VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND INC, DEF 14A, 1999-10-07

VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND INC
DEF 14A, 1999-10-07

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SCHEDULE 14A INFORMATION

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

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 Sec. 240.14a-11(c) or Sec. 240.14a-12

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

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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:

[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
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:
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1
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SCHEDULE 14A INFORMATION

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

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

Check the appropriate box:

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

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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:

1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------

3) Filing Party:
------------------------------------------------------------

4) Date Filed:
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2
<PAGE>

SCHEDULE 14A INFORMATION

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

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

Check the appropriate box:

Voyageur Arizona Municipal Income Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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:

1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------

3) Filing Party:
------------------------------------------------------------

4) Date Filed:
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3
<PAGE>

SCHEDULE 14A INFORMATION

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

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

Check the appropriate box:

Voyageur Colorado Insured Municipal Income Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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:

1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------

3) Filing Party:
------------------------------------------------------------

4) Date Filed:
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4
<PAGE>

SCHEDULE 14A INFORMATION

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

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

Check the appropriate box:

Voyageur Florida Insured Municipal Income Fund
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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:

1) Amount Previously Paid:
------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------

3) Filing Party:
------------------------------------------------------------

4) Date Filed:
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5
<PAGE>

SCHEDULE 14A INFORMATION

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

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

Check the appropriate box:

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

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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:

1) Amount Previously Paid:
------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------

3) Filing Party:
------------------------------------------------------------

4) Date Filed:
------------------------------------------------------------

6
<PAGE>

SCHEDULE 14A INFORMATION

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

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

Check the appropriate box:

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

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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:

1) Amount Previously Paid:
------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------

3) Filing Party:
------------------------------------------------------------

4) Date Filed:
------------------------------------------------------------

7
<PAGE>

SCHEDULE 14A INFORMATION

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

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

Check the appropriate box:

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

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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:

1) Amount Previously Paid:
------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------

3) Filing Party:
------------------------------------------------------------

4) Date Filed:
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DELAWARE(SM)
INVESTMENTS
- ---------------------
Philadelphia o London

COMBINED PROXY STATEMENT AND
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, NOVEMBER 1, 1999

To the Shareholders of:
Delaware Group Dividend and Income Fund, Inc.
Delaware Group Global Dividend and Income Fund, Inc.
Voyageur Arizona Municipal Income Fund, Inc.
Voyageur Colorado Insured Municipal Income Fund, Inc.
Voyageur Florida Insured Municipal Income Fund
Voyageur Minnesota Municipal Income Fund, Inc.
Voyageur Minnesota Municipal Income Fund II, Inc.
Voyageur Minnesota Municipal Income Fund III, Inc.

This is your official notice that the Joint Annual Meeting of Shareholders of
each Delaware Investments closed-end registered investment company listed above
(each individually, a "Fund" and, collectively, the "Funds") will be held at the
Union League of Philadelphia, 140 South Broad Street, Philadelphia, Pennsylvania
on Monday, November 1, 1999 at 10:00 a.m. The purpose of the meeting is to
consider and act upon the following Proposals and to transact any other business
that properly comes before the meeting and any adjournments of the meeting.

The purposes of the Joint Annual Meeting are as follows:
1. To elect a Board of Directors (or Trustees) for each Fund
2. To ratify the selection of Ernst & Young LLP as Independent Auditors for
each Fund

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

/s/ Wayne A. Stork
- --------------------------
Wayne A. Stork
Chairman

September 30, 1999

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This page intentionally left blank

<PAGE>
DELAWARE(SM) 1818 Market Street
INVESTMENTS Philadelphia, PA 19103
- --------------------- 1-800-362-7500
Philadelphia o London

PROXY STATEMENT

JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, NOVEMBER 1, 1999

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
Monday, November 1, 1999 at 10:00 a.m. at the Union League of Philadelphia, 140
South Broad Street, Philadelphia, Pennsylvania and/or at any adjournments of the
meeting (hereafter, the "Meeting").

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

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

Each shareholder may cast one vote for each full share and a partial vote
for each partial share of a Fund that they owned of record on September 16,
1999. Exhibit A shows the number of shares of each Fund that were outstanding on
the record date and Exhibit B lists the shareholders who owned 5% or more of
each Fund on that date. It is expected that this Proxy Statement and the
accompanying Proxy Card(s) will be mailed to shareholders of record on or about
October 6, 1999.

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 cost of the
solicitation is being borne by the Funds. The Funds may reimburse banks, brokers
or dealers for their reasonable expenses in forwarding soliciting materials to
beneficial owners of the Funds' shares.

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

<PAGE>

addition to the right to vote for the remaining Directors together with the
holders of the common shares.

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

In the event that a quorum is not present or if sufficient votes are not
received for the adoption of any Proposal, management may propose an adjournment
or adjournments of the Meeting for a Fund. Any adjournment would require a vote
in favor of the adjournment by the holders of a majority of the shares present
at the Meeting in person or by proxy. In such circumstances, the persons named
as proxies will vote in favor of any proposed adjournment.

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

You are being asked to vote to elect each of the current members of the
Board of Directors for your Fund. The nominees are: Wayne A. Stork, David K.
Downes, Walter P. Babich, Anthony D. Knerr, Ann R. Leven, Thomas F. Madison,
Charles E. Peck and Janet L. Yeomans. In addition, shareholders of Delaware
Group Dividend and Income Fund, Inc. and Delaware Group Global Dividend and
Income Fund, Inc. are being asked to re-elect John H. Durham, who is also a
current member of the Board of Directors of each of those Funds. Mr. Durham is
not currently a member of the Boards of the Voyageur Funds and is not a nominee
for the Boards of those Funds.

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

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 to vote for
a substitute nominee or nominees as recommended by the existing Board of
Directors.

