meeting is:

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

2. To reduce the number of accountant's certificates a Fund must provide
in connection with its preferred shares, which shall include an
amendment to the Articles of Incorporation (or Declaration of Trust)
for each of the Funds (except for Delaware Investments Dividend and
Income Fund and Delaware Investments Global Dividend and Income Fund);
and

3. To transact any other business that properly comes before the Meeting
and any adjournments of the Meeting.

Please vote and send in your Proxy Card(s) promptly to avoid the need for
further mailings. Your vote is important.

/s/ Jude T. Driscoll

Jude T. Driscoll
Chairman

July 7, 2004

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Delaware 2005 Market Street
Investments(SM) Philadelphia, PA 19103
-------------------------------------- 1-800-523-1918
A member of Lincoln Financial Group(R)

COMBINED PROXY STATEMENT

JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, AUGUST 19, 2004

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, August 19, 2004 at 1:30 p.m. at Two Commerce Square, 2001 Market
Street, 2nd Floor, Philadelphia, Pennsylvania and/or at any adjournments of the
meeting (hereafter, the "Meeting").

PURPOSE OF 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
COMBINED 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 Proposals listed on the Notice in
accordance with the recommendation of the Board of Directors. 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 2005 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 they owned of record on June 22, 2004.
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 Combined Proxy Statement and the
accompanying Proxy Card(s) will be mailed to shareholders of record on or about
July 7, 2004.

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 to elect
Directors, regardless of whether the Fund has both common and preferred
shareholders, with one exception. The holders of preferred shares of each of the
Funds that have issued one or more classes of preferred shares ("Preferred Share
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. Each of the Funds except Delaware Investments Dividend and
Income Fund, Inc. ("DDF") and Delaware Investments Global Dividend and Income
Fund, Inc. ("DGF") have issued preferred shares.

The amount of votes of each Fund that are needed to approve proposals
varies. The voting requirements with respect to each Proposal are described
within Proposals One and Two. 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 a proposal which requires a
plurality of votes cast for approval, but would have the same effect as a vote
"AGAINST" a proposal requiring a majority of votes present. Because the
Proposals presented are considered to be "routine" voting items, the Funds do
not expect to recognize broker non-votes.

The presence in person or by proxy of holders of a majority of outstanding
shares shall constitute quorum for each Fund. In addition, the presence in
person or by proxy of holders of 33 1/3% of the outstanding preferred shares
shall constitute a quorum of the preferred share class of Delaware Investments
Florida Insured Municipal Income Fund. In the event that a quorum is not present
or if sufficient votes are not received consistent with the Board's
recommendation on the adoption of the Proposals, 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 on the Proxy Card(s) 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 elect each of the current members of the Board of
Directors for your Fund. The nominees are: Jude T. Driscoll, 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 Preferred Share Funds each issue shares of common stock and shares of
preferred stock. The governing documents of each Preferred Share 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 the
Preferred Share Funds are Thomas F. Madison and Janet L. Yeomans.

INFORMATION ON EACH FUND'S BOARD OF DIRECTORS

NUMBER OF
PORTFOLIOS IN
FUND
POSITION(S) PRINCIPAL COMPLEX
NAME, ADDRESS AND HELD WITH LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS
AGE FUNDS TIME SERVED PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
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INTERESTED DIRECTOR

JUDE T. DRISCOLL(1) Chairman, President 4 Years - Since August 2000, Mr. 77 None
2005 Market Street and Director Executive Driscoll has served in
Philadelphia, PA 19103-7094 Officer various executive capacities
at different times at
41 Delaware Investments(2)

1 Year - Senior Vice President,
Director Research and Trading - Conseco
Capital Management, Inc.
(June 1998 - July 2000)

Trader - Nations Bank
(February 1996 - February 1998)

INDEPENDENT DIRECTORS

WALTER P. BABICH Director 16 Years Board Chairman - Citadel 94 None
2005 Market Street Constructors, Inc. (1989 - Present)
Philadelphia, PA 19103-7094

JOHN H. DURHAM Director 25 Years(3) Private Investor 94 Trustee - Abington
2005 Market Street Memorial Hospital
Philadelphia, PA 19103-7094
President/Director -
66 22 WR Corporation

JOHN A. FRY Director 3 Years President - Franklin & Marshall 77 None
2005 Market Street College (June 2002 - Present)
Philadelphia, PA 19103-7094

44 Executive Vice President -
University of Pennsylvania
(April 1995 - June 2002)

ANTHONY D. KNERR Director 11 Years Founder/Managing Director - 94 None
2005 Market Street Anthony Knerr & Associates (1990 -
Philadelphia, PA 19103-7094 Present) (Strategic Consulting)

(1) Mr. Driscoll is considered to be an "interested Director" because he is an
executive officer of the Funds' investment adviser. Mr. Driscoll acquired
shares of common stock of Lincoln National Corporation ("LNC"), of which the
Funds' investment adviser is a wholly-owned subsidiary, in the ordinary
course of business during 2003, but those transactions involved less than 1%
of the outstanding shares of common stock of LNC.

(2) Delaware Investments is the marketing name for Delaware Management Holdings,
Inc. and its subsidiaries, including the Funds' investment adviser and its
administrator.

(3) Mr. Durham served as a Director Emeritus from 1995 through 1998.

INDEPENDENT DIRECTORS (CONTINUED)

ANN R. LEVEN Director 15 Years Treasurer/Chief Fiscal Officer - 94 Director - Systemax
2005 Market Street National Gallery of Art Inc.
Philadelphia, PA 19103-7094 (1994 - 1999)

63 Director - Andy
Warhol Foundation

THOMAS F. MADISON Director 10 Years President/Chief Executive Officer - 94 Director - Banner
Market Street MLM Partners, Inc. (January 1993 - Health
Philadelphia, PA 19103-7094 Present) (Small Business Investing
and Consulting) Director - Digital
68 River Inc.

Director - Rimage
Corporation

Director -
CenterPoint
Energy

JANET L. YEOMANS Director 5 Years Vice President/Mergers & 94 None
2005 Market Street Acquisitions -
Philadelphia, PA 19103-7094 3M Corporation
(January 2003 - Present)
56

Ms. Yeomans has held various
management positions at
3M Corporation since 1983.

The following table shows each Director's ownership of shares of the Fund
and of all other Funds in the Delaware Investments Family of Funds (the "Fund
Complex") as of May 31, 2004.

AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN
COMMON STOCK OF FUNDS ALL REGISTERED INVESTMENT COMPANIES
NAME OF DIRECTOR BENEFICIALLY OWNED OVERSEEN BY DIRECTOR IN FUND COMPLEX
--------------------------------------------------------------------------------------------------------------------

INTERESTED DIRECTOR

Jude T. Driscoll none $1 - $10,000

INDEPENDENT DIRECTORS

Walter A. Babich none Over $100,000
John H. Durham none Over $100,000
John A. Fry none Over $100,000
Anthony D. Knerr none $10,001 - $50,000
Ann R. Leven none Over $100,000
Thomas F. Madison none $10,001 - $50,000
Janet L. Yeomans none $10,001 - $50,000

BOARD, SHAREHOLDER AND COMMITTEE MEETINGS. During the last full fiscal
year, each Fund held five Board meetings, four of which were two day meetings
and a telephonic meeting. All of the Directors attended at least 75% of those
meetings. Directors are encouraged to attend each annual meeting of shareholders
either in person or by telephone, if possible. No Directors were present at the
Funds' annual meeting held on August 14, 2003.

