Edgar Filing: DELAWARE INVESTMENTS DIVIDEND & INCOME FUND INC

SCHEDULE 14A INFORMATION

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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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SCHEDULE 14A INFORMATION

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

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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)

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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 Global Dividend and Income Fund, Inc.
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(Name of Registrant as Specified In Its Charter)

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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 Florida Insured
Municipal Income Fund
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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 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)

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

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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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[ ] Filed by a Party other than the Registrant

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

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

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

COMBINED PROXY STATEMENT AND
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, AUGUST 17, 2005

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 19103 on Thursday, August 17, 2005 at 4:00 p.m. The
purpose of the meeting is:

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

2. 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 11, 2005

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

COMBINED PROXY STATEMENT

JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, AUGUST 17, 2005

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 17, 2005 at 4:00 p.m. at Two Commerce Square, 2001 Market
Street, 2nd Floor, Philadelphia, Pennsylvania 19103 and/or at any adjournments
of the meeting (hereafter, the "Meeting").

PURPOSE OF MEETING. The purpose of the Meeting is to consider the
proposal listed in the accompanying Notice (the "Proposal"). 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" the Proposal 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,
2005. 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 11, 2005.

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 the
Proposal vary. The voting requirements with respect to the Proposal are
described within the Proposal. Abstentions will be included for purposes of
determining whether a quorum is present for each Fund at the Meeting. They will
be treated as votes present at the Meeting, but will not be treated as votes
cast. They therefore would have no effect on the 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 Proposal
presented is considered to be a "routine" voting item, 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 the
Preferred Share Funds. 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 Proposal, management may propose an adjournment or
adjournments of the Meeting for a Fund. Any adjournment would require a vote in
favor of the adjournment by the holders of a majority of the shares present at
the Meeting in person or by proxy. The persons named as proxies 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: Thomas L. Bennett, Jude T.
Driscoll, John A. Fry, Anthony D. Knerr, Lucinda S. Landreth, Ann R. Leven,
Thomas F. Madison, Janet L. Yeomans and J. Richard Zecher.

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

JUDE T. DRISCOLL(1) Chairman, President 5 Years - Since August 2000, Mr. 86 None
2005 Market Street Chief Executive Executive Driscoll has served in
Philadelphia, PA Officer Officer various executive capacities
19103-7094 and Director at different times at
Delaware Investments(2)
42
2 Years - Senior Vice President, and
Director Director of Fixed Income Process -
Conseco Capital Management
(June 1998 - August 2000)

INDEPENDENT DIRECTORS

THOMAS L. BENNETT Director 1 Year Private Investor - 86 None
2005 Market Street (March 2004 - Present)
Philadelphia, PA 19103 Investment Manager -
Morgan Stanley & Co.
57 (January 1984 - March 2004)

JOHN A. FRY Director 4 Years President - Franklin & Marshall 86 Director - Community
2005 Market Street College (June 2002 - Present) Health Systems
Philadelphia, PA 19103-7094

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

ANTHONY D. KNERR Director 15 Years Founder/Managing Director - 86 None
2005 Market Street Anthony Knerr & Associates (1990 -
Philadelphia, PA 19103-7094 Present) (Strategic Consulting)

LUCINDA S. LANDRETH Director 1 Year Chief Investment Officer - 86 None
2005 Market Street Assurant, Inc. (Insurance) (2002 - 2004)
Philadelphia, PA 19103-7094
Chief Investment Officer -
58 Fortis, Inc. (1997 -2001)

(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 2004, 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
transfer agent.

INDEPENDENT DIRECTORS (CONTINUED)

ANN R. LEVEN Director 16 Years Treasurer/Chief Fiscal Officer - 86 Director and Audit
2005 Market Street National Gallery of Art Committee Member
Philadelphia, PA 19103 (1994 - 1999) Systemax Inc.

64 Director and Audit
Committee
Chairperson -
Andy Warhol
Foundation

THOMAS F. MADISON Director 11 Years President/Chief Executive Officer - 86 Director - Banner
2005 Market Street MLM Partners, Inc. Health
Philadelphia, PA 19103 (January 1993 - Present)
Director and Audit
69 Committee Member -
Digital River Inc.

