<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
/X/ Filed by the Registrant
/ / Filed by a Party other than the Registrant
Check the appropriate box:
/ / 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 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
/X/ Filed by the Registrant
/ / 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 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 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
/X/ Filed by the Registrant
/ / 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
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 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
/X/ Filed by the Registrant
/ / 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
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 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
/X/ Filed by the Registrant
/ / 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
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 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
/X/ Filed by the Registrant
/ / 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
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 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
/X/ Filed by the Registrant
/ / 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
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 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
/X/ Filed by the Registrant
/ / 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
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 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
------------
Philadelphia o London
COMBINED PROXY STATEMENT AND
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, NOVEMBER 2, 2000
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 Thursday, November 2, 2000 at 11:00 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
October 2, 2000
<PAGE>
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 THURSDAY, NOVEMBER 2, 2000
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, November 2, 2000 at 11:00 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 (or to withhold their vote) in their discretion on
any other matters which properly come before the Meeting. They may also vote in
their discretion to adjourn the Meeting. If you sign and return a Proxy Card,
you may still attend the Meeting to vote your shares in person. If your shares
are held of record by a broker and you wish to vote in person at the Meeting,
you should obtain a Legal Proxy from your broker of record and present it at the
Meeting. You may also revoke your proxy at any time before the Meeting: (i) by
notifying Delaware Investments in writing at 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 18, 2000.
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 2,
2000.
This proxy solicitation is being made largely by mail, but may also be made
by officers or employees of the Funds or their investment manager or affiliates,
through telephone, facsimile, or other communications. The Funds may also employ
a professional proxy solicitation firm, although they do not presently intend to
do so. The cost of the solicitation is being borne by the Funds. The Funds may
reimburse banks, brokers or dealers for their reasonable expenses in forwarding
soliciting materials to beneficial owners of the Funds' shares.
<PAGE>
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 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 each Proposal
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 consistent with management's recommendation on 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. The persons named as proxies may vote (or withhold their vote) in their
discretion on any proposed adjournment.
PROPOSAL ONE: TO ELECT A BOARD OF DIRECTORS FOR EACH FUND
You are being asked to 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, John H. Durham, Anthony D. Knerr, Ann R. Leven, Thomas F.
Madison, Charles E. Peck and Janet L. Yeomans.
If elected, these persons will serve as Directors until the next annual
meeting of shareholders called for the purpose of electing Directors, and/or
until their successors have been elected and qualify for office. It is not
expected that any nominee will withdraw or become unavailable for election, but
in such a case, the power given by you in the Proxy Card may be used by the
persons named as proxies to vote for a substitute nominee or nominees as
recommended by the existing Board of Directors.
The 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.
It is the Board's policy that Directors retire following their 75th birthday.
It is therefore likely that Mr. Peck will retire at some point during the next
year. It is presently the Board's intention that, upon Mr. Peck's retirement,
his successor will be appointed by the Board to serve until the next annual
meeting of shareholders.
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.
2
<PAGE>
*Wayne A. Stork (age 63) Chairman, Trustee/Director of each Fund and the
other 25 investment companies within Delaware Investments. Prior to January 1,
2000, Mr. Stork was Chairman and Director of Delaware Management Holdings, Inc.
and a Director of Delaware International Advisers Ltd. Prior to January 1, 1999,
Mr. Stork was Director of Delaware Capital Management, Inc.;
Chairman/President/Chief Executive Officer/Director/Trustee of DMH Corp.,
Delaware Distributors, Inc. and Founders Holdings, Inc.;
Chairman/President/Chief Executive Officer/Chief Investment Officer,
Director/Trustee of Delaware Management Company, Inc. and Delaware Management
Business Trust; Chairman/President/Chief Executive Officer/Chief Investment
Officer of Delaware Management Company (a series of Delaware Management Business
Trust); Chairman/Chief Executive Officer/Chief Investment Officer of Delaware
Investment Advisers (a series of Delaware Management Business Trust);
Chairman/Chief Executive Officer/Director of Delaware International Advisers
Ltd.; Chairman/Chief Executive Officer/Director of Delaware International
Holdings Ltd.; Chief Executive Officer of Delaware Management Holdings, Inc.;
President/Chief Executive Officer of Delvoy, Inc.; Chairman of Delaware
Distributors, L.P.; and Director of Delaware Service Company, Inc. and
Retirement Financial Services, Inc. In addition, during the five years prior to
January 1, 2000, Mr. Stork served in various executive capacities at different
times within Delaware Investments.
