Edgar Filing: DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND III INC

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-12

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

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

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[X] No fee required.
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Delaware
Investments(SM)
--------------------------------------
A member of Lincoln Financial Group(R)

COMBINED PROXY STATEMENT AND
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, SEPTEMBER 12, 2002

To the Shareholders of:

Delaware Investments Dividend and Income Fund, Inc.
Delaware Investments Global Dividend and Income Fund, Inc.
Delaware Investments Arizona Municipal Income Fund, Inc.
Delaware Investments Colorado Insured Municipal Income Fund, Inc.
Delaware Investments Florida Insured Municipal Income Fund
Delaware Investments Minnesota Municipal Income Fund, Inc.
Delaware Investments Minnesota Municipal Income Fund II, Inc.
Delaware Investments Minnesota Municipal Income Fund III, Inc.

This is your official notice that the Joint Annual Meeting of
Shareholders of each Delaware Investments closed-end registered investment
company listed above (each individually, a "Fund" and, collectively, the
"Funds") will be held at Two Commerce Square, 2001 Market Street, 2nd Floor,
Philadelphia, Pennsylvania on Thursday, September 12, 2002 at 11:00 a.m. The
purpose of the meeting is to select a Board of Directors (or Trustees) for each
Fund and to transact any other business that properly comes before the meeting
and any adjournments of the meeting.

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

/s/ Charles E. Haldeman, Jr.
----------------------------
Charles E. Haldeman, Jr.
Chairman

July 30, 2002

This page intentionally left blank

Delaware 2005 Market Street
Investments(SM) Philadelphia, PA 19103
-------------------------------------- 1-800-362-7500
A member of Lincoln Financial Group(R)

PROXY STATEMENT

JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, SEPTEMBER 12, 2002

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, September 12, 2002 at 11:00 a.m. at Two Commerce Square, 2001 Market
Street, 2nd Floor, Philadelphia, Pennsylvania and/or at any adjournments of the
meeting (hereafter, the "Meeting").

Purpose of the Meeting. The purpose of the Meeting is to consider the
Proposal 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. The persons designated on the Proxy Card as proxies will also be
authorized to vote (or to withhold their vote) in their discretion on any other
matters which properly come before the Meeting. They may also vote in their
discretion to adjourn the Meeting. If you sign and return a Proxy Card, you may
still attend the Meeting to vote your shares in person. If your shares are held
of record by a broker and you wish to vote in person at the Meeting, you should
obtain a Legal Proxy from your broker of record and present it at the Meeting.
You may also revoke your proxy at any time before the Meeting: (i) by notifying
Delaware Investments in writing at 2005 Market Street, Philadelphia, PA 19103;
(ii) by submitting a later signed Proxy Card; or (iii) by voting your shares in
person at the Meeting. If your shares are held in the name of your broker, you
will have to make arrangements with your broker to revoke any previously
executed proxy.

Each shareholder may cast one vote for each full share and a partial
vote for each partial share of a Fund that they owned of record on July 18,
2002. 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
July 30, 2002.

This proxy solicitation is being made largely by mail, but may also be
made by officers or employees of the Funds or their investment manager or
affiliates, through telephone, facsimile, or other communications. The Funds may
also employ a professional proxy solicitation firm, although they do not
presently intend to do so. The cost of the solicitation is being borne by the
Funds. The Funds may reimburse banks, brokers or dealers for their reasonable
expenses in forwarding soliciting materials to beneficial owners of the Funds'
shares.

Required Votes. All shareholders of a Fund vote together to elect
Directors, regardless of whether the Fund has both common and preferred
shareholders, with one exception. The holders of preferred shares of each of the
Funds that have issued one or more classes of preferred shares ("Preferred Share
Funds") have the exclusive right to separately elect two Directors, in addition
to the right to vote for the remaining Directors together with the holders of
the common shares. Each of the Funds except Delaware Investments Dividend and
Income Fund, Inc. ("DDF") and Delaware Investments Global Dividend and Income
Fund, Inc. ("DGF") have issued preferred shares.