Director and Audit
Committee Member -
Rimage Corporation

Director and Audit
Committee Member -
CenterPoint Energy

Director - Valmont
Industries, Inc.

JANET L. YEOMANS Director 6 Years Vice President/Mergers & 86 None
2005 Market Street Acquisitions -
Philadelphia, PA 19103 3M Corporation
(January 2003 - Present)
56
Ms. Yeomans has held various
management positions at
3M Corporation since 1983.

J. RICHARD ZECHER Director 1 Year Founder - Investor 86 Director and Audit
2005 Market Street Analytics (Risk Management) Committee Member -
Philadelphia, PA 19103 (May 1999 - Present) Investor Analytics

65 Founder/Principal - Director and Audit
Sutton Asset Management Committee Member -
(September 1998 to Present) Oxigene, Inc.

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, 2005

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 over $100,000

INDEPENDENT DIRECTORS

Thomas L. Bennett none none
John A. Fry none over $100,000*
Anthony D. Knerr none $10,001 - $50,000
Lucinda S. Landreth none none
Ann R. Leven none over $100,000
Thomas F. Madison none $10,001 - $50,000
Janet L. Yeomans none $50,001 - $100,000
J. Richard Zecher none none

*As of May 31, 2005, Mr. Fry held assets in a 529 Plan Account. Under the terms
of the Plan, a portion of the assets held in the Plan may be invested in the
Funds. Mr. Fry held no Shares of the Funds outside of the Plan as of May 31,
2005.

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 one day meeting. All of the Directors, other than those elected on March
23, 2005, 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. All Directors were present at the Funds' annual meeting held on August
19, 2004.

Each Fund has an Audit Committee for the purpose of meeting, on a
regular basis, 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 four Directors appointed
by the Board: Thomas F. Madison, Chairperson; Thomas L. Bennett; Janet L.
Yeomans; and J. Richard Zecher. 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 two year terms 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, 2004 and four meetings for the Preferred
Share Funds for the fiscal year ended March 31, 2005. 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: John A. Fry, Chairperson; Anthony D. Knerr; and Lucinda S.
Landreth, 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 held ten
meetings during the fiscal year ended November 30, 2004 for DDF and DGF and 13
meetings for the Preferred Share Funds for the fiscal year ended March 31, 2005.

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 John A. Fry, 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.
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 $70,000 for serving as a Director of all
33 investment companies within the Fund Complex, plus $5,000 per day for each
day the Board meets (normally four regular meetings, all of which are two day
meetings). Ann R. Leven is the current Coordinating Director for the Funds and
receives an additional annual retainer totaling $25,000 with respect to all 33
investment companies within the Fund Complex. Members of the Audit Committee
receive additional compensation of $2,500 for each Audit Committee meeting. The
chairperson of the Audit Committee receives an additional annual retainer of
$10,000. Independent Directors who are members of the Nominating Committee
receive $1,700 for each committee meeting. In addition, the chairperson of the
Nominating Committee receives an annual retainer of $1,500.

Under the terms of each Fund's retirement plan for Directors, each
independent Director who, at the time of his or her retirement from the Board of
Directors, has attained the age of 70 and has served on the Board of Directors
for at least five continuous years, is entitled to receive payments from the
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 in the Fund
Complex 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, 2005, he or
she would have been entitled to annual payments in the amount of $70,000. 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, 2005.

INTERESTED
DIRECTOR INDEPENDENT DIRECTORS
---------- -----------------------------------------------------------------------------------------------
JUDE T. THOMAS L. JOHN A. ANTHONY D. LUCINDA S. ANN R. THOMAS F. JANET L. J. RICHARD
FUND NAME DRISCOLL BENNETT FRY KNERR LANDRETH LEVEN MADISON YEOMANS ZECHER
--------- -------- --------- ------- ---------- ---------- ------ --------- -------- ----------

