-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CNURTyX9SmAssI4t3+rfeTzASecr1bdRYa+dkvUc5Dsmrp0MHBguspkoVIYcZUXK ZaSQPigb4K/T7bUbB99ypQ== 0000897101-95-000241.txt : 20040421 0000897101-95-000241.hdr.sgml : 20040421 19950713164100 ACCESSION NUMBER: 0000897101-95-000241 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950721 FILED AS OF DATE: 19950713 DATE AS OF CHANGE: 19950714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND CENTRAL INDEX KEY: 0000895574 IRS NUMBER: 411737161 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07410 FILM NUMBER: 95553744 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND DATE OF NAME CHANGE: 19930519 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR FLORIDA INSURD MUNICIPAL INCOME FUND DATE OF NAME CHANGE: 19930122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOYAGEUR ARIZONA MUNICIPAL INCOME FUND INC CENTRAL INDEX KEY: 0000895577 IRS NUMBER: 411737155 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07412 FILM NUMBER: 95553742 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR ARIZONA MUNICIPAL INCOME FUND INC DATE OF NAME CHANGE: 19930519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II INC CENTRAL INDEX KEY: 0000895658 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07420 FILM NUMBER: 95553745 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II INC DATE OF NAME CHANGE: 19930519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND INC CENTRAL INDEX KEY: 0000907573 IRS NUMBER: 411751991 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07810 FILM NUMBER: 95553746 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103-3682 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103-3682 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND INC DATE OF NAME CHANGE: 19930621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III INC CENTRAL INDEX KEY: 0000910347 IRS NUMBER: 411761999 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07938 FILM NUMBER: 95553761 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III INC DATE OF NAME CHANGE: 19930806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND INC CENTRAL INDEX KEY: 0000884174 IRS NUMBER: 411718337 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06568 FILM NUMBER: 95553743 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2152552127 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND INC DATE OF NAME CHANGE: 19920826 DEF 14A 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___ ) Filed by the Registrants [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to section 240.14a-11(c) or section 240.14a-12 Voyageur Arizona Municipal Income Fund, Inc. Voyageur Colorado Insured Municipal Income Fund, Inc. Voyageur Florida Insured Municipal Income Fund Voyageur Minnesota Municipal Income Fund, Inc. Voyageur Minnesota Municipal Income Fund II, Inc. Voyageur Minnesota Municipal Income Fund III, Inc. (Name of Registrants as Specified in Charter) [Insert Name] (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] $125 per Registrant per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction : (5) Total fee paid: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 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. 90 South Seventh Street, Suite 4400 Minneapolis, Minnesota 55402 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 21, 1995 NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Voyageur Arizona Municipal Income Fund, Inc., Voyageur Colorado Insured Municipal Income Fund, Inc., Voyageur Florida Insured Municipal Income Fund, Voyageur Minnesota Municipal Income Fund, Inc., Voyageur Minnesota Municipal Income Fund II, Inc. and Voyageur Minnesota Municipal Income Fund III, Inc. (individually, a "Fund" and collectively, the "Funds") will be held at 9:00 a.m. on Monday, August 21, 1995 at the Funds' offices, 90 South Seventh Street, Suite 4400, Minneapolis, Minnesota 55402. The purposes of the meeting are as follow: 1. To elect a Board of Directors or Trustees of each Fund. 2. To ratify or reject the selection by a majority of the independent members of the Board of Directors or Trustees of each Fund of KPMG Peat Marwick LLP as independent public accountants for each Fund for the fiscal year ending March 31, 1996. 3. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. Shareholders of record on June 23, 1995 are the only persons entitled to notice of and to vote at the meeting. Your attention is directed to the attached Proxy Statement. We hope you can attend. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE UPCOMING MEETING, PLEASE FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. WE RESPECTFULLY ASK FOR YOUR COOPERATION IN RETURNING YOUR PROXY PROMPTLY. A stamped return envelope is included for your convenience. If you are present at the meeting, you may then revoke your proxy and vote in person, as explained in the Proxy Statement in the section entitled "ANNUAL MEETING OF SHAREHOLDERS--AUGUST 21, 1995." Thomas J. Abood Secretary Dated: July 12, 1995 PROXY STATEMENT 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. 