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. Each Audit Committee member is not an "interested person" of the Funds
under the Investment Company Act of 1940, as amended (the "1940 Act"), and each
meets the standard of independence for Audit Committee members set forth in the
listing standards of the New York Stock Exchange (the "NYSE") and the American
Stock Exchange (the "AMEX"). 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 DDF and DGF for the fiscal year ended November
30, 2003 and four meetings for the Preferred Share Funds for the fiscal year
ended March 31, 2004. The Board of Directors of each Fund has adopted a written
charter for each Fund's Audit Committee, attached as Exhibit C.

Each Fund's Nominating and Corporate Governance Committee (the "Nominating
Committee") is comprised of the following three Directors appointed by the
Board: Anthony D. Knerr, Chairperson; John H. Durham; and John A. Fry, all of
whom meet the independence requirements set forth in the listing standards of
the NYSE and AMEX and are not "interested persons" under the 1940 Act. The
Nominating Committee recommends nominees for independent Directors for
consideration by the incumbent independent Directors of each Fund, and the
Nominating Committee recommends nominees for interested Directors for
consideration by the full Board of each Fund. The Nominating Committee also
periodically reviews the appropriateness of the compensation paid to the
independent Directors and recommends any changes in Director compensation to the
full Board of Directors. In addition, the Nominating Committee considers
corporate governance issues and recommends appropriate actions to the full Board
of Directors. The Nominating Committee for each Fund held one meeting during the
fiscal year ended November 30, 2003 for DDF and DGF and March 31, 2004 for the
Preferred Share Funds.

The Fund's Board of Directors has adopted a formal charter for the
Nominating Committee setting forth its responsibilities. A copy of the
Nominating Committee's charter is included as Exhibit D to this Combined Proxy
Statement. A current copy of the Nominating Committee's charter is also
available on the Fund's website at www.delawareinvestments.com.

The Nominating Committee will consider shareholder recommendations for
nominations to the Board of Directors only in the event that there is a vacancy
on the Board of Directors. Shareholders who wish to submit recommendations for
nominations to the Board to fill a vacancy must submit their recommendations in
writing to Anthony D. Knerr, Chairman of the Nominating Committee, c/o the Funds
at 2005 Market Street, Philadelphia, Pennsylvania 19103. Shareholders should
include appropriate information on the background and qualifications of any
person recommended to the Nominating Committee (e.g., a resume), as well as the
candidate's contact information and a written consent from the candidate to
serve if nominated and elected. Shareholder recommendations for nominations to
the Board will be accepted on an ongoing basis and such recommendations will be
kept on file for consideration when there is a vacancy on the Board of
Directors.

The Nominating Committee generally identifies candidates for Board
membership through personal and business contacts of Directors and shareholders
as well as Fund management. In addition, the Nominating Committee may use a
search firm to identify candidates for the Board of Directors, if deemed
necessary and appropriate to use such a firm. The Nominating Committee's process
for evaluating a candidate generally includes a review of the candidate's
background and experience, a check of the candidate's references and other due
diligence and, when appropriate, interviews with Nominating Committee members.
In evaluating a candidate, the Nominating Committee will also consider whether
the candidate, if elected, would be an independent director for purposes of the
1940 Act and the listing standards of the NYSE and AMEX.

The Nominating Committee has not established any specific minimum
requirements that candidates must meet in order to be recommended by the
Nominating Committee for nomination for election to the Board. Rather, the
Nominating Committee seeks candidates who, in its judgment, will serve the best
interests of the Funds' long-term shareholders and whose background will
complement the experience, skills and diversity of the other Directors and add
to the overall effectiveness of the Board.

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 adviser and do not receive
compensation from the Funds. Each independent Director currently receives a
total annual retainer fee of $61,000 for serving as a Director of all 32
investment companies within the Fund Complex, plus $3,145 per day for each day
the Board meets (normally four regular meetings, all of which are two day
meetings). Walter P. Babich is the current Coordinating Director for the Funds
and receives an additional annual retainer totaling $10,000 with respect to all
32 investment companies within the Fund Complex. Members of the Audit Committee
receive additional compensation of $2,000 for each Audit Committee meeting. The
chairperson of the Audit Committee receives an additional annual retainer of
$5,000. 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 $1,000.

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
Fund Complex 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 Fund Complex had retired as of May 31, 2004, he or she would have
been entitled to annual payments in the amount of $61,000. The following table
identifies the amount each Director received from each Fund during its last
fiscal year and from the Fund Complex as a whole during the twelve months ended
May 31, 2004.

JUDE T. WALTER P. JOHN H. JOHN A. ANTHONY D. ANN R. THOMAS F. JANET L.
FUND NAME DRISCOLL BABICH DURHAM FRY KNERR LEVEN MADISON YEOMANS
--------- -------- --------- ------- ------- ---------- ------ --------- --------

Delaware Investments
Dividend and
Income Fund, Inc. None $ 1,484 $ 1,242 $ 1,438 $ 1,447 $ 1,880 $ 1,837 $ 1,837

Delaware Investments
Global Dividend
and Income
Fund, Inc. None $ 1,145 $ 951 $ 1,148 $ 1,152 $ 1,563 $ 1,542 $ 1,542

Delaware Investments
Arizona Municipal
Income Fund, Inc. None $ 1,033 $ 855 $ 1,052 $ 1,054 $ 1,458 $ 1,445 $ 1,445

Delaware Investments
Colorado Insured
Municipal Income
Fund, Inc. None $ 1,168 $ 970 $ 1,167 $ 1,171 $ 1,584 $ 1,562 $ 1,562

Delaware Investments
Florida Insured
Municipal Income
Fund None $ 1,005 $ 831 $ 1,028 $ 1,030 $ 1,432 $ 1,420 $ 1,420

Delaware Investments
Minnesota
Municipal Income
Fund, Inc. None $ 1,005 $ 831 $ 1,028 $ 1,030 $ 1,432 $ 1,421 $ 1,421

Delaware Investments
Minnesota
Municipal Income
Fund II, Inc. None $ 1,309 $ 1,091 $ 1,288 $ 1,294 $ 1,716 $ 1,685 $ 1,685

Delaware Investments
Minnesota
Municipal Income
Fund III, Inc. None $ 949 $ 783 $ 980 $ 981 $ 1,379 $ 1,372 $ 1,372

TOTAL COMPENSATION
FROM FUND
COMPLEX FOR THE
12 MONTHS ENDED
MAY 31, 2004 NONE $96,733 $81,943 $75,247 $89,149 $106,233 $101,566 $101,566

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: Jude T.
Driscoll, Joseph H. Hastings, Richelle S. Maestro and Michael P. Bishof. Exhibit
E includes biographical information and the past business experience of such
officers, except for Mr. Driscoll, whose information is set forth herein along
with the other Directors. The Exhibit also identifies which of these executive
officers are also officers of Delaware Management Company ("DMC"), the
investment adviser of each Fund, or Delaware International Advisers Ltd.
("DIAL"), the sub-adviser to Delaware Investments 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 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, (the "1934 Act") 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 adviser or
sub-adviser. The Funds believe that these requirements were met for fiscal year
2004.