*David K. Downes (age 60) President/Chief Executive Officer/Chief Financial
Officer/Director/Trustee of each Fund and 25 other investment companies within
Delaware Investments, and of Delaware International Holdings Ltd.; Executive
Vice President/Chief Operating Officer/Chief Financial Officer of Delaware
Management Holdings, Inc., Delaware Investment Advisers (a series of Delaware
Management Business Trust), Delaware Distributors, L.P. and Founders CBO
Corporation; Executive Vice President/Chief Operating Officer/Chief Financial
Officer/Director of DMH Corp., Delvoy, Inc., Delaware Distributors, Inc. and
Founders Holdings, Inc.; President/Director of Delaware Management Company,
Inc.; Executive Vice President/Chief Operating Officer/Chief Financial
Officer/Trustee of Delaware Management Business Trust; President of Delaware
Management Company (a series of Delaware Management Business Trust);
Chairman/President/Chief Executive Officer/Director of Delaware Service Company,
Inc.; President/Chief Executive Officer/Director of Delaware Capital Management,
Inc.; Chairman/Director of Retirement Financial Services, Inc. and Delaware
Management Trust Company; Director of Delaware International Advisers Ltd.;
President/Chief Executive Officer/Chief Financial Officer/Director of Delaware
General Management, Inc.; Vice President/Chief Operating Officer/Director of
Lincoln National Investment Companies, Inc.; and Executive Vice President/Chief
Operating Officer/Chief Financial Officer/Director of Vantage Global Advisors,
Inc. During the past five years, Mr. Downes has served in various executive
capacities at different times within Delaware Investments.
Walter P. Babich (age 73) 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 63) Director/Trustee of each Fund and 25 other 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 19
investment companies for which he currently serves as Director in 1998 and
appointed to the Boards of 14 investment companies for which he currently serves
as Director in 2000; Consultant to Delaware Investments, 1991-1997; Chairman of
the Board of
* 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").
3
<PAGE>
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, Mr. Durham served as a director and in various executive capacities at
different times within Delaware Management Holdings, Inc., Delaware Management
Company, Inc., Delaware Distributors, Inc. and Delaware Service Company, Inc.
Anthony D. Knerr (age 61) 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 59) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; Retired Treasurer, National Gallery of
Art; Director of Recoton Corp., 1999 to present; Treasurer, National Gallery of
Art, 1994-1999; 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 64) 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; Director of
Lightening Rod Software, February 2000 to present; Director of Valmont
Industries (irrigation systems and steel pole manufacturing), 1987 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 AetherWorks Inc. (computer telephone), 1999-2000 and
Director, 1992-2000; Director of Minnegasco, Span Link Communications
(software), 1995-2000; 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 74) 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 52) 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,
2000, each Fund held six Board meetings, two of which were two day meetings. All
of the Directors attended at least 75% of those meetings.
4
<PAGE>
Each Fund has an Audit Committee for the purpose of meeting, at least
annually, with the Fund's officers and independent auditors to oversee the
quality of financial reporting and the internal controls of each Fund, and for
such other purposes as the Board of Directors may from time to time direct. The
Audit Committee of each Fund consists of the following four Directors appointed
by the Board: Ann R. Leven, Chairperson; Anthony D. Knerr; Thomas F. Madison;
and Charles E. Peck. All of the members of the Audit Committee are considered to
be independent for purposes of the rules of the New York and American Stock
Exchanges, as appropriate, and are not considered to be "interested persons"
under the 1940 Act. 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,
2000. The Board of Directors of each Fund has adopted a written charter for each
Fund's Audit Committee, attached as Exhibit E.
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 four Directors appointed by the Board:
Anthony D. Knerr, Chairperson; John H. Durham; and Charles E. Peck, all of whom
are independent, and David K. Downes. 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. Nominations should be received by the date set
forth under "Shareholder Proposals" on page 8.
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 currently receives a
total annual retainer fee of $50,000 for serving as a Director for all 33
investment companies within Delaware Investments, plus $3,145 for each set of
Board meetings attended (six regular meetings, two of which are two day
meetings). Prior to May 1, 2000, John H. Durham served as a Director for 19
investment companies within Delaware Investments and as such received a total
annual retainer fee during calendar year 1999 of $32,180, plus $1,810 for each
set of Board meetings attended. Walter P. Babich is the current Coordinating
Director for the Funds and receives an additional retainer of $8,000 from all 33
investment companies within Delaware Investments. 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, plus $1,000
for each meeting in excess of five in any calendar year. The chairperson of the
Audit Committee receives an annual retainer of $8,000, plus $1,000 for each
meeting in excess of five in any calendar year. Independent Directors who are
members of the Nominating Committee receive $1,000 for each committee meeting.
In addition, the chairperson of the Nominating Committee receives an annual
retainer of $500.
Under the terms of each Fund's retirement plan for Directors, each
independent Director who, at the time of his or her retirement from the Board of
Directors, has attained the age of 70 and has served on the Board of Directors
for at least five continuous years, is entitled to receive payments from the
investment companies within Delaware Investments 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, 2000, he or she would have been entitled to annual payments in the
amount of $38,000. 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, 2000.