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

*Wayne A. Stork (age 62) Chairman and Director/Trustee of each Fund and 25
other investment companies within Delaware Investments; Chairman and Director of
Delaware Management Holdings, Inc.; and Director of Delaware International
Advisers Ltd. Prior to January 1, 1999, Mr. Stork was Chairman and Director of
Delaware Capital Management, Inc.;

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

<PAGE>

Chairman, President, Chief Executive Officer and Director of DMH Corp., Delaware
Distributors, Inc. and Founders Holdings, Inc.; Chairman, President, Chief
Executive Officer, Chief Investment Officer and Director/Trustee of Delaware
Management Company, Inc. and Delaware Management Business Trust; Chairman,
President, Chief Executive Officer and Chief Investment Officer of Delaware
Management Company (a series of Delaware Management Business Trust); Chairman,
Chief Executive Officer and Chief Investment Officer of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Chairman, Chief
Executive Officer and Director of Delaware International Advisers Ltd., Delaware
International Holdings Ltd. and Delaware Management Holdings, Inc.; President
and Chief Executive Officer of Delvoy, Inc.; Chairman of Delaware Distributors,
L.P.; Director of Delaware Service Company, Inc. and Retirement Financial
Services, Inc. During the five years prior to January 1, 1999, Mr. Stork also
served in various other executive capacities at different times within Delaware
Investments.

*David K. Downes (age 59) President, Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer and Director/Trustee of each Fund and
25 other investment companies within Delaware Investments; President and
Director of Delaware Management Company, Inc.; President, Chairman, Chief
Executive Officer and Director of Delaware Service Company, Inc.; President,
Chief Operating Officer, Chief Financial Officer and Director of Delaware
International Holdings Ltd.; President, Chief Executive Officer and Director of
Delaware Capital Management, Inc.; President of Delaware Management Company (a
series of Delaware Management Business Trust); Chairman and Director of Delaware
Management Trust Company and Retirement Financial Services, Inc.; Executive Vice
President, Chief Operating Officer and Chief Financial Officer of Delaware
Management Holdings, Inc., Founders CBO Corporation, Delaware Investment
Advisers (a series of Delaware Management Business Trust) and Delaware
Distributors, L.P.; Executive Vice President, Chief Financial Officer, Chief
Administrative Officer and Trustee of Delaware Management Business Trust;
Executive Vice President, Chief Operating Officer, Chief Financial Officer and
Director of DMH Corp., Delaware Distributors, Inc., Founders Holdings, Inc. and
Delvoy, Inc.; Director of Delaware International Advisers Ltd. During the past
five years, Mr. Downes has served in various executive capacities at different
times within Delaware Investments.

Walter P. Babich (age 72) Director/Trustee of each Fund and 25 other
investment companies within Delaware Investments; Board Chairman of Citadel
Constructors, Inc. (commercial building construction), 1988 to present; Partner
of I&L Investors, 1988-1991; Partner of Irwin & Leighton Partnership (building
construction), 1986-1988.

John H. Durham (age 62) Director/Trustee of Delaware Group Dividend and
Income Fund, Inc. and Delaware Group Global Dividend and Income Fund, Inc. and
17 other investment companies within Delaware Investments; Director Emeritus of
14 investment companies within Delaware Investments; Private investor; Partner
of Complete Care Services, 1995-1999; Director Emeritus of all 33 investment
companies within Delaware Investments, 1995-1998; reappointed to the Boards of
the 19 investment companies for which he currently serves as Director in 1998;
Consultant to Delaware Investments, 1991-1997; Chairman of the Board of each
investment company within Delaware Investments, 1986-1991; President of each
investment company within Delaware Investments, 1977-1990; Chief Executive
Officer of each investment company within Delaware Investments, 1984-1990. Prior
to 1992, with respect to Delaware Management Holdings, Inc., Delaware Management
Company, Inc., Delaware Distributors, Inc. and Delaware Service Company, Inc.,
Mr. Durham served as a director and in various executive capacities at different
times.

- -------------------
* This nominee is considered to be an "interested person" of the Funds as that
term is defined in the 1940 Act, because he is affiliated with the investment
manager of the Funds.

<PAGE>

Anthony D. Knerr (age 60) Director/Trustee of each Fund and 25 other
investment companies within Delaware Investments; Founder and Managing Director,
Anthony Knerr & Associates (strategic consulting company to major non-profit
institutions and organizations), 1991 to present; Founder and Chairman of the
Publishing Group, Inc., 1988-1990; Executive Vice President/Finance and
Treasurer of Columbia University, 1982-1988; Lecturer of English at Columbia
University, 1987-1989.

Ann R. Leven (age 58) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; Treasurer, National Gallery of Art, 1994
to present; Director of four investment companies sponsored by Acquila
Management Corporation, 1985-1998; Deputy Treasurer of the National Gallery of
Art, 1990-1994; Treasurer and Chief Fiscal Officer of the Smithsonian
Institution, 1984-1990; Adjunct Professor at Columbia Business School,
1975-1992.

Thomas F. Madison (age 63) Director/Trustee of each Fund and 25 other
investment companies within Delaware Investments; President and Chief Executive
Officer of MLM Partners Inc. (consulting), 1993 to present; Chairman of
AetherWorks Inc. (computer telephoney), September 1999 to present and Director,
1992 to present; Director of Valmont Industries (irrigation systems and steel
pole manufacturing), 1987 to present; Director of Minnegasco, Span Link
Communications (software), 1995 to present; Director of ACI Telecentrics
(outbound telemarketing and telecommunications), 1996 to present; Director of
Aon Risk Services (risk management consulting and insurance brokerage), 1995 to
present; Director of Digital River (e-commerce internet software), 1996 to
present; Director of Banner Health Systems, 1991 to present; Chairman of the
Board of Communications Holdings, Inc., 1996-1999; Vice Chairman--Office of the
CEO of The Minnesota Mutual Life Insurance Company, February to September, 1994;
Director of Eltrax Systems, Inc. (data communications integration), 1993-1999.

Charles E. Peck (age 73) Director/Trustee of each Fund and 25 other
investment companies within Delaware Investments; Retired; Secretary/Treasurer,
Enterprise Homes, Inc., 1992 to present; Chairman and Chief Executive Officer of
The Ryland Group (residential construction), Inc., 1981-1990.

Janet L. Yeomans (age 51) Director/Trustee of each Fund and 25 other
investment companies within Delaware Investments; Vice President and Treasurer
of the 3M Corporation, 1995 to Present; President of 3M Investment Management
Corporation since its inception in 1999; Director of Benefit Funds and Financial
Markets for the 3M Corporation, 1987-1995; Manager of Benefit Fund Investments
for the 3M Corporation, 1985-1987; Manager of Pension Funds for the 3M
Corporation, 1983-1985; Consultant, Investment Technology Group of Chase
Econometrics, 1982-1983; Consultant for Data Resources, 1980-1982; Programmer
for the Federal Reserve Bank of Chicago, 1970-1974.

