SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
VOYAGEUR 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)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
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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, NOVEMBER 1, 2001
To the Shareholders of:
Delaware Group Dividend and Income Fund, Inc.
Delaware Group Global Dividend and Income Fund, Inc.
Voyageur Arizona Municipal Income Fund, Inc.
Voyageur Colorado Insured Municipal Income Fund, Inc.
Voyageur Florida Insured Municipal Income Fund
Voyageur Minnesota Municipal Income Fund, Inc.
Voyageur Minnesota Municipal Income Fund II, Inc.
Voyageur Minnesota Municipal Income Fund III, Inc.
This is your official notice that the Joint Annual Meeting of Shareholders of
each Delaware Investments closed-end registered investment company listed above
(each individually, a "Fund" and, collectively, the "Funds") will be held at
______________________________________Philadelphia, Pennsylvania on Thursday,
November 1, 2001 at 11:00 a.m. The purpose of the meeting is to consider and act
upon the following Proposals and to transact any other business that properly
comes before the meeting and any adjournments of the meeting.
The purposes of the Joint Annual Meeting are as follows:
1. To elect a Board of Directors (or Trustees) for each Fund.
2. For each Fund except Delaware Group Dividend and Income Fund,
Inc., Delaware Group Global Dividend and Income Fund, Inc. and
Voyageur Florida Insured Municipal Income Fund: To vote on a
proposal to amend the Articles of Incorporation to change the
name of the Fund.
Please vote your Proxy promptly to avoid the need for further mailings. Your
vote is important.
Charles E. Haldeman, Jr.
Chairman
September __, 2001
DELAWARE
INVESTMENTS(SM)
---------------------
A member of Lincoln
Financial Group(R)
1818 Market Street
Philadelphia, PA 19103
1-800-362-7500
PROXY STATEMENT
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, NOVEMBER 1, 2001
Meeting Information. The Board of Directors or Trustees (each Board is
hereafter referred to as a "Board of Directors" and Board members are referred
to as "Directors") of each Fund listed on the accompanying Notice is soliciting
your proxy to be voted at the Joint Annual Meeting of Shareholders to be held on
Thursday, November 1, 2001 at 11:00 a.m. at ____________________, Philadelphia,
Pennsylvania and/or at any adjournments of the meeting (hereafter, the
"Meeting").
Purpose of Meeting. The purpose of the Meeting is to consider the
Proposals listed in the accompanying Notice. The Board of Directors of each Fund
urges you to complete, sign and return the Proxy Card (or Cards) included with
this Proxy Statement, whether or not you intend to be present at the Meeting. It
is important that you provide voting instructions promptly to help assure a
quorum for the Meeting.
General Voting Information. You may provide proxy instructions by
returning the Proxy Card(s) by mail in the enclosed envelope. The persons
designated on the Proxy Card(s) as proxies will vote your shares as you instruct
on each Proxy Card. If you return a signed Proxy Card without any voting
instructions, your shares will be voted "FOR" each of the nominees for election
as Director and, if applicable, "FOR" the proposal to amend the Articles of
Incorporation to change the name of the Fund. The persons designated on the
Proxy Card as proxies will also be authorized to vote (or to withhold their
vote) in their discretion on any other matters which properly come before the
Meeting. They may also vote in their discretion to adjourn the Meeting. If you
sign and return a Proxy Card, you may still attend the Meeting to vote your
shares in person. If your shares are held of record by a broker and you wish to
vote in person at the Meeting, you should obtain a Legal Proxy from your broker
of record and present it at the Meeting. You may also revoke your proxy at any
time before the Meeting: (i) by notifying Delaware Investments in writing at
1818 Market Street, Philadelphia, PA 19103; (ii) by submitting a later signed
Proxy Card; or (iii) by voting your shares in person at the Meeting. If your
shares are held in the name of your broker, you will have to make arrangements
with your broker to revoke any previously executed proxy.
Each shareholder may cast one vote for each full share and a partial
vote for each partial share of a Fund that they owned of record on September 13,
2001. 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
September __, 2001.
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 on the
Proposals, regardless of whether the Fund has both common and preferred
shareholders, with one exception. That is that the holders of preferred shares
of each of the six Funds that were previously part of the Voyageur family of
funds ("Voyageur Funds") have the exclusive right to separately elect two
Directors, in addition to the right to vote for the remaining Directors together
with the holders of the common shares.
The amount of votes of each Fund that are needed to approve each
Proposal varies. The voting requirements are described within each Proposal.
Abstentions will be included for purposes of determining whether a quorum is
present for each Fund at the Meeting. They will be treated as votes present at
the Meeting, but will not be treated as votes cast. They therefore would have no
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effect on Proposals which require a plurality or majority of votes cast for
approval, but would have the same effect as a vote "AGAINST" on Proposals
requiring a majority of votes present. (These different voting standards are
explained in the various Proposals.) Because the two Proposals presented are
considered to be "routine" voting items, the Funds do not expect to recognize
broker non-votes.
In the event that a quorum is not present or if sufficient votes are
not received consistent with management's recommendation on the adoption of any
Proposal, management may propose an adjournment or adjournments of the Meeting
for a Fund. Any adjournment would require a vote in favor of the adjournment by
the holders of a majority of the shares present at the Meeting in person or by
proxy. The persons named as proxies may vote (or withhold their vote) in their
discretion on any proposed adjournment.