5
<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 $1,147 $1,129 $1,297 $1,311 $1,297 $1,278 $938
Delaware Group
Global Dividend
and Income
Fund, Inc. None None $841 $883 $962 $969 $962 $954 $744
Voyageur Arizona
Municipal Income
Fund, Inc. None None $705 $401 $820 $823 $820 $821 $802
Voyageur Colorado
Insured Municipal
Income Fund, Inc. None None $786 $442 $912 $917 $912 $914 $883
Voyageur Florida
Insured Municipal
Income Fund None None $681 $389 $792 $795 $792 $794 $778
Voyageur Minnesota
Municipal Income
Fund, Inc. None None $685 $391 $797 $800 $797 $798 $782
Voyageur Minnesota
Municipal Income
Fund II, Inc. None None $890 $494 $1,031 $1,040 $1,031 $1,035 $989
Voyageur Minnesota
Municipal Income
Fund III, Inc. None None $648 $372 $755 $757 $755 $755 $744
Total Compensation
From All Investment
Companies in Delaware
Investments for the
12 months ended
August 31, 2000 None None $60,001 $53,796 $65,001 $66,001 $65,001 $65,001 $60,001
</TABLE>
(1) Prior to May 1, 2000, Mr. Durham was 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.
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, William E. Dodge, Jude T. Driscoll, Richard
J. Flannery, Richelle S. Maestro and Michael P. Bishof. 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.
Section 16 of the Securities Exchange Act of 1934, as amended, requires that
Forms 3, 4, and 5 be filed with the SEC, the relevant securities exchange and
the relevant Fund, by or on behalf of certain persons, including directors,
certain officers, and certain affiliated persons of the investment manager or
sub-adviser. The Funds believe that these requirements were met, except that
management failed to timely file Form 3s on behalf of Charles E. Haldman, Jude
T. Driscoll and John H. Durham.
6
<PAGE>
Management's Ownership of the Funds. Attached to this Proxy Statement as
Exhibit F is a list of the Directors' shareholdings of all Delaware Investments
funds on an individual basis as of August 31, 2000. This Exhibit also states the
aggregate holdings of the 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. 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.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
PROPOSAL 1
Election of Directors
------------------------------------------------------------------------------------------------------------------------------------
Stork, Downes, Babich, Durham,
FUND Knerr, Leven and Peck Madison and Yeomans
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Delaware Group Dividend
and Income Fund, Inc.; Delaware Plurality of votes cast.
Group Global Dividend and
Income Fund, Inc.
------------------------------------------------------------------------------------------------------------------------------------
Voyageur Florida Insured Plurality of votes cast of common Plurality of votes cast of
Municipal Income Fund and preferred shares. preferred shares.
------------------------------------------------------------------------------------------------------------------------------------
Voyageur Funds (other than Affirmative vote of the greater of: Affirmative vote of the greater of:
Voyageur Florida Insured (1) a majority of common and (1) a majority of preferred shares
Municipal Income Fund) preferred shares present in person present in person or by proxy and
or by proxy and entitled to vote at entitled to vote at the Meeting;
the Meeting; or (2) a majority of or (2) a majority of the minimum
the minimum number of common number of preferred shares entitled
and preferred shares entitled to to vote at the Meeting that would
vote at the Meeting that would constitute a quorum.
constitute a quorum.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
Required Vote. Provided that a quorum is present at the Meeting, either in
person or by proxy, the following votes are required to ratify the selection of
independent auditors for each Fund.
7
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
PROPOSAL 2
Ratification of
FUND Selection of Independent Auditors
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Delaware Group Dividend
and Income Fund, Inc.; Delaware Affirmative vote of a majority of votes cast at the Meeting.
Group Global Dividend and
Income Fund, Inc.
------------------------------------------------------------------------------------------------------------------------------------
Voyageur Florida Insured Affirmative vote of a majority of common and preferred shares
Municipal Income Fund present in person or by proxy and entitled to vote at the Meeting.
------------------------------------------------------------------------------------------------------------------------------------
Voyageur Funds (other than Affirmative vote of the greater of: (1) a majority of common and
Voyageur Florida Insured preferred shares present in person or by proxy and entitled to vote
Municipal Income Fund) at the Meeting; or (2) a majority of the minimum number of
common and preferred shares entitled to vote at the Meeting that
would constitute a quorum.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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, an affiliate of DMC and DIAL, performs administrative and accounting
services for the Funds.
Shareholder Proposals. If a Fund holds an annual meeting of shareholders in
2001, shareholder proposals to be included in the Funds' Proxy Statement for
that meeting must be received no later than June 4, 2001. Such proposals should
be sent to the Fund, directed to the attention of its Secretary, at the address
of its principal executive office printed on the first page of this Proxy
Statement.
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 this Proxy Statement.