Board and Committee Meetings. During the twelve months ended September 30,
1999, each Fund held seven Board meetings. All of the Directors attended at
least 75% of those meetings during the time which they served as Director.

Each Fund has an Audit Committee for the purpose of meeting, at least
annually, with the Fund's officers and independent auditors to oversee the
quality of financial reporting and the internal controls of the 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, all of whom are considered to be independent because they are not
"interested persons" under the 1940 Act: Ann R. Leven, Chairperson, Anthony D.
Knerr, Thomas F. Madison and Charles E. Peck (Mr. Peck replaced Walter P. Babich
on the Committee beginning in June, 1999). Members of the Audit Committee serve
for three years or until their

<PAGE>
successors have been appointed and qualified. The Audit Committee held four
meetings for each Fund during the twelve months ended September 30, 1999.

Each Board of Directors also has a Nominating Committee, which meets for
the purpose of proposing nominees to serve as Directors. Nominees are considered
by the full Board of Directors for each Fund and, when appropriate, by
shareholders at annual or special shareholder meetings. The Nominating Committee
of each Fund currently consists of the following three Directors appointed by
the Board: Anthony D. Knerr and Charles E. Peck, both of whom are independent,
and Wayne A. Stork. The selection and nomination of the independent Director
nominees is committed to the discretion of the present independent Directors.
The Nominating Committee will consider suggestions for Board of Directors
nominations from shareholders. Shareholders who wish to suggest candidates for
nomination to the Boards of Directors at any future annual meeting should
identify the candidate and furnish a written statement of the person's
qualifications to the Nominating Committee at the principal executive offices of
the Funds.

Board Compensation. Each independent Director receives compensation from
each Fund of which he/she is a member of the Board of Directors. The interested
Directors are compensated by the investment manager and do not receive
compensation from the Funds. Each independent Director (other than John H.
Durham) currently receives a total annual retainer fee of $38,000 for serving as
a Director for all 33 investment companies within Delaware Investments, plus
$3,145 for each set of Board meetings attended (seven regular meetings). John H.
Durham currently receives a total annual retainer fee of $32,180 for serving as
a Director for 19 investment companies within Delaware Investments, plus $1,810
for each set of Board meetings attended. Members of the Audit Committee
currently receive additional annual compensation of $5,000 from all of the
investment companies within Delaware Investments in the aggregate, with the
exception of the chairperson, who receives $6,000.

Under the terms of each Fund's retirement plan for Directors, each
independent Director who, at the time of his or her retirement from the Board of
Directors, has attained the age of 70 and has served on the Board of Directors
for at least five continuous years, is entitled to receive payments from the
investment companies for a period of time equal to the lesser of the number of
years that the person served as a Director or the remainder of the person's
life. The annual amount of such payments will be equal to the amount of the
annual retainer that is paid to Directors of the investment companies at the
time of the person's retirement. If an eligible Director of each investment
company within the Delaware Investments family had retired as of August 31,
1999, he or she would have been entitled to annual payments in an amount equal
to the annual retainer fee noted in the previous paragraph. The following table
identifies the amount each Director received from each Fund during its last
fiscal year and from the investment companies within Delaware Investments as a
whole during the twelve months ended August 31, 1999.

<PAGE>
<TABLE>
<CAPTION>
Wayne A. David K. Walter P. John H. Anthony D. Ann R. Thomas F. Charles E. Janet L.
Fund Name Stork Downes Babich Durham(1) Knerr Leven Madison Peck Yeomans(2)
- --------- --------- ------- --------- --------- ---------- ------ --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Delaware Group
Dividend and
Income Fund, Inc. None None $1,345 $890 $1,345 $1,360 $1,306 $1,267 N/A
Delaware Group
Global Dividend
and Income
Fund, Inc. None None $967 $667 $967 $974 $950 $933 N/A
Voyageur Arizona
Municipal Income
Fund, Inc. None None $857 N/A $857 $861 $853 $836 $95
Voyageur Colorado
Insured Municipal
Income Fund, Inc. None None $965 N/A $965 $972 $960 $932 $95
Voyageur Florida
Insured Municipal
Income Fund None None $824 N/A $824 $828 $821 $808 $95
Voyageur Minnesota
Municipal Income
Fund, Inc. None None $831 N/A $831 $835 $828 $814 $95
Voyageur Minnesota
Municipal Income
Fund II, Inc. None None $1,105 N/A $1,105 $1,115 $1,096 $1,056 $95
Voyageur Minnesota
Municipal Income
Fund III, Inc. None None $781 N/A $781 $784 $779 $770 $95
Total Compensation
From All Investment
Companies in Delaware
Investments for the
12 months ended
August 31, 1999 None None $59,525 $49,989 $65,168 $66,167 $65,168 $62,667 $28,405
</TABLE>

(1) Mr. Durham is not a member of the Board of Directors of any Voyageur Fund.
(2) Ms. Yeomans was appointed to the Board of Directors on April 16, 1999 to
replace W. Thacher Longstreth, who retired.

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: Wayne A. Stork,
David K. Downes, Richard G. Unruh, H. Thomas McMeekin, Richard J. Flannery, Eric
E. Miller, Michael P. Bishof, Joseph H. Hastings, Mitchell L. Conery, Patrick P.
Coyne, Michael J. Dugan, Elizabeth H. Howell, Paul A. Matlack and Andrew M.
McCullagh. Exhibit D includes biographical information and the past business
experience of such officers, except for Mr. Stork and Mr. Downes, whose
information is set forth above along with the other Directors. The Exhibit also
identifies which officers are also officers of DMC, the investment manager of
each Fund, or Delaware International Advisers Ltd. ("DIAL"), the sub-adviser to
Delaware Group Global Dividend and Income Fund, Inc. The above officers of the
Funds own shares of common stock and/or options to purchase shares of common
stock of Lincoln National Corporation ("LNC"), the ultimate parent of DMC and
DIAL. They are considered to be "interested persons" of the Funds under the 1940
Act.

6
<PAGE>

Section 16 of the Securities Exchange Act of 1934, as amended, requires
that directors, certain officers, and persons who own more than ten percent of a
fund's common stock, as well as a fund's investment manager or sub-adviser and
certain affiliated persons of the investment manager or sub-adviser, file with
the SEC and the relevant securities exchange, reports of their ownership and
changes in ownership of such common stock on Forms 3, 4 and 5. Such filing
persons are required by SEC regulations to furnish to each such fund copies of
all Forms 3, 4 and 5 that they file.