The amount of votes of each Fund that are needed to approve proposals
varies. The voting requirements with respect to the election of Directors are
described within Proposal One. 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 a proposal which requires a
plurality or majority of votes cast for approval, but would have the same effect
as a vote "AGAINST" a proposal requiring a majority of votes present. Because
the Proposal presented is considered to be a "routine" voting item, the Funds do
not expect to recognize broker non-votes.

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 the
Proposal, management may propose an adjournment or adjournments of the Meeting
for a Fund. Any adjournment would require a vote in favor of the adjournment by
the holders of a majority of the shares present at the Meeting in person or by
proxy. The persons named as proxies 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: Charles E. Haldeman, Jr.,
David K. Downes, Walter P. Babich, John H. Durham, John A. Fry, Anthony D.
Knerr, Ann R. Leven, Thomas F. Madison and Janet L. Yeomans.

If elected, these persons will serve as Directors until the next annual
meeting of shareholders called for the purpose of electing Directors, and/or
until their successors have been elected and qualify for office. It is not
expected that any nominee will withdraw or become unavailable for election, but
in such a case, the power given by you in the Proxy Card may be used by the
persons named as proxies to vote for a substitute nominee or nominees as
recommended by the existing Board of Directors.

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

INFORMATION ON EACH FUND'S BOARD OF DIRECTORS

Number of
Portfolios in
Fund
Position(s) Principal Complex
Name, Address and Held with Length of Occupation(s) During Overseen by Other Directorships
Birthdate Funds Time Served Past 5 Years Director Held by Director
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Interested Directors

Charles E. Haldeman, Jr.(1) Chairman and 1 Year Since January 1, 2000, Mr. 89 None
2005 Market Street Director Haldeman has served in various
Philadelphia, PA 19103-7094 executive capacities at different
times at Delaware Investments(2)
October 29, 1948
President/Chief Operating
Officer/Director - United Asset
Management (January
1998 - January 2000)

Partner/Director - Cooke and Bieler,
Inc. (June 1974 - January 1998)
(Investment Management)

David K. Downes(3) President, 9 Years - Mr. Downes has served in various 107 Director/President -
2005 Market Street Chief Executive executive capacities at different Lincoln National
Philadelphia, PA 19103-7094 Executive Officer times at Delaware Investments Convertible Securities
Officer, Chief Fund, Inc.
January 8, 1940 Financial 2 Years -
Officer and Director Director/President -
Director Lincoln National
Income Fund, Inc.

Independent Directors

Walter P. Babich Director 13 Years Board Chairman - Citadel 107 None
460 North Gulph Road Constructors, Inc. (1989 - Present)
King of Prussia, PA 19406

October 1, 1927

John H. Durham Director 23 Years(4) Private Investor 107 Trustee - Abington
P.O. Box 819 Memorial Hospital
Gwynedd Valley, PA 19437
President/Director - 22
August 7, 1937 WR Corporation

John A. Fry Director 1 Year President - Franklin and Marshall 89 Director - Sovereign
P.O. Box 3003 College (July 2002 - Present) Bancorp
Lancaster, PA 17604 Executive Vice President -
University of Pennsylvania
May 28, 1960 (April 1995 - June 2002)
Director - Sovereign
Bank

Anthony D. Knerr Director 8 Years Founder/Managing Director 107 None
500 Fifth Avenue Anthony Knerr & Associates (1990 -
New York, NY 10110 Present) (Strategic Consulting)

December 7, 1938

(1) Mr. Haldeman is considered to be an "interested Director" because he is an
executive officer of the Funds' manager and accounting service provider.
Mr. Haldeman also owns shares of common stock of Lincoln National
Corporation ("LNC"), of which the Funds' investment adviser is a
wholly-owned subsidiary.
(2) Delaware Investments is the marketing name for Delaware Management
Holdings, Inc. and its subsidiaries, including the Funds' investment
adviser, principal underwriter and its transfer agent.
(3) Mr. Downes is considered to be an "interested Director" because he is an
executive officer of the Funds' manager and accounting service provider.
Mr. Downes also owns shares of LNC.
(4) Mr. Durham served as a Director Emeritus from 1995 through 1998.