8
<PAGE>
EXHIBIT A
OUTSTANDING SHARES AS OF RECORD DATE (SEPTEMBER 18, 2000)
Delaware Group Dividend and Income Fund, Inc. 12,876,300
Delaware Group Global Dividend and Income Fund, Inc. 5,985,852
Voyageur Arizona Municipal Income Fund, Inc. 2,982,700
Common Stock 2,982,200
Preferred Stock 500
Voyageur Colorado Insured Municipal Income Fund, Inc. 4,837,900
Common Stock 4,837,100
Preferred Stock 800
Voyageur Florida Insured Municipal Income Fund 2,422,600
Common Shares 2,422,200
Preferred Shares 400
Voyageur Minnesota Municipal Income Fund, Inc. 2,595,100
Common Stock 2,594,700
Preferred Stock 400
Voyageur Minnesota Municipal Income Fund II, Inc. 7,253,400
Common Stock 7,252,200
Preferred Stock 1,200
Voyageur Minnesota Municipal Income Fund III, Inc. 1,837,500
Common Stock 1,837,200
Preferred Stock 300
9
<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 18, 2000. 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 12,524,162 97.27% of Fund
Delaware Group Global Cede & Co.
Dividend and Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004 5,808,505 97.03% of Fund
Voyageur Arizona Cede & Co.
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 2,857,030 95.79% of Fund
Voyageur Arizona Salomon Smith Barney, Inc.
Municipal Income Fund, Inc. 333 West 34th Street
Preferred Stock New York, NY 10001 245 49% of Preferred Stock
Series A 0.008% of Fund
Voyageur Arizona Salomon Smith Barney, Inc.
Municipal Income Fund, Inc. Attn: Pat Haller
Preferred Stock 333 West 34th Street 50% of Preferred Stock
Series B New York, NY 10001 250 0.008% of Fund
Voyageur Colorado Insured Cede & Co.
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 4,449,751 91.98% of Fund
Voyageur Colorado Insured Merrill Lynch, Pierce, Fenner
Municipal Income Fund, Inc. & Smith Safekeeping
Preferred Stock 4 Corporate Place
Series A Corporate Park 287 36.38% of Preferred Stock
Piscataway, NJ 08855 291 0.006% of Fund
Salomon Smith Barney, Inc.
333 West 34th Street 12.36% of Preferred Stock
New York, NY 10001 99 0.002% of Fund
Voyageur Colorado Insured Merrill Lynch, Pierce, Fenner
Municipal Income Fund, Inc. & Smith Safekeeping
Preferred Stock 4 Corporate Place
Series B Corporate Park 287 42.86% of Preferred Stock
Piscataway, NJ 08855 343 0.007% 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 2,204,861 91.01% of Fund
Voyageur Florida Insured Salomon Smith Barney, Inc.
Municipal Income Fund 333 West 34th Street 41% of Preferred Shares
Preferred Shares New York, NY 10001 164 0.007% of Fund
Series A
Paine Webber Inc.
1000 Harbor Boulevard 9% of Preferred Shares
Weehawken, NJ 07087 36 0.002% of Fund
Voyageur Florida Insured Salomon Smith Barney, Inc.
Municipal Income Fund 333 West 34th Street 48.75% of Preferred Shares
Preferred Shares New York, NY 10001 195 0.008% of Fund
Series B
Voyageur Minnesota Cede & Co.
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 2,219,292 85.52% of Fund
Voyageur Minnesota Salomon Smith Barney, Inc.
Municipal Income Fund, Inc. 333 West 34th Street 74.25% of Preferred Stock
Preferred Stock New York, NY 10001 297 0.01% of Fund
State Street
One Financial Center 25% of Preferred Shares
Boston, MA 02111 100 0.004% of Fund
Voyageur Minnesota Cede & Co.
Municipal Income Fund II, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 6,421,778 88.53% of Fund
Voyageur Minnesota Salomon Smith Barney, Inc.
Municipal Income Fund II, Inc. 333 West 34th Street 29.17% Preferred Stock
Preferred Stock New York, NY 10001 350 0.005% of Fund
Series A
Paine Webber Inc.
1000 Harbor Blvd. 19% of Preferred Stock
Weehawken, NJ 07087 228 0.003% of Fund
Voyageur Minnesota Salomon Smith Barney, Inc.
Municipal Income Fund II, Inc. 333 West 34th Street
Preferred Stock New York, NY 10001 47.67% of Preferred Stock
Series B 572 0.008% of Fund
Voyageur Minnesota Cede & Co.
Municipal Income Fund III, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004 1,634,816 88.97% of Fund
Voyageur Minnesota Municipal Salomon Smith Barney, Inc.