Based upon a review of these filings and certain written representatives
from such persons that no other reports were required to be filed, the Funds
believe that, except as noted below, the requirements of Section 16 were met.
All of the Funds note that Form 3s were not filed on a timely basis for Janet L.
Yeomans. Delaware Group Dividend and Income Fund, Inc. and Delaware Group Global
Dividend and Income Fund, Inc. note that Form 3s were not filed on a timely
basis for John H. Durham and Michael J. Dugan.

Management's Ownership of the Funds. Attached to this Proxy Statement as
Exhibit E is a list of the Directors' shareholdings of all Delaware Investments
funds on an individual basis, and states the aggregate holdings of such funds by
all of the Directors and executive officers as a group.

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. For Delaware Group Dividend and Income Fund, Inc., Delaware Group
Global Dividend and Income Fund, Inc. and Voyageur Florida Insured Municipal
Income Fund, a plurality of votes cast at the Meeting is sufficient to elect any
nominee as Director. This means that the nominees receiving the largest number
of votes will be elected to fill the available Board positions. For the
remaining five Funds, which are Voyageur Funds, the affirmative vote of a
majority of the shares represented at the Meeting is required to elect each
nominee as Director.

In addition, the holders of the preferred shares of the six Voyageur Funds
have the exclusive right to vote to elect Mr. Madison and Ms. Yeomans to the
Board of Directors of those Funds. The affirmative vote of a majority of the
preferred shares represented at the Meeting is sufficient to elect these two
nominees, except in the case of Voyageur Florida Insured Municipal Income Fund,
where the vote of only a plurality of the preferred shares represented at the
Meeting is required.

PROPOSAL TWO: TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS FOR EACH FUND

The Board of Directors of each Fund has selected Ernst & Young LLP as
independent auditors for the current fiscal year and shareholders are asked to
ratify this selection. Ernst & Young LLP's principal address is Two Commerce
Square, Philadelphia, PA 19103. A representative from 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. Each Fund's Audit
Committee meets periodically with the representatives of Ernst & Young LLP to
receive reports from Ernst & Young LLP and plan for the Fund's annual audit.

7
<PAGE>
Required Vote. The affirmative vote of a majority of the votes of Delaware
Group Dividend and Income Fund, Inc. and Delaware Group Global Dividend and
Income Fund, Inc. that are cast at the Meeting is required to ratify the
selection of Ernst & Young LLP for those Funds. The shareholders of the Voyageur
Funds can ratify the selection of the auditors with the affirmative vote of a
majority of the shares represented at the Meeting.

The Board of Directors of each Fund recommends you vote "FOR" ratification
of the selection of Ernst & Young LLP as independent auditors for such Fund for
the current fiscal year.

OTHER INFORMATION

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

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

Shareholder Proposals. If a Fund holds an annual meeting of shareholders in
2000, shareholder proposals for that meeting must be received no later than
January 27, 2000. Such proposals should be sent to the Fund, directed to the
attention of its Secretary, at its principal executive office.

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

8
<PAGE>

EXHIBIT A
OUTSTANDING SHARES AS OF RECORD DATE (SEPTEMBER 16, 1999)

Delaware Group Dividend and Income Fund, Inc. 14,307,000.000

Delaware Group Global Dividend and Income Fund, Inc. 6,650,646.809

Voyageur Arizona Municipal Income Fund, Inc. 2,982,700.000

Common Stock 2,982,200.000
Preferred Stock 500.000

Voyageur Colorado Insured Municipal Income Fund, Inc. 4,837,900.000
Common Stock 4,837,100.000
Preferred Stock 800.000

Voyageur Florida Insured Municipal Income Fund 2,422,600.000

Common Shares 2,422,200.000
Preferred Shares 400.000

Voyageur Minnesota Municipal Income Fund, Inc. 2,595,100.000
Common Stock 2,594,700.000
Preferred Stock 400.000

Voyageur Minnesota Municipal Income Fund II, Inc. 7,253,400.000
Common Stock 7,252,200.000
Preferred Stock 1,200.000

Voyageur Minnesota Municipal Income Fund III, Inc. 1,837,500.000
Common Stock 1,837,200.000
Preferred Stock 300.000

<PAGE>

EXHIBIT B

SHAREHOLDERS OWNING 5% OR MORE OF A FUND

The following accounts held of record 5% or more of the outstanding
shares of the Funds listed below as of September 16, 1999. Management does not
have knowledge of beneficial owners.
<TABLE>
<CAPTION>
Percent of
Fund Name and Address Number of Shares Outstanding Shares
- ---- ---------------- ---------------- ------------------
<S> <C> <C> <C>
Delaware Group Dividend Cede & Co.
and Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004 13,938,144 97.42% of Fund

Delaware Group Global Cede & Co.
Dividend and Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004 6,474,106 97.35% of Fund

Voyageur Arizona Cede & Co.
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 2,842,560 95.30% of Fund

Voyageur Arizona Salomon Smith Barney, Inc.
Municipal Income Fund, Inc. Attn: Pat Haller
Preferred Stock 333 West 34th Street 48.00% of Preferred Stock
Series A New York, NY 10001 240 0.008% of Fund

Voyageur Arizona Salomon Smith Barney, Inc.
Municipal Income Fund, Inc. Attn: Pat Haller
Preferred Stock 333 West 34th Street 39.60% of Preferred Stock
Series B New York, NY 10001 198 0.007% of Fund

UMB Bank
Investment Division
Attn: Melanie Rees
1010 Grand Street, 2nd Fl. 10.40% of Preferred Stock
Kansas City, MO 64106 52 0.002% of Fund

Voyageur Colorado Insured Cede & Co.
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 4,464,277 92.27% of Fund

Voyageur Colorado Insured Merrill Lynch, Pierce, Fenner
Municipal Income Fund, Inc. & Smith Safekeeping
Preferred Stock Attn: Veronica O'Nell
Series A 4 Corporate Place
Corporate Park 287 40.63% of Preferred Stock
Piscataway, NJ 08855 325 0.007% of Fund

Salomon Smith Barney, Inc.
Attn: Pat Haller
333 West 34th Street 5.75% of Preferred Stock
New York, NY 10001 46 0.001% of Fund

Voyageur Colorado Insured Merrill Lynch, Pierce, Fenner
Municipal Income Fund, Inc. & Smith Safekeeping
Preferred Stock Attn: Veronica O'Nell
Series B 4 Corporate Place
Corporate Park 287 35.00% of Preferred Stock
Piscataway, NJ 08855 280 0.006% of Fund