90 South Seventh Street, Suite 4400 Minneapolis, Minnesota 55402 ANNUAL MEETING OF SHAREHOLDERS--AUGUST 21, 1995 The enclosed proxy is solicited by the Board of Directors or Trustees of Voyageur Arizona Municipal Income Fund, Inc. ("Arizona Fund"), Voyageur Colorado Insured Municipal Income Fund, Inc. ("Colorado Fund"), Voyageur Florida Insured Municipal Income Fund ("Florida Fund"), Voyageur Minnesota Municipal Income Fund, Inc. ("Minnesota Fund"), Voyageur Minnesota Municipal Income Fund II, Inc. ("Minnesota Fund II") and Voyageur Minnesota Municipal Income Fund III, Inc. ("Minnesota Fund III") in connection with the annual meeting of shareholders of each Fund to be held on August 21, 1995, and at any adjournments thereof. The costs of solicitation, including the cost of preparing and mailing the Notice of Meeting of Shareholders and this Proxy Statement, will be allocated among all of the Funds, and the mailing will take place on approximately July 14, 1995. Representatives of the Funds may solicit proxies on behalf of management of the Funds by means of mail, telephone or personal calls. All references in this Proxy Statement to the Funds' Directors or Board of Directors shall also mean the Trustees or Board of Trustees, as applicable, of Florida Fund. A proxy may be revoked before the meeting by giving written notice of revocation to the Secretary of the applicable Fund, or at the meeting prior to voting. Unless revoked, properly executed proxies in which choices are not specified by the shareholders will be voted "for" each item for which no choice is specified, in accordance with the recommendation of the applicable Fund's Board of Directors. In instances where choices are specified by the shareholders in the proxy, those proxies will be voted or the vote will be withheld in accordance with the shareholder's choice. With regard to the election of directors, votes may be cast in favor or withheld; votes that are withheld will be excluded entirely from the vote and will have no effect. Abstentions may be specified on all proposals other than the election of directors and will be counted as present for purposes of determining whether a quorum of shares is present at the meeting with respect to the item on which the abstention is noted, but will be counted as a vote "against" such item. Under the Rules of the New York Stock Exchange, each of the proposals being considered at the meeting is considered a "non-discretionary" proposal, which means that brokers who hold Fund shares in street name for customers are authorized to vote on each such proposal on behalf of their customers with or without specific voting instructions from such customers. Should any other matters properly come before the meeting, it is the intention of the persons named as proxies in the enclosed proxy to act upon them according to their best judgment. Only shareholders of record of each Fund on June 23, 1995, may vote at the meeting or any adjournment thereof. As of June 23, 1995, there were issued and outstanding preferred and common shares, each with a par value of $.01, of each Fund as follows: Common Shares Preferred Shares Arizona Fund.................................. 2,982,200 500 Colorado Fund................................. 4,837,100 800 Florida Fund ................................. 2,422,200 400 Minnesota Fund................................ 2,594,700 400 Minnesota Fund II............................. 7,252,200 1,200 Minnesota Fund III............................ 1,837,200 300 Each shareholder of a Fund is entitled to one vote for each share held. None of the matters to be presented at the meeting will entitle any shareholder to cumulative voting or appraisal rights. No person, to the knowledge of Fund management, was the beneficial owner of more than 5% of the voting shares of any class of any of the Funds as of July 7, 1995. Voyageur Fund Managers, Inc. (the "Adviser") serves as the Funds' investment adviser. The address of the Adviser is 90 South Seventh Street, Minneapolis, Minnesota 55402. A COPY OF THE ANNUAL REPORT TO SHAREHOLDERS OF THE FUNDS FOR THE FISCAL YEAR ENDED MARCH 31, 1995, INCLUDING FINANCIAL STATEMENTS, WAS PREVIOUSLY MAILED TO SHAREHOLDERS. IF YOU HAVE NOT RECEIVED THIS REPORT OR WOULD LIKE TO RECEIVE ANOTHER COPY, PLEASE CONTACT THE FUNDS AT 90 SOUTH SEVENTH STREET, MINNEAPOLIS, MINNESOTA 55402 OR CALL THE FUNDS AT 1-800-553-2143 AND ONE WILL BE SENT, WITHOUT CHARGE, BY FIRST-CLASS MAIL WITH THREE BUSINESS DAYS. PROPOSAL ONE ELECTION OF DIRECTORS Under the terms of each Fund's Articles of Incorporation (Agreement and Declaration of Trust with respect to Florida Fund), under normal circumstances holders of preferred shares of the Fund are entitled to elect two of the Fund's Directors, and the remaining Directors are to be elected by the holders of the preferred shares and the common shares, voting together as a single class. Table I below shows the nominees for Director to be elected by holders of preferred shares of each Fund and Table II below shows the nominees for Director to be elected by holders of preferred shares and common shares of each Fund, voting together as a single class. It is intended that the enclosed proxy will be voted for the shares represented thereby for the election of the persons named below as Directors of each Fund unless such authority has been withheld in the proxy. The term of office of each person elected will be until the next annual meeting of shareholders or until his or her successor is duly elected and shall qualify. Pertinent information regarding each nominee for the past five years is set forth following his or her name below. Messrs. Frame, Nelson and Odegard have served as Directors of each Fund since commencement of Fund operations. Messrs. McNamara and Madison and Ms. Johnson have served as Directors of the Funds since March 11, 1994, May 1, 1994 and April 21, 1995, respectively.