PROPOSAL ONE: TO ELECT A BOARD OF DIRECTORS FOR EACH FUND
You are being asked to vote to elect each of the current members of the
Board of Directors for your Fund. The nominees are: 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 Voyageur Funds each issue shares of common stock and shares of
preferred stock. The governing documents of each Voyageur Fund provide that the
holders of preferred shares of the Fund are entitled to elect two of the Fund's
Directors, and the remaining Directors are to be elected by the holders of the
preferred shares and common shares voting together. The nominees for Directors
to be voted on separately by the preferred shareholders of such Funds are Thomas
F. Madison and Janet L. Yeomans.
Directors. Presented below is information about the age, position with
the Funds, principal occupation and past business experience of each current
Director. Exhibit C lists the year in which each individual became a Director of
each Fund.
*Charles E. Haldeman, Jr. (age 52) Chairman and Trustee/Director of 24 other
investment companies in the Delaware Investments family. Mr. Haldeman is the
President, Chief Executive Officer and Director of Lincoln National Investment
Companies, Inc. and Delaware Management Holdings, Inc.; Chief Executive Officer
and Director of DMH Corp., Delaware Management Company, Inc., Delaware
Management Business Trust and Delaware International Holdings Ltd.; Chief
Executive Officer of Delaware General Management, Inc. and Delaware Management
Company and Vantage Investment Advisers (each a series of Delaware Management
Business Trust); President and Chief Executive Officer of Delaware Lincoln Cash
Management and Delaware Lincoln Investment Advisers (each a series of Delaware
Management Business Trust); Chairman and Director of Delaware International
Advisers Ltd.; Director of Delaware Service Company, Inc., Delaware Capital
Management, Inc., Retirement Financial Services, Inc. and Delaware Distributors,
Inc. Prior to joining Delaware Investments in 2000, Mr. Haldeman was President,
Chief Operating Officer and Director at United Asset Management from March 1998
to January 2000. Prior to that, Mr. Haldeman was Director and Partner for Cooke
and Bieler, Inc. from June 1974 to March 1998.
* This nominee is considered to be an "interested person" of the Funds as that
term is defined in the Investment Company Act of 1940, as amended (the "1940
Act").
3
*David K. Downes (age 61) President/Chief Executive Officer/Chief Financial
Officer/Director/Trustee of each Fund and 25 other investment companies within
Delaware Investments, and of Delaware International Holdings Ltd.; Executive
Vice President/Chief Operating Officer/Chief Financial Officer of Delaware
Management Holdings, Inc., Delaware Investment Advisers (a series of Delaware
Management Business Trust), Delaware Distributors, L.P. and Founders CBO
Corporation; Executive Vice President/Chief Operating Officer/Chief Financial
Officer/Director of DMH Corp., Delvoy, Inc., Delaware Distributors, Inc. and
Founders Holdings, Inc.; President/Director of Delaware Management Company,
Inc.; Executive Vice President/Chief Operating Officer/Chief Financial
Officer/Trustee of Delaware Management Business Trust; President of Delaware
Management Company (a series of Delaware Management Business Trust);
Chairman/President/Chief Executive Officer/Director of Delaware Service Company,
Inc.; President/Chief Executive Officer/Director of Delaware Capital Management,
Inc.; Chairman/Director of Retirement Financial Services, Inc. and Delaware
Management Trust Company; Director of Delaware International Advisers Ltd.;
President/Chief Executive Officer/Chief Financial Officer/Director of Delaware
General Management, Inc.; Vice President/Chief Operating Officer/Director of
Lincoln National Investment Companies, Inc.; and Executive Vice President/Chief
Operating Officer/Chief Financial Officer/Director of Vantage Global Advisors,
Inc. During the past five years, Mr. Downes has served in various executive
capacities at different times within Delaware Investments.
Walter P. Babich (age 73) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; Board Chairman of Citadel Constructors,
Inc. (commercial building construction), 1988 to present; Partner of I&L
Investors, 1988-1991; Partner of Irwin & Leighton Partnership (building
construction), 1986-1988.
John H. Durham (age 63) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; Private Investor; Partner of Complete
Care Services, 1995-1999; Director Emeritus of all 33 investment companies
within Delaware Investments, 1995-1998; reappointed to the Boards of 19
investment companies for which he currently serves as Director in 1998 and
appointed to the Boards of 14 investment companies for which he currently serves
as Director in 2000; Consultant to Delaware Investments, 1991-1997; Chairman of
the Board of each investment company within Delaware Investments, 1986-1991;
President of each investment company within Delaware Investments, 1977-1990;
Chief Executive Officer of each investment company within Delaware Investments,
1984-1990. Prior to 1992, Mr. Durham served as a director and in various
executive capacities at different times within Delaware Management Holdings,
Inc., Delaware Management Company, Inc., Delaware Distributors, Inc. and
Delaware Service Company, Inc.
John A. Fry (age 40): Trustee/Director of 24 other investment companies in the
Delaware Investments family; Executive Vice President of the University of
Pennsylvania. From 1991 to 1995, Mr. Fry was Partner-in-Charge, National Higher
Education Consulting of Coopers & Lybrand and from 1984 to 1991, Mr. Fry held
Consultant and Manager positions with KPMG Peat Marwick, ending with Senior
Manager from 1989 to 1991.
Anthony D. Knerr (age 62) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; Founder and Managing Director, Anthony
Knerr & Associates (strategic consulting company to major non-profit
institutions and organizations), 1991 to present; Founder and Chairman of the
Publishing Group, Inc., 1988-1990; Executive Vice President/Finance and
Treasurer of Columbia University, 1982-1988; Lecturer of English at Columbia
University, 1987-1989.
