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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] 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:
------------------------------------------------------------
<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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
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:
[ ] 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:
------------------------------------------------------------
<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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
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:
[ ] 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:
------------------------------------------------------------
<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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
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:
[ ] 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:
------------------------------------------------------------
<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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
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:
[ ] 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:
------------------------------------------------------------
<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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
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:
[ ] 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:
------------------------------------------------------------
<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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
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:
[ ] 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:
------------------------------------------------------------
<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:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
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:
[ ] 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:
------------------------------------------------------------
<PAGE>
DELAWARE SM
INVESTMENTS
Combined Proxy Statement and
Notice of Joint Annual Meeting of Shareholders
to be Held on Thursday, October 28, 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 on Thursday,
October 28, 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 28, 1999
<PAGE>
DELAWARE SM 1818 Market Street
INVESTMENTS Philadelphia, PA 19103
1-800-523-1918
PROXY STATEMENT
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, OCTOBER 28, 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
Thursday, October 28, 1999 at 10:00 a.m. at the Union League of Philadelphia,
140 South Broad Street, Philadelphia, Pennsylvania and 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. Shareholders may provide proxy instructions by
returning their 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 your signed Proxy Card is returned 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 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 on the record date, which was
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 Fund or their investment managers or affiliates,
through telephone, facsimile, or other communications. Delaware Management
Company ("DMC"), the Funds' investment manager, will reimburse banks, brokers or
dealers for their reasonable expenses in forwarding soliciting materials to
shareholders.
Required Votes. All shareholders of each Fund vote together on the Proposals,
regardless of whether the Fund has both common and preferred shareholders, with
one exception. That is that the holders of preferred shares of each of the six
Funds that were previously part of the Voyageur family of funds ("Voyageur
Funds") have the exclusive right to separately elect two Directors, in addition
to the right to vote for the remaining Directors together with the holders of
the common shares.
The amount of votes of each Fund that are needed to approve the Proposals
varies. The voting requirements are described within each Proposal. Abstentions
will be included for purposes of determining whether a quorum is present 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. 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. 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 Jan 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 Board 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 of these Funds 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 Jan 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, Director and/or 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.; 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. In addition,
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 and Chief Financial Officer and Director 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, 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 and/or 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 and/or 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. Consultant to
Delaware Investments, 1991-1997; Partner of Complete Care Services, 1995 to
present; Chairman of the Board of each investment company in the Delaware
Investments family from 1986 to 1991, Director Emeritus from 1995 through 1999
of all 33 investment companies in Delaware Investments; reappointed to the
Boards of the 19 investment companies for which he currently serves as Director
in 1998; President of each company from 1977 to 1990; and Chief Executive
Officer of each company from 1984 to 1990. Prior to 1992, with respect to
Delaware Management Holdings, Inc., Delaware Management Company, Delaware
Distributors, Inc. and Delaware Service Company, Inc., Mr. Durham served as a
director and in various executive capacities at different times.
Anthony D. Knerr (age 60) Director and/or 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 and/or 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 to February, 1998; Deputy Treasurer of the National
Gallery of Art, 1990 to 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 and/or Trustee of each Fund and 25 other
investment companies within Delaware Investments; President and Chief Executive
Officer of MLM Partners, Inc., 1993 to present; Chairman of the Board of
Communications Holdings, Inc., 1996 to present; Vice Chairman--Office of the CEO
of The Minnesota Mutual Life Insurance Company, February to September, 1994;
Director of Valmont Industries (irrigation systems and steel manufacturing),
1987 to present; Director of Eltrax Systems, Inc. (data communications
integration), 1993 to present; Director of Minnegasco, Span Link Communications
(software), 1995 to present; Director of ACI Telecentrics (outbound
telemarketing and telecommunications), 1997 to present; Director of Aon Risk
Services, 1996 to present; Director of Digital River, 1997 to present.
Charles E. Peck (age 73) Director and/or Trustee of each Fund and 25 other
investment companies in the Delaware Group; Retired; Secretary/Treasurer,
Enterprise Homes, Inc., 1992 to present; Chairman and Chief Executive Officer of
The Ryland Group, Inc., 1981 to 1990.
Jan L. Yeomans (age 51) Vice President and Treasurer of the 3M Corporation, 1994
to Present; Director of Benefit Funds and Financial Markets for the 3M
Corporation, 1987-1994; 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.
* 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.
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 independent auditors and officers 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, Walter P.