Delaware Investments
Dividend and
Income Fund, Inc. None $193 $1,115 $1,198 $187 $1,146 $1,082 $1,069 $193
Delaware Investments
Global Dividend
and Income
Fund, Inc. None $ 95 $ 561 $ 602 $ 91 $ 553 $ 522 $ 516 $ 95
Delaware Investments
Arizona Municipal
Income Fund, Inc. None $ 54 $ 345 $ 367 $ 52 $ 319 $ 301 $ 298 $ 54
Delaware Investments
Colorado Insured
Municipal Income
Fund, Inc. None $ 90 $ 548 $ 585 $ 87 $ 536 $ 506 $ 500 $ 90
Delaware Investments
Florida Insured
Municipal Income
Fund None $ 44 $ 296 $ 315 $ 43 $ 263 $ 252 $ 249 $ 45
Delaware Investments
Minnesota
Municipal Income
Fund, Inc. None $ 46 $ 298 $ 317 $ 44 $ 269 $ 254 $ 251 $ 46
Delaware Investments
Minnesota
Municipal Income
Fund II, Inc. None $130 $ 765 $ 819 $126 $ 769 $ 726 $ 717 $130
Delaware Investments
Minnesota
Municipal Income
Fund III, Inc. None $ 31 $ 218 $ 231 $ 30 $ 183 $ 173 $ 171 $ 31
TOTAL COMPENSATION
FROM FUND COMPLEX
(86 FUNDS) FOR THE
12 MONTHS ENDED
MAY 31, 2005 None 24,167 127,150 136,858 23,367 135,167 127,667 126,000 24,167

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, Michael P. Bishof, Richelle S. Maestro and John J. O'Connor.
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. 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. 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. The
Funds believe that these requirements were met for fiscal year 2005, except that
management failed to timely file Form 3s on behalf of Thomas L. Bennett, Lucinda
S. Landreth and J. Richard Zecher.

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, Bennett, Fry, Knerr,
FUND Landreth, Leven and Zecher Madison and Yeomans
-----------------------------------------------------------------------------------------------------

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

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

INDEPENDENT ACCOUNTANTS AND AUDIT COMMITTEE REPORT

The firm of Ernst & Young LLP has been selected as the independent
registered public accounting firm ("independent auditors") 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 or 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 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: Thomas
L. Bennett, Thomas F. Madison, Janet L. Yeomans and J. Richard Zecher. 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, 2004
for DDF and DGF and ended March 31, 2005 for the Preferred Share Funds, and for
the fiscal year ended November 30, 2003 for DDF and DGF and ended March 31, 2004
for the Preferred Share Funds are set forth below:

----------------------------------------------------------------------------------------------------
AUDIT FEES AUDIT FEES
FOR FYE 11/30/04 FOR FYE 11/30/03
FUND AND 3/31/05 AND 3/31/04
----------------------------------------------------------------------------------------------------

Delaware Investments Dividend and Income Fund, Inc. $29,250 $26,025
Delaware Investments Global Dividend and Income Fund, Inc. $29,250 $26,025
Delaware Investments Arizona Municipal Income Fund, Inc. $18,950 $16,950
Delaware Investments Colorado Insured Municipal Income Fund, Inc. $18,950 $16,950
Delaware Investments Florida Insured Municipal Income Fund $18,950 $16,950
Delaware Investments Minnesota Municipal Income Fund, Inc. $18,950 $16,950
Delaware Investments Minnesota Municipal Income Fund II, Inc. $18,950 $16,950
Delaware Investments Minnesota Municipal Income Fund III, Inc. $18,950 $16,950
----------------------------------------------------------------------------------------------------

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, 2004 for DDF and DGF and ended
March 31, 2005 for the Preferred Share Funds and for the fiscal year ended
November 30, 2003 for DDF and DGF and ended March 31, 2004 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
comm. paper program rating agency reports for DDF and agreed-upon procedures
relating to the preferred share rating agency reports for the Preferred Share
Funds.

