VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND INC, DEF 14A, 1996-08-02

VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND INC
DEF 14A, 1996-08-02

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SCHEDULE 14A INFORMATION
PROXY PURSUANT TO SECTION14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

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

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c)
or ss. 240.14a-12

VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
-------------------------------------------------
(Name of Registrant as Specified in its Charter)

NOT APPLICABLE
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
[ ] Fee paid with filing of preliminary proxy statement

(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction :
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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, or the Form or Schedule and the date of its filing.
- --------------------------------------------------------------------------------
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------

90 South Seventh Street, Suite 4400
Minneapolis, Minnesota 55402

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 4, 1996

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
Voyageur Arizona Municipal Income Fund, Inc., Voyageur Colorado Insured
Municipal Income Fund, Inc., Voyageur Florida Insured Municipal Income Fund,
Voyageur Minnesota Municipal Income Fund, Inc., Voyageur Minnesota Municipal
Income Fund II, Inc. and Voyageur Minnesota Municipal Income Fund III, Inc.
(individually, a "Fund" and collectively, the "Funds") will be held at 9:00 a.m.
on Wednesday, September 4, 1996 at the Funds' offices, 90 South Seventh Street,
Suite 4400, Minneapolis, Minnesota 55402. The purposes of the meeting are as
follow:

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

2. To ratify or reject the selection by a majority of the independent
members of the Board of Directors or Trustees of each Fund of KPMG
Peat Marwick LLP as independent public accountants for each Fund for
the fiscal year ending March 31, 1997.

3. To vote in their discretion upon such other business as may properly
come before the meeting or any adjournment thereof.

Shareholders of record on July 18, 1996 are the only persons entitled to
notice of and to vote at the meeting.

Your attention is directed to the attached Proxy Statement. We hope you can
attend. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE UPCOMING MEETING, PLEASE
FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER
TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. WE RESPECTFULLY ASK FOR YOUR
COOPERATION IN RETURNING YOUR PROXY PROMPTLY. A stamped return envelope is
included for your convenience. If you are present at the meeting, you may then
revoke your proxy and vote in person, as explained in the Proxy Statement in the
section entitled "ANNUAL MEETING OF SHAREHOLDERS--SEPTEMBER 4, 1996."

Dated: August 2, 1996 Thomas J. Abood, Secretary

PROXY STATEMENT

VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
90 South Seventh Street, Suite 4400

Minneapolis, Minnesota 55402

ANNUAL MEETING OF SHAREHOLDERS--SEPTEMBER 4, 1996

The enclosed proxy is solicited by the Board of Directors or Trustees of
Voyageur Arizona Municipal Income Fund, Inc. ("Arizona Fund"), Voyageur Colorado
Insured Municipal Income Fund, Inc. ("Colorado Fund"), Voyageur Florida Insured
Municipal Income Fund ("Florida Fund"), Voyageur Minnesota Municipal Income
Fund, Inc. ("Minnesota Fund"), Voyageur Minnesota Municipal Income Fund II, Inc.
("Minnesota Fund II") and Voyageur Minnesota Municipal Income Fund III, Inc.
("Minnesota Fund III") in connection with the annual meeting of shareholders of
each Fund to be held on September 4, 1996, and at any adjournments thereof. The
costs of solicitation, including the cost of preparing and mailing the Notice of
Meeting of Shareholders and this Proxy Statement, will be allocated among all of
the Funds, and the mailing will take place on approximately July 18, 1996.
Representatives of the Funds may solicit proxies on behalf of management of the
Funds by means of mail, telephone or personal calls. All references in this
Proxy Statement to the Funds' Directors or Board of Directors shall also mean
the Trustees or Board of Trustees, as applicable, of Florida Fund.