Independent Directors (continued)

Ann R. Leven Director 12 Years Treasurer/Chief Fiscal Officer - 107 Director - Recoton
785 Park Avenue National Gallery of Art Corporation
New York, NY 10021 (1994 - 1999)

November 1, 1940 Director - Systemax
Inc.

Director - Andy
Warhol Foundation

Thomas F. Madison Director 6 Years President/Chief Executive Officer - 107 Director - Valmont
200 South Fifth Street MLM Partners, Inc. (January 1993 - Industries Inc.
Suite 2100 Present) (Small Business Investing
Minneapolis, MN 55402 and Consulting) Director - ACI
Telecentrics Inc.
February 25, 1936
Director - Digital
River Inc.

Director - Rimage
Corporation

Janet L. Yeomans Director 2 Years Vice President/Treasurer - 107 None
Building 220-13W-37 3M Corporation (July 1995 -
St. Paul, MN 55144 Present)

July 31, 1948 Ms. Yeomans has held various
management positions at 3M
Corporation since 1983.

The following table shows each Director's ownership of shares of the Funds and
of all other funds in the Delaware Investments Family of Funds (the "Fund
Complex") as of June 30, 2002.

Aggregate Dollar Range of Equity Securities in
Common Stock of Funds All Registered Investment Companies
Name of Director Beneficially Owned Overseen by Director in Fund Complex
-----------------------------------------------------------------------------------------------------

Interested Directors
Charles E. Haldeman, Jr. none Over $100,000
David K. Downes none Over $100,000
Independent Directors

Walter A. Babich none Over $100,000
John H. Durham none Over $100,000
John A. Fry none none
Anthony D. Knerr none $10,001 - $50,000
Ann R. Leven none Over $100,000
Thomas F. Madison none $10,001 - $50,000
Janet L. Yeomans none none

Board and Committee Meetings. During the last full fiscal year, each Fund
held four Board meetings, three of which were two day meetings. All of the
Directors attended at least 75% of those meetings.

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 three Directors appointed
by the Board: Ann R. Leven, Chairperson; Thomas F. Madison; and Jan L. Yeomans.
Members of the Audit Committee serve for three years or until their successors
have been appointed and qualified. The Audit Committee for each Fund held five
meetings during the fiscal year ended November 30, 2001 for DDF and DGF and
March 31, 2002 for the Preferred Share Funds. The Board of Directors of each
Fund has adopted a written charter for each Fund's Audit Committee, attached as
Exhibit C.

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 John A. Fry, 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 9. The Nominating Committee for each
Fund did not meet during the fiscal year ended November 30, 2001 for DDF and DGF
and March 31, 2002 for the Preferred Share 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 currently receives a
total annual retainer fee of $55,000 for serving as a Director of all 33
investment companies within the Fund Complex, plus $3,145 per day for each day
the Board meets (four regular meetings, all of which are two day meetings).
Walter P. Babich is the current Coordinating Director for the Funds and receives
an additional retainer totalling $10,000 with respect to all 33 investment
companies within the Fund Complex. Members of the Audit Committee currently
receive additional annual compensation totalling $5,000 from all of the
investment companies within the Fund Complex, 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
Fund Complex for a period of time equal to the lesser of the number of years
that the person served as a Director or the remainder of the person's life. The
annual amount of such payments will be equal to the amount of the annual
retainer that is paid to Directors of the investment companies at the time of
the person's retirement. If an eligible Director of each investment company
within the Fund Complex had retired as of June 30, 2002, he or she would have
been entitled to annual payments in the amount of $55,000. The following table
identifies the amount each Director received from each Fund during its last
fiscal year and from the Fund Complex as a whole during the twelve months ended
June 30, 2002.