TABLE I NOMINEES FOR DIRECTOR TO BE ELECTED BY HOLDERS OF PREFERRED SHARES PRINCIPAL OCCUPATION DURING PAST 5 YEARS NAME, AGE AND BUSINESS ADDRESS (IN ADDITION TO SERVING AS DIRECTOR OF THE FUNDS) Clarence G. Frame (74) Of counsel, Briggs & Morgan law firm since 1984. W-875 First Trust National Bank Building 332 Minnesota Street St. Paul, Minnesota 55101 James W. Nelson (53) Chairman and Chief Executive Officer of Eberhardt Holding Company 81 South Ninth Street, Suite 400 and its subsidiaries since 1990. Minneapolis, Minnesota 55440 TABLE II NOMINEES FOR DIRECTOR TO BE ELECTED BY ALL SHAREHOLDERS PRINCIPAL OCCUPATION DURING PAST 5 YEARS NAME, AGE AND BUSINESS ADDRESS (IN ADDITION TO SERVING AS DIRECTOR OF THE FUNDS) B. Kristine Johnson (age 43) Vice President and General Manager, Tachyarrhythmia Business, 7000 Central Avenue N.E. Medtronic, Incorporated, a medical technology corporation, since Minneapolis, Minnesota 55432 1990; joined Medtronic in 1982. Richard F. McNamara (62) Chief Executive Officer of Activar, Inc., a Minneapolis-based 7808 Creekridge Circle holding company consisting of seventeen companies in industrial Minneapolis, Minnesota 55439 plastics, sheet metal, automotive aftermarket, construction supply, electronics and financial services, since 1966. Thomas F. Madison (59) * Vice Chairman--Office of the CEO, Minnesota Mutual Life Insurance 200 South Fifth Street Company since February 1994; President and CEO of MLM Partners, Suite 2100 Inc. since January 1993; previously, President of U.S. WEST Minneapolis, Minnesota 55402 Communications--Markets from 1988 to 1993. Mr. Madison currently serves on the board of directors of Minnesota Mutual Life Insurance Company, Valmont Industries, Inc., Eltrax Systems, Inc. and various civic and educational organizations. Robert J. Odegard (74) Special Assistant to the President of the University of Minnesota University of Minnesota Foundation since 1990. 1300 South Second Street Minneapolis, Minnesota 55454
* Denotes Directors who are "interested persons" (as defined by the Investment Company Act of 1940, as amended) of the Funds. Mr. Madison is considered an interested person of the Funds as a result of his affiliation with a broker-dealer that has distributed shares of the Funds. As of June 23, 1995, the officers and directors of each Fund as a group beneficially owned less than 1% of each class of outstanding shares of such Fund. The Board of Directors of each Fund has established an Audit Committee consisting of Ms. Johnson and Messrs. Madison, McNamara, Nelson, Odegard and Frame, who serves as chairperson. During the fiscal year ended March 31, 1995, the Audit Committee met two times. The Funds do not have nominating or compensation committees. The functions to be performed by the Audit Committee are to recommend annually to the Board a firm of independent certified public accountants to audit the books and records of the Funds for the ensuing year; to monitor that firm's performance; to review with the firm the scope and results of each audit and determine the need, if any, to extend audit procedures; to confer with the firm and representatives of the Funds on matters concerning the Funds' financial statements and reports including the appropriateness of its accounting practices and of its financial controls and procedures; to evaluate the independence of the firm; to review procedures to safeguard portfolio securities; to review the purchase by the Funds from the firm of non-audit services; to review all fees paid to the firm; and to facilitate communications between the firm and the Funds' officers and Directors. For the fiscal year ended March 31, 1995, there were four meetings of the Board of Directors of each Fund. All Directors, except Mr. Madison, attended at least 75% of the aggregate of the meetings of the Board of Directors and meetings of committees of which they were members that were held while they were serving on the Board of Directors or on such committee. No compensation is paid by the Funds to any officers or Directors, except that each Director who is not an employee of the Adviser or any of its affiliates, receives an annual fee of $24,000 for serving as a director of all of the investment companies for which the Adviser acts as investment adviser, plus a $500 fee for each special in-person meeting attended by such Director. (Ms. Johnson currently serves as a director solely of the closed-end Funds which are the subject of this Proxy Statement.) These fees are allocated among such investment companies based on their relative average net asset values. In addition, each Director who is not an employee of the Adviser or any of its affiliates is reimbursed for expenses incurred in connection with attending meetings. The following table sets forth the aggregate compensation received by each Director (other than Ms. Johnson) from each Fund during the fiscal year ended March 31, 1995, as well as the total compensation received by each such Director from the Funds and all other open-end and closed-end investment companies managed by the Adviser (the "Fund Complex") during the calendar year ended December 31, 1994. Ms. Johnson did not receive any compensation from the Funds during these time periods.