Income Fund III, Inc. 333 West 34th Street 100% of Preferred Stock
Preferred Stock New York, NY 10001 300 0.02% 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 Durham(1) 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 2000 1997 1997 1994 1997 1999
Voyageur Colorado
Insured Municipal
Income Fund, Inc. 1997 1999 1997 2000 1997 1997 1994 1997 1999
Voyageur Florida
Insured Municipal
Income Fund 1997 1999 1997 2000 1997 1997 1994 1997 1999
Voyageur Minnesota
Municipal Income
Fund, Inc. 1997 1999 1997 2000 1997 1997 1994 1997 1999
Voyageur Minnesota
Municipal Income
Fund II, Inc. 1997 1999 1997 2000 1997 1997 1994 1997 1999
Voyageur Minnesota
Municipal Income
Fund III, Inc. 1997 1999 1997 2000 1997 1997 1994 1997 1999
</TABLE>
(1) Mr. Durham was reappointed to the Boards of Directors of 19 of the
investment companies within Delaware Investments on April 16, 1998. He was
appointed to the Boards of Directors of the Voyageur Funds as of May 1,
2000.
12
<PAGE>
EXHIBIT D
EXECUTIVE OFFICERS OF THE FUNDS
Richard G. Unruh (age 60) Executive Vice President of the Funds and of the
other 25 investment companies within Delaware Investments, and of Delaware
Management Holdings, Inc., Delaware Management Company (a series of Delaware
Management Business Trust) and Delaware Capital Management, Inc.; Executive Vice
President/Trustee of Delaware Management Business Trust; Chief Executive
Officer/Chief Investment Officer 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.
William E. Dodge (age 51) Executive Vice President/Chief Investment
Officer, Equity of the Funds and of the other 25 investment companies within
Delaware Investments, and of Delaware Management Company (a series of Delaware
Management Business Trust); Executive Vice President of Delaware Management
Business Trust and Delaware Capital Management, Inc.; President/Chief Investment
Officer, Equity of Delaware Investment Advisers (a series of Delaware Management
Business Trust); and Director/Executive Vice President, Equity of Vantage Global
Advisors, Inc. Prior to joining Delaware Investments in 1999, Mr. Dodge was
President, Director of Marketing, and Senior Portfolio Manager for Marvin &
Palmer Associates.
Jude T. Driscoll (age 37) Executive Vice President/Head of Fixed-Income of
the Funds and of the other 25 investment companies within Delaware Investments,
and of Delaware Management Company (a series of Delaware Management Business
Trust) and Delaware Investment Advisers (a series of Delaware Management
Business Trust). Prior to joining Delaware Investments in 2000, Mr. Driscoll was
Senior Vice President, Director of Fixed-Income Process at Conseco Capital
Management from June, 1998 to August, 2000. Prior to that, he was Managing
Director for NationsBanc Capital Markets, 1996-1998; Vice President of Goldman
Sachs, 1991-1995; and Assistant Vice President of Conseco Capital Management,
1989-1990.
Richard J. Flannery (age 43) Executive Vice President/General Counsel of
the Funds and of the other 25 investment companies within Delaware Investments,
and of Delaware Management Holdings, Inc., Delaware Management Company (a series
of Delaware Management Business Trust), Delaware Investment Advisers (a series
of Delaware Management Business Trust), Delaware Distributors, L.P. and Founders
CBO Corporation; Executive Vice President/General Counsel/Director of DMH Corp.,
Delvoy, Inc., Delaware Management Company, Inc., 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 Delaware General Management, Inc.;
Executive Vice President/General Counsel/Trustee of Delaware Management Business
Trust; Director of Delaware International Advisers Ltd.; Director of HYPPCO
Finance Company Ltd.; and Executive Vice President/General Counsel/Director of
Vantage Global Advisors, Inc. During the past five years, Mr. Flannery has
served in various executive capacities at different times within Delaware
Investments.
Richelle S. Maestro (age 42) Senior Vice President/Deputy General
Counsel/Secretary of the Funds and of the other 25 investment companies within
Delaware Investments, and of 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.,
13
<PAGE>
Retirement Financial Services, Inc., Delaware Management Trust Company, Delaware
Distributors, L.P., Delaware Distributors, Inc., Delaware International
Holdings, Ltd., Founders Holdings, Inc., and Delaware General Management, Inc.;
Secretary of Founders CBO Corporation and Lincoln National Investments
Companies, Inc. During the past five years, Ms. Maestro has served in various
executive capacities at different times within Delaware Investments.
Michael P. Bishof (age 38) Senior Vice President/Treasurer of the Funds and
of the other 25 investment companies within Delaware Investments; Senior Vice
President/Investment Accounting of Delaware Management Company (a series of
Delaware Management Business Trust), Delaware Service Company, Inc., Delaware
Capital Management, Inc., Delaware Distributors, L.P., Founders Holdings, Inc.;
Senior Vice President/Treasurer/Investment Accounting of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Senior Vice
President/Manager of Investment Accounting of Delaware International Holdings
Ltd.; Senior Vice President/Assistant Treasurer of Founders CBO Corporation; and
Senior Vice President/Investment Accounting of Vantage Global Advisors, Inc.
During the past five years, Mr. Bishof has served in various executive
capacities at different times within Delaware Investments.