Babich, Anthony D. Knerr, Thomas F. Madison and Charles E. Peck. Members of the
Audit Committee serve for three years or until their 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 $31,180 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 Companies,
in the aggregate, with the exception of the chairperson, who receives $6,000.
Under the terms of each Company'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 served on the Board of Directors for
at least five continuous years, is entitled to receive payments from the Company
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 Company at the time of the person's retirement. If an eligible
Director of each 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 fund complex as a whole during the
twelve months ended August 31, 1999.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Fund Name Wayne David Walter John H. Anthony D. Ann R. Leven Thomas F. Charles E. Jan L.
A. Stork K. P. Babich Durham1 Knerr Madison Peck Yeomans2
Downes
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Delaware Group None None $1,345 $890 $1,345 $1,360 $1,306 $1,267 N/A
Dividend and
Income Fund, Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Delaware Group None None $967 $667 $967 $974 $950 $933 N/A
Global Dividend
and Income Fund,
Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Voyageur Arizona None None $857 N/A $857 $861 $853 $836 $95
Municipal Income
Fund, Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Voyageur Colorado None None $965 N/A $965 $972 $960 $932 $95
Insured Municipal
Income Fund, Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Voyageur Florida None None $824 N/A $824 $828 $821 $808 $95
Insured Municipal
Income Fund
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Voyageur None None $831 N/A $831 $835 $828 $814 $95
Minnesota
Municipal Income
Fund, Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Voyageur None None $1,105 N/A $1,105 $1,115 $1,096 $1,056 $95
Minnesota
Municipal Income
Fund II, Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Voyageur None None $781 N/A $781 $784 $779 $770 $95
Minnesota
Municipal Income
Fund III, Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Total None None $59,525 $49,989 $65,168 $66,167 $65,168 $62,667 $28,405
Compensation From
All Investment
Companies in
Delaware
Investments for
the 12 months
ended August 31,
1999
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
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.
</TABLE>
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, Patrick P. Coyne,
Mitchell L. Conery, Elizabeth H. Howell, Paul A. Matlack, Andrew M. McCullagh
and Michael J. Dugan. 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 or Delaware International
Advisors Ltd. ("DIAL"), the sub-adviser to Delaware Group Global Dividend and
Income Fund, Inc. The above officers of the Funds own shares of common stock
and/or options to purchase shares of common stock of Lincoln National
Corporation ("LNC"), the ultimate parent of DMC and DIAL. They are considered to
be "interested persons" of the Funds under the 1940 Act.
Section 16 of the Securities Exchange Act of 1934, as amended, requires that
directors, certain officers, and persons who own more than ten percent of each
Fund's common stock, as well as each 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 Jan 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 the Delaware Investments Funds on
an individual basis. Exhibit A lists the aggregate holdings 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 Delaware-Voyageur Funds, the affirmative vote of
the holders 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 of a Voyageur Fund 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 is
required.
Proposal Two: To Ratify the Selection of Ernst & Young LLP as Independent
Auditors for the Company
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.
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 Delaware-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 ratify 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.
Other Information. Each Fund's most recent Annual Report and
Semi-Annual Report to Shareholders 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.
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
OUTSTANDING SHARES AS OF RECORD DATE (SEPTEMBER 16, 1999)
<S> <C>
- ----------------------------------------------------------------- -----------------------------------
Delaware Group Dividend and Income Fund, Inc.
- ----------------------------------------------------------------- -----------------------------------
- ----------------------------------------------------------------- -----------------------------------
Delaware Group Global Dividend and Income Fund, Inc.
- ----------------------------------------------------------------- -----------------------------------
- ----------------------------------------------------------------- -----------------------------------
Voyageur Arizona Municipal Income Fund, Inc.
Common Stock
Preferred Stock
- ----------------------------------------------------------------- -----------------------------------
- ----------------------------------------------------------------- -----------------------------------
Voyageur Colorado Insured Municipal Income Fund, Inc.
Common Stock
Preferred Stock
- ----------------------------------------------------------------- -----------------------------------
- ----------------------------------------------------------------- -----------------------------------
Voyageur Florida Insured Municipal Income Fund
Common Stock
Preferred Stock
- ----------------------------------------------------------------- -----------------------------------
- ----------------------------------------------------------------- -----------------------------------
Voyageur Minnesota Municipal Income Fund, Inc.
Common Stock
Preferred Stock
- ----------------------------------------------------------------- -----------------------------------
- ----------------------------------------------------------------- -----------------------------------
Voyageur Minnesota Municipal Income Fund II, Inc.