-------------------------------------------------------------------------------------------------------
AUDIT-RELATED FEES AUDIT-RELATED FEES
FOR FYE 11/30/04 FOR FYE 11/30/03
FUND AND 3/31/05 AND 3/31/04
-------------------------------------------------------------------------------------------------------

Delaware Investments Dividend and Income Fund, Inc. $8,320 $9,850
Delaware Investments Global Dividend and Income Fund, Inc. $ 0 $ 0
Delaware Investments Arizona Municipal Income Fund, Inc. $6,695 $9,900
Delaware Investments Colorado Insured Municipal Income Fund, Inc. $6,695 $9,900
Delaware Investments Florida Insured Municipal Income Fund $6,695 $9,900
Delaware Investments Minnesota Municipal Income Fund, Inc. $6,695 $9,900
Delaware Investments Minnesota Municipal Income Fund II, Inc. $6,700 $9,900
Delaware Investments Minnesota Municipal Income Fund III, Inc. $6,700 $9,900
-------------------------------------------------------------------------------------------------------

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 for the fiscal year ended November 30, 2004 for
DDF and DGF and ended March 31, 2005 for the Preferred Share Funds were $21,350,
and for the fiscal year ended November 30, 2003 for DDF and DGF and ended March
31, 2004 for the Preferred Share Funds were $15,750. 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, 2004 for DDF and DGF and ended March 31, 2005 for
the Preferred Share Funds, and for the fiscal year ended November 30, 2003 for
DDF and DGF and ended March 31, 2004 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 review of annual excise distribution
calculations.

----------------------------------------------------------------------------------------------------------
TAX FEES TAX FEES
FOR FYE 11/30/04 FOR FYE 11/30/03
FUND AND 3/31/05 AND 3/31/04
----------------------------------------------------------------------------------------------------------

Delaware Investments Dividend and Income Fund, Inc. $1,750 $1,250
Delaware Investments Global Dividend and Income Fund, Inc. $1,750 $1,250
Delaware Investments Arizona Municipal Income Fund, Inc. $1,750 $1,250
Delaware Investments Colorado Insured Municipal Income Fund, Inc. $1,750 $1,250
Delaware Investments Florida Insured Municipal Income Fund $1,750 $1,250
Delaware Investments Minnesota Municipal Income Fund, Inc. $1,750 $1,250
Delaware Investments Minnesota Municipal Income Fund II, Inc. $1,750 $1,250
Delaware Investments Minnesota Municipal Income Fund III, Inc. $1,750 $1,250
----------------------------------------------------------------------------------------------------------

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 $235,079 and $166,625 for the Funds' fiscal years ended
March 31, 2005 and March 31, 2004, respectively. The aggregate non-audit fees
billed by the independent auditors for services rendered to DDF and to its
investment adviser and other service providers under common control with the
investment adviser were $236,704 and $166,575 for the Fund's fiscal years ended
November 30, 2004 and November 30, 2003, respectively. The aggregate non-audit
fees billed by the independent auditors for services rendered to DGF and to its
investment advisers and other service providers under common control with the
investment advisers were $350,589 and $218,805 for the Fund's fiscal years ended
November 30, 2004 and November 30, 2003, 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 Ann R. Leven, 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 Advisers Ltd., an affiliate of DMC until it
was acquired through a venture comprised of certain members of its management
and a private equity firm, was a sub-adviser to DGF until September 24, 2004.

ADMINISTRATOR. Delaware Service Company, Inc., 2005 Market St.,
Philadelphia, PA 19103, an affiliate of DMC, 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 2006, shareholder proposals to be included in the Funds'
Combined Proxy Statement for that meeting must be received no later than March
8, 2006. 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. The persons designated as proxies will vote in their
discretion on any matter if the Funds do not receive notice of such matter prior
to May 23, 2006.

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, 2005)

Delaware Investments Dividend and Income Fund, Inc. 12,876,300

Delaware Investments Global Dividend and Income Fund, Inc. 5,985,582

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, 2005, 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 12,689,949 98.55%
Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004

Delaware Investments Global Cede & Co. 5,845,304 97.66%
Dividend and Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004

Delaware Investments Arizona Cede & Co. 2,905,372 97.42%
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Arizona CitiGroup Global Markets Inc. 164 65.60%
Municipal Income Fund, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series A New York, NY 10001

Mellon Trust of New England, 50 20.00%
National Association
Melissa Tarasovich
525 William Penn Place
Pittsburgh, PA 15259