14
<PAGE>
EXHIBIT E
DELAWARE INVESTMENTS
FAMILY OF FUNDS
AUDIT COMMITTEE CHARTER
1. Committee Composition. The Audit Committee shall be composed of not less
than three qualified and Independent (as defined and described in Attachment A
hereto) Directors/Trustees selected by the Board, one of whom shall be
designated as Chairperson. Each member of the Committee shall serve for three
years or until his or her successor has been appointed and qualified. The
Chairperson and members of the Committee shall receive such compensation for
their service on the Committee as the Board may determine from time to time.
2. Purposes. The purposes of the Audit Committee are:
(a) to monitor the Fund's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal
controls of certain service providers;
(b) to monitor the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and
(c) to act as a liaison between the Fund's independent auditors and the
full Board of Directors/Trustees; and
(d) to monitor the Fund's safeguards with respect to both inflow and
outflow of funds, Y2K compliance and the integrity of computer
systems.
The outside auditor for the Fund is ultimately accountable to the Board of
Directors/Trustees and Audit Committee of the Fund. The Audit Committee and
Board of Directors/Trustees have the ultimate authority and responsibility to
select, evaluate and, where appropriate, replace the outside auditor (or to
nominate the outside auditor to be proposed for shareholder approval in any
proxy statement).
The function of the Audit Committee is oversight in the sense that it is to
watch closely, to maintain surveillance, carefully review relevant matters and
make appropriate suggestions; it is management's responsibility to direct,
manage and maintain appropriate systems for accounting and internal control, and
the auditor's responsibility to plan and carry out a proper audit.
3. Duties and Powers. To carry out its purposes, the Audit Committee shall
have the following duties and powers:
(a) to recommend the selection, retention or termination of external
auditors and, in connection therewith, annually to receive, evaluate
and discuss with the external auditors a formal written report from
them setting forth all consulting or other relationships with the
Fund, the Investment Manager or their affiliates, which shall include
specific representations as to their objectivity and independence;
(b) to meet with the Fund's external auditors, including private meetings
as necessary (i) to review the arrangements for and scope of the
annual audit and any special audits; (ii) to discuss any matters of
concern relating to the Fund's financial statements, including any
adjustments to such statements recommended by the auditors, or other
results of said audit(s); (iii) to consider the auditors' comments
with respect to the Fund's financial
15
<PAGE>
policies, procedures and internal accounting controls and management's
responses thereto; and (iv) to review the form of opinion the auditors
propose to render to the Board and shareholders;
(c) to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors;
(d) to review the fees charged by the auditors for audit and non-audit
services; and
(e) to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other matters
as the Committee may deem necessary or appropriate.
4. Meetings. The Committee shall meet on a regular basis and is empowered
to hold special meetings as circumstances require. The Committee shall regularly
meet with the Chief Financial Officer and Treasurer of the Fund and with
internal auditors for the Investment Manager.
5. Resources. The Committee shall have the resources and authority
appropriate to discharge its responsibilities, including the authority to retain
special counsel and other experts or consultants at the expense of the
appropriate Fund(s).
6. Annual Charter Review. The Committee shall review this Charter at least
annually and recommend any changes to the full Board of Directors/Trustees.
16
<PAGE>
ATTACHMENT A
to
AUDIT COMMITTEE CHARTER
of
DELAWARE INVESTMENTS
FAMILY OF FUNDS
1. Independent Defined. To qualify as "Independent" for these purposes,
Directors/Trustees may have no relationship to the Fund, the Investment Manager
or their affiliates that may interfere with the exercise of their independence
from management and the Funds, must be "Independent Directors" within the
meaning of Section 121A of the listing standards of the American Stock Exchange
and may not be "interested persons" as defined in the Investment Company Act of
1940.
2. Membership Qualifications. In addition to the definition of Independent
provided in paragraph 1 above, the following restrictions shall apply to every
Audit Committee member:
(a) Financial Literacy. Each member of the Audit Committee shall be
financially literate, as such qualification is interpreted by the
Fund's Board in its business judgment, or must become financially
literate within a reasonable period of time after his or her
appointment to the Audit Committee. At least one member of the Audit
Committee must have accounting or related financial management
expertise, as the Board interprets such qualification in its business
judgment.
(b) Employees. A Director/Trustee who is an employee (including
non-employee executive officers) of the Fund, the Investment Manager
or any of their affiliates may not serve on the Audit Committee until
three years following termination of his or her employment. In the
event the employment relationship is with a former parent or
predecessor of the Fund, the Investment Manager or their affiliates,
the Director/Trustee could serve on the Audit Committee after three
years following the termination of the relationship between the Fund
and the former parent or predecessor of the Fund, the Investment
Manager or their affiliates.
(c) Business Relationship. A Director/Trustee (i) who is a partner,
controlling shareholder, or executive officer of an organization that
has a business relationship with the Fund or (ii) who has a direct
business relationship with the Fund (e.g., a consultant) may serve on
the Audit Committee only if the Fund's Board of Directors/Trustees
determines in its business judgment that the relationship does not
interfere with the Director/Trustee's exercise of independent
judgment. In making a determination regarding the independence of a
Director/Trustee pursuant to this paragraph, the Board of
Directors/Trustees should consider, among other things, the
materiality of the relationship to the Fund, the Investment Manager or
their affiliates, to the director and, if applicable, to the
organization with which the Director/Trustee is affiliated.