Common Stock
Preferred Stock
- ----------------------------------------------------------------- -----------------------------------
- ----------------------------------------------------------------- -----------------------------------
Voyageur Minnesota Municipal Income Fund III, Inc.
Common Stock
Preferred Stock
- ----------------------------------------------------------------- -----------------------------------
</TABLE>
<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.
[To be provided in later filing]
<PAGE>
EXHIBIT C
<TABLE>
<CAPTION>
YEARS THAT DIRECTORS OR TRUSTEES FIRST TOOK OFFICE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Fund Name Wayne David Walter John H. Anthony D. Ann R. Leven Thomas F. Charles E. Jan L.
A. Stork K. P. Babich Durham1 Knerr Madison Peck Yeomans
Downes
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Delaware Group 1993 1999 1993 1993 1993 1993 1997 1993 1999
Dividend and
Income Fund, Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Delaware Group 1993 1999 1993 1993 1993 1993 1997 1993 1999
Global Dividend
and Income Fund,
Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Voyageur Arizona 1997 1999 1997 N/A 1997 1997 1994 1997 1999
Municipal Income
Fund, Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Voyageur Colorado 1997 1999 1997 N/A 1997 1997 1994 1997 1999
Insured Municipal
Income Fund, Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Voyageur Florida 1997 1999 1997 N/A 1997 1997 1994 1997 1999
Insured Municipal
Income Fund
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Voyageur 1997 1999 1997 N/A 1997 1997 1994 1997 1999
Minnesota
Municipal Income
Fund, Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Voyageur 1997 1999 1997 N/A 1997 1997 1994 1997 1999
Minnesota
Municipal Income
Fund II, Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
Voyageur 1997 1999 1997 N/A 1997 1997 1994 1997 1999
Minnesota
Municipal Income
Fund III, Inc.
- ------------------- --------- --------- ---------- ----------- ------------ -------------- ----------- ------------ -------------
1 Mr. Durham re-joined 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 Fund that was previously part of
the Voyageur family.
</TABLE>
<PAGE>
EXHIBIT D
EXECUTIVE OFFICERS OF THE FUNDS
Richard G. Unruh, Jr. (age 59) Mr. Unruh has served as Executive Vice President
and Chief Investment Officer, Equities for the Funds since 1994. Mr. Unruh also
serves in such capacity for the other 25 investment companies within Delaware
Investments and for Delaware Management Company (a series of Delaware Management
Business Trust.. He also serves as Executive Vice President and Trustee of
Delaware Management Business Trust; Executive Vice President of Delaware
Management Holdings, Inc. and Delaware Capital Management, Inc.; Executive Vice
President/Chief Investment Officer, Equities and Director of Delaware Management
Company, 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 has served as Executive Vice
President/Chief Investment Officer, Fixed Income for the Funds and the other 25
investment companies since 1999. He also serves as Director of Delaware
Management Holdings, Inc. and Founders CBO Corporation; Executive Vice President
and Director of Founders Holdings, Inc.; and Executive Vice President of
Delaware Management Business Trust, Delaware Management Company (a series of
Delaware Management Business Trust) and Delaware Capital Management, Inc. From
1987 to 1999, Mr. McMeekin was employed in various executive capacities by
Lincoln Investment Management, Inc.
Richard J. Flannery (41) Executive Vice President of each of the 34 investment
companies in the Delaware Investments family; 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., Founders CBO Corporation; Executive Vice President/General Counsel and
Director/Trustee of DMH Corp., Delaware Management Company, Inc., Delaware
Management Business Trust, Delaware Service Company, Inc., Delaware Capital
Management, Inc., Retirement Financial Services, Inc., Delaware Management Trust
Company, Delaware Distributors, Inc., Delaware International Holdings Ltd.,
Founders Holdings, Inc., and 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 the Delaware Investments organization.
Eric E. Miller
Michael P. Bishof (age 36)Mr. Bishof has served as Vice President/Treasurer for
the Funds since 1995. Mr. Bishof also serves in the same capacity for the other
funds in the Delaware Group. He also serves as Senior Vice President for
Delaware Management Company, Inc.; Senior Vice President/Treasurer for Delaware
Distributors, L.P. and Founders Holdings, Inc.; Vice President/Treasurer for
Delaware Distributors, Inc. and Delaware Service Company, Inc.; Assistant
Treasurer for Founders CBO Corporation; and Vice President/Manager of Investment
Accounting for Delaware International Holdings Ltd. Since June 1995, Mr. Bishof
has served in various executive capacities at different times within the
Delaware organization. Before joining the Delaware Group in June 1995, Mr.