UBS Financial Services Inc. 36 14.40%
Jane Flood
1200 Harbor Blvd.
Weehawken, NJ 07086

Delaware Investments Arizona CitiGroup Global Markets Inc. 250 100.00%
Municipal Income Fund, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series B New York, NY 10001

Delaware Investments Colorado Cede & Co. 4,625,550 95.63%
Insured Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Colorado CitiGroup Global Markets Inc. 261 65.25%
Insured Municipal Income Fund, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series A New York, NY 10001

Merrill Lynch, Pierce, Fenner & 126 31.50%
Smith Safekeeping
Veronica E. O'Neill
4 Corporate Place
Piscataway, NJ 08854

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

Delaware Investments Colorado Merrill Lynch, Pierce, Fenner & 226 56.50%
Insured Municipal Income Fund, Inc. Smith Safekeeping
Preferred Stock Veronica E. O'Neil
Series B 4 Corporate Place
Piscataway, NJ 08854

CitiGroup Global Markets Inc. 133 33.25%
Pat Haller
333 West 34th Street
New York, NY 10001

Wells Fargo Brokerage Services, LLC 37 9.25%
Grant Lindgren
608 Second Ave. S 5th Floor
Minneapolis, MN 55479

Delaware Investments Florida Cede & Co. 2,248,165 92.82%
Insured Municipal Income Fund P.O. Box 20
Common Shares Bowling Green Station
New York, NY 10004

Delaware Investments Florida CitiGroup Global Markets Inc. 120 60.00%
Insured Municipal Income Fund Pat Haller
Preferred Shares 333 West 34th Street
Series A New York, NY 10001

USB Financial Services Inc. 59 29.50%
Jane Flood
1200 Harbor Blvd.
Weekhawken, NJ 07086

Mellon Trust of New England, 17 8.50%
National Association
Melissa Tarasovich
525 William Penn Place
Pittsburgh, PA 15259

Delaware Investments Florida CitiGroup Global Markets Inc. 162 81.00%
Insured Municipal Income Fund Pat Haller
Preferred Shares 333 West 34th Street
Series B New York, NY 10001

USB Financial Services Inc. 38 19.00%
Jane Flood
1200 Harbor Blvd.
Weekhawken, NJ 07086

Delaware Investments Minnesota Cede & Co. 2,347,128 90.46%
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Minnesota CitiGroup Global Markets Inc. 333 83.25%
Municipal Income Fund, Inc. Pat Haller
Preferred Stock 333 West 34th Street
New York, NY 10001

Charles Schwab & Co., Inc. 45 11.25%
Ronnie Fuiava
Attn: Proxy Department
San Francisco, CA 94105

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

Delaware Investments Minnesota Cede & Co. 6,822,789 94.08%
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. 291 48.50%
Municipal Income Fund II, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series A New York, NY 10001

USB Financial Services Inc. 264 44.00%
Jane Flood
1200 Harbor Blvd.
Weekhawken, NJ 07086

Charles Schwab & Co., Inc. 45 7.50%
Ronnie Fuiava
Attn: Proxy Department
San Francisco, CA 94105

Delaware Investments Minnesota CitiGroup Global Markets Inc. 400 66.66%
Municipal Income Fund II, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series B New York, NY 10001

Pershing LLC 80 13.33%
Al Hernandez
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399

Merrill Lynch, Pierce, Fenner & 71 11.83%
Smith Safekeeping
Veronica O'Neill
4 Corporate Place
Piscataway, NJ 08854

Charles Schwab & Co., Inc. 34 5.60%
Ronnie Fuiava
Attn: Proxy Department
San Francisco, CA 94105

Delaware Investments Minnesota Cede & Co. 1,741,129 94.77%
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. 235 78.33%
Municipal Income Fund III, Inc. Pat Haller
Preferred Stock 333 West 34th Street
New York, NY 10001

Charles Schwab & Co., Inc. 58 19.33%
Ronnie Fuiara
Attn: Proxy Department
San Francisco, CA 94105