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 Preferred Share Funds
have the exclusive right to vote to elect Mr. Madison and Ms. Yeomans to the
Board of Directors of the Preferred Share Funds.

--------------------------------------------------------------------------------------------------------------------------------
PROPOSAL 1
ELECTION OF DIRECTORS
--------------------------------------------------------------------------------------------------------------------------------
Driscoll, Babich, Durham,
FUND Fry, Knerr, and Leven Madison and Yeomans
--------------------------------------------------------------------------------------------------------------------------------

Delaware Investments Dividend
and Income Fund, Inc.; Delaware Plurality of votes cast.
Investments Global Dividend and
Income Fund, Inc.
--------------------------------------------------------------------------------------------------------------------------------
Plurality of votes cast of common Plurality of votes cast
Preferred Share Funds and preferred shares. of preferred shares.
--------------------------------------------------------------------------------------------------------------------------------

THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT YOU VOTE "FOR"
PROPOSAL ONE

PROPOSAL TWO: TO REDUCE THE NUMBER OF ACCOUNTANT'S CERTIFICATES
A FUND MUST PROVIDE IN CONNECTION WITH ITS PREFERRED SHARES,
WHICH PROPOSAL SHALL INCLUDE AN AMENDMENT TO THE PREFERRED SHARE FUNDS'
ARTICLES OF INCORPORATION (OR DECLARATION OF TRUST)

The Board of Directors of the Preferred Share Funds has considered and
recommended for submission to the stockholders of the Preferred Share Funds a
Proposal that is designed to help lower each Preferred Share Fund's expenses.
The Proposal, if approved, would reduce the number of accountant's certificates
(the "Accountant's Certificates") that each Preferred Share Fund is required to
provide each year in connection with its preferred shares. The Proposal includes
an amendment (the "Amendment") to each Preferred Share Fund's Articles of
Incorporation or Declaration of Trust (each hereinafter referred to as the
"Charter"). The Amendment is consistent with the current requirements imposed by
Moody's Investors Services ("Moody's") and Standard and Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc. ("S&P" and, together with Moody's,
the "Rating Agencies") in connection with their credit rating of each Fund's
preferred shares. Each Preferred Share Fund has received written assurances from
the Rating Agencies that the Amendment, if approved, would not adversely affect
the credit ratings of the preferred shares.

Each Preferred Share Fund's Board of Directors believes that the Proposal,
including the Amendment, is in the best interest of the Fund and its
stockholders (including holders of preferred shares) and recommends that the
stockholders vote FOR the Proposal, as more fully described below. A copy of the
Amendment is attached as Exhibit F.

Each Fund's preferred shares are a senior security that is a form of
leverage. The 1940 Act regulates each Preferred Share Fund's use of leverage by
generally imposing certain asset coverage requirements. In general, the 1940 Act
restricts distributions to stockholders while any senior security, such as the
preferred shares, is outstanding, unless these asset coverage requirements are
satisfied. In addition to the asset coverage requirements imposed by the 1940
Act, the Rating Agencies impose certain asset coverage and liquidity
requirements in order for the preferred shares to receive favorable credit
ratings.

The accuracy of each Preferred Share Fund's calculations of these asset
coverage and liquidity requirements are certified by an independent public
accounting firm, which then issues the Accountant's Certificates that each
Preferred Share Fund must provide to the Rating Agencies. The Charter currently
requires each Preferred Share Fund to submit Accountant's Certificates to the
Rating Agencies four times a year. Recently, however, the Rating Agencies
updated their reporting requirements so that the Accountant's Certificates are
only required to be provided once a year. The Amendment, if approved, will
conform each Preferred Share Fund's Charter to the Rating Agencies' current
requirements by only requiring the Fund to provide the Accountant's Certificates
to the Rating Agencies once a year. As mentioned above, each Preferred Share
Fund has received written assurances from the Rating Agencies that the
Amendment, if adopted, will not adversely affect the credit ratings of the
preferred shares.

Approval of the Proposal should help reduce each Preferred Share Fund's
expenses because the Accountant's Certificates will only have to be provided
once a year rather than four times a year. By requiring annual rather than
quarterly Accountant's Certificates, the Proposal would reduce by [ ]% the cost
associated with the procedures performed by the Funds' independent auditors in
connection with providing the required Accountant's Certificates.

The Board does not believe that the Preferred Share Funds nor its
stockholders (including the holders of preferred shares) would incur any
additional material risk as a result of providing the Accountant's Certificates
once a year. The Proposal would not affect any of the Funds' current
obligations to submit monthly reports to the Rating Agencies providing details
of the Funds' asset coverage, net asset value, trading prices and total return,
or its leverage position attributable to the preferred shares. In addition, the
Proposal would not alter the Preferred Share Funds' obligation to comply with
the asset coverage and liquidity requirements imposed by the 1940 Act and the
Rating Agencies, or the Funds' obligation to take certain required corrective
actions in the event that these requirements are not satisfied.

REQUIRED VOTE. The Charter for Delaware Investments Florida Insured
Municipal Income Fund ("VFL") provides that any amendment to the Charter
requires the approval of a majority of common and preferred shares outstanding
and entitled to vote at the Meeting, and the separate approval of a majority of
the holders of the outstanding preferred shares. For the Preferred Share Funds
other then VFL, the amendment to the terms of the preferred shares requires an
affirmative vote of the greater of: (i) a majority of common and preferred
shares present in person or by proxy and entitled to vote at the Meeting; or
(ii) a majority of the minimum number of common and preferred shares entitled to
vote at the Meeting that would constitute a quorum. For the Preferred Share
Funds other than VFL, the amendment to the terms of the preferred shares also
requires the separate approval of a majority of the holders of the outstanding
preferred shares.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL TWO.

INDEPENDENT ACCOUNTANTS AND AUDIT COMMITTEE REPORT

The firm of Ernst & Young LLP has been selected as the independent auditor
for the Funds. In accordance with Independence Standards Board Standard No. 1
("ISB No. 1"), Ernst & Young LLP has confirmed to each Fund's Audit Committee
regarding the independence of Ernst & Young LLP. The Audit Committee must
approve all audit, and non-audit services provided by Ernst & Young LLP relating
to the operations or financial reporting of one or more of the Funds. The Audit
Committee reviews any audit or non-audit services to determine whether they are
appropriate and permissible under applicable law.

Each Fund's Audit Committee has adopted policies and procedures to provide
a framework for the Audit Committee's consideration of non-audit services by
Ernst & Young LLP. These policies and procedures require that any non-audit
service to be provided by Ernst & Young LLP to a Fund, DMC or any entity
controlling, controlled by or under common control with DMC that relate directly
to the operations and financial reporting of a Fund are subject to pre-approval
by the Audit Committee or the Chairperson of the Audit Committee before such
service is provided.

As required by its charter, each Fund's Audit Committee has reviewed and
discussed with Fund management and representatives from Ernst & Young LLP the
audited financial statements for each 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 ISB No. 1 and discussed with a representative of Ernst & Young LLP
the independent auditor's independence. Each Fund's Board of Directors
considered the financial information systems design and implementation fees and
other 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 each 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 NYSE and AMEX, 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. A copy of
the Audit Committee's charter is included in Exhibit C to this Combined Proxy
Statement.