Charles E. David K. Walter P. John H. John A. Anthony D. Ann R. Thomas F. Janet L.
Fund Name Haldeman, Jr. Downes Babich Durham(1) Fry(2) Knerr Leven Madison Yeomans
--------- ------------- -------- --------- --------- ------- ---------- ------ --------- --------

Delaware Investments
Dividend and
Income Fund, Inc. None None $1,358 $1,279 $1,285 $1,304 $1,358 $1,328 $1,213

Delaware Investments
Global Dividend
and Income
Fund, Inc. None None $1,041 $1,004 $1,008 $1,016 $1,041 $1,027 $ 922

Delaware Investments
Arizona Municipal
Income Fund, Inc. None None $ 862 $ 834 $ 835 $ 837 $ 858 $ 849 $ 753

Delaware Investments
Colorado Insured
Municipal Income
Fund, Inc. None None $ 980 $ 936 $ 936 $ 940 $ 974 $ 960 $ 863

Delaware Investments
Florida Insured
Municipal Income
Fund None None $ 831 $ 809 $ 809 $ 811 $ 829 $ 821 $ 725

Delaware Investments
Minnesota Municipal
Income Fund, Inc. None None $ 836 $ 813 $ 813 $ 815 $ 833 $ 825 $ 729

Delaware Investments
Minnesota Municipal
Income Fund II, Inc. None None $1,107 $1,044 $1,044 $1,050 $1,099 $1,078 $ 980

Delaware Investments
Minnesota Municipal
Income Fund III, Inc. None None $ 780 $ 765 $ 765 $ 766 $ 778 $ 773 $ 677

Total Compensation
From Fund
Complex for the
12 Months Ended
June 30, 2002 None None $76,414 $66,747 $53,775 $67,247 $74,747 $71,747 $71,747

(1) Prior to May 1, 2000, Mr. Durham was not a member of the Board of Directors
of any Preferred Share Fund.
(2) Mr. Fry was appointed to the Board of Directors on January 1, 2001.

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:
Charles E. Haldeman, Jr., David K. Downes, 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. Haldeman and Mr. Downes, whose information is set forth
above along with the other Directors. The Exhibit also identifies which officers
are also officers of Delaware Management Company ("DMC"), the investment manager
of each Fund, or Delaware International Advisers Ltd. ("DIAL"), the sub-adviser
to Delaware Investments 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(a) Beneficial Ownership Reporting Compliance. 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 a Form 3 on behalf of Mitchell L. Conery.

Required Vote. Provided that a quorum is present at the Meeting, either in
person or by proxy, the following votes are required to elect each Fund's Board
of Directors. The holders of the preferred shares of the Preferred Share Funds
have the exclusive right to vote to elect Mr. Madison and Ms. Yeomans to the
Board of Directors of those Funds.

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PROPOSAL 1
Election of Directors
------------------------------------------------------------------------------------------------------------------
Haldeman, Downes, Babich, Durham,
FUND Fry, Knerr, and Leven Madison and Yeomans
------------------------------------------------------------------------------------------------------------------

Delaware Investments Dividend
and Income Fund, Inc.; Delaware Plurality of votes cast.
Investments Global Dividend and
Income Fund, Inc.
------------------------------------------------------------------------------------------------------------------
Delaware Investments Florida Plurality of votes cast of common Plurality of votes cast of
Insured Municipal Income Fund and preferred shares. preferred shares.
------------------------------------------------------------------------------------------------------------------
Preferred Share Funds Affirmative vote of the greater of: Affirmative vote of the greater of:
(other than Delaware Investments (1) a majority of common and (1) a majority of preferred shares
Florida Insured Municipal preferred shares present in person present in person or by proxy and
Income Fund) or by proxy and entitled to vote at entitled to vote at the Meeting; or
the Meeting; or (2) a majority of (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.
------------------------------------------------------------------------------------------------------------------

AUDIT COMMITTEE REPORT

As required by its charter, each Fund's Audit Committee has reviewed and
discussed with Fund management and representatives from Ernst & Young LLP, the
Funds' independent auditors, the audited financial statements for the Fund's
last fiscal year. The Audit Committee has discussed with the independent
auditors the matters required to be discussed by Statement of Auditing Standards
61. The Audit Committee also received the written disclosures and the letter
from its independent auditors required by Independence Standards Board No. 1,
and discussed with a representative of Ernst & Young LLP the independent
auditor's independence. Each Fund's Board of Directors considered the financial
information systems design and implementation fees and other fees received by
Ernst & Young LLP from DMC and its affiliates during the last fiscal year in
connection with its consideration of the auditors' independence. Based on the
foregoing discussions with management and the independent auditors, each Fund's
Audit Committee unanimously recommended to the Fund's Board of Directors that
the aforementioned audited financial statements be included in the Fund's annual
report to shareholders for the last fiscal year.