"Business relationships" can include commercial, industrial, banking,
consulting, legal, accounting and other relationships. A
Director/Trustee can have this relationship directly with the Fund, or
the Director/Trustee can be a partner, officer or employee of an
organization that has such a relationship. The Director/Trustee may
serve on the Audit Committee without the above-referenced Board of
Directors'/Trustees' determination after three years following the
termination of, as applicable, either (1) the relationship between the
organization with which the Director/Trustee is affiliated and the
Fund, (2) the relationship between the Director/Trustee and his or her
partnership status, shareholder interest or executive officer
position, or (3) the direct business relationship between the
Director/Trustee and the Fund.
17
<PAGE>
(d) Cross Compensation Committee Link. A Director/Trustee who is employed
as an executive of a corporation where any of the Fund's executives
serves on that corporation's compensation committee may not serve on
the Audit Committee.
(e) Immediate Family. A Director/Trustee who is an Immediate Family member
of an individual who is an executive officer of the Fund, the
Investment Manager or any of their affiliates cannot serve on the
Audit Committee until three years following the termination of such
employment relationship.
(f) Independence Requirement of Audit Committee Members. Notwithstanding
the requirements of subparagraphs 2(b) and 2(e) hereof, one
Director/Trustee who is no longer an employee or who is an Immediate
Family member of a former executive officer of the Fund, the
Investment Manager or their affiliates, but is not considered
independent pursuant to these provisions due to the three-year
restriction period, may be appointed, under exceptional and limited
circumstances, to the Audit Committee if the Fund's Board of
Directors/Trustees determines in its business judgment that membership
on the Committee by the individual is required by the best interests
of the Fund and its shareholders, and the Fund discloses, in the next
annual proxy statement subsequent to such determination, the nature of
the relationship and the reasons for that determination.
3. Definitions.
"Immediate Family" includes a person's spouse, parents, children,
siblings, mothers-in-law, sons and daughters-in-law, brothers and
sisters-in-law, and anyone (other than employees) who shares such person's
home.
"Affiliate" includes a subsidiary, sibling company, predecessor,
parent company, or former parent company.
"Officer" shall have the meaning specified in Rule 16a-1(f) under the
Securities Exchange Act of 1934, or any successor rule.
4. Written Affirmation. With respect to any subsequent changes to the
composition of the Audit Committee, and otherwise approximately once each year,
the Fund should provide the New York Stock Exchange Written Affirmation in the
form attached hereto regarding:
(a) Any determination that the Company's Board of Directors/Trustees has
made regarding the independence of Director/Trustees pursuant to any
of the subparagraphs above;
(b) The financial literacy of the Audit Committee members;
(c) The determination that at least one of the Audit Committee members has
accounting or related financial expertise; and
(d) The annual review and reassessment of the adequacy of the Audit
Committee Charter.
18
<PAGE>
EXHIBIT F
SHAREHOLDINGS BY DIRECTORS IN THE DELAWARE INVESTMENTS FUNDS
AS OF AUGUST 31, 2000
<TABLE>
<CAPTION>
Percentage of Series/
Company Shares Owned Fund Owned
------- ------------ ---------------------
<S> <C> <C>
Wayne A. Stork
Delaware Group Equity Funds I
Delaware Devon Fund ............................ 66,867 less than 1%/less than 1%
Delaware Group Equity Funds II
Delaware Decatur Equity Income Fund ............ 1,435 less than 1%/less than 1%
Delaware Group Equity Funds V
Delaware Small Cap Value Fund .................. 183,273 1.87%/1.73%
Delaware Group Government Fund
Delaware American Government
Bond Fund ......................................... 6,116 less than 1%/less than 1%
Delaware Group Cash Reserve
Delaware Cash Reserve Fund ..................... 10,108,947 1.74%/1.74%
Delaware Group Tax-Free Money Fund
Delaware Tax-Free Money Fund ................... 1,135 less than 1%/less than 1%
Delaware Group State Tax-Free Income Trust
Delaware Tax-Free Pennsylvania Fund ............ 982,730 1.01%/1.00%
Voyageur Mutual Funds III
Delaware Select Growth Fund .................... 9,777 less than 1%/less than 1%
Walter P. Babich
Delaware Group Cash Reserve
Delaware Cash Reserve Fund ..................... 33,189 less than 1%/less than 1%
Voyageur Mutual Funds III
Delaware Select Growth Fund .................... 13,130 less than 1%/less than 1%
Ann R. Leven
Delaware Group Equity Funds II
Delaware Decatur Equity Income Fund ............ 2,582 less than 1%/less than 1%
Delaware Growth and Income Fund ................ 2,480 less than 1%/less than 1%
Delaware Group Equity Funds III
Delaware Trend Fund ............................ 4,491 less than 1%/less than 1%
Delaware Group Equity Funds V
Delaware Small Cap Value Fund .................. 1,017 less than 1%/less than 1%
Delaware Group Global & International Funds