AUDIT FEES. The aggregate fees paid to Ernst & Young LLP in connection with
the annual audit of each Fund's financial statements and for services normally
provided by the independent auditors in connection with statutory and regulatory
filings or engagements for the fiscal year ended November 30, 2003 for DDF and
DGF and ended March 31, 2004 for the Preferred Share Funds, and for the fiscal
year ended November 30, 2002 for DDF and DGF and ended March 31, 2003 for the
Preferred Share Funds are set forth below:

----------------------------------------------------------------------------------------------------------
AUDIT FEES AUDIT FEES
FOR FYE 11/30/03 FOR FYE 11/30/02
FUND AND 3/31/04 AND 3/31/03
----------------------------------------------------------------------------------------------------------

Delaware Investments Dividend and Income Fund, Inc. $[ ] $30,950
Delaware Investments Global Dividend and Income Fund, Inc. $[ ] $30,950
Delaware Investments Arizona Municipal Income Fund, Inc. $[ ] $16,350
Delaware Investments Colorado Insured Municipal Income Fund, Inc. $[ ] $24,200
Delaware Investments Florida Insured Municipal Income Fund $[ ] $13,700
Delaware Investments Minnesota Municipal Income Fund, Inc. $[ ] $14,700
Delaware Investments Minnesota Municipal Income Fund II, Inc. $[ ] $26,300
Delaware Investments Minnesota Municipal Income Fund III, Inc. $[ ] $12,750
----------------------------------------------------------------------------------------------------------

AUDIT-RELATED FEES. The aggregate fees billed by the Funds' independent
auditors for services relating to the performance of the audit of each Fund's
financial statements and not reported above under "Audit Fees" are described
below for the fiscal year ended November 30, 2003 for DDF and DGF and ended
March 31, 2004 for the Preferred Share Funds and for the fiscal year ended
November 30, 2002 for DDF and DGF and ended March 31, 2003 for the Preferred
Shares Funds. The percentage of these fees relating to services approved by the
Audit Committee pursuant to the de minimis exception from the pre-approval
requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These
audit-related services were as follows: agreed-upon procedures relating to the
preferred share rating agency reports for the Preferred Share Funds.

-----------------------------------------------------------------------------------------------------------
AUDIT-RELATED FEES AUDIT-RELATED FEES
FOR FYE 11/30/03 FOR FYE 11/30/02
FUND AND 3/31/04 AND 3/31/03
-----------------------------------------------------------------------------------------------------------

Delaware Investments Dividend and Income Fund, Inc. $[ ] $[ ]
Delaware Investments Global Dividend and Income Fund, Inc. $[ ] $[ ]
Delaware Investments Arizona Municipal Income Fund, Inc. $[ ] $[ ]
Delaware Investments Colorado Insured Municipal Income Fund, Inc. $[ ] $[ ]
Delaware Investments Florida Insured Municipal Income Fund $[ ] $[ ]
Delaware Investments Minnesota Municipal Income Fund, Inc. $[ ] $[ ]
Delaware Investments Minnesota Municipal Income Fund II, Inc. $[ ] $[ ]
Delaware Investments Minnesota Municipal Income Fund III, Inc. $[ ] $[ ]
-----------------------------------------------------------------------------------------------------------

The aggregate fees billed by the Funds' independent auditors for services
relating to the performance of the audit of the financial statements of each
Fund's investment adviser(s) and other service providers under common control
with the adviser(s) and that relate directly to the operations or financial
reporting of a Fund are described below for the fiscal year ended November 30,
2003 for DDF and DGF and ended March 31, 2004 for the Preferred Share Funds, and
for the fiscal year ended November 30, 2002 for DDF and DGF and ended March 31,
2003 for the Preferred Share Funds. The percentage of these fees relating to
services approved by the Audit Committee pursuant to the de minimis exception
from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was
0%. These audit-related services were as follows: issuance of agreed-upon
procedures reports to the Board of Directors in connection with the annual
accounting service agent contract renewal and the pass-through of internal legal
costs relating to the operations of the Fund.

TAX FEES. The aggregate fees billed by the Funds' independent auditors for
tax-related services provided to each Fund are described below for the fiscal
year ended November 30, 2003 for DDF and DGF and ended March 31, 2004 for the
Preferred Share Funds, and for the fiscal year ended November 30, 2002 for DDF
and DGF and ended March 31, 2003 for the Preferred Share Funds. The percentage
of these fees relating to services approved by the Audit Committee pursuant to
the de minimis exception from the pre-approval requirement in Rule
2-01(c)(7)(i)(C) of Regulation S-X was 0%. These tax-related services were as
follows: review of income tax and excise tax returns.

----------------------------------------------------------------------------------------------------------
TAX FEES TAX FEES
FOR FYE 11/30/03 FOR FYE 11/30/02
FUND AND 3/31/04 AND 3/31/03
----------------------------------------------------------------------------------------------------------

The aggregate fees billed by the Funds' independent auditors for
tax-related services provided to the Funds' investment adviser(s) and other
service providers under common control with the adviser(s) and that relate
directly to the operations or financial reporting of the Fund were $0 for each
Fund's prior two fiscal years ended.

ALL OTHER FEES. The aggregate fees billed for all services provided by the
independent auditors to the Funds other than those set forth above were $0 for
the prior two fiscal years ended.

The aggregate fees billed for all services other than those set forth above
provided by the Funds' independent auditors to the Funds' investment adviser(s)
and other service providers under common control with the investment adviser(s)
and that relate directly to the operations or financial reporting of the Funds
were $0 for the Funds' prior two fiscal years ended.

AGGREGATE NON-AUDIT FEES TO THE FUNDS, THE INVESTMENT ADVISER(S) AND
SERVICE PROVIDER AFFILIATES. The aggregate non-audit fees billed by the
independent auditors for services rendered to the Preferred Shares Funds and to
its investment adviser and other service providers under common control with the
investment adviser were $166,625 and $186,100 for the Funds' fiscal years ended
March 31, 2004 and December 31, 2003, respectively. The aggregate non-audit fees
billed by the independent auditors for services rendered to DDF and DGF and to
its investment adviser(s) and other service providers under common control with
the investment adviser(s) were $[ ] and $[] for the Funds' fiscal years ended
November 30, 2003 and November 30, 2002, respectively. In connection with its
selection of the independent auditors, the Audit Committee has considered the
independent auditors' provision of non-audit services to the investment
adviser(s) and other service providers under common control with the investment
adviser(s) that were not required to be pre-approved pursuant to Rule
2-01(c)(7)(ii) of Regulation S-X. The Audit Committee has determined that the
independent auditors' provision of these services is compatible with maintaining
the auditors' independence.

COMMUNICATIONS TO THE BOARD OF DIRECTORS

Shareholders who wish to communicate to the full Board of Directors may
address correspondence to Walter P. Babich, Coordinating Director for the Funds,
c/o a Fund at 2005 Market Street, Philadelphia, Pennsylvania, 19103.
Shareholders may also send correspondence to the Coordinating Director or any
individual Director c/o a Fund at 2005 Market Street, Philadelphia, Pennsylvania
19103. Without opening any such correspondence, Fund management will promptly
forward all such correspondence to the intended recipient(s).

OTHER INFORMATION

INVESTMENT ADVISER. DMC (a series of Delaware Management Business Trust),
2005 Market Street, Philadelphia, PA 19103, serves as investment adviser to each
Fund. Delaware International Advisors Ltd. ("DIAL"), Third Floor, 80 Cheapside,
London, England EC2V 6EE, serves as sub-adviser to Delaware Investments 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 Financial Services Authority
(FSA) in the United Kingdom.