Ann R. Leven (age 60) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; Retired Treasurer, National Gallery of
Art; Director of Recoton Corp., 1999 to present; Treasurer, National Gallery of
Art, 1994-1999; Director of four investment companies sponsored by Acquila
Management Corporation, 1985-1998; Deputy Treasurer of the National Gallery of
Art, 1990-1994; Treasurer and Chief Fiscal Officer of the Smithsonian
Institution, 1984-1990; Adjunct Professor at Columbia Business School,
1975-1992.
* This nominee is considered to be an "interested person" of the Funds as that
term is defined in the Investment Company Act of 1940, as amended (the "1940
Act").
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Thomas F. Madison (age 65) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; President and Chief Executive Officer of
MLM Partners Inc. (consulting), 1993 to present; Director of Lightening Rod
Software, February 2000 to present; Director of Valmont Industries (irrigation
systems and steel pole manufacturing), 1987 to present; Director of ACI
Telecentrics (outbound telemarketing and telecommunications), 1996 to present;
Director of Aon Risk Services (risk management consulting and insurance
brokerage), 1995 to present; Director of Digital River (e-commerce internet
software), 1996 to present; Director of Banner Health Systems, 1991 to present;
Chairman of AetherWorks Inc. (computer telephone), 1999-2000 and Director,
1992-2000; Director of Minnegasco, Span Link Communications (software),
1995-2000; Chairman of the Board of Communications Holdings, Inc., 1996-1999;
Vice Chairman - Office of the CEO of The Minnesota Mutual Life Insurance
Company, February to September, 1994; Director of Eltrax Systems, Inc. (data
communications integration), 1993-1999.
Janet L. Yeomans (age 52) Director/Trustee of each Fund and 25 other investment
companies within Delaware Investments; Vice President and Treasurer of the 3M
Corporation, 1995 to present; President of 3M Investment Management Corporation
since its inception in 1999; Director of Benefit Funds and Financial Markets for
the 3M Corporation, 1987-1995; Manager of Benefit Fund Investments for the 3M
Corporation, 1985-1987; Manager of Pension Funds for the 3M Corporation,
1983-1985; Consultant, Investment Technology Group of Chase Econometrics,
1982-1983; Consultant for Data Resources, 1980-1982; Programmer for the Federal
Reserve Bank of Chicago, 1970-1974.
Board and Committee Meetings. During the twelve months ended September 30, 2001,
each Fund held six Board meetings, two 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 held four meetings for
each Fund during the twelve months ended September 30, 2001. The Board of
Directors of each Fund has adopted a written charter for each Fund's Audit
Committee, attached as Exhibit E.
Each Board of Directors also has a Nominating Committee, which meets
for the purpose of proposing nominees to serve as Directors. Nominees are
considered by the full Board of Directors for each Fund and, when appropriate,
by shareholders at annual or special shareholder meetings. The Nominating
Committee of each Fund currently consists of the following four Directors
appointed by the Board: Anthony D. Knerr, Chairperson; John H. Durham; and 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 __.
Board Compensation. Each independent Director receives compensation
from each Fund of which he/she is a member of the Board of Directors. The
interested Directors are compensated by the investment manager and do not
receive compensation from the Funds. Each independent Director currently
receives a total annual retainer fee of $50,000 for serving as a Director for
all 33 investment companies within Delaware Investments, plus $3,145 for each
set of Board meetings attended (six regular meetings, two of which are two day
meetings). Walter P. Babich is the current Coordinating Director for the Funds
and receives an additional retainer of $8,000 from all 33 investment companies
within Delaware Investments. Members of the Audit Committee currently receive
additional annual compensation of $5,000 from all of the investment companies
within Delaware Investments in the aggregate, plus $1,000 for each meeting in
excess of five in any calendar year. The chairperson of the Audit Committee
receives an annual retainer of $8,000, plus $1,000 for each meeting in excess of
five in any calendar year. Independent Directors who are members of the
Nominating Committee receive $1,000 for each committee meeting. In addition, the
chairperson of the Nominating Committee receives an annual retainer of $500.
Under the terms of each Fund's retirement plan for Directors, each
independent Director who, at the time of his or her retirement from the Board of
Directors, has attained the age of 70 and has served on the Board of Directors
for at least five continuous years, is entitled to receive payments from the
5
investment companies within Delaware Investments for a period of time equal to
the lesser of the number of years that the person served as a Director or the
remainder of the person's life. The annual amount of such payments will be equal
to the amount of the annual retainer that is paid to Directors of the investment
companies at the time of the person's retirement. If an eligible Director of
each investment company within the Delaware Investments family had retired as of
August 31, 2001, he or she would have been entitled to annual payments in the
amount of ________. The following table identifies the amount each Director
received from each Fund during its last fiscal year and from the investment
companies within Delaware Investments as a whole during the twelve months ended
August 31, 2001.
Charles E.
Fund Name Haldeman David K. Walter P. John H. John A. Anthony Ann R. Thomas F. Janet L.
Jr Downes Babich Durham(1) Fry(2) D. Knerr Leven Madison Yeomans
-------------------- ----------- ----------- ------------ ----------- ------------ ----------- ----------- ------------ -----------
Delaware Group None None $_____ $_____ $______ $_____ $_____ $_____ $_____
Dividend and
Income Fund, Inc.