Bishof was a vice President for Bankers Trust, New York, NY from October 1994 to
June 1995; a Vice President 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 (49) Senior Vice President/Corporate Controller of each of
the 34 investment companies in the Delaware Investments family and Founders
Holdings, Inc.; Senior Vice President/Corporate Controller and Treasurer of
Delaware Management Holdings, Inc., DMH Corp., Delaware Management Company,
Inc., 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. and Delvoy, Inc.; Chief Financial Officer/Treasurer Retirement
Financial Services, Inc.,; 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 the Delaware Investments
organization.
Patrick P. Coyne (35) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., Delaware Management Company (a series of Delaware
Management Business Trust), Delaware Investment Advisers (a series of Delaware
Management Business Trust), Delaware Capital Management, Inc., and of the
fixed-income funds in the Delaware Investments family. During the past five
years, Mr. Coyne has served in various capacities at different times within the
Delaware Investments organization.
Mitchell L. Conery (39) Vice President/Senior Portfolio Manager of Delaware
Management Company, Inc., Delaware Management Company (a series of Delaware
Management Business Trust), Delaware Investment Advisers (a series of Delaware
Management Business Trust), Delaware Capital Management, Inc., and of the
fixed-income investment companies in the Delaware Investments family. Before
joining Delaware Investments in 1997, Mr. Conery was an investment officer with
Travelers Insurance from 1995 through 1996, and a research analyst with CS First
Boston and MBIA Corporation.
Elizabeth H. Howell (36) Vice President/Senior Portfolio Manager of 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
Capital Management, Inc., and of the fixed-income funds in the Delaware
Investments family. 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 has served as Vice President/Senior
Portfolio Manager for the Funds since 1993. Mr. Matlack serves in the same
capacity for Delaware Group Income Funds, Inc., Delaware Group Premium Fund,
Inc., Delaware Group Global & International Funds, Inc. and Delaware Pooled
Trust, Inc. He also serves as Vice President/Senior Portfolio Manager for
Delaware Management Company, Inc. and an officer for the other fixed income
funds in the Delaware Group; Vice President for Founders Holdings, Inc.; and
President and Director for Founders CBO Corporation. During the past five years,
Mr. Matlack has served in various executive capacities at different times within
the Delaware organization.
Andrew M. McCullagh (50) Vice President/Senior Portfolio Manager of 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), and of the
fixed-income funds in the Delaware Investments family. Before joining Delaware
Investments in 1997, Mr. McCullagh was a senior portfolio manager with Voyageur
Fund Managers, Inc.
Michael J. Dugan
<PAGE>
EXHIBIT E
<TABLE>
<CAPTION>
SHAREHOLDINGS BY DIRECTORS IN THE DELAWARE INVESTMENTS FUNDS
AS OF AUGUST 31, 1999
<S> <C> <C>
Company Shares Owned Percentage of Fund/Company Owned
Wayne A. Stork
Delaware Group Equity Funds I, Inc.
Delaware Devon Fund 66,756.592
Delaware Group Equity Funds II, Inc.
Delaware Decatur Equity Income Fund 1,358.392
Delaware Group Equity Funds V, Inc.
Delaware Small Cap Value Fund 180,304.66
Delaware Group Income Funds, Inc.
Delaware Delchester Fund 671,673.06
Delaware Group Income Funds, Inc.
Delaware High-Yield Opportunities Fund 1,189,138.238
Delaware Group Government Fund, Inc.
Delaware American Government Bond Fund 5,710.806
Delaware Group Cash Reserve, Inc. 2,901,334.960
Delaware Group Tax-Free Money Fund, Inc
Delaware Tax-Free Money Fund 1,102.370
Delaware Group State Tax-Free Income Trust
Delaware Tax-Free Pennsylvania Fund 931,291.543
Delaware Group Global International Funds, Inc.
Delaware International Equity Fund 12,059.765
Voyageur Mutual Funds IIi, Inc.
Delaware Aggressive Growth Fund 9,565.838
Walter P. Babich
Delaware Group Equity Funds I, Inc.
Delaware Devon Fund 8,556.058
Delaware Group Cash Reserve, Inc.
Delaware Cash Reserve Fund 23,401.870
Voyageur Mutual Funds IIi, Inc.
Delaware Aggressive Growth Fund 9,895.821
Ann R. Leven
Delaware Group Equity Funds I, Inc.
Delaware Balanced Fund 797.299
Delaware Group Equity Funds I, Inc.
Delaware Devon Fund 350.339
Delaware Group Equity Funds II, Inc.