On May 4, 2004, DMH Corp., an affiliated company of DMC and a parent
company of DIAL, signed a Limited Liability Interest Purchase Agreement to sell
DIAL and its direct parent companies, Delaware International Holdings Ltd. and
DIAL Holding Company, Inc., to Atlantic Value Partners (No. 3) Ltd., a newly
formed joint venture involving Hellman & Friedman, LLC, a private equity firm,
and certain members of DIAL's management (the "DIAL Acquisition").

Under applicable law, the DIAL Acquisition will involve a transfer of
control of DIA, and will therefore automatically result in a termination of
DIAL's Sub-Advisory Agreement with DMC with respect to DGF. DGF's Board has
determined that DIAL's Sub-Advisory Agreement will be terminated and that DMC
will assume full responsibility for the day-to-day management of such DGF's
assets.

The current Investment Management Agreement with DMC for DGF will remain in
effect. DMC currently directly manages a substantial portion of DGF's portfolio,
and DIAL directly manages the remaining international portion of DGF's
portfolio. DMC will take over the direct day-to-day management of the remaining
portion of DGF's portfolio that is currently managed by DIAL. Based upon the
terms of the current Investment Management Agreement between DMC and DGF,
shareholders need not approve these changes to DGF's portfolio management.

ADMINISTRATOR. Delaware Service Company, Inc., 2005 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
2005, shareholder proposals to be included in the Funds' Combined Proxy
Statement for that meeting must be received no later than March 4, 2005. Any
shareholder proposals intended to be presented at the 2005 annual meeting, but
not included in the Funds' Combined Proxy Statement for that meeting, must be
received no later than May 18, 2005. 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 Combined Proxy Statement. The
inclusion and/or presentation of any such proposal is subject to the applicable
requirements of the proxy rules under the 1934 Act.

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 the Funds c/o Delaware Investments,
2005 Market Street, Philadelphia, PA 19103, or by calling toll-free (800)
523-1918.

EXHIBIT A

OUTSTANDING SHARES AS OF RECORD DATE (JUNE 22, 2004)

Delaware Investments Dividend and Income Fund, Inc. 14,307,000

Delaware Investments Global Dividend and Income Fund, Inc. 6,650,647

Delaware Investments Arizona Municipal Income Fund, Inc. 2,982,700

Common Stock 2,982,200
Preferred Stock 500

Delaware Investments Colorado Insured Municipal Income Fund, Inc. 4,837,900

Common Stock 4,837,100
Preferred Stock 800

Delaware Investments Florida Insured Municipal Income Fund 2,422,600

Common Shares 2,422,200
Preferred Shares 400

Delaware Investments Minnesota Municipal Income Fund, Inc. 2,595,100

Common Stock 2,594,700
Preferred Stock 400

Delaware Investments Minnesota Municipal Income Fund II, Inc. 7,253,400

Common Stock 7,252,200
Preferred Stock 1,200

Delaware Investments 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 June 22, 2004, Management does not have
knowledge of beneficial owners.

PERCENT OF
FUND NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING SHARES
----------------------------------------------------------------------------------------------------------------------------

Delaware Investments Dividend and Cede & Co 12,677,522 88.61%
Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004

Delaware Investments Global Cede & Co. 5,807,442 87.321%
Dividend and Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004

Delaware Investments Arizona Cede & Co. 2,894,928 97.07%
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Arizona CitiGroup Global Markets Inc. 207 82.80%
Municipal Income Fund, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series A New York, NY 10001

Banc of America Securities LLC 19 7.60%
Scott Reifer
300 Harmon Meadow Blvd.
Secaucus, NJ 07094

USB Financial Services Inc. 14 5.60%
Jane Flood
1000 Harbor Blvd.
Weekhawken, NJ 07087

Delaware Investments Arizona CitiGroup Global Markets Inc. 240 96.00%
Municipal Income Fund, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series B New York, NY 10001

Delaware Investments Colorado Cede & Co. 4,565,879 94.39%
Insured Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

PERCENT OF
FUND NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING SHARES
----------------------------------------------------------------------------------------------------------------------------

Delaware Investments Colorado CitiGroup Global Markets Inc. 325 81.25%
Insured Municipal Income Fund, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series A New York, NY 10001

Merrill Lynch, Pierce, Fenner & 74 18.50%
Smith Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855

Delaware Investments Colorado Merrill Lynch, Pierce, Fenner & 212 53.00%
Insured Municipal Income Fund, Inc. Smith Safekeeping
Preferred Stock 4 Corporate Place
Series B Corporate Park 287
Piscataway, NJ 08855

CitiGroup Global Markets Inc. 183 45.75%
Pat Haller
333 West 34th Street
New York, NY 10001

Delaware Investments Florida Cede & Co. 2,281,722 94.20%
Insured Municipal Income Fund P.O. Box 20
Common Shares Bowling Green Station
New York, NY 10004

Delaware Investments Florida CitiGroup Global Markets Inc. 126 63.00%
Insured Municipal Income Fund Pat Haller
Preferred Shares 333 West 34th Street
Series A New York, NY 10001

USB Financial Services Inc. 74 37.00%
Jane Flood
1000 Harbor Blvd.
Weekhawken, NJ 07087

Delaware Investments Florida CitiGroup Global Markets Inc. 180 90.00%
Insured Municipal Income Fund Pat Haller
Preferred Shares 333 West 34th Street
Series B New York, NY 10001

USB Financial Services Inc. 20 10.00%
Jane Flood
1000 Harbor Blvd.
Weekhawken, NJ 07087

Delaware Investments Minnesota Cede & Co. 2,296,190 88.50%
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Minnesota CitiGroup Global Markets Inc. 308 77.00%
Municipal Income Fund, Inc. Pat Haller
Preferred Stock 333 West 34th Street
New York, NY 10001

State Street Bank and 85 21.25%
Trust Company
Joseph J. Callahan
1776 Heritage Drive
Global Corporate Action
Unit JAB 5NW
North Qunicy, MA 02171

PERCENT OF
FUND NAME AND ADDRESS NUMBER OF SHARES OUTSTANDING SHARES
----------------------------------------------------------------------------------------------------------------------------

Delaware Investments Minnesota Cede & Co. 6,672,044 92.00%
Municipal Income Fund II, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Minnesota CitiGroup Global Markets Inc. 377 62.83%
Municipal Income Fund II, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series A New York, NY 10001

USB Financial Services Inc. 209 51.50%
Jane Flood
1000 Harbor Blvd.
Weekhawken, NJ 07087

Delaware Investments Minnesota CitiGroup Global Markets Inc. 585 97.50%
Municipal Income Fund II, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series B New York, NY 10001

Delaware Investments Minnesota Cede & Co. 1,684,925 91.71%
Municipal Income Fund III, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Minnesota CitiGroup Global Markets Inc. 300 100%
Municipal Income Fund III, Inc. Pat Haller
Preferred Stock 333 West 34th Street
New York, NY 10001

EXHIBIT C

DELAWARE INVESTMENTS
FAMILY OF FUNDS

AUDIT COMMITTEE CHARTER

1. COMMITTEE COMPOSITION.

(a) The Audit Committee shall be composed of not less than three
Directors/Trustees (hereinafter, "Directors") selected by the Board,
each of whom shall be independent as defined in Rule 10A-3(b) under
the Securities and Exchange Act of 1934, as amended, and the listing
standards of any national securities exchange on which the Fund is
listed.