Salomon Smith Barney, Inc.
Attn: Pat Haller
333 West 34th Street 13.13% of Preferred Stock
New York, NY 10001 105 0.002% of Fund
</TABLE>

10
<PAGE>
<TABLE>
<CAPTION>
Percent of
Fund Name and Address Number of Shares Outstanding Shares
- ---- ---------------- ---------------- ------------------
<S> <C> <C> <C>
Voyageur Florida Insured Cede & Co.
Municipal Income Fund P.O. Box 20
Common Shares Bowling Green Station
New York, NY 10004 2,114,780 87.29% of Fund

Voyageur Florida Insured Salomon Smith Barney, Inc.
Municipal Income Fund Attn: Pat Haller
Preferred Shares 333 West 34th Street 30.25% of Preferred Shares
Series A New York, NY 10001 121 0.005% of Fund

Paine Webber Inc.
Attn: Jane Doyle
1000 Harbor Boulevard 19.75% of Preferred Shares
Weehawken, NJ 07087 79 0.003% of Fund

Voyageur Florida Insured Salomon Smith Barney, Inc.
Municipal Income Fund Attn: Pat Haller
Preferred Shares 333 West 34th Street 47.75% of Preferred Shares
Series B New York, NY 10001 191 0.008% of Fund

Voyageur Minnesota Cede & Co.
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 2,206,923 85.04% of Fund

Voyageur Minnesota Salomon Smith Barney, Inc.
Municipal Income Fund, Inc. Attn: Pat Haller
Preferred Stock 333 West 34th Street 68.00% of Preferred Stock
New York, NY 10001 272 0.01% of Fund

The Chase Manhattan Bank
Attn: Orma Trim, Supervisor
4 New York Plaza, 13th Fl. 31.75% of Preferred Stock
New York, NY 10004 127 0.005% of Fund

Voyageur Minnesota Cede & Co.
Municipal Income Fund II, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 6,277,650 86.54% of Fund

Voyageur Minnesota Salomon Smith Barney, Inc.
Municipal Income Fund II, Inc. Attn: Pat Haller
Preferred Stock 333 West 34th Street 26.59% of Preferred Stock
Series A New York, NY 10001 319 0.004% of Fund

Voyageur Minnesota Paine Webber Inc.
Municipal Income Fund II, Inc. Attn: Jane Doyle
Preferred Stock 1000 Harbor Blvd. 21.50% of Preferred Stock
Series B Weehawken, NJ 07087 258 0.003% of Fund

Salomon Smith Barney, Inc.
Attn: Pat Haller
333 West 34th Street 47.50% of Preferred Stock
New York, NY 10001 570 0.007% of Fund

Voyageur Minnesota Cede & Co.
Municipal Income Fund III, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 1,632,936 88.86% of Fund

Voyageur Minnesota Municipal Salomon Smith Barney, Inc.
Income Fund III, Inc. Attn: Pat Haller
Preferred Stock 333 West 34th Street 84.00% of Preferred Stock
New York, NY 10001 252 0.01% of Fund

UMB Bank
Investment Division
Attn: Melanie Rees
1010 Grand Street, 2nd Fl. 16.00% of Preferred Stock
Kansas City, MO 64106 48 0.002% of Fund
</TABLE>
11
<PAGE>

EXHIBIT C

YEARS THAT DIRECTORS OR TRUSTEES FIRST TOOK OFFICE
<TABLE>
<CAPTION>
Wayne A. David K. Walter P. John H. Anthony D. Ann R. Thomas F. Charles E. Janet L.
Fund Name Stork Downes Babich Durham1 Knerr Leven Madison Peck Yeomans
- --------- -------- -------- --------- ------- ---------- ------ --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Delaware Group
Dividend and
Income Fund, Inc. 1993 1999 1993 1993 1993 1993 1997 1993 1999
Delaware Group
Global Dividend
and Income
Fund, Inc. 1993 1999 1993 1993 1993 1993 1997 1993 1999
Voyageur Arizona
Municipal Income
Fund, Inc. 1997 1999 1997 N/A 1997 1997 1994 1997 1999
Voyageur Colorado
Insured Municipal
Income Fund, Inc. 1997 1999 1997 N/A 1997 1997 1994 1997 1999
Voyageur Florida
Insured Municipal
Income Fund 1997 1999 1997 N/A 1997 1997 1994 1997 1999
Voyageur Minnesota
Municipal Income
Fund, Inc. 1997 1999 1997 N/A 1997 1997 1994 1997 1999
Voyageur Minnesota
Municipal Income
Fund II, Inc. 1997 1999 1997 N/A 1997 1997 1994 1997 1999
Voyageur Minnesota
Municipal Income
Fund III, Inc. 1997 1999 1997 N/A 1997 1997 1994 1997 1999
</TABLE>

(1) Mr. Durham was reappointed to the Boards of Directors of most of the
investment companies within Delaware Investments on April 16, 1998. However,
he is not a member of the Boards of Directors of any Voyageur Fund.

12
<PAGE>

EXHIBIT D

EXECUTIVE OFFICERS OF THE FUNDS

Richard G. Unruh, Jr. (age 59) Mr. Unruh serves as Executive Vice
President/Chief Investment Officer, Equities for the Funds and for the other 25
investment companies within Delaware Investments. He also serves as Executive
Vice President/Chief Investment Officer, Equities of Delaware Management Company
(a series of Delaware Management Business Trust); Executive Vice President and
Trustee of Delaware Management Business Trust; Executive Vice President of
Delaware Management Holdings, Inc. and Delaware Capital Management, Inc.; Chief
Executive Officer/Chief Investment Officer, Equities of Delaware Investment
Advisers (a series of Delaware Management Business Trust); and Director of
Delaware International Advisers Ltd. During the past five years, Mr. Unruh has
served in various executive capacities at different times within Delaware
Investments.

H. Thomas McMeekin (age 46) Mr. McMeekin serves as Executive Vice
President/Chief Investment Officer, Fixed Income for the Funds and for the other
25 investment companies within Delaware Investments. He also serves as Executive
Vice President/Chief Investment Officer, Fixed Income of Delaware Management
Company (a series of Delaware Management Business Trust); Executive Vice
President and Director of Delaware Management Holdings, Inc.; and Executive Vice
President of Delaware Management Business Trust and Delaware Capital Management,
Inc. During the past five years, Mr. McMeekin has also been employed in various
executive capacities for Lincoln National Corporation.