Delaware Decatur Equity Income Fund 2,444.654
Delaware Group Equity Funds II, Inc.
Delaware Growth And Income Fund 2,326.804
Delaware Group Equity Funds IIi
Delaware Trend Fund 2,732.464
Delaware Group Equity Funds V, Inc.
Delaware Small Cap Value Fund 1,000.996
Delaware Group Global & International Funds, Inc
Delaware International Equity Fund 1,191.454
Charles E. Peck
Delaware Group Equity Funds I, Inc.
Delaware Balanced Fund 15,408.579
Delaware Group Equity Funds I, Inc.
Delaware Devon Fund 8,408.579
Delaware Group Equity Funds II, Inc.
Delaware Growth And Income Fund 11,007.104
Delaware Group Equity Funds III
Delaware Trend Fund 21,330.433
Delaware Group Equity Funds IV, Inc.
Delaware Delcap Fund 7,047.861
Delaware Group Equity Funds V, Inc.
Delaware Small Cap Value Fund 6,532.026
Delaware Group Income Funds
Delaware Delchester Fund 71,450.641
Delaware Group Limited-Term Government Funds, Inc.
Delaware Limited-Term Government Fund 17,807.809
Delaware Group Adviser Funds, Inc.
Delaware U.S. Growth Fund 14,417.178
Delaware Group Global & International Funds, Inc.
Delaware International Equity Fund 8,813.403
David K. Downes
Delaware Group Equity Funds I, Inc.
Delaware Balanced Fund 1,203.495
Delaware Group Equity Funds I, Inc.
Delaware Devon Fund 1518.028
Delaware Group Equity Funds II, Inc.
Delaware Decatur Equity Income Fund 1432.521
Delaware Group Equity Funds II, Inc.
Delaware Growth And Income Fund 1073.051
Delaware Group Equity Funds II, Inc.
Delaware Blue Chip Fund 111.117
Delaware Group Equity Funds II, Inc.
Delaware Social Awareness Fund 102.38
Delaware Group Equity Funds III
Delaware Trend Fund 1167.201
Delaware Group Equity Funds IV, Inc.
Delaware Delcap Fund 428.910
Delaware Group Equity Funds V, Inc.
Delaware Small Cap Value Fund 1859.649
Delaware Group Income Funds, Inc.
Delaware High-Yield Opportunities Fund 2307.841
Delaware Group Income Funds, Inc.
Delaware Strategic Income Fund 7643.140
Delaware Group Limited Term Government Funds, Inc.
Delaware Limited Term Government Fund 155.617
Delaware Group Cash Reserve, Inc.
Delaware Cash Reserve Fund 48675.870
Delaware Group State Tax-Free Income Trust
Delaware Tax-Free Pennsylvania Fund 1394.832
Delaware Group Tax-Free Fund, Inc.
Delaware Tax-Free Usa Intermediate Fund 1072.815
Delaware Pooled Trust, Inc.
Reit Fund 92.133
Delaware Group Global & International Funds, Inc.
Delaware Emerging Markets Fund 943.352
Delaware Group Global & International Funds, Inc.
Delaware Global Equity Fund 1242.618
Delaware Group Global& International Funds, Inc.
Delaware International Equity Fund 1438.825
Delaware Group Global & International Funds, Inc.
Delaware Global Bond Fund Profit Sharing Holdings 122.662
Delaware Group Adviser Funds, Inc.
Delaware U.S. Growth Fund 96.097
Delaware Group Adviser Funds, Inc.
Delaware Overseas Equity Fund 152.022
Voyageur Mutual Funds, Inc.
Delaware National High-Yield Municipal Bond Fund 383.389
Voyageur Mutual Funds III, Inc. 2451.426
Delaware Aggressive Growth Fund
Thomas F. Madison
Delaware Group Equity Funds I, Inc.
Delaware Devon Fund 249.265
Delaware Group Global& International Funds, Inc.
Delaware International Equity Fund 161.615
Voyageur Mutual Funds III, Inc.
Delaware Aggressive Growth Fund 136.331
John H. Durham
Delaware Group Cash Reserve, Inc.
Delaware Cash Reserve Fund 86372.750
Delaware Group Adviser Funds, Inc.
Delaware New Pacific Fund 8503.401
</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, 8,644 and 3,354 common shares of Voyageur Minnesota Municipal
Income Fund, Inc., Voyageur Minnesota Municipal Income Fund II, Inc., and
Voyageur Minnesota Municipal Income Fund III, Inc., respectively.