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(1) (hereinafter, "Directors") selected by the
Board, each of whom shall be independent(2) 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,(3) 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"(4)
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. The Chairperson and members of the Audit
Committee shall have two year terms, renewable for a maximum of
three terms. 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 AUDIT COMMITTEE.(5) 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
believes 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.(6) The Audit
Committee shall prepare an audit committee report as required by the SEC to be
included in the Fund's proxy statements.(7) 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.(8) The Audit Committee shall monitor the Fund's accounting and
financial reporting policies and 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(9) 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;(10)

(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;(11) to establish pre-approval policies
and procedures for the engagement of independent auditors to
provide audit and permissible non-audit services;(12) 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,(13) (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;(14) (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;(15)

(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);(16)

(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;(17)

(f) To discuss with management the Fund's guidelines and policies
with respect to risk assessment and risk management;(18)

(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;(19)

(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;(20)

(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;(21)

(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;(22) (ii) evaluating the lead partner of the
independent auditors;(23) (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;(24) and
(iv) reviewing the hiring by the Fund, its Investment Manager
and any Control Affiliate of employees or former employees of
the independent auditors;(25)

(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;(26)

(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;(27)

(m) To conduct an annual performance evaluation of the Audit
Committee;(28) 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.(29)

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.(30)

7. ANNUAL CHARTER REVIEW. The Audit Committee shall review this Charter
at least annually and recommend any changes to the Board of Directors.(31)

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

(1) NYSE 303.0 1 (B)(2)(a) and 303A.07(a).
(2) NYSE 303.01(B)(2) and 303A.06; SEC Reg. 240.10A-3(b)(1).
(3) NYSE 303.01 (B)(2)(b) and 303A.07(a), first paragraph of commentary.
(4) NYSE 303A.07(a), first paragraph of commentary requires that at least one member have accounting or related financial
management expertise; SEC Reg. 229.401(h); Item 3, Form N-CSR.
(5) NYSE 303A.07(c)(i); SEC Reg. 240.10A-3(b)(2).
(6) NYSE 303A.07(c)(i).
(7) SEC Reg. ss. 240.14a-101, Item 7(d)(3); Reg. S-K, Item 306.
(8) CFR Title 17, Chapter II, Part 205.
(9) SEC Reg. ss. 240. 10A-3(b)(2).
(10) NYSE 303.01(B)(1)(c).
(11) SEC Reg. ss. 210.2-01(c)(7) under Sarbanes-Oxley Act (SOX) ss. 202.
(12) Id.
(13) NYSE 303A.07(c)(iii)(E).
(14) NYSE 303A.07(c)(iii)(F).
(15) NYSE 303A.07(c)(iii)(B); SEC Reg. ss. 240.14a-101, Item 7(d)(3)(i), SEC Reg. ss. 229.306 under Reg. S-K.
(16) SEC Reg. ss. 210.02-07; SOX ss. 204; SEC Reg. ss. 240.14a-101, Item 9(e)(8).
(17) NYSE 303A.07(c)(iii)(C).
(18) NYSE 303A.07(c)(iii)(D).
(19) SEC Reg. ss. 240.13a-14; SOX ss. 302.
(20) SEC Reg. ss. 240.10A-3(b)(3).
(21) NYSE 303A.07(c)(iii)(A).
(22) NYSE 303.01(B)(1)(c).
(23) NYSE 303A.07(c)(iii)(A), first paragraph of commentary.
(24) Id.
(25) NYSE 303A.07(c)(iii)(G).
(26) Id.
(27) SEC Reg. ss. 240.10A-3(b)(4).
(28) NYSE 303A.07(c)(ii).
(29) NYSE 303A.07(c)(iii)(H).
(30) SEC Reg. ss. 240.10A-3(b)(4) and (5).
(31) NYSE 303.01(B)(1).