(b) 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 be an
"audit committee financial expert" as such term is defined in
Securities and Exchange Commission ("SEC") Regulation S-K, Item 401
and SEC Form N-CSR.

(c) One member of the Audit Committee shall be designated by the Board
as Chairperson. Each member of the Audit Committee shall serve for
one year or until his or her successor has been appointed and
qualified. The Chairperson and members of the Audit Committee shall
receive such compensation for their service on the Audit Committee
as the Board may determine from time to time.

2. ROLE OF THE COMMITTEE. The function of the Audit Committee is oversight
in the sense that it is to watch closely, maintain surveillance, review
carefully relevant matters and make appropriate suggestions; it is management's
responsibility to direct, manage and maintain appropriate systems for accounting
and internal control and for the preparation, presentation and integrity of the
financial statements; and it is the independent auditors' responsibility to plan
and carry out a proper audit. The independent auditors for the Fund shall report
directly to, and are ultimately accountable to, the Audit Committee. The Audit
Committee shall select, evaluate, oversee the work of and, when appropriate,
replace the independent auditors.

Although the Audit Committee is expected to take a detached and questioning
approach to the matters that come before it, the review of a Fund's financial
statements by the Audit Committee is not an audit, nor does the Audit
Committee's review substitute for the responsibilities of the Fund's management
for preparing, or of the independent auditors for auditing, the financial
statements. Members of the Audit Committee are not full-time employees of the
Fund and, in serving on this Audit Committee, are not, and do not hold
themselves out to be, acting as accountants or auditors. As such, it is not the
duty or responsibility of the Audit Committee or its members to conduct "field
work" or other types of auditing or accounting reviews or procedures.

In discharging his or her duties, each member of the Audit Committee may
rely on the accuracy of information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by (a)
one or more officers of the Fund whom the Director reasonably to be reliable and
competent in the matters presented; (b) legal counsel, public accountants, or
other persons as to matters the Director reasonably believes are within the
person's professional expertise; or (c) a Board committee of which the Director
is not a member.

3. PURPOSES. The purposes of the Audit Committee are to assist the Board in
its oversight of (a) the quality and integrity of the Fund's financial
statements and the independent audit thereof; (b) the independent auditors'
qualifications and independence; (c) the performance of the Fund's independent
auditors; and (d) the Fund's compliance with relevant legal and regulatory
requirements that relate to the Fund's accounting and financial reporting,
internal control over financial reporting and independent audits. The Audit
Committee shall prepare an audit committee report as required by the SEC to be
included in the Fund's proxy statements. The Audit Committee shall discharge its
fiduciary responsibility with respect to evidence of any material violation of
federal or state law or breach of fiduciary duty impacting the Fund that is
brought to the attention of the Audit Committee pursuant to applicable
regulations. The Audit Committee shall monitor the Fund's accounting and
financial reporting policies an d practices, its internal controls over
financial reporting and, as appropriate, inquire into the internal controls over
financial reporting of certain service providers. The Audit Committee shall
monitor the Fund's safeguards with respect to both inflow and outflow of funds
and the integrity of computer systems relating to financial reporting. In
addition, the Audit Committee shall act as a liaison between the Fund's
independent auditors and the full Board of Directors.

4. DUTIES AND POWERS. To carry out its purposes, the Audit Committee shall
have the following duties and powers:

(a) To select, retain or terminate the independent auditors and, in
connection therewith, annually to receive, evaluate and discuss with
the independent auditors a formal written report from them setting
forth all audit, review or attest engagements, as well as all non-audit
engagements and other relationships, with the Fund, the Investment
Manager and any entity in the Fund's "investment company complex," as
defined in Reg. S-X Rule 2-02(c)(14) (such entity to be referred to as
a "Complex Entity"), which shall include specific representations as to
the independent auditors' objectivity and independence;

(b) To review and approve, in advance: (i) all audit services and all
permissible non-audit services to be performed by the independent
auditors for the Fund, including the related fees and terms of such
engagements; and (ii) all non-audit services to be provided by the
independent auditors to the Fund's Investment Manager and any entity
controlling, controlled by, or under common control with the Investment
Manager that provides ongoing services to the Fund (such an affiliate
to be referred to as a "Control Affiliate") where the nature of such
non-audit services has a direct impact on the operations or financial
reporting of the Fund; to establish pre-approval policies and
procedures for the engagement of independent auditors to provide audit
and permissible non-audit services; and to delegate to one or more
members the authority to grant pre-approvals;

(c) To meet with the independent auditors and management, including private
meetings with each as necessary, (i) to review and discuss 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 independent auditors, or other results of said audit(s); (iii) to
consider the independent auditors' comments with respect to the Fund's
financial policies, procedures, internal accounting controls and any
audit problems or difficulties, and in each case management's responses
thereto; (iv) to review and discuss the form of opinion the independent
auditors propose to render to the Board of Directors and shareholders;
(v) in the case of an exchange-listed closed-end Fund only, to discuss
the Fund's unaudited semi-annual financial statements with the
independent auditors and management; and (vi) in the case of an
exchange-listed closed-end Fund only, to review and discuss the Fund's
annual audited financial statements and management's discussion of fund
performance with the independent auditors and management and make a
recommendation to the Board of Directors on including such audited
financial statements in the Fund's annual report to shareholders;

(d) To review and discuss any and all reports from the independent auditors
regarding (i) critical accounting policies and practices used by the
Fund, including any proposed changes in accounting principles or
practices proposed by management or the independent auditors upon the
Fund, (ii) alternative treatments of financial information within
generally accepted accounting principles that have been discussed with
management, (iii) the risks of using any such alternative treatments or
disclosures, (iv) the treatment preferred by the independent auditors,
(v) material written communications between management and the
independent auditors, including any management letter and any internal
control observations and recommendations, and (vi) all non-audit
services provided by the independent auditors to any Complex Entity
that were not subject to the pre-approval requirement set forth above
in Paragraph 4(b) (in connection with the Audit Committee's
consideration of the auditors' independence);

(e) To review and discuss the process of issuing dividend-related and other
press releases including financial information, as well as the Fund's
policies for providing financial information to analysts and ratings
agencies;

(f) To discuss with management the Fund's guidelines and policies with
respect to risk assessment and risk management;

(g) To review any disclosures made by the chief executive and chief
financial officers of the Fund in their certification process for the
Fund's periodic reports filed with the SEC about any significant
deficiencies in the design or operation of internal controls, any
material weaknesses in internal controls and any fraud, whether or not
material, involving management or other employees having a significant
role in internal controls;

(h) To establish procedures, take actions and perform all duties necessary
for (i) the receipt, retention and treatment of complaints received by
the Fund regarding accounting, internal accounting controls or auditing
matters, and (ii) the confidential, anonymous submission by employees
of the Fund and its service providers of concerns regarding
questionable accounting or auditing matters;