Mr. Frame Mr. McNamara Mr. Madison Mr. Nelson Mr. Odegard Aggregate Compensation from: Arizona Fund $ 714 $ 605 $ 668 $ 714 $ 714 Colorado Fund $ 1,158 $ 982 $ 1,091 $ 1,158 $ 1,158 Florida Fund $ 574 $ 486 $ 535 $ 574 $ 574 Minnesota Fund $ 636 $ 539 $ 601 $ 636 $ 636 Minnesota Fund II $ 1,727 $ 1,462 $ 1,616 $ 1,727 $ 1,727 Minnesota Fund III $ 417 $ 353 $ 391 $ 417 $ 417 Pension or Retirement Benefits Accrued as None None None None None Part of Fund Expense Estimated Annual Benefits Upon None None None None None Retirement Total Compensation from Fund Complex ** $22,500 $13,400 $16,000 $22,500 $22,500
* Mr. Harley Danforth, who retired as a Director of the Funds in January 1995, is acting as a consultant to the Directors through January 1996. For his services, he will receive a fee of $20,000 allocated among all of the investment companies for which the Adviser acts as investment adviser. ** Consists of 16 open-end and closed-end investment companies managed by the Adviser, including the Funds. Each director included in the table serves on the board of each such open-end and closed-end investment company. The vote of a majority of the preferred shares of each Fund represented at the meeting, provided at least a quorum (33-1/3% of such shares entitled to vote) is represented in person or by proxy, is sufficient for the election of the above nominees listed under Table I. The vote of a majority of the preferred shares and the common shares of each Fund represented at the meeting, provided at least a quorum (majority of the outstanding preferred shares and common shares, voting together as a single class) is represented in person or by proxy, is sufficient for the election of the above nominees listed under Table II. Unless otherwise instructed, the proxies will vote, on behalf of the holders of the preferred shares, for the two nominees listed under Table I, and on behalf of the holders of the preferred shares and common shares voting together as a single class, for the four nominees listed under Table II. THE ADVISER AND THE DIRECTORS EACH RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE IN FAVOR OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF EACH FUND. PROPOSAL TWO RATIFICATION OR REJECTION OF INDEPENDENT PUBLIC ACCOUNTANTS The Investment Company Act of 1940, as amended (the "1940 Act"), provides that every registered investment company shall be audited at least once each year by independent public accountants selected by a majority of the directors of the investment company who are not interested persons of the investment company or its investment adviser. The 1940 Act requires that the selection be submitted for ratification or rejection by the shareholders at their next annual meeting following the selection. The Directors, including a majority who are not interested persons of the Adviser or the Funds, have selected KPMG Peat Marwick LLP to be each Fund's independent public accountants for the fiscal year ending March 31, 1996. KPMG Peat Marwick LLP has no direct or material indirect financial interest in the Funds or in the Adviser, other than receipt of fees for services to the Funds. KPMG Peat Marwick LLP also serves as the independent public accountants for each of the other investment companies managed by the Adviser. KPMG Peat Marwick LLP has been the independent public accountants for each Fund since its inception. Representatives of KPMG Peat Marwick LLP are expected to be present at the meeting. Such representatives will be given the opportunity to make a statement to the shareholders if they desire to do so and are expected to be available to respond to any questions that may be raised at the meeting. The Directors recommend that the shareholders of each Fund vote in favor of the ratification of the selection of KPMG Peat Marwick LLP as the independent public accountants for each Fund. The vote of a majority of the shares of each Fund represented at the meeting, provided at least a quorum (majority of the outstanding preferred shares and common shares, voting together as a single class) is represented in person or by proxy, is sufficient for the ratification of the selection of the independent public accountants. Unless otherwise instructed, the proxies will vote for the ratification of the selection of KPMG Peat Marwick LLP as each Fund's independent public accountants. EXECUTIVE FUND OFFICERS Certain information of the executive officers of the Funds is set forth below. Each officer's position and term of office is provided in addition to his or her business experience during the past five years. Unless otherwise indicated, all positions have been held more than five years. None of the officers or Directors of the Funds have family relationships with other officers or Directors of the Funds.