A proxy may be revoked before the meeting by giving written notice of
revocation to the Secretary of the applicable Fund, or at the meeting prior to
voting. Unless revoked, properly executed proxies in which choices are not
specified by the shareholders will be voted "for" each item for which no choice
is specified, in accordance with the recommendation of the applicable Fund's
Board of Directors. In instances where choices are specified by the shareholders
in the proxy, those proxies will be voted or the vote will be withheld in
accordance with the shareholder's choice. With regard to the election of
directors, votes may be cast in favor or withheld; votes that are withheld will
be excluded entirely from the vote and will have no effect. Abstentions may be
specified on all proposals other than the election of directors and will be
counted as present for purposes of determining whether a quorum of shares is
present at the meeting with respect to the item on which the abstention is
noted, but will be counted as a vote "against" such item. Under the Rules of the
New York Stock Exchange, each of the proposals being considered at the meeting
is considered a "non-discretionary" proposal, which means that brokers who hold
Fund shares in street name for customers are authorized to vote on each such
proposal on behalf of their customers with or without specific voting
instructions from such customers. Should any other matters properly come before
the meeting, it is the intention of the persons named as proxies in the enclosed
proxy to act upon them according to their best judgment.

Only shareholders of record of each Fund on July 18, 1996, may vote at the
meeting or any adjournment thereof. As of July 18, 1996, there were issued and
outstanding preferred and common shares, each with a par value of $.01, of each
Fund as follows:
<TABLE>
<CAPTION>
COMMON SHARES PREFERRED SHARES
------------- ----------------
<S> <C> <C>
Arizona Fund.................................. 2,982,200 500
Colorado Fund................................. 4,837,100 800
Florida Fund ................................. 2,422,200 400
Minnesota Fund................................ 2,594,700 400
Minnesota Fund II............................. 7,252,200 1,200
Minnesota Fund III............................ 1,837,200 300
</TABLE>

Each shareholder of a Fund is entitled to one vote for each share held. None of
the matters to be presented at the meeting will entitle any shareholder to
cumulative voting or appraisal rights. No person, to the knowledge of Fund
management, was the beneficial owner of more than 5% of the voting shares of any
class of any of the Funds as of July 15, 1996.

In the event that sufficient votes are not received for the adoption of
either proposal, an adjournment or adjournments of the meeting may be sought.
Any adjournment would require a vote in favor of the adjournment by the holders
of a majority of the shares present at the meeting (or any adjournment thereof)
in person or by proxy. The persons named as proxies will vote all shares
represented by proxies which they are required to vote in favor of the
proposals, in favor of an adjournment and will vote all shares which they are
required to vote against the proposals, against the adjournment.

Voyageur Fund Managers, Inc. (the "Adviser") serves as the Funds'
investment adviser. The address of the Adviser is 90 South Seventh Street,
Minneapolis, Minnesota 55402.

A COPY OF THE ANNUAL REPORT TO SHAREHOLDERS OF THE FUNDS FOR THE FISCAL
YEAR ENDED MARCH 31, 1996, INCLUDING FINANCIAL STATEMENTS, WAS PREVIOUSLY MAILED
TO SHAREHOLDERS. IF YOU HAVE NOT RECEIVED THIS REPORT OR WOULD LIKE TO RECEIVE
ANOTHER COPY, PLEASE CONTACT THE FUNDS AT 90 SOUTH SEVENTH STREET, MINNEAPOLIS,
MINNESOTA 55402 OR CALL THE FUNDS AT 1-800-545-3863 AND ONE WILL BE SENT,
WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS.

PROPOSAL ONE
ELECTION OF DIRECTORS

Under the terms of each Fund's Articles of Incorporation (Agreement and
Declaration of Trust with respect to Florida Fund), in normal circumstances
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 the common shares, voting together as a single class. Table
I below shows the nominees for Director to be elected by holders of preferred
shares of each Fund and Table II below shows the nominees for Director to be
elected by holders of preferred shares and common shares of each Fund, voting
together as a single class.

It is intended that the enclosed proxy will be voted for the shares
represented thereby for the election of the persons named below as Directors of
each Fund unless such authority has been withheld in the proxy. The term of
office of each person elected will be until the next annual meeting of
shareholders or until a successor is duly elected and shall qualify. Pertinent
information regarding each nominee for the past five years is set forth
following his or her name below. Messrs. Frame, Nelson and Odegard have served
as Directors of each Fund since commencement of Fund operations. Messrs.
McNamara and Madison and Ms. Johnson have served as Directors of the Funds since
March 11, 1994, May 1, 1994 and April 21, 1995, respectively.