As noted above, the members of each Fund's Audit Committee are: Ann R. Leven,
Thomas F. Madison and Janet L. Yeomans. All members of each Fund's Audit
Committee meet the standard of independence set forth in the listing standards
of the New York and American Stock Exchanges, as applicable, and are not
considered to be "interested persons" under the 1940 Act. The Fund's Board of
Directors has adopted a formal charter for the Audit Committee setting forth its
responsibilities. A copy of the Audit Committee's charter is included in Exhibit
C to this proxy statement.

Audit Fees. The aggregate fees paid to Ernst & Young LLP in connection
with the annual audit of each Fund's financial statements for its last fiscal
year are set forth below:

--------------------------------------------------------------------------------------------
Fund Audit Fees
--------------------------------------------------------------------------------------------

Delaware Investments Dividend and Income Fund, Inc. $30,950
Delaware Investments Global Dividend and Income Fund, Inc. $30,950
Delaware Investments Arizona Municipal Income Fund, Inc. $16,350
Delaware Investments Colorado Insured Municipal Income Fund, Inc. $24,200
Delaware Investments Florida Insured Municipal Income Fund $13,700
Delaware Investments Minnesota Municipal Income Fund, Inc. $14,700
Delaware Investments Minnesota Municipal Income Fund II, Inc. $26,300
Delaware Investments Minnesota Municipal Income Fund III, Inc. $12,750
-------------------------------------------------------------------------------------------

Financial information systems design and implementation fees. There
were no financial information systems design and implementation services
rendered by Ernst & Young LLP to the Funds, DMC and Delaware Service Company,
Inc. ("DSC") for the period from December 1, 2000 through March 31, 2002.

All Other Fees. The aggregate fees billed for other services rendered
by Ernst & Young LLP to each Fund during its last fiscal year are set forth
below:

---------------------------------------------------------------------------------------------
Fund Other Fees
---------------------------------------------------------------------------------------------

Delaware Investments Dividend and Income Fund, Inc. $15,550
Delaware Investments Global Dividend and Income Fund, Inc. $ 1,550
Delaware Investments Arizona Municipal Income Fund, Inc. $10,000
Delaware Investments Colorado Insured Municipal Income Fund, Inc. $10,000
Delaware Investments Florida Insured Municipal Income Fund $10,000
Delaware Investments Minnesota Municipal Income Fund, Inc. $10,000
Delaware Investments Minnesota Municipal Income Fund II, Inc. $10,000
Delaware Investments Minnesota Municipal Income Fund III, Inc. $10,000
---------------------------------------------------------------------------------------------

In addition, the aggregate fees billed for other non-audit services
rendered to DMC and DSC for the period from May 1, 2000 through April 30, 2001
and for the period from May 1, 2001 through April 30, 2002 were $164,743 and
$246,000, respectively.

OTHER INFORMATION

Investment Manager. DMC (a series of Delaware Management Business
Trust), 2005 Market Street, 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
Investments 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., 2005 Market St.,
Philadelphia, PA 19103, an affiliate of DMC and DIAL, performs administrative
and accounting services for the Funds.

Independent Auditors. Ernst & Young LLP serves as the Funds'
independent auditors. Ernst & Young LLP's principal address is Two Commerce
Square, Philadelphia, PA 19103. A representative of Ernst & Young LLP is
expected to be present at the Meeting. The representative of Ernst & Young LLP
will have an opportunity to make a statement if he or she desires to do so and
will be available to respond to appropriate questions.