POSITION AND TERM OF OFFICE WITH THE FUNDS AND NAME AGE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS John G. Taft 40 President of the Funds since November 1993; President (since 1991) and Director (since 1993) of the Adviser; Director (since 1993) and Executive Vice President (since 1995) of the Underwriter; previously, Executive Vice President of the Funds from 1991 to 1993; President of the Underwriter from 1991 to 1995; Management Committee member of the Adviser from 1991 to 1993; Managing Director at Piper, Jaffray & Hopwood Incorporated in Minneapolis, Minnesota from 1986 to 1991. Andrew M. McCullagh, Jr. 46 Executive Vice President of the Funds since 1990; Portfolio Manager of the Adviser since 1990; previously, Director of the Adviser and the Underwriter from 1993 to 1995. Jane M. Wyatt 40 Executive Vice President of the Funds since March 1994; Chief Investment Officer (since 1993) and Portfolio Manager (since 1989) of the Adviser; Director of the Adviser and the Underwriter since 1993; previously, Vice President of the Funds from 1990 to 1994. Elizabeth H. Howell 33 Vice President of the Funds since March 1994; Portfolio Manager of the Adviser since 1991; previously, portfolio manager for Windsor Financial Group, Minneapolis, Minnesota from 1988 to 1991. James C. King 54 Vice President of the Funds since March 1994; Portfolio Manager of the Adviser since 1990; previously, Director of the Adviser and the Underwriter from 1993 to 1995. Richard L. Vandenberg 45 Vice President of the Funds since March 1994; Portfolio Manager of the Adviser since 1992; previously, Proprietary Trader with Norwest Bank during 1992 and President of Ravan Corporation, a commodity trading adviser in Excelsior, Minnesota, from 1990 to 1992. Thomas J. Abood 31 Secretary of the Funds since October 1994; General Counsel of the Adviser and the Underwriter since October 1994; previously, associated with the law firm of Skadden, Arps, Slate, Meagher and Flom in Chicago from 1988 to 1994. Kenneth R. Larsen 32 Treasurer of the Funds since 1990; Treasurer of the Adviser and the Underwriter since 1990; previously, Chief Financial Officer (from 1991 to 1995), Director (from 1993 to 1995), Secretary (from 1990 to 1993) and Controller (from 1988 to 1990) of the Adviser and the Underwriter.