Delaware International Equity Fund ............. 655 less than 1%/less than 1%
Delaware Group Equity Funds
Charles E. Peck
Delaware Group Equity Funds I
Delaware Balanced Fund ......................... 17,120 less than 1%/less than 1%
Delaware Devon Fund ............................ 4,728 less than 1%/less than 1%
Delaware Group Equity Funds II
Delaware Growth and Income Fund ................ 11,731 less than 1%/less than 1%
Delaware Group Equity Funds III
Delaware Trend Fund ............................ 25,789 less than 1%/less than 1%
Delaware Group Equity Funds IV
Delaware Growth Opportunities Fund ............ 8,794 less than 1%/less than 1%
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Percentage of Series/
Company Shares Owned Fund Owned
------- ------------ ---------------------
<S> <C> <C>
Delaware Group Equity Funds V
Delaware Small Cap Value Fund ................. 993 less than 1%/less than 1%
Delaware Group Income Funds
Delaware Delchester Fund ...................... 8,051 less than 1%/less than 1%
Delaware Group Limited-Term Government Funds
Delaware Limited-Term Government Fund ......... 2,204 less than 1%/less than 1%
Delaware Group Adviser Funds
Delaware U.S. Growth Fund ..................... 15,925 less than 1%/less than 1%
Delaware Group Global & International Funds
Delaware International Equity Fund ............ 12,127 less than 1%/less than 1%
Voyageur Mutual Funds III
Delaware Select Growth Fund ................... 1,989 less than 1%/less than 1%
David K. Downes
Delaware Group Limited Term Government Funds
Delaware Limited Term Government Fund ......... 28,704 less than 1%/less than 1%
Voyageur Mutual Funds.
Delaware National High-Yield
Municipal Bond Fund ........................... 3,110 less than 1%/less than 1%
Voyageur Mutual Funds III
Delaware Select Growth Fund ................... 2,804 less than 1%/less than 1%
Thomas F. Madison
Delaware Group Equity Funds I
Delaware Devon Fund ........................... 250 less than 1%/less than 1%
Delaware Group Global & International Funds
Delaware International Equity Fund ............ 167 less than 1%/less than 1%
Voyageur Mutual Funds III
Delaware Select Growth Fund ................... 139 less than 1%/less than 1%
John H. Durham
Delaware Group Equity Funds II
Delaware Growth and Income Fund ............... 5,265 less than 1%/less than 1%
Delaware Group Cash Reserve
Delaware Cash Reserve Fund .................... 96,609 less than 1%/less than 1%
Delaware Pooled Trust
Delaware REIT Fund ............................ 2,942 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, 2000, less than 1% of each Fund's outstanding shares.
20
<PAGE>
This page intentionally left blank
<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 2, 2000
DELAWARE(TM)
INVESTMENTS
===========
Philadelphia o London
PX-DECE [--]PP 10/00
<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 (X) the appropriate boxes below.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
|-| |-| |-|
FOR AGAINST ABSTAIN
|_| |_| |_|
THIS PROXY CARD IS ONLY VALID WHEN SIGNED. PLEASE SIGN NAME OR NAMES BELOW TO
AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE.
Date: __________________________________________, 2000
----------------------------------------------------
----------------------------------------------------
Signature(s) (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 David K. Downes and Richard J. Flannery, 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 2, 2000 at 11:00 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 (or, in their discretion, to
withhold their 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 THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH PROPOSAL DESCRIBED
IN THE ACCOMPANING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR"
EACH SUCH PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE (OR TO WITHHOLD THEIR
VOTE) ON 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) 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*
*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 right side of card.]
Please vote by checking (X) the appropriate boxes below.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
|-| |-| |-|
FOR AGAINST ABSTAIN
|_| |_| |_|
THIS PROXY CARD IS ONLY VALID WHEN SIGNED. PLEASE SIGN NAME OR NAMES BELOW TO
AUTHORIZE THE VOTING OF YOUR SHARES AS INDICATED ABOVE.
Date: __________________________________________, 2000
----------------------------------------------------
----------------------------------------------------
Signature(s) (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 David K. Downes and Richard J. Flannery, 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 2, 2000 at 11:00 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 (or, in their discretion, to
withhold their 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 THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH PROPOSAL DESCRIBED
IN THE ACCOMPANING PROXY STATEMENT AS MARKED, OR IF NOT MARKED, TO VOTE "FOR"
EACH SUCH PROPOSAL, AND TO USE THEIR DISCRETION TO VOTE (OR TO WITHHOLD THEIR
VOTE) ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE
COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