Shareholder Proposals. If a Fund holds an annual meeting of
shareholders in 2003, shareholder proposals to be included in the Funds' Proxy
Statement for that meeting must be received no later than April 1, 2003. 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. The persons designated as proxies will vote in
their discretion on any matter if the Funds do not receive notice of such matter
prior to June 16, 2003.

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.

EXHIBIT A

OUTSTANDING SHARES AS OF RECORD DATE (JULY 18, 2002)

Delaware Investments Dividend and Income Fund, Inc. 14,307,000

Delaware Investments Global Dividend and Income Fund, Inc. 6,650,647

Delaware Investments Arizona Municipal Income Fund, Inc. 2,982,700

Common Stock 2,982,200
Preferred Stock 500

Delaware Investments Colorado Insured Municipal Income Fund, Inc. 4,837,900

Common Stock 4,837,100
Preferred Stock 800

Delaware Investments Florida Insured Municipal Income Fund 2,422,600

Common Shares 2,422,200
Preferred Shares 400

Delaware Investments Minnesota Municipal Income Fund, Inc. 2,595,100

Common Stock 2,594,700
Preferred Stock 400

Delaware Investments Minnesota Municipal Income Fund II, Inc. 7,253,400

Common Stock 7,252,200
Preferred Stock 1,200

Delaware Investments Minnesota Municipal Income Fund III, Inc. 1,837,500

Common Stock 1,837,200
Preferred Stock 300

EXHIBIT B

SHAREHOLDERS OWNING 5% OR MORE OF A FUND

The following accounts held of record 5% or more of the outstanding
shares of the Funds listed below as of July 18, 2002. Management does not have
knowledge of beneficial owners.

Percent of
Fund Name and Address Number of Shares Outstanding Shares
---- ---------------- ---------------- ------------------

Delaware Investments Dividend Cede & Co. 12,658,171 88.48 % of Fund
and Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004

Delaware Investments Global Cede & Co. 5,809,897 87.36% of Fund
Dividend and Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004

Delaware Investments Arizona Cede & Co. 2,886,641 96.80% of Fund
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Arizona Salomon Smith Barney, Inc. 217 86.80% of Preferred Stock
Municipal Income Fund, Inc. 333 West 34th Street 0.007% of Fund
Preferred Stock New York, NY 10001
Series A
Bank of America Securities, LLC. 19 7.60% of Preferred Stock
300 Harmon Meadow Blvd. 0.001% of Fund
Secaucus, NJ 07094

UBS Painewebber Inc. 14 5.60% of Preferred Stock
1000 Harbor Blvd. 0.0005% of Fund
Weehawken, NJ 07087

Delaware Investments Arizona Salomon Smith Barney, Inc. 220 88.00% of Preferred Stock
Municipal Income Fund, Inc. Attn: Pat Haller 0.007% of Fund
Preferred Stock 333 West 34th Street
Series B New York, NY 10001

Merrill Lynch, Pierce, Fenner 164 65.60% of Preferred Stock
& Smith Safekeeping 0.005% of Fund
4 Corporate Place
Piscataway, NJ 08854

Delaware Investments Colorado Cede & Co. 4,553,816 94.14% of Fund
Insured Municipal Income Fund, P.O. Box 20
Inc. Bowling Green Station
Common Stock New York, NY 10004

Delaware Investments Colorado Salomon Smith Barney, Inc. 242 60.50% of Preferred Stock
Insured Municipal Income Fund, 333 West 34th Street 0.005% of Fund
Inc. New York, NY 10001
Preferred Stock
Series A
Merrill Lynch, Pierce, Fenner
& Smith Safekeeping 89 22.25% of Preferred Stock
4 Corporate Place 0.002% of Fund
Corporate Park 287
Piscataway, NJ 08855

Robertson Stephens, Inc. 56 14.00% of Preferred Stock
555 California Street 0.001% of Fund
Suite 2600
San Francisco, CA 94104

Salomon Smith Barney Inc. 220 55.00% of Preferred Stock
333 W. 34th Street 0.005% of Fund
New York, NY 10001

Percent of
Fund Name and Address Number of Shares Outstanding Shares
---- ---------------- ---------------- ------------------