Richard J. Flannery (age 42) Mr. Flannery serves as Executive Vice
President and General Counsel for the Funds and for the other 25 investment
companies within Delaware Investments. He also serves as Executive Vice
President and General Counsel of Delaware Management Holdings, Inc., Delaware
Investment Advisers (a series of Delaware Management Business Trust), Delaware
Management Company (a series of Delaware Management Business Trust), Delaware
Distributors, L.P. and Founders CBO Corporation; Executive Vice
President/General Counsel and Director/Trustee of DMH Corp., Delaware Management
Company, Inc., Delaware Distributors, Inc., Delaware Management Business Trust,
Delaware Service Company, Inc., Delaware Capital Management, Inc., Retirement
Financial Services, Inc., Delaware Management Trust Company, Delaware
International Holdings Ltd., Founders Holdings, Inc., and Delvoy, Inc.; and
Director of Delaware International Advisers Ltd. and HYPPCO Finance Company Ltd.
During the last five years, Mr. Flannery has served in various executive
capacities at different times within Delaware Investments.

Eric E. Miller (age 46) Mr. Miller serves as Senior Vice President,
Deputy General Counsel and Secretary for the Funds and for the other 25
investment companies within Delaware Investments. He also serves as Senior Vice
President, Deputy General Counsel and Assistant Secretary for Delaware
Management Holdings, Inc., DMH Corp., Delvoy, Inc., Delaware Management Company,
Inc., Delaware Management Business Trust, Delaware Management Company (a series
of Delaware Management Business Trust), Delaware Investment Advisers (a series
of Delaware Management Business Trust), Delaware Service Company, Inc., Delaware
Capital Management, Inc., Retirement Financial Services, Inc., Delaware
Distributors, L.P., Delaware Distributors, Inc. and Founders Holdings, Inc.
During the past five years, Mr. Miller has served in various executive
capacities at different times within Delaware Investments.

Michael P. Bishof (age 37) Mr. Bishof serves as Senior Vice
President/Treasurer for the Funds and for the other 25 investment companies
within Delaware Investments. He also serves as Senior Vice President, Investment
Accounting and Treasurer for Founders Holdings, Inc. and Delaware Investment
Advisers (a series of Delaware Management Business Trust); Senior Vice
President/Assistant Treasurer for Founders CBO Corporation; and Senior Vice
President/Manager of Investment Accounting for Delaware International Holdings
Ltd. Mr. Bishof also serves as Senior Vice President, Investment Accounting of
Delaware Capital Management, Inc., Delaware Distributors, L.P., Delaware Service
Company, Inc. and Delaware Management Company (a series of Delaware Management
Business Trust). Since June 1995, Mr. Bishof has served in various executive
capacities at different times within Delaware Investments. Before joining
Delaware Investments in June 1995, Mr. Bishof was a Vice President for Bankers
Trust, New York, NY from October 1994 to June 1995; a Vice President

<PAGE>

for CS First Boston Investment Management, New York, NY from April 1993 to
October 1994; and an Assistant Vice President for Equitable Capital Management
Corporation, New York, NY from April 1987 to April 1993.

Joseph H. Hastings (age 49) Mr. Hastings serves as Senior Vice
President/Corporate Controller for the Funds and for the other 25 investment
companies within Delaware Investments and for Delaware Investment Advisers (a
series of Delaware Management Business Trust). He also serves as Senior Vice
President/Corporate Controller and Treasurer of Delaware Management Holdings,
Inc., DMH Corp., Delaware Management Company, Inc., Delaware Management Business
Trust, Delaware Management Company (a series of Delaware Management Business
Trust), Delaware Distributors, L.P., Delaware Distributors, Inc., Delaware
Service Company, Inc., Delaware Capital Management, Inc., Delaware International
Holdings Ltd., Founders Holdings, Inc. and Delvoy, Inc.; Chief Financial Officer
of Retirement Financial Services, Inc.; Executive Vice President, Treasurer and
Chief Financial Officer of Delaware Management Trust Company; and Senior Vice
President/Assistant Treasurer of Founders CBO Corporation. During the past five
years, Mr. Hastings has served in various executive capacities at different
times within Delaware Investments.

Mitchell L. Conery (age 40) Mr. Conery serves as Vice President/Senior
Portfolio Manager for the Funds and for the other 25 investment companies within
Delaware Investments. He also serves in that capacity for Delaware Management
Company (a series of Delaware Management Business Trust) and Delaware Investment
Advisers (a series of Delaware Management Business Trust). Before joining
Delaware Investments in 1997, Mr. Conery was an investment officer with
Travelers Insurance from 1995 through 1996, and was previously a research
analyst with CS First Boston and MBIA Corporation.

Patrick P. Coyne (age 36) Mr. Coyne serves as Vice President/Senior
Portfolio Manager for the Funds and for the other 25 investment companies within
Delaware Investments. He also serves in that capacity for Delaware Management
Company (a series of Delaware Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management Business Trust) and Delaware Capital
Management, Inc. During the past five years, Mr. Coyne has served in various
executive capacities at different times within Delaware Investments.

Michael J. Dugan (age 51) Mr. Dugan serves as Vice President/Senior
Portfolio Manager for the Funds and for the other 25 investment companies within
Delaware Investments. He also serves in that capacity for Delaware Management
Company (a series of Delaware Management Business Trust) and Delaware Investment
Advisers (a series of Delaware Management Business Trust). Prior to rejoining
Delaware Investments in 1997, Mr. Dugan was Director of Research for McGlinn
Capital Management Inc. from February 1996 to May 1997 and a Portfolio Manager
for Thompson, Siegel and Walmsley from May 1988 to February 1996.

Elizabeth H. Howell (age 37) Ms. Howell serves as Vice President/Senior
Portfolio Manager for the Funds and for the other 25 investment companies within
Delaware Investments. She also serves in that capacity for Delaware Management
Company (a series of Delaware Management Business Trust) and Delaware Investment
Advisers (a series of Delaware Management Business Trust). Before joining
Delaware Investments in 1997, Ms. Howell was a senior portfolio manager with
Voyageur Fund Managers, Inc.