Delaware Group
Global Dividend
and Income Fund,
Inc. None None $_____ $_____ $______ $_____ $_____ $_____ $_____
Voyageur Arizona
Municipal Income
Fund, Inc. None None $_____ $_____ $______ $_____ $_____ $_____ $_____
Voyageur Colorado
Insured Municipal
Income Fund, Inc. None None $_____ $_____ $______ $_____ $_____ $_____ $_____
Voyageur Florida
Insured Municipal
Income Fund None None $_____ $_____ $______ $_____ $_____ $_____ $_____
Voyageur Minnesota
Municipal Income
Fund, Inc. None None $_____ $_____ $______ $_____ $_____ $_____ $_____
Voyageur Minnesota
Municipal Income
Fund II, Inc. None None $_____ $_____ $______ $_____ $_____ $_____ $_____
Voyageur Minnesota
Municipal Income
Fund III, Inc. None None $_____ $_____ $______ $_____ $_____ $_____ $_____
Total Compensation
From All Investment
Companies in
Delaware
Investments for
the 12 months
ended August 31,
2001 None None $_____ $_____ $______ $_____ $_____ $_____ $_____
(1) Prior to May 1, 2000, Mr. Durham was not a member of the Board of
Directors of any Voyageur 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
6
above along with the other Directors. The Exhibit also identifies which officers
are also officers of DMC, the investment manager of each Fund, or Delaware
International Advisers Ltd. ("DIAL"), the sub-adviser to Delaware Group Global
Dividend and Income Fund, Inc. The above officers of the Funds own shares of
common stock and/or options to purchase shares of common stock of Lincoln
National Corporation ("LNC"), the ultimate parent of DMC and DIAL. They are
considered to be "interested persons" of the Funds under the 1940 Act.
Section 16 of the Securities Exchange Act of 1934, as amended, requires
that Forms 3, 4, and 5 be filed with the SEC, the relevant securities exchange
and the relevant Fund, by or on behalf of certain persons, including directors,
certain officers, and certain affiliated persons of the investment manager or
sub-adviser. The Funds believe that these requirements were met, except that
management failed to timely file Form 3s on behalf of Peter Anderson, Damon
Andres, Nancy Crouse and Jude T. Driscoll and a Form 4 on behalf of Elizabeth
Howell.
Management's Ownership of the Funds. Attached to this Proxy Statement
as Exhibit F is a list of the Directors' shareholdings of all Delaware
Investments funds on an individual basis as of August 31, 2001. This Exhibit
also states the aggregate holdings of the Funds by all of the Directors and
executive officers as a group.
Required Vote. Provided that a quorum is present at the Meeting, either
in person or by proxy, the following votes are required to elect each Fund's
Board of Directors. The holders of the preferred shares of the six Voyageur
Funds have the exclusive right to vote to elect Mr. Madison and Ms. Yeomans to
the Board of Directors of those Funds.
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PROPOSAL 1
Election of Directors
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FUND Haldeman, Downes, Babich, Durham, Madison and Yeomans
Fry, Knerr and Leven
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Delaware Group Dividend and Income Fund,
Inc.; Delaware Group Global Dividend and
Income Fund, Inc. Plurality of votes cast.
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Voyageur Florida Insured Municipal Income Plurality of votes cast of common and Plurality of votes cast of preferred
Fund preferred shares. shares.
--------------------------------------------------------------------------------------------------------------------------------
Voyageur Funds (other than Voyageur Affirmative vote of the greater of: (1) Affirmative vote of the greater of: (1)
Florida Insured Municipal Income Fund) a majority of common and preferred a majority of preferred shares present
shares present in person or by proxy in person or by proxy and entitled to
and entitled to vote at the Meeting; or vote at the Meeting; (2) a majority of
(2) a majority of or the minimum number the minimum number of preferred shares
of common and preferred shares entitled entitled to vote at the Meeting that
to vote at the Meeting that would 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
Directrors has adopted a formal charter for the Audit Committee setting forth
its responsibilities. A copy of the Audit Committee's charter is included in
Attachment E 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:
7
Fund Audit Fees
Delaware Group Dividend and Income Fund, Inc. $
Delaware Group Global Dividend and Income Fund, Inc. $
Voyageur Arizona Municipal Income Fund, Inc. $
Voyageur Colorado Insured Municipal Income Fund, Inc. $
Voyageur Florida Insured Municipal Income Fund, Inc. $
Voyageur Minnesota Municipal Income Fund, Inc. $
Voyageur Minnesota Municipal Income Fund II, Inc. $
Voyageur Minnesota Municipal Income Fund III, Inc. $
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 entities controlling,
controlled by or under common control with the DMC for the period from December
1, 1999 through March 31, 2001.
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 Group Dividend and Income Fund, Inc. $
Delaware Group Global Dividend and Income Fund, Inc. $
Voyageur Arizona Municipal Income Fund, Inc. $
Voyageur Colorado Insured Municipal Income Fund, Inc. $
Voyageur Florida Insured Municipal Income Fund, Inc. $
Voyageur Minnesota Municipal Income Fund, Inc. $
Voyageur Minnesota Municipal Income Fund II, Inc. $
Voyageur Minnesota Municipal Income Fund III, Inc. $
In addition, the aggregate fees billed for other non-audit services
rendered to DCM and entities controlling, controlled by or under common control
with DCM for the period from December 1, 1999 through March 31, 2001 was
$______________.