Delaware Investments Colorado Merrill Lynch, Pierce, Fenner 164 41.00% of Preferred Stock
Insured Municipal Income Fund, & Smith Safekeeping 0.003% of Fund
Inc. 4 Corporate Place
Preferred Stock Corporate Park 287
Series B Piscataway, NJ 08855

Delaware Investments Florida Cede & Co. 2,233,748 92.22% of Fund
Insured Municipal Income Fund P.O. Box 20
Common Shares Bowling Green Station
New York, NY 10004

Delaware Investments Florida Salomon Smith Barney, Inc. 155 77.50% of Preferred Stock
Insured Municipal Income Fund 333 West 34th Street 0.006% of Stock
Preferred Shares New York, NY 10001
Series A
UBS PaineWebber Inc. 43 21.50% of Preferred Stock
1000 Harbor Boulevard 0.002% of Fund
Weehawken, NJ 07087

Delaware Investments Florida Salomon Smith Barney, Inc. 137 68.50% of Preferred Stock
Insured Municipal Income Fund 333 West 34th Street 0.006% of Fund
Preferred Shares New York, NY 10001
Series B
HSBC Bank USA 42 21.00% of Preferred Stock
One Hanson Place, Lower Level 0.002% of Fund
Brooklyn, NY 11243

UBS PaineWebber, Inc. 19 9.50% of Preferred Stock
1000 Harbor Blvd. 0.001% of Fund
Weehawken, NJ 07087

Delaware Investments Minnesota Cede & Co. 2,275,367 87.69% of Fund
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Minnesota Salomon Smith Barney, Inc. 399 99.75% of Preferred Stock
Municipal Income Fund, Inc. 333 West 34th Street 0.015% of Fund
Preferred Stock New York, NY 10001

Delaware Investments Minnesota Cede & Co. 6,573,459 90.64% of Fund
Municipal Income Fund II, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Minnesota Salomon Smith Barney, Inc. 329 54.83% of Preferred Stock
Municipal Income Fund II, Inc. 333 West 34th Street 0.005% of Fund
Preferred Stock Series A New York, NY 10001

UBS PaineWebber Inc. 257 42.83% of Preferred Stock
1000 Harbor Blvd. 0.004% of Fund
Weehawken, NJ 07087

Delaware Investments Minnesota Salomon Smith Barney, Inc 498 83.00% of Preferred Stock
Municipal Income Fund II, Inc. 333 West 34th Street 0.007% of Fund
Preferred Stock Series B New York, NY 10001

Wilmington Trust Company 87 14.50% of Preferred Stock
Rodney Square North 0.001% of Fund
Wilmington, DE 19890-2212

Delaware Investments Minnesota Cede & Co. 1,672,222 91.02% of Fund
Municipal Income Fund III, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Minnesota Salomon Smith Barney, Inc. 300 100% of Preferred Stock
Municipal Income Fund III, Inc. 333 West 34th Street 0.016% of Fund
Preferred Stock New York, NY 10001

EXHIBIT C

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

(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 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.

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.

(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.

EXHIBIT D

EXECUTIVE OFFICERS OF THE FUNDS

William E. Dodge (age 53) 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 39) 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 44) Executive Vice President/General
Counsel/Chief Administrative Officer of the Funds and of the other 25 investment
companies within Delaware Investments, and of Delaware Management Holdings,
Inc., Delaware Management Company, Delaware Investment Advisers, Delaware
Lincoln Cash Management, Delaware Lincoln Investment Advisers and Vantage
Investment Advisers (each a series of Delaware Management Business Trust) and
Founders CBO Corporation; Executive Vice President/General Counsel/Chief
Administrative Officer/Director of DMH Corp. Delaware Investments U.S., Inc.,
DIAL Holding Company, 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.; President/Chief Executive Officer/Director of Delaware
Distributors, Inc.; President/Chief Executive Officer of Delaware Distributors,
L.P.; Executive Vice President/General Counsel/Chief Administrative
Officer/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 44) 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.,
Delaware Investments U.S., Inc. DIAL Holding Company, Inc., Delaware Management
Company, Inc., Delaware Management Business Trust, Delaware Management Company,
Delaware Investment Advisers, Delaware Lincoln Cash Management, Delaware Lincoln
Investment Advisers and Vantage Investment Advisers (each a series of Delaware
Management Business Trust), Delaware Service Company, Inc., Delaware Capital
Management, Inc., Retirement Financial Services, Inc., Delaware Management Trust
Company, Delaware International Holdings, Ltd., Founders Holdings, Inc., and
Delaware General Management, Inc.; Senior Vice President/General
Counsel/Secretary of Delaware Distributors, L.P., and Delaware Distributors,
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 39) 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.