Paul A. Matlack (age 39) Mr. Matlack serves as Vice President/Senior
Portfolio Manager for the Funds and for the other 25 investment companies within
Delaware Investments. He also serves in that capacity for Delaware Management
Company (a series of Delaware Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management Business Trust) and Founders Holdings,
Inc.; and President and Director of Founders CBO Corporation. During the past
five years, Mr. Matlack has served in various executive capacities at different
times within Delaware Investments.

Andrew M. McCullagh, Jr. (age 51) Mr. McCullagh serves as Vice
President/Senior Portfolio Manager for the Funds and for the other 25 investment
companies within Delaware Investments. He also serves in that capacity for
Delaware Management Company (a series of Delaware Management Business Trust) and
Delaware Investment Advisers (a series of Delaware Management Business Trust).
Before joining Delaware Investments in 1997, Mr. McCullagh was a senior
portfolio manager with Voyageur Fund Managers, Inc.

<PAGE>

EXHIBIT E

SHAREHOLDINGS BY DIRECTORS IN THE DELAWARE INVESTMENTS FUNDS

AS OF AUGUST 31, 1999
<TABLE>
<CAPTION>
Percentage of Series/
Company Shares Owned Fund Owned
------- ------------ ---------------------
<S> <C> <C>
Wayne A. Stork
Delaware Group Equity Funds I, Inc.
Delaware Devon Fund .......................... 66,756.592 less than 1%/less than 1%
Delaware Group Equity Funds II, Inc.
Delaware Decatur Equity
Income Fund .................................. 1,358.392 less than 1%/less than 1%
Delaware Group Equity Funds V, Inc.
Delaware Small Cap Value Fund ................ 180,304.662 1.28%/1.22%
Delaware Group Income Funds, Inc.
Delaware Delchester Fund ..................... 671,673.060 less than 1%/less than 1%
Delaware High-Yield
Opportunities Fund ........................... 1,189,138.238 25.54%/less than 1%
Delaware Group Government Fund, Inc.
Delaware American Government
Bond Fund .................................... 5,710.806 less than 1%/less than 1%
Delaware Group Cash Reserve, Inc.
Delaware Cash Reserve Fund ................... 2,901,334.960 less than 1%/less than 1%
Delaware Group Tax-Free Money Fund
Delaware Tax-Free Money Fund ................. 1,102.370 less than 1%/less than 1%
Delaware Group State Tax-Free Income Trust
Delaware Tax-Free Pennsylvania Fund .......... 931,291.543 less than 1%/less than 1%
Delaware Group Global & International
Funds, Inc.
Delaware International Equity Fund ........... 12,059.765 less than 1%/less than 1%
Voyageur Mutual Funds III, Inc.
Delaware Aggressive Growth Fund .............. 9,565.838 less than 1%/less than 1%

Walter P. Babich
Delaware Group Equity Funds I, Inc.
Delaware Devon Fund .......................... 8,556.058 less than 1%/less than 1%
Delaware Group Cash Reserve, Inc.
Delaware Cash Reserve Fund ................... 23,401.870 less than 1%/less than 1%
Voyageur Mutual Funds III, Inc.
Delaware Aggressive Growth Fund .............. 9,895.821 less than 1%/less than 1%

Ann R. Leven
Delaware Group Equity Funds I, Inc.
Delaware Balanced Fund ....................... 797.299 less than 1%/less than 1%
Delaware Devon Fund .......................... 350.339 less than 1%/less than 1%
Delaware Group Equity Funds II, Inc.
Delaware Decatur Equity Income Fund .......... 2,444.654 less than 1%/less than 1%
Delaware Growth and Income Fund .............. 2,326.804 less than 1%/less than 1%
</TABLE>
15

<PAGE>
<TABLE>
<CAPTION>
Percentage of Series/
Company Shares Owned Fund Owned
------- ------------ ---------------------
<S> <C> <C>
Ann R. Leven (continued)
Delaware Group Equity Funds III
Delaware Trend Fund .......................... 2,732.464 less than 1%/less than 1%
Delaware Group Equity Funds V, Inc.
Delaware Small Cap Value Fund ................ 1,000.996 less than 1%/less than 1%
Delaware Group Global & International
Funds, Inc.
Delaware International Equity Fund ........... 1,191.454 less than 1%/less than 1%

Charles E. Peck
Delaware Group Equity Funds I, Inc.
Delaware Balanced Fund ....................... 15,804.105 less than 1%/less than 1%
Delaware Devon Fund .......................... 8,408.579 less than 1%/less than 1%
Delaware Group Equity Funds II, Inc.
Delaware Growth and Income Fund .............. 11,007.104 less than 1%/less than 1%
Delaware Group Equity Funds III
Delaware Trend Fund .......................... 21,330.433 less than 1%/less than 1%
Delaware Group Equity Funds IV, Inc.
Delaware DelCap Fund ......................... 7,047.861 less than 1%/less than 1%
Delaware Group Equity Funds V, Inc.
Delaware Small Cap Value Fund ................ 6,532.026 less than 1%/less than 1%
Delaware Group Income Funds, Inc.
Delaware Delchester Fund ..................... 71,450.641 less than 1%/less than 1%
Delaware Group Limited-Term Government
Funds, Inc.
Delaware Limited-Term
Government Fund .............................. 17,807.809 less than 1%/less than 1%
Delaware Group Adviser Funds, Inc.
Delaware U.S. Growth Fund .................... 14,417.178 less than 1%/less than 1%
Delaware Group Global & International
Funds, Inc.
Delaware International Equity Fund ........... 8,813.403 less than 1%/less than 1%

David K. Downes
Delaware Group Equity Funds I, Inc.
Delaware Balanced Fund ....................... 1,203.495 less than 1%/less than 1%
Delaware Devon Fund .......................... 1,518.028 less than 1%/less than 1%
Delaware Group Equity Funds II, Inc.
Delaware Decatur Equity Income Fund .......... 1,432.521 less than 1%/less than 1%
Delaware Growth and Income Fund .............. 1,073.051 less than 1%/less than 1%
Delaware Blue Chip Fund ...................... 111.117 less than 1%/less than 1%
Delaware Social Awareness Fund ............... 102.380 less than 1%/less than 1%
</TABLE>
16