PROPOSAL TWO: TO AMEND THE ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE FUND
(All Funds except Delaware Group Dividend and Income Fund, Inc.,
Delaware Group Global Dividend and Income Fund, Inc. and Voyageur
Florida Insured Municipal Income Fund)
Fund management has recently implemented a significant initiative to
raise Delaware Investments' name recognition, and to bring identification to the
retail industry as to the firm's focus on fundamental research as the backbone
of its investment process. The initiative to raise name recognition for Delaware
Investments in the retail market is comprised of many components, one of which
is the adoption of "Delaware Investments" as a common marketing name for the
firm's products and services.
In connection with this initiative, management proposes the amendment
of the Funds' respective Articles of Incorporation in order to change the Funds'
names as set forth below:
Current Name Proposed New Name
Voyageur Arizona Municipal Income Fund, Inc. To Delaware Investments Arizona Municipal
Income Fund, Inc.
Voyageur Colorado Insured Municipal Income Fund, To Delaware Investments Colorado Insured
Inc. Municipal Income Fund, Inc.
Voyageur Minnesota Municipal Income Fund, Inc. To Delaware Investments Minnesota
Municipal Income Fund, Inc.
8
Voyageur Minnesota Municipal Income Fund II, Inc. To Delaware Investments Minnesota
Municipal Income Fund II, Inc.
Voyageur Minnesota Municipal Income Fund III, Inc. To Delaware Investments Minnesota
Municipal Income Fund III, Inc.
Management believes that by linking the Funds more closely with the
adviser and the Delaware Investments family of funds, the proposed new names
will increase the Funds' following in the marketplace which, in turn, may
provide support for each Fund's secondary market share price and enhance
shareholder value.
If approved by a Fund's shareholders, management intends to file an
amendment to the Fund's Articles of Incorporation and to take all other action
necessary to change the name of the Fund as soon as practicable following the
Meeting.
Required Vote. Provided that a quorum is present at the Meeting, either
in person or by proxy, the amendment of each Fund's Articles of Incorporation to
change its corporate name requires an affirmative vote of the greater of: (1) a
majority of common and preferred shares present in person or by proxy and
entitled to vote at the meeting; or (2) a majority of the minimum number of
common and preferred shares entitled to vote at the meeting that would
constitute a quorum.
The Board of Directors of each Fund recommends that you vote "FOR" the proposal
to amend the Articles of Incorporation to change the name of the Fund.
OTHER INFORMATION
Investment Manager. Delaware Management Company (a series of Delaware
Management Business Trust), One Commerce Square, Philadelphia, PA 19103, serves
as investment manager to each Fund. Delaware International Advisers Ltd.
("DIAL"), Third Floor, 80 Cheapside, London, England EC2V 6EE, serves as
sub-adviser to Delaware Group Global Dividend and Income Fund, Inc. DIAL is a
United Kingdom affiliate of DMC, is an investment adviser registered in the
United States under the Investment Advisers Act of 1940, as amended, and is a
member of the Investment Management Regulatory Organization (IMRO) in the United
Kingdom.
Administrator. Delaware Service Company, Inc., 1818 Market St.,
Philadelphia, PA 19103, an affiliate of DMC and DIAL, performs administrative
and accounting services for the Funds.
Shareholder Proposals. If a Fund holds an annual meeting of
shareholders in 2001, shareholder proposals to be included in the Funds' Proxy
Statement for that meeting must be received no later than _______, 2002. Such
proposals should be sent to the Fund, directed to the attention of its
Secretary, at the address of its principal executive office printed on the first
page of this Proxy Statement.
Fund Reports. Each Fund's most recent Annual Report and Semi-Annual
Report were previously mailed to shareholders. Copies of these reports are
available upon request, without charge, by writing or calling the Funds at the
address and telephone number shown at the beginning of this Proxy Statement.
9
EXHIBIT A
OUTSTANDING SHARES AS OF RECORD DATE (SEPTEMBER 13, 2001)
Delaware Group Dividend and Income Fund, Inc. __________
Delaware Group Global Dividend and Income Fund, Inc. __________
Voyageur Arizona Municipal Income Fund, Inc.
Common Stock _________
Preferred Stock 500 __________
Voyageur Colorado Insured Municipal Income Fund, Inc.
Common Stock _________ __________
Preferred Stock 800
Voyageur Florida Insured Municipal Income Fund
Common Shares _________ __________
Preferred Shares 400
Voyageur Minnesota Municipal Income Fund, Inc.
Common Stock _________ __________
Preferred Stock 400
Voyageur Minnesota Municipal Income Fund II, Inc.
Common Stock _________ __________
Preferred Stock 1,200
Voyageur Minnesota Municipal Income Fund III, Inc.
Common Stock _________
Preferred Stock 300 __________
10
EXHIBIT B
SHAREHOLDERS OWNING 5% OR MORE OF A FUND
The following accounts held of record 5% or more of the outstanding
shares of the Funds listed below as of September 13, 2001. Management does not
have knowledge of beneficial owners.
Percent of Outstanding
Fund Name and Address Number of Shares Shares
---- ---------------- ---------------- ------
Delaware Group Dividend and Income Cede & Co
Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004
Delaware Group Global Dividend and Cede & Co.
Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004
Voyageur Arizona Municipal Income Cede & Co.
Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004
Voyageur Arizona Municipal Income Salomon Smith Barney, Inc.
Fund, Inc. 333 West 34th Street
Preferred Stock New York, NY 10001
Series A
Voyageur Arizona Municipal Income Salomon Smith Barney, Inc.
Fund, Inc. Attn: Pat Haller
Preferred Stock 333 West 34th Street
Series B New York, NY 10001
Voyageur Colorado Insured Municipal Cede & Co.
Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004
Voyageur Colorado Insured Municipal Merrill Lynch, Pierce, Fenner & Smith
Income Fund, Inc. Safekeeping
Preferred Stock 4 Corporate Place
Series A Corporate Park 287
Piscataway, NJ 08855
Salomon Smith Barney, Inc.
333 West 34th Street
New York, NY 10001
Voyageur Colorado Insured Municipal Merrill Lynch, Pierce, Fenner & Smith
Income Fund, Inc. Safekeeping
Preferred Stock 4 Corporate Place
Series B Corporate Park 287
Piscataway, NJ 08855
Voyageur Florida Insured Municipal Cede & Co.
Income Fund P.O. Box 20
Common Shares Bowling Green Station
New York, NY 10004
Voyageur Florida Insured Municipal Salomon Smith Barney, Inc.
Income Fund 333 West 34th Street
Preferred Shares New York, NY 10001
Series A
Paine Webber Inc.
1000 Harbor Boulevard
Weehawken, NJ 07087
Voyageur Florida Insured Municipal Salomon Smith Barney, Inc.
Income Fund 333 West 34th Street
Preferred Shares New York, NY 10001
Series B
Voyageur Minnesota Municipal Income Cede & Co.
Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004
11
Percent of Outstanding
Fund Name and Address Number of Shares Shares
---- ---------------- ---------------- ------
Voyageur Minnesota Municipal Income Salomon Smith Barney, Inc.
Fund, Inc. 333 West 34th Street
Preferred Stock New York, NY 10001
State Street
One Financial Center
Boston, MA 02111
Voyageur Minnesota Municipal Income Cede & Co.
Fund II, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004
Voyageur Minnesota Municipal Income Salomon Smith Barney, Inc.
Fund II, Inc. 333 West 34th Street
Preferred Stock New York, NY 10001
Series A
Paine Webber Inc.
1000 Harbor Blvd.
Weehawken, NJ 07087
Voyageur Minnesota Municipal Income Salomon Smith Barney, Inc.
Fund II, Inc. 333 West 34th Street
Preferred Stock New York, NY 10001
Series B
Voyageur Minnesota Municipal Income Cede & Co.
Fund III, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004
Voyageur Minnesota Municipal Income Salomon Smith Barney, Inc.
Fund III, Inc. 333 West 34th Street
Preferred Stock New York, NY 10001
12
EXHIBIT C
YEARS THAT DIRECTORS OR TRUSTEES FIRST TOOK OFFICE
Charles E.
Haldeman David K. Walter P. John H. John A. Anthony Ann R. Thomas F. Janet L.
Fund Name Jr.(1) Downes Babich Durham(2) Fry(3) D. Knerr Leven Madison Yeomans
-------------------- ----------- ----------- ------------ ----------- ------------ ----------- ----------- ------------ -----------
Delaware Group 2001 1999 1993 1993 2001 1993 1993 1997 1999
Dividend and
Income Fund, Inc.
Delaware Group
Global Dividend
and Income Fund,
Inc. 2001 1999 1993 1993 2001 1993 1993 1997 1999
Voyageur Arizona
Municipal Income
Fund, Inc. 2001 1999 1997 2000 2001 1997 1997 1994 1999
Voyageur Colorado
Insured Municipal
Income Fund, Inc. 2001 1999 1997 2000 2001 1997 1997 1994 1999
Voyageur Florida
Insured Municipal
Income Fund 2001 1999 1997 2000 2001 1997 1997 1994 1999
Voyageur Minnesota
Municipal Income
Fund, Inc. 2001 1999 1997 2000 2001 1997 1997 1994 1999
Voyageur Minnesota
Municipal Income
Fund II, Inc. 2001 1999 1997 2000 2001 1997 1997 1994 1999
Voyageur Minnesota
Municipal Income
Fund III, Inc. 2001 1999 1997 2000 2001 1997 1997 1994 1999
(1) Mr. Haldeman was appointed to the Boards of Trustees/Directors of most of
the investment companies within Delaware Investments on January 9, 2001.
(2) Mr. Durham was reappointed to the Boards of Directors of 19 of the
investment companies within Delaware Investments on April 16, 1998. He was
appointed to the Boards of Directors of the Voyageur Funds as of May 1, 2000.
(3) Mr. Fry was appointed to the Boards of Trustees/Directors of most of the
investment companies within Delaware Investments on January 1, 2001.
13
EXHIBIT D
EXECUTIVE OFFICERS OF THE FUNDS
William E. Dodge (age 51) Executive Vice President/Chief Investment
Officer, Equity of the Funds and of the other 25 investment companies within
Delaware Investments, and of Delaware Management Company (a series of Delaware
Management Business Trust); Executive Vice President of Delaware Management
Business Trust and Delaware Capital Management, Inc.; President/Chief Investment
Officer, Equity of Delaware Investment Advisers (a series of Delaware Management
Business Trust); and Director/Executive Vice President, Equity of Vantage Global
Advisors, Inc. Prior to joining Delaware Investments in 1999, Mr. Dodge was
President, Director of Marketing, and Senior Portfolio Manager for Marvin &
Palmer Associates.
Jude T. Driscoll (age 37) Executive Vice President/Head of Fixed-Income
of the Funds and of the other 25 investment companies within Delaware
Investments, and of Delaware Management Company (a series of Delaware Management
Business Trust) and Delaware Investment Advisers (a series of Delaware
Management Business Trust). Prior to joining Delaware Investments in 2000, Mr.