SUPPLEMENTAL INFORMATION Based on Fund records and other information, each Fund believes that all SEC filing requirements applicable to its Directors, officers, Adviser and companies affiliated with the Adviser, pursuant to Section 16(a) of the Securities Exchange Act of 1934, with respect to the Funds' fiscal year ended March 31, 1995, were met. SHAREHOLDER PROPOSALS Any proposal by a shareholder to be presented at the next Annual Meeting should be sent to the Funds' offices at 90 South Seventh Street, Suite 4400, Minneapolis, Minnesota 55402, to the attention of the Funds' Secretary no later than March 10, 1996. Dated: July 12, 1995 Thomas J. Abood, Secretary VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC. COMMON STOCK THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J. Abood, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all shares of the Voyageur Arizona Municipal Income Fund, Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 21, 1995, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: B. Kristine Johnson, Richard F. McNamara, Thomas F. Madison and Robert J. Odegard (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) 2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the ratification of the selection of KPMG Peat Marwick LLP, as independent public accountants for the Fund. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________ , 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC. PREFERRED STOCK THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J. Abood, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all shares of the Voyageur Arizona Municipal Income Fund, Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 21, 1995, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: Clarence G. Frame, B. Kristine Johnson, Richard F. McNamara, Thomas F. Madison, James W. Nelson and Robert J. Odegard (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) 2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the ratification of the selection of KPMG Peat Marwick LLP, as independent public accountants for the Fund. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________ , 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC. COMMON STOCK THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J. Abood, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all shares of the Voyageur Colorado Insured Municipal Income Fund, Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 21, 1995, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: B. Kristine Johnson, Richard F. McNamara, Thomas F. Madison and Robert J. Odegard (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) 2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the ratification of the selection of KPMG Peat Marwick LLP, as independent public accountants for the Fund. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________ , 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC. PREFERRED STOCK THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J. Abood, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all shares of the Voyageur Colorado Insured Municipal Income Fund, Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 21, 1995, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: Clarence G. Frame, B. Kristine Johnson, Richard F. McNamara, Thomas F. Madison, James W. Nelson and Robert J. Odegard (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) 2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the ratification of the selection of KPMG Peat Marwick LLP, as independent public accountants for the Fund. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________ , 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND COMMON STOCK THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J. Abood, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all shares of the Voyageur Florida Insured Municipal Income Fund (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 21, 1995, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: B. Kristine Johnson, Richard F. McNamara, Thomas F. Madison and Robert J. Odegard (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) 2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the ratification of the selection of KPMG Peat Marwick LLP, as independent public accountants for the Fund. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________ , 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND PREFERRED STOCK THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J. Abood, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all shares of the Voyageur Florida Insured Municipal Income Fund (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 21, 1995, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: B. Kristine Johnson, Clarence G. Frame, Richard F. McNamara, Thomas F. Madison, James W. Nelson and Robert J. Odegard (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) 2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the ratification of the selection of KPMG Peat Marwick LLP, as independent public accountants for the Fund. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________ , 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC. COMMON STOCK THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J. Abood, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all shares of the Voyageur Minnesota Municipal Income Fund, Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 21, 1995, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: B. Kristine Johnson, Richard F. McNamara, Thomas F. Madison and Robert J. Odegard (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) 2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the ratification of the selection of KPMG Peat Marwick LLP, as independent public accountants for the Fund. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________ , 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC. PREFERRED STOCK THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J. Abood, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all shares of the Voyageur Minnesota Municipal Income Fund, Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 21, 1995, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: Clarence G. Frame, B. Kristine Johnson, Richard F. McNamara, Thomas F. Madison, James W. Nelson and Robert J. Odegard (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) 2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the ratification of the selection of KPMG Peat Marwick LLP, as independent public accountants for the Fund. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________ , 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC. COMMON STOCK THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J. Abood, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all shares of the Voyageur Minnesota Municipal Income Fund II, Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 21, 1995, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: B. Kristine Johnson, Richard F. McNamara, Thomas F. Madison and Robert J. Odegard (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) 2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the ratification of the selection of KPMG Peat Marwick LLP, as independent public accountants for the Fund. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________ , 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC. PREFERRED STOCK THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J. Abood, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all shares of the Voyageur Minnesota Municipal Income Fund II, Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 21, 1995, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: Clarence G. Frame, B. Kristine Johnson, Richard F. McNamara, Thomas F. Madison, James W. Nelson and Robert J. Odegard (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) 2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the ratification of the selection of KPMG Peat Marwick LLP, as independent public accountants for the Fund. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________ , 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC COMMON STOCK THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J. Abood, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all shares of the Voyageur Minnesota Municipal Income Fund III, Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 21, 1995, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: B. Kristine Johnson, Richard F. McNamara, Thomas F. Madison and Robert J. Odegard (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) 2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the ratification of the selection of KPMG Peat Marwick LLP, as independent public accountants for the Fund. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________ , 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC. PREFERRED STOCK THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints John G. Taft, Kenneth R. Larsen and Thomas J. Abood, and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all shares of the Voyageur Minnesota Municipal Income Fund III, Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 21, 1995, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: Clarence G. Frame, B. Kristine Johnson, Richard F. McNamara, Thomas F. Madison, James W. Nelson and Robert J. Odegard (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) 2. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the ratification of the selection of KPMG Peat Marwick LLP, as independent public accountants for the Fund. To vote in their discretion upon such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________ , 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. -----END PRIVACY-ENHANCED MESSAGE-----