TABLE I
NOMINEES FOR DIRECTOR TO BE ELECTED BY
HOLDERS OF PREFERRED SHARES
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING PAST 5 YEARS
NAME, AGE AND BUSINESS ADDRESS (IN ADDITION TO SERVING AS DIRECTOR OF THE FUNDS)
- ------------------------------ -------------------------------------------------
<S> <C>
Clarence G. Frame (78) Of counsel, Briggs & Morgan law firm since 1984. Mr. Frame
W-875 currently serves on the board of directors of Tosco
First Trust National Bank Building Corporation (an oil refining and marketing company),
332 Minnesota Street Milwaukee Land Company, and Independence One Mutual Funds.
St. Paul, Minnesota 55101

James W. Nelson (54) Chairman and Chief Executive Officer of Eberhardt Holding
81 South Ninth Street, Suite 400 Company and its subsidiaries since 1990.
Minneapolis, Minnesota 55440
</TABLE>

<TABLE>
<CAPTION>
TABLE II
NOMINEES FOR DIRECTOR TO BE ELECTED BY
ALL SHAREHOLDERS

PRINCIPAL OCCUPATION DURING PAST 5 YEARS
NAME, AGE AND BUSINESS ADDRESS (IN ADDITION TO SERVING AS DIRECTOR OF THE FUNDS)
- ------------------------------ -------------------------------------------------------------
<S> <C>
B. Kristine Johnson (age 44) Senior Vice President, Executive Committee, Medtronic,
7000 Central Avenue N.E. Incorporated, a medical technology corporation, since April
Minneapolis, Minnesota 55432 1996; previously, Vice President and General Manager
Tachyarrhythmia Management Business, Medtronic Inc.; joined
Medtronic in 1982.

Richard F. McNamara (63) Chief Executive Officer of Activar, Inc., a
7808 Creekridge Circle Minneapolis-based holding company consisting of seventeen
Minneapolis, Minnesota 55439 companies in industrial plastics, sheet metal, automotive
aftermarket, construction supply, electronics and financial
services, since 1966. Mr. McNamara currently serves on the
board of directors of Rimage (electronics manufacturing) and
Interbank.

Thomas F. Madison (60) President and CEO of MLM Partners, Inc. since January 1993;
200 South Fifth Street previously, Vice Chairman--Office of the CEO, The Minnesota
Suite 2100 Mutual Life Insurance Company from February to September
Minneapolis, Minnesota 55402 1994; President of U.S. WEST Communications--Markets from
1988 to 1993. Mr. Madison currently serves on the board of
directors of Valmont Industries, Inc. (metal manufacturing),
Eltrax Systems, Inc. (data communications integration),
Minnesgasco, Lutheran Health Systems, Communications
Holdings, Inc., Alexander and Alexander (insurance and risk
management), Span Link Commmunications (telecommunications),
Medical Benefits Administrators, D&D Farms, AetherWorks
(sofware applications), Digital River (digital data
provider) and various civic and educational organizations.

Robert J. Odegard (75) Special Assistant to the President of the University of
University of Minnesota Foundation Minnesota since 1990.
1300 South Second Street
Minneapolis, Minnesota 55454
</TABLE>

As of July 15, 1996, the officers and directors of each Fund as a group
beneficially owned
less than 1% of each class of outstanding shares of such Fund.

The Board of Directors of each Fund has established an Audit Committee
consisting of Ms. Johnson and Messrs. Madison, McNamara, Nelson, Odegard and
Frame, who serves as chairperson. During the fiscal year ended March 31, 1996,
the Audit Committee met two times. The Funds do not have special nominating or
compensation committees.

The functions to be performed by the Audit Committee are to recommend
annually to the Board a firm of independent certified public accountants to
audit the books and records of the Funds for the ensuing year; to monitor that
firm's performance; to review with the firm the scope and results of each audit
and determine the need, if any, to extend audit procedures; to confer with the
firm and representatives of the Funds on matters concerning the Funds' financial
statements and reports including the appropriateness of its accounting practices
and of its financial controls and procedures; to evaluate the independence of
the firm; to review procedures to safeguard portfolio securities; to review the
purchase by the Funds from the firm of non-audit services; to review all fees
paid to the firm; and to facilitate communications between the firm and the
Funds' officers and Directors.