This page intentionally left blank

--------------------------------------------------------------------------------
DELAWARE INVESTMENTS DIVIDEND
AND INCOME FUND, INC.

DELAWARE INVESTMENTS GLOBAL
DIVIDEND AND INCOME FUND, INC.

DELAWARE INVESTMENTS ARIZONA
MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS COLORADO
INSURED MUNICIPAL INCOME
FUND, INC.

DELAWARE INVESTMENTS FLORIDA
INSURED MUNICIPAL INCOME FUND

DELAWARE INVESTMENTS MINNESOTA
MUNICIPAL INCOME FUND, INC.

DELAWARE INVESTMENTS MINNESOTA
MUNICIPAL INCOME FUND II, INC.

DELAWARE INVESTMENTS MINNESOTA
MUNICIPAL INCOME FUND III, INC.
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
PROXY STATEMENT
Notice of Joint
Annual Meeting
of Shareholders
--------------------------------------------------------------------------------
SEPTEMBER 12, 2002

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

PX-CE [--]BUR 9/02

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David K. Downes, Richard J. Flannery and
Richelle S. Maestro, or any of them, with the right of substitution, proxies of
the undersigned at the Annual Meeting of Shareholders of the fund indicated on
the reverse side of this form to be held at Two Commerce Square, 2001 Market
Street, 2nd Floor, Philadelphia, Pennsylvania, on September 12, 2002 at 11:00
A.M., or at any postponement or adjournments thereof, with all the powers which
the undersigned would possess if personally present, and instructs them to vote
upon any matters which may properly be acted upon at this meeting and
specifically as indicated on the reverse side of this form. Please refer to the
proxy statement for a discussion of each of these matters.

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

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND III, INC. (Common)

Please vote by checking (X) the appropriate boxes
below.
FOR WITHHOLD FOR ALL
1. To elect the following nominees as Directors of the Fund ALL ALL EXCEPT
|_| |_| |_|

01) CHARLES E. HALDEMAN, JR. 04) JOHN H. DURHAM 07) ANN R. LEVEN
02) DAVID K. DOWNES 05) JOHN A. FRY 08) THOMAS F. MADISON*
03) WALTER P. BABICH 06) ANTHONY D. KNERR 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.

THIS PROXY CARD IS ONLY VALID WHEN SIGNED AND DATED.

PLEASE DATE AND SIGN NAME OR NAMES BELOW AS PRINTED AT LEFT TO AUTHORIZE THE
VOTING OF YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT
OWNERS, ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.

DATE _________________________________________, 2002

----------------------------------------------------
| |
| |
----------------------------------------------------

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

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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

DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND III, INC. (Preferred)

Please vote by checking (X) the appropriate
boxes below.
FOR WITHHOLD FOR ALL
1. To elect the following nominees as Directors of the Fund ALL ALL EXCEPT
|_| |_| |_|

01) CHARLES E. HALDEMAN, JR. 04) JOHN H. DURHAM 07) ANN R. LEVEN
02) DAVID K. DOWNES 05) JOHN A. FRY 08) THOMAS F. MADISON*
03) WALTER P. BABICH 06) ANTHONY D. KNERR 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.

THIS PROXY CARD IS ONLY VALID WHEN SIGNED AND DATED.

DATE _________________________________________, 2002

----------------------------------------------------
| |
| |
----------------------------------------------------

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