<PAGE>
<TABLE>
<CAPTION>
Percentage of Series/
Company Shares Owned Fund Owned
------- ------------ ---------------------
<S> <C> <C>
David K. Downes (continued)
Delaware Group Equity Funds III
Delaware Trend Fund .......................... 1,167.201 less than 1%/less than 1%
Delaware Group Equity Funds IV, Inc.
Delaware DelCap Fund ......................... 428.910 less than 1%/less than 1%
Delaware Group Equity Funds V, Inc.
Delaware Small Cap Value Fund ................ 1,859.649 less than 1%/less than 1%
Delaware Group Income Funds, Inc.
Delaware High-Yield Opportunities Fund ....... 2,307.841 less than 1%/less than 1%
Delaware Group Income Funds, Inc.
Delaware Strategic Income Fund ............... 7,643.140 less than 1%/less than 1%
Delaware Group Limited Term Government
Funds, Inc.
Delaware Limited Term
Government Fund .............................. 155.617 less than 1%/less than 1%
Delaware Group Cash Reserve, Inc.
Delaware Cash Reserve Fund ................... 48,675.870 less than 1%/less than 1%
Delaware Group State Tax-Free Income Trust
Delaware Tax-Free Pennsylvania Fund .......... 1,394.832 less than 1%/less than 1%
Delaware Group Tax-Free Fund, Inc.
Delaware Tax-Free USA Intermediate Fund ...... 1,072.815 less than 1%/less than 1%
Delaware Pooled Trust, Inc.
REIT Fund .................................... 92.133 less than 1%/less than 1%
Delaware Group Global & International
Funds, Inc.
Delaware Emerging Markets Fund ............... 943.352 less than 1%/less than 1%
Delaware Global Equity Fund .................. 1,242.618 less than 1%/less than 1%
Delaware International Equity Fund ........... 1,438.825 less than 1%/less than 1%
Delaware Global Bond Fund .................... 122.662 less than 1%/less than 1%
Delaware Group Adviser Funds, Inc.
Delaware U.S. Growth Fund .................... 96.097 less than 1%/less than 1%
Delaware Overseas Equity Fund ................ 152.022 less than 1%/less than 1%
Voyageur Mutual Funds, Inc.
Delaware National High-Yield Municipal
Bond Fund .................................... 383.389 less than 1%/less than 1%
Voyageur Mutual Funds III, Inc.
Delaware Aggressive Growth Fund .............. 2,451.426 less than 1%/less than 1%
</TABLE>
17

<PAGE>

<TABLE>
<CAPTION>
Percentage of Series/
Company Shares Owned Fund Owned
------- ------------ ---------------------
<S> <C> <C>
Thomas F. Madison
Delaware Group Equity Funds I, Inc.
Delaware Devon Fund 249.265 less than 1%/less than 1%
Delaware Group Global & International
Funds, Inc.
Delaware International Equity Fund 161.615 less than 1%/less than 1%
Voyageur Mutual Funds III, Inc.
Delaware Aggressive Growth Fund 136.331 less than 1%/less than 1%

John H. Durham
Delaware Group Cash Reserve, Inc.
Delaware Cash Reserve Fund 86,372.750 less than 1%/less than 1%
Delaware Group Adviser Funds, Inc.
Delaware New Pacific Fund 8,503.401 less than 1%/less than 1%
</TABLE>

With respect to the Funds for which this Proxy Statement is provided,
the Directors and executive officers as a group owned, in the aggregate on
August 31, 1999: 2,479 shares of common stock (less than 1% of the Fund's
outstanding shares) of Voyageur Minnesota Municipal Income Fund, Inc., 8,644
shares of common stock (less than 1% of the Fund's outstanding shares) of
Voyageur Minnesota Municipal Income Fund II, Inc., and 3,354 shares of common
stock (less than 1% of the Fund's outstanding shares) of Voyageur Minnesota
Municipal Income Fund III, Inc.

<PAGE>

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<PAGE>

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<PAGE>

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<PAGE>

__________________________________________

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

===========================================

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

PROXY STATEMENT
Notice of Joint
Annual Meeting
of Shareholders
--------------------------------------------
NOVEMBER 1, 1999

DELAWARE(SM)
INVESTMENTS
---------------------
PX-DECE [-]PP 10/99 Philadelphia o London

<PAGE>

FORM OF PROXY CARD
FOR
DELAWARE GROUP DIVIDEND AND INCOME FUND, INC.
DELAWARE GROUP GLOBAL DIVIDEND AND INCOME FUND, INC.

[The following information appears on left side of Card]

1. To elect the following nominees as Directors of the Fund

01) WAYNE A. STORK 04) JOHN H. DURHAM 07) THOMAS F. MADISON
02) DAVID K. DOWNES 05) ANTHONY D. KNERR 08) CHARLES E. PECK
03) WALTER P. BABICH 06) ANN R. LEVEN 09) JANET L. YEOMANS

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

2. To ratify the selection of Ernst & Young LLP as Independent Auditors for the
Fund

[Registered Account Holder Information Appears Here]

<PAGE>

[The following information appears on right side of card.]

Please vote by checking (7) the appropriate boxes below.

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT

X X X

FOR AGAINST ABSTAIN

X X X

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:______________________________________________, 1999

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

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

<PAGE>

[REVERSE SIDE OF CARD]

DELAWARE INVESTMENTS
1818 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Wayne A. Stork and David K. Downes, or either of
them, with the right of substitution, proxies of the undersigned at the Annual
Meeting of Shareholders of the fund indicated on the reverse side of this form
to be held at the Union League, 140 South Broad Street, Philadelphia,
Pennsylvania, on November 1, 1999 at 10:00 A.M., or at any postponement or
adjournment 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 voted upon at this meeting and specifically as indicated on the
reverse side of this form. Please refer to the proxy statement for a discussion
of each of these matters.

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

<PAGE>

FORM OF PROXY CARD
FOR
VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.

[The following information appears on the left side of Card]

1. To elect the following nominees as Directors or Trustees of the Fund

01) WAYNE A. STORK 04) ANTHONY D. KNERR 07) CHARLES E. PECK
02) DAVID K. DOWNES 05) ANN R. LEVEN 08) JANET L. YEOMANS*
03) WALTER P. BABICH 06) THOMAS F. MADISON*

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

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

2. To ratify the selection of Ernst & Young LLP as Independent Auditors for the
Fund

[Registered Account Holder Information Appears Here]

<PAGE>

[The following information appears on the right side of the card]

Please vote by checking (7) the appropriate boxes below.

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT

X X X

FOR AGAINST ABSTAIN

X X X

Date:_____________________________________________, 1999

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

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

<PAGE>

[REVERSE SIDE OF CARD]

DELAWARE INVESTMENTS
1818 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES OF THE FUND