For the fiscal year ended March 31, 1996, there were four meetings of he
Board of Directors of each Fund. All Directors attended at least 75% of the
aggregate of the meetings of the Board of Directors and meetings of committees
of which they were members that were held while they were serving on the Board
of Directors or on such committee.

No compensation is paid by the Funds to any officers or Directors, except
that each Director who is not an employee of the Adviser or any of its
affiliates receives an annual fee of $26,000 for serving as a director of all of
the investment companies for which the Adviser acts as investment adviser, plus
a $500 fee for each special in-person meeting attended by such Director. (Ms.
Johnson currently serves as a Director solely of the closed-end Funds which are
the subject of this Proxy Statement.) These fees are allocated among such
investment companies based on their relative average net asset values. In
addition, each Director who is not an employee of the Adviser or any of its
affiliates is reimbursed for expenses incurred in connection with attending
meetings.

The following table sets forth the aggregate compensation received by each
Director from each Fund during the fiscal year ended March 31, 1996, as well as
the total compensation received by each such Director from the Funds and all
other open-end and closed-end investment companies managed by the Adviser (the
"Fund Complex") during the calendar year ended December 31, 1995.
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION FROM: MR. FRAME MS. JOHNSON MR. MCNAMARA MR. MADISON MR. NELSON MR. ODEGARD
- ------------------ --------- ----------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Arizona Fund $ 606 $ 2,543 $ 606 $ 458 $ 606 $ 606
Colorado Fund $ 978 $ 4,089 $ 978 $ 740 $ 978 $ 978
Florida Fund $ 489 $ 2,054 $ 489 $ 370 $ 489 $ 489
Minnesota Fund $ 531 $ 2,224 $ 531 $ 401 $ 531 $ 531
Minnesota Fund II $ 1,457 $ 6,109 $ 1,457 $ 1,101 $ 1,457 $ 1,457
Minnesota Fund III $ 352 $ 1,480 $ 266 $ 266 $ 352 $ 352

Total Compensation
from Fund Complex ** $ 24,500 $ 12,500 $ 24,500 $ 24,500 $ 24,500 $ 24,500
</TABLE>

* Mr. Harley Danforth, who retired as a Director of the Funds in January
1995, acted as a consultant to the Directors through January 1996. For his
services, he received a fee of $20,000 allocated among all of the
investment companies for which the Adviser acts as investment adviser.
** Consists of 16 open-end and closed-end investment companies managed by the
Adviser, including the Funds. Each Director included in the table serves on
the board of each such open-end and closed-end investment company, except
that Ms. Johnson currently serves as a Director solely of the closed-end
Funds which are the subject of this Proxy Statement.

The Adviser and the Directors each recommend that the shareholders of each
Fund vote in favor of the foregoing nominees to serve as Directors of each Fund.
The vote of a majority of the preferred shares of each Fund represented at the
meeting, provided at least a quorum (33-1/3% of such shares entitled to vote) is
represented in person or by proxy, is sufficient for the election of the above
nominees listed under Table I. The vote of a majority of the preferred shares
and the common shares of each Fund represented at the meeting, provided at least
a quorum (majority of the outstanding preferred shares and common shares, voting
together as a single class) is represented in person or by proxy, is sufficient
for the election of the above nominees listed under Table II. Unless otherwise
instructed, the proxies will vote, on behalf of the holders of the preferred
shares, for the two nominees listed under Table I, and on behalf of the holders
of the preferred shares and common shares voting together as a single class, for
the four nominees listed under Table II.

PROPOSAL TWO
RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS

The Investment Company Act of 1940, as amended (the "1940 Act"), provides
that every registered investment company shall be audited at least once each
year by independent public accountants selected by a majority of the directors
of the investment company who are not interested persons of the investment
company or its investment adviser. The 1940 Act requires that the selection be
submitted for ratification or rejection by the shareholders at their next annual
meeting following the selection.

The Directors, including a majority who are not interested persons of the
Adviser or the Funds, have selected KPMG Peat Marwick LLP to be each Fund's
independent public accountants for the fiscal year ending March 31, 1997. KPMG
Peat Marwick LLP has no direct or material indirect financial interest in the
Funds or in the Adviser. KPMG Peat Marwick LLP receives fees for services to the
Funds. KPMG Peat Marwick LLP also serves as the independent public accountants
for each of the other investment companies managed by the Adviser. KPMG Peat
Marwick LLP has been the independent public accountants for each Fund since its
inception.