(i) To obtain and review not less often than annually a report by the
independent auditors describing: (i) the independent auditors' internal
quality-control procedures; (ii) any material issues raised by the most
recent internal quality-control or peer review of the firm or any
inquiry or investigation by governmental or professional authorities
within the preceding five years respecting any audits carried out by
the independent auditors, and any steps taken to deal with any such
issues; and (iii) all relationships between the independent auditors
and the Fund, as well as the Fund's Investment Manager or any Complex
Entity;

(j) To evaluate the independence of the independent auditors, which shall
include at least the following items: (i) receiving an annual statement
from the independent auditors confirming their independence; (ii)
evaluating the lead partner of the independent auditors; (iii)
confirming the appropriate rotation of the lead audit partner,
overseeing the rotation of other audit partners and considering
periodically whether there should be a regular rotation of the audit
firm itself; and (iv) reviewing the hiring by the Fund, its Investment
Manager and any Control Affiliate of employees or former employees of
the independent auditors;

(k) To set policies relating to the hiring by the Fund, its Investment
Manager and any Control Affiliate of employees or former employees of
the independent auditors;

(l) To engage independent legal counsel and such other advisers as the
Audit Committee determines appropriate to carry out its duties, without
the consent of management or the Board of Directors;

(m) To conduct an annual performance evaluation of the Audit Committee; and

(n) To report its activities to the full Board of Directors on a regular
basis and to make recommendation with respect to the above and other
matters as the Audit Committee may deem necessary or appropriate.

5. MEETINGS. The Audit Committee shall meet on a regular basis and is
empowered to hold special meetings as circumstances require. The Audit Committee
shall regularly meet with the Chief Financial Officer and Treasurer of the Fund.
The Audit Committee shall also meet with internal auditors for the Investment
Manager on a regular basis in order to assist the Board in its oversight of the
Fund's compliance with legal and regulatory requirements.

6. RESOURCES. The Audit Committee shall have the authority and resources,
including sufficient funding by the Fund to pay the fees of the independent
auditors, legal counsel, consultants or experts, appropriate to discharge its
responsibilities, including the authority to retain special counsel and other
experts or consultants at the expense of the Fund.

7. ANNUAL CHARTER REVIEW. The Audit Committee shall review this Charter at
least annually and recommend any changes to the Board of Directors.

EXHIBIT D

DELAWARE INVESTMENTS
FAMILY OF FUNDS

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE MEMBERSHIP

The Nominating and Corporate Governance Committee (the "Committee") shall
be composed of three members, each of whom shall be independent as defined in
Rule 10A-3(b) under the Securities Exchange Act of 1934 and the listing
standards of any national securities exchange on which any Fund is listed. One
member of the Committee shall be designated by the Board as Chairperson. Each
member of the Committee shall serve for one year 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.

BOARD NOMINATIONS

1. INDEPENDENT DIRECTORS/TRUSTEES. Independent Directors/Trustees are to be
selected and nominated solely by incumbent independent Directors/Trustees. The
Committee shall make recommendations for nominations for independent
director/trustee membership on the Board of Directors/Trustees to the incumbent
independent Directors/Trustees. The Committee shall evaluate candidates'
qualifications for Board membership and their independence from the Funds'
manager and other affiliates and principal service providers. Persons selected
must be independent in terms of both the letter and spirit of the governing
rules, regulations and listing standards. The Committee shall also consider the
effect of any relationships beyond those delineated in the governing rules,
regulations and listing standards that might impair independence, e.g.,
business, financial or family relationships with managers or service providers.

2. AFFILIATED DIRECTORS/TRUSTEES. The Committee shall evaluate candidates'
qualifications and make recommendations for affiliated director/trustee
membership on the Board of Directors/Trustees to the full Board.

3. SHAREHOLDER RECOMMENDATIONS. The Committee shall establish policies and
procedures with respect to the submission and consideration of shareholder
recommendations regarding candidates for nomination for election to the Board.

4. BOARD COMPOSITION. The Committee shall periodically review the
composition of the Board of Directors/Trustees to determine whether it may be
appropriate to add individuals with different backgrounds or skill sets from
those already on the Board.

CORPORATE GOVERNANCE

1. The Committee shall evaluate annually the ability of each
Director/Trustee to function effectively in the discharge of his/her oversight
and fiduciary responsibilities as a Director/Trustee. The Chairman of the
Committee shall undertake appropriate action as required based on the
Committee's evaluation.

2. The Committee shall, together with the Coordinating Director/Trustee,
monitor the performance of counsel for the independent Directors/Trustees.

3. The Committee shall establish procedures to facilitate shareholder
communications to the Funds' Board of Directors/Trustees.

OTHER POWERS AND RESPONSIBILITIES

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

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

EXHIBIT E

EXECUTIVE OFFICERS OF THE FUNDS

JOSEPH H. HASTINGS (AGE 54) Executive Vice President/Interim Chief
Financial Officer/Treasurer/Controller of the Funds and of the other 24
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 Lincoln Cash Management, Delaware
Lincoln Investment Advisers and Delaware Capital Management (each a series of
Delaware Management Business Trust), Delaware Service Company, Inc., Lincoln
National Investment Companies, Inc., LNC Administrative Services Corporation and
Delaware General Management, Inc.; Executive Vice President/Chief Financial
Officer/Treasurer/Director of Delaware Management Trust Company; Executive Vice
President/Chief Financial Officer of Retirement Financial Services, Inc.;
Executive Vice President/Interim Chief Financial Officer/Controller of Delaware
Investment Advisers (a series of Delaware Management Business Trust); Executive
Vice President/Interim Chief Financial Officer of Delaware International
Holdings Ltd.; and Executive Vice President of Delaware Distributors, Inc. and
Delaware Distributors, L.P. During the past five years, Mr. Hastings has served
in various executive capacities at different times within Delaware Investments.

RICHELLE S. MAESTRO (AGE 45) Executive Vice President/General
Counsel/Secretary of the Funds and of the other 24 investment companies within
Delaware Investments, and of Delaware Management Company, Inc., Delaware
Investment Advisers, Delaware Lincoln Cash Management, and Delaware Capital
Management (each a series of Delaware Management Business Trust); Executive Vice
President/General Counsel/Secretary and Director/Trustee of Delaware Management
Holdings, Inc., DMH Corp., DIAL Holding Company, Inc., Delaware Investments
U.S., Inc., Delaware General Management, Inc., Delaware Management Company,
Inc., Delaware Service Company, Inc., Delaware Distributors, Inc., Retirement
Financial Services, Inc., Lincoln National Investment Companies, Inc., and LNC
Administrative Services Corporation; Executive President/Deputy General
Counsel/Director of Delaware International Holdings Ltd.; Senior Vice
President/General Counsel/Secretary and Director/Trustee of Delaware Management
Business Trust and Delaware Distributors, L.P.; Senior Vice President/General
Counsel/Secretary of Delaware Management Trust Company; and Vice
President/General Counsel of Lincoln National Convertible Securities Fund, Inc.
and Lincoln National Income Fund, Inc. During the past five years, Ms. Maestro
has served in various executive capacities at different times within Delaware
Investments.

MICHAEL P. BISHOF (AGE 40) Senior Vice President/Investment Accounting of
the Funds and of the other 24 investment companies within Delaware Investments,
and of Delaware Management Company and Delaware Capital Management (each a
series of Delaware Management Business Trust) and Delaware Distributors, L.P.;
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 Advisers
Ltd.; and Chief Financial Officer of Lincoln National Convertible Securities
Fund, Inc. and Lincoln National Income Fund, Inc. During the past five years,
Mr. Bishof has served in various executive capacities at different times within
Delaware Investments.