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 not less than 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. The Chairperson and members of the Committee shall have two-year
terms, renewable for a maximum of three (3) terms. 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

RICHELLE S. MAESTRO (AGE 47) Executive Vice President/General
Counsel/Secretary of the Funds and of the other 25 investment companies within
Delaware Investments, and of Delaware Management Company, 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., Delaware Investments U.S., Inc., Delaware General
Management, Inc., Delaware Management Company, Inc., Delaware Service Company,
Inc., Retirement Financial Services, Inc., Lincoln National Investment
Companies, Inc., LNC Administrative Services Corporation, Delaware Management
Business Trust, Delaware Distributors, Inc. and Delaware Distributors, L.P.;
Senior Vice President/General Counsel/Secretary of Delaware Management Trust
Company; and Vice President/General Counsel of Lincoln National Income Fund,
Inc. During the past five years, Ms. Maestro has served in various executive
capacities at different times within Delaware Investments. Ms. Maestro also
serves as Senior Vice President/Chief Legal Officer/Secretary for the six
portfolios of the Optimum Fund Trust, which has the same investment adviser as
the Funds.

MICHAEL P. BISHOF (AGE 42) Senior Vice President and Chief Financial
Officer of the Funds and of the other 25 investment companies within Delaware
Investments; Senior Vice President/Investment Accounting of Delaware Management
Company and Delaware Capital Management (each a series of Delaware Management
Business Trust), Delaware Service Company, Inc. and Delaware Distributors, L.P.;
Senior Vice President/Treasurer/Investment Accounting of Delaware Investment
Advisers (a series of Delaware Management Business Trust); and Chief Financial
Officer/Treasurer of Lincoln National Income Fund, Inc. During the past five
years, Mr. Bishof has served in various executive capacities at different times
within Delaware Investments. Mr. Bishof also serves as Senior Vice
President/Treasurer for the six portfolios of the Optimum Fund Trust, which has
the same investment adviser as the Funds.

JOHN J. O'CONNOR (AGE 48) Senior Vice President and Treasurer of the
Funds and of the other 25 investment companies within Delaware Investments;
Senior Vice President /Investment Accounting of Delaware Management Company (a
series of Delaware Management Business Trust) and Delaware Service Company,
Inc.; Senior Vice President/Investment Accounting/Assistant Treasurer of
Delaware Investment Advisers (a series of Delaware Management Business Trust).
During the past five years, Mr. O'Connor has served in various executive
capacities at different times with Delaware Investments. Mr. O'Connor also
serves as Senior Vice President/Assistant Treasurer for the six portfolios of
the Optimum Fund Trust, which has the same investment adviser as the Funds.

------------------------------------
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 17, 2005

Delaware
Investments(R)
-----------------------------------
PX-CE [--] IVES 6/05 A member of Lincoln Financial Group

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE UNDERSIGNED HEREBY APPOINTS MICHAEL P. BISHOF, RICHELLE S. MAESTRO AND JOHN
J. O'CONNOR, 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 17, 2005 AT 4:00 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) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

--------------------------------------------------------------------------------
* 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.

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________________________________________, 2005

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

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) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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

VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC. (CLASS B) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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 A) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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 AND INCOME FUND, INC. CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

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

DATE________________________________________, 2005

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

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 MICHAEL P. BISHOF, RICHELLE S. MAESTRO AND JOHN
J. O'CONNOR, 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 17, 2005 AT 4:00
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 AND INCOME FUND, INC. CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

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

DATE________________________________________, 2005

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

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

THE UNDERSIGNED HEREBY APPOINTS MICHAEL P. BISHOF, RICHELLE S. MAESTRO AND JOHN
J. O'CONNOR. 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 17, 2005 AT 4:00 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 FLORIDA INSURED MUNICIPAL INCOME FUND (COMMON) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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. (COMMON) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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) CHECK
PLEASE VOTE BY CHECKING (MARK) THE APPROPRIATE BOX
BELOW.
FOR WITHHOLD FOR ALL
1. TO ELECT THE FOLLOWING NOMINEES AS DIRECTORS OF THE FUND ALL ALL EXCEPT
|_| |_| |_|
01) THOMAS L. BENNETT 04) ANTHONY D. KNERR 07) THOMAS F. MADISON*
02) JUDE T. DRISCOLL 05) LUCINDA S. LANDRETH 08) JANET L. YEOMANS*
03) JOHN A. FRY 06) ANN R. LEVEN 09) J. RICHARD ZECHER |_ |_ |_

DATE________________________________________, 2005

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

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