Representatives of KPMG Peat Marwick LLP are expected to be present at the
meeting. Such representatives will be given the opportunity to make a statement
to the shareholders if they desire to do so and are expected to be available to
respond to any questions that may be raised at the meeting.

THE DIRECTORS RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE IN FAVOR OF
THE RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT
PUBLIC ACCOUNTANTS FOR EACH FUND. The vote of a majority of the shares of each
Fund represented at the meeting, provided at least a quorum (majority of the
outstanding preferred shares and common shares, voting together as a single
class) is represented in person or by proxy, is sufficient for the ratification
of the selection of the independent public accountants. Unless otherwise
instructed, the proxies will vote for the ratification of the selection of KPMG
Peat Marwick LLP as each Fund's independent public accountants.

EXECUTIVE FUND OFFICERS

Certain information on the executive officers of the Funds is set forth
below. Each officer's position and term of office is provided in addition to his
or her business experience during the past five years. Unless otherwise
indicated, all positions have been held more than five years. None of the
officers or Directors of the Funds have family relationships with other officers
or Directors of the Funds.
<TABLE>
<CAPTION>
POSITION AND TERM OF OFFICE WITH THE FUNDS AND
NAME AGE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
- ---- --- ------------------------------------------------------------
<S> <C> <C>
John G. Taft 41 President of the Funds since November 1993; President (since
1991) and Director (since 1993) of the Adviser; Director
(since 1993) and Executive Vice President of Voyageur Fund
Distributors, Inc. (the "Underwriter"); Management Committee
member of the Adviser from 1991 to 1993.

Andrew M. McCullagh, Jr. 47 Executive Vice President of the Funds; Portfolio Manager of
the Adviser; previously, Director of the Adviser and the
Underwriter from 1993 to 1995.

Jane M. Wyatt 41 Executive Vice President of the Funds since March 1994;
Director and Chief Investment Officer of the Adviser since
1993; Director of the Underwriter since 1993; Executive Vice
President and Portfolio Manager of the Adviser from 1992 to
1993; Vice President and Portfolio Manager of the Adviser
from 1989 to 1992.

Elizabeth H. Howell 34 Vice President of the Funds since March 1994; Senior Tax
Exempt Portfolio Manager of the Adviser.

James C. King 55 Vice President of the Funds since March 1994; Director of
the Adviser and the Underwriter since 1993; Executive Vice
President and Senior Equity Portfolio Manager of the
Adviser.

Steven P. Eldredge 40 Vice President of the Funds since March 1996; Senior Vice
President and Senior Tax Exempt Portfolio Manager of
Voyageur since 1995; previously, portfolio manager for ABT
Mutual Funds from 1989 to 1995.

Thomas J. Abood 32 Secretary of the Funds since October 1994; Senior Vice
President and General Counsel of the Adviser, the
Underwriter and Voyageur Companies, Inc. since October 1995;
Vice President of the Adviser and Voyageur Companies, Inc.
from 1994 to 1995; previously, associated with the law firm
of Skadden, Arps, Slate, Meagher and Flom in Chicago,
Illinois from 1988 to 1994.

Kenneth R. Larsen 33 Treasurer of the Funds; Treasurer of the Adviser and the
Underwriter; previously, Director of the Adviser and the
Underwriter from 1990 to 1993; Secretary and Treasurer of
the Adviser and the Underwriter from 1990 to 1993; Chief
Financial Officer (from 1991 to 1995), Director (from 1993
to 1995) and Secretary (from 1990 to 1993).

</TABLE>

SUPPLEMENTAL INFORMATION

Except as noted in the following sentence and based on Fund records and
other information, each Fund believes that all SEC filing requirements
applicable to its Directors, officers, the Adviser and companies affiliated with
the Adviser, pursuant to Section 16(a) of the Securities Exchange Act of 1934,
with respect to the Funds' fiscal year ended March 31, 1996, were met. Form 5
Annual Statement of Changes in Beneficial Ownership were untimely filed for Mr.
Taft, Ms. Wyatt, Ms. Howell and the Adviser on July 17, 1996.