EXHIBIT F

The current Section 8(f) of the document establishing the preferred shares
for the Preferred Share Funds shall be amended to read as follows (except that
the word "Corporation" below shall be replaced with "Fund" for Delaware
Investments Florida Insured Municipal Income Fund):

(f) Within ten Business Days after delivery of such report relating to the
last Business Day of each fiscal year end of the Corporation, and within ten
Business Days after delivery of such report relating to the Date of Original
Issue and any Cure Date, the Corporation will deliver to the Remarketing Agent,
S&P and Moody's a letter prepared by the Corporation's independent accountants
regarding the accuracy of the calculations made by the Corporation in its most
recent Certificates of Preferred Share Basic Maintenance Amount, Minimum
Liquidity Level and the 1940 Act Asset Coverage and in Certificates of Preferred
Share Basic Maintenance Amount, Minimum Liquidity Level and 1940 Act Asset
Coverage on a Valuation Date during such fiscal year selected at random by such
accountants. If any such letter prepared by the Corporation's independent
accountants shows that an error was made in any of the most recent Certificates
of Preferred Share Basic Maintenance Amount, Minimum Liquidity Level and 1940
Act Asset Coverage, the calculation or determination made by the Corporation's
independent accountants will be conclusive and binding on the Corporation and
notice of such discrepancy shall be given in writing to each of Moody's and S&P.

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

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

COMBINED PROXY
STATEMENT
NOTICE OF JOINT
ANNUAL MEETING
OF SHAREHOLDERS
---------------------------------------------
AUGUST 19, 2004

Delaware
Investments(SM)
--------------------------------------
PX-CE [--] BUR 6/04 A member of Lincoln Financial Group(R)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE UNDERSIGNED HEREBY APPOINTS JOSEPH H. HASTINGS, RICHELLE S. MAESTRO AND
MICHAEL P. BISHOF, 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 PROXY CARD TO BE HELD AT TWO COMMERCE SQUARE, 2001
MARKET STREET, 2ND FLOOR, PHILADELPHIA, PENNSYLVANIA, ON AUGUST 19, 2004 AT 1:30
P.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 PROXY CARD. PLEASE REFER
TO THE PROXY STATEMENT FOR A DISCUSSION OF EACH OF THESE MATTERS.

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

DELAWARE INVESTMENTS ARIZONA MUNICIPAL INCOME FUND, INC. (COMMON)

PLEASE VOTE BY CHECKING (CHECK MARK) THE APPROPRIATE
BOX BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) JUDE T. DRISCOLL 04) JOHN A. FRY 07) THOMAS F. MADISON*
02) WALTER P. BABICH 05) ANTHONY D. KNERR 08) JANET L. YEOMANS*
03) JOHN H. DURHAM 06) ANN R. LEVEN

|_ |_ |_
--------------------------------------------------------------------------------
* The holders of common shares may not vote for these nominees.
If you checked "For All Except," write each withheld nominee's number on the
line above.

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

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____________________________________, 2004

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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DELAWARE INVESTMENTS ARIZONA MUNICIPAL INCOME FUND, INC. (CLASS A)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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| |
| |
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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE UNDERSIGNED HEREBY APPOINTS JOSEPH H. HASTINGS, RICHELLE S. MAESTRO AND
MICHAEL P. BISHOF, 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 PROXY CARD TO BE HELD AT TWO COMMERCE
SQUARE, 2001 MARKET STREET, 2ND FLOOR, PHILADELPHIA, PENNSYLVANIA, ON AUGUST
19, 2004 AT 1:30 P.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
PROXY CARD. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF EACH OF
THESE MATTERS.

VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC. (CLASS B)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DELAWARE INVESTMENTS COLORADO INSURED MUNICIPAL INCOME FUND, INC. (COMMON)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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| |
| |
| |
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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE UNDERSIGNED HEREBY APPOINTS JOSEPH H. HASTINGS, RICHELLE S. MAESTRO AND
ANTHONY G. CIAVARELLI, 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 PROXY CARD TO BE HELD AT TWO COMMERCE SQUARE, 2001
MARKET STREET, 2ND FLOOR, PHILADELPHIA, PENNSYLVANIA, ON AUGUST 19, 2004 AT 1:30
P.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 PROXY CARD. PLEASE REFER
TO THE PROXY STATEMENT FOR A DISCUSSION OF EACH OF THESE MATTERS.

DELAWARE INVESTMENTS COLORADO INSURED MUNICIPAL INCOME FUND, INC. (CLASS A)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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| |
| |
| |
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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DELAWARE INVESTMENTS COLORADO INSURED MUNICIPAL INCOME FUND, INC. (CLASS B)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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| |
| |
| |
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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DELAWARE INVESTMENTS DIVIDEND & INCOME FUND, INC.

DATE____________________________________, 2004

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| |
| |
| |
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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE UNDERSIGNED HEREBY APPOINTS JOSEPH H. HASTINGS, RICHELLE S. MAESTRO AND
MICHAEL P. BISHOF, 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 PROXY CARD TO BE HELD AT THE TWO COMMERCE SQUARE, 2001
MARKET STREET, 2ND FLOOR, PHILADELPHIA, PENNSYLVANIA, ON AUGUST 19, 2004 AT 1:30
P.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 PROXY CARD. PLEASE REFER
TO THE PROXY STATEMENT FOR A DISCUSSION OF EACH OF THESE MATTERS.

DELAWARE INVESTMENTS GLOBAL DIVIDEND & INCOME FUND, INC.

PLEASE VOTE BY CHECKING (CHECK MARK) THE APPROPRIATE
BOX BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) JUDE T. DRISCOLL 04) JOHN A. FRY 07) THOMAS F. MADISON
02) WALTER P. BABICH 05) ANTHONY D. KNERR 08) JANET L. YEOMANS
03) JOHN H. DURHAM 06) ANN R. LEVEN

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

DATE____________________________________, 2004

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| |
| |
| |
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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

DELAWARE INVESTMENTS FLORIDA INSURED MUNICIPAL INCOME FUND (COMMON)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

DELAWARE INVESTMENTS FLORIDA INSURED MUNICIPAL INCOME FUND (CLASS A)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

DELAWARE INVESTMENTS FLORIDA INSURED MUNICIPAL INCOME FUND (CLASS B)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE UNDERSIGNED HEREBY APPOINTS JOSEPH H. HASTINGS, RICHELLE S. MAESTRO AND
MICHAEL P. BISHOF, 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 PROXY CARD TO BE HELD AT TWO COMMERCE
SQUARE, 2001 MARKET STREET, 2ND FLOOR, PHILADELPHIA, PENNSYLVANIA, ON AUGUST
19, 2004 AT 1:30 P.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
PROXY CARD. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF EACH OF
THESE MATTERS.

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND, INC. (COMMON)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND, INC. (PREFERRED)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC. (COMMON)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC. (CLASS A)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC. (CLASS B)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND III, INC. (COMMON)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND III, INC. (PREFERRED)

2. TO AMEND THE FUND'S ARTICLES OF INCORPORATION |_| |_| |_|

DATE____________________________________, 2004

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SIGNATURE(S) (JOINT OWNERS) (PLEASE SIGN WITHIN BOX)