Driscoll was Senior Vice President, Director of Fixed-Income Process at Conseco
Capital Management from June, 1998 to August, 2000. Prior to that, he was
Managing Director for NationsBanc Capital Markets, 1996-1998; Vice President of
Goldman Sachs, 1991-1995; and Assistant Vice President of Conseco Capital
Management, 1989-1990.
Richard J. Flannery (age 43) Executive Vice President/General Counsel
of the Funds and of the other 25 investment companies within Delaware
Investments, and of Delaware Management Holdings, Inc., Delaware Management
Company (a series of Delaware Management Business Trust), Delaware Investment
Advisers (a series of Delaware Management Business Trust), Delaware
Distributors, L.P. and Founders CBO Corporation; Executive Vice
President/General Counsel/Director of DMH Corp., Delvoy, Inc., Delaware
Management Company, Inc., Delaware Service Company, Inc., Delaware Capital
Management, Inc., Retirement Financial Services, Inc., Delaware Management Trust
Company, Delaware Distributors, Inc., Delaware International Holdings Ltd.,
Founders Holdings, Inc. and Delaware General Management, Inc.; Executive Vice
President/General Counsel/Trustee of Delaware Management Business Trust;
Director of Delaware International Advisers Ltd.; Director of HYPPCO Finance
Company Ltd.; and Executive Vice President/General Counsel/Director of Vantage
Global Advisors, Inc. During the past five years, Mr. Flannery has served in
various executive capacities at different times within Delaware Investments.
Richelle S. Maestro (age 42) Senior Vice President/Deputy General
Counsel/Secretary of the Funds and of the other 25 investment companies within
Delaware Investments, and of Delaware Management Holdings, Inc., DMH Corp.,
Delvoy, Inc., Delaware Management Company, Inc., Delaware Management Business
Trust, Delaware Management Company (a series of Delaware Management Business
Trust), Delaware Investment Advisers (a series of Delaware Management Business
Trust), Delaware Service Company, Inc., Delaware Capital Management, Inc.,
Retirement Financial Services, Inc., Delaware Management Trust Company, Delaware
Distributors, L.P., Delaware Distributors, Inc., Delaware International
Holdings, Ltd., Founders Holdings, Inc., and Delaware General Management, Inc.;
Secretary of Founders CBO Corporation and Lincoln National Investments
Companies, Inc. During the past five years, Ms. Maestro has served in various
executive capacities at different times within Delaware Investments.
Michael P. Bishof (age 38) Senior Vice President/Treasurer of the Funds
and of the other 25 investment companies within Delaware Investments; Senior
Vice President/Investment Accounting of Delaware Management Company (a series of
Delaware Management Business Trust), Delaware Service Company, Inc., Delaware
Capital Management, Inc., Delaware Distributors, L.P., Founders Holdings, Inc.;
Senior Vice President/Treasurer/Investment Accounting of Delaware Investment
Advisers (a series of Delaware Management Business Trust); Senior Vice
President/Manager of Investment Accounting of Delaware International Holdings
Ltd.; Senior Vice President/Assistant Treasurer of Founders CBO Corporation; and
Senior Vice President/Investment Accounting of Vantage Global Advisors, Inc.
During the past five years, Mr. Bishof has served in various executive
capacities at different times within Delaware Investments.
14
EXHIBIT E
DELAWARE INVESTMENTS FAMILY OF FUNDS
AUDIT COMMITTEE CHARTER
1. Committee Composition. The Audit Committee shall be composed
of not less than three qualified and Independent (as defined and described in
Attachment A hereto) Directors/Trustees selected by the Board, one of whom shall
be designated as Chairperson. Each member of the Committee shall serve for three
years or until his or her successor has been appointed and qualified. The
Chairperson and members of the Committee shall receive such compensation for
their service on the Committee as the Board may determine from time to time.
2. Purposes. The purposes of the Audit Committee are:
(a) to monitor the Fund's accounting and financial reporting
policies and practices, its internal controls and, as
appropriate, the internal controls of certain service
providers;
(b) to monitor the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and
(c) to act as a liaison between the Fund's independent auditors
and the full Board of Directors/Trustees; and
(d) to monitor the Fund's safeguards with respect to both inflow
and outflow of funds, Y2K compliance and the integrity of
computer systems.
The outside auditor for the Fund is ultimately accountable to the Board
of Directors/Trustees and Audit Committee of the Fund. The Audit Committee and
Board of Directors/Trustees have the ultimate authority and responsibility to
select, evaluate and, where appropriate, replace the outside auditor (or to
nominate the outside auditor to be proposed for shareholder approval in any
proxy statement).
The function of the Audit Committee is oversight in the sense that it
is to watch closely, to maintain surveillance, carefully review relevant matters
and make appropriate suggestions; it is management's responsibility to direct,
manage and maintain appropriate systems for accounting and internal control, and
the auditor's responsibility to plan and carry out a proper audit.
3. Duties and Powers. To carry out its purposes, the Audit
Committee shall have the following duties and powers:
(a) to recommend the selection, retention or termination of
external auditors and, in connection therewith, annually to
receive, evaluate and discuss with the external auditors a
formal written report from them setting forth all consulting
or other relationships with the Fund, the Investment Manager
or their affiliates, which shall include specific
representations as to their objectivity and independence;
(b) to meet with the Fund's external auditors, including private
meetings as necessary (i) to review the arrangements for and
scope of the annual audit and any special audits; (ii) to
discuss any matters of concern relating to the Fund's
financial statements, including any adjustments to such
statements recommended by the auditors, or other results of
said audit(s); (iii) to consider the auditors' comments with
respect to the Fund's financial 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.