SHAREHOLDER PROPOSALS

Any proposal by a shareholder to be presented at the next Annual Meeting
should be sent to the Funds' offices at 90 South Seventh Street, Suite 4400,
Minneapolis, Minnesota 55402, to the attention of the Funds' Secretary no later
than March 21, 1997.

Dated: August 2, 1996 Thomas J. Abood, Secretary

VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J.
Abood, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
the Voyageur Arizona Municipal Income Fund, Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
September 4, 1996, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote:

______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

NOMINEES: B. Kristine Johnson, Richard F. McNamara, Thomas F. Madison and
Robert J. Odegard (Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below.)

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

2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ the ratification of the
selection of KPMG Peat Marwick LLP, as independent public accountants
for the Fund.

To vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS
ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE
ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

Dated:________________________________________________, 1996
____________________________________________________________
____________________________________________________________
IMPORTANT: Please date and sign this Proxy. If the stock is
held jointly, signature should include both names.
Executors, administrators, trustees, guardians, and others
signing in a representative capacity should give their full
title as such.

VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

THE PROXIES ARE INSTRUCTED:

1. To vote:

______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

NOMINEES: Clarence G. Frame, B. Kristine Johnson, Richard F. McNamara,
Thomas F. Madison and James W. Nelson, Robert J. Odegard (Instruction: To
withhold authority to vote for any individual nominee, write that nominee's name
on the line provided below.)

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

2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ the ratification of the
selection of KPMG Peat Marwick LLP, as independent public accountants
for the Fund.

To vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J.
Abood, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
the Voyageur Colorado Insured Municipal Income Fund, Inc. (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
September 4, 1996, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote:

______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

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

2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ the ratification of the
selection of KPMG Peat Marwick LLP, as independent public accountants
for the Fund.

To vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J.
Abood, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
the Voyageur Colorado Insured Municipal Income Fund, Inc. (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
September 4, 1996, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote:

______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

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

2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ the ratification of the
selection of KPMG Peat Marwick LLP, as independent public accountants
for the Fund.

To vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J.
Abood, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
the Voyageur Florida Insured Municipal Income Fund, Inc. (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
September 4, 1996, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote:

______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

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

2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ the ratification of the
selection of KPMG Peat Marwick LLP, as independent public accountants
for the Fund.

To vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J.
Abood, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
the Voyageur Florida Insured Municipal Income Fund, Inc. (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
September 4, 1996, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote:

______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

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

2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ the ratification of the
selection of KPMG Peat Marwick LLP, as independent public accountants
for the Fund.

To vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J.
Abood, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
the Voyageur Minnesota Municipal Income Fund, Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
September 4, 1996, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote:

______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

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

2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ the ratification of the
selection of KPMG Peat Marwick LLP, as independent public accountants
for the Fund.

To vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J.
Abood, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
the Voyageur Minnesota Municipal Income Fund, Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
September 4, 1996, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote:

______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

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

2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ the ratification of the
selection of KPMG Peat Marwick LLP, as independent public accountants
for the Fund.

To vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J.
Abood, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
the Voyageur Minnesota Municipal Income Fund II, Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
September 4, 1996, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote:

______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

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

2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ the ratification of the
selection of KPMG Peat Marwick LLP, as independent public accountants
for the Fund.

To vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J.
Abood, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
the Voyageur Minnesota Municipal Income Fund II, Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
September 4, 1996, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote:

______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

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

2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ the ratification of the
selection of KPMG Peat Marwick LLP, as independent public accountants
for the Fund.

To vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J.
Abood, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
the Voyageur Minnesota Municipal Income Fund III, Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
September 4, 1996, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote:

______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

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

2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ the ratification of the
selection of KPMG Peat Marwick LLP, as independent public accountants
for the Fund.

To vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.

VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J.
Abood, and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all shares of
the Voyageur Minnesota Municipal Income Fund III, Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
September 4, 1996, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote:

______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below

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

2. To vote: FOR_____ AGAINST_____ ABSTAIN_____ the ratification of the
selection of KPMG Peat Marwick LLP, as independent public accountants
for the Fund.

To vote in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.