15
4. Meetings. The Committee shall meet on a regular basis and
is empowered to hold special meetings as circumstances require. The Committee
shall regularly meet with the Chief Financial Officer and Treasurer of the Fund
and with internal auditors for the Investment Manager.
5. Resources. The Committee shall have the resources and
authority appropriate to discharge its responsibilities, including the authority
to retain special counsel and other experts or consultants at the expense of the
appropriate Fund(s).
6. Annual Charter Review. The Committee shall review this
Charter at least annually and recommend any changes to the full Board of
Directors/Trustees.
16
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
17
circumstances, to the Audit Committee if the Fund's Board of Directors/Trustees
determines in its business judgment that membership on the Committee by the
individual is required by the best interests of the Fund and its shareholders,
and the Fund discloses, in the next annual proxy statement subsequent to such
determination, the nature of the relationship and the reasons for that
determination.
3. Definitions.
"Immediate Family" includes a person's spouse,
parents, children, siblings, mothers-in-law, sons and
daughters-in-law, brothers and sisters-in-law, and
anyone (other than employees) who shares such
person's home.
"Affiliate" includes a subsidiary, sibling company,
predecessor, parent company, or former parent
company.
"Officer" shall have the meaning specified in Rule
16a-1(f) under the Securities Exchange Act of 1934,
or any successor rule.
4. Written Affirmation. With respect to any subsequent changes
to the composition of the Audit Committee, and otherwise approximately once each
year, the Fund should provide the New York Stock Exchange Written Affirmation in
the form attached hereto regarding:
(a) Any determination that the Company's Board of Directors/Trustees has
made regarding the independence of Director/Trustees pursuant to any of
the subparagraphs above;
(b) The financial literacy of the Audit Committee members;
(c) The determination that at least one of the Audit Committee members has
accounting or related financial expertise; and
(d) The annual review and reassessment of the adequacy of the Audit
Committee Charter.
18
EXHIBIT F
SHAREHOLDINGS BY DIRECTORS IN THE DELAWARE INVESTMENTS FUNDS
AS OF AUGUST 31, 2001
Percentage of Series/
Company Shares Owned Fund Owned
------- ------------ ----------
Walter P. Babich
Delaware Group Cash Reserve
Delaware Cash Reserve Fund..................... less than 1%/less than 1%
Voyageur Mutual Funds III
Delaware Select Growth Fund.................... less than 1%/less than 1%
Ann R. Leven
Delaware Group Equity Funds II
Delaware Decatur Equity Income Fund............ less than 1%/less than 1% less than
Delaware Growth and Income Fund................ 1%/less than 1%
Delaware Group Equity Funds III
Delaware Trend Fund............................ less than 1%/less than 1%
Delaware Group Equity Funds V
Delaware Small Cap Value Fund.................. less than 1%/less than 1%
Delaware Group Global & International Funds
Delaware International Equity Fund............. less than 1%/less than 1%
Delaware Group Equity Funds
David K. Downes
Delaware Group Limited Term Government Funds
Delaware Limited Term Government Fund...... less than 1%/less than 1%
Voyageur Mutual Funds.
Delaware National High-Yield Municipal Bond
Fund........................................... less than 1%/less than 1%
Voyageur Mutual Funds III
Delaware Select Growth Fund.................... less than 1%/less than 1%
Thomas F. Madison
Delaware Group Equity Funds I
Delaware Devon Fund............................ less than 1%/less than 1%
Delaware Group Global & International Funds
Delaware International Equity Fund............. less than 1%/less than 1%
Voyageur Mutual Funds III
Delaware Select Growth Fund.................... less than 1%/less than 1%
John H. Durham
Delaware Group Equity Funds II
Delaware Growth and Income Fund................ less than 1%/less than 1%
Delaware Group Cash Reserve
Delaware Cash Reserve Fund..................... less than 1%/less than 1%
Delaware Pooled Trust
Delaware REIT Fund............................. less than 1%/less than 1%
With respect to the Funds for which this Proxy Statement is provided, the
Directors and executive officers as a group owned, in the aggregate on August
31, 2001, less than 1% of each Fund's outstanding shares.
19
| ----------------------------------------
| DELAWARE GROUP DIVIDEND AND INCOME FUND,
| INC.
| DELAWARE GROUP GLOBAL DIVIDEND AND
| INCOME FUND, INC.
| VOYAGEUR ARIZONA MUNICIPAL INCOME FUND,
| INC.
| VOYAGEUR COLORADO INSURED MUNICIPAL
| INCOME FUND, INC.
| VOYAGEUR FLORIDA INSURED MUNICIPAL
| INCOME FUND
| VOYAGEUR MINNESOTA MUNICIPAL INCOME
| FUND, INC.
| VOYAGEUR MINNESOTA MUNICIPAL INCOME
| FUND II, INC.
| VOYAGEUR MINNESOTA MUNICIPAL INCOME
| FUND III, INC.
|
| ----------------------------------------
|
| ----------------------------------------
|
| ----------------------------------------
|
|
|
|
| PROXY STATEMENT
| Notice of Joint
| Annual Meeting
| of Shareholders
| ----------------------------------------
|
| NOVEMBER 1, 2001
|
|
| DELAWARE
| INVESTMENTS(SM)
| --------------------
[ADD INVENTORY NUMBER] | A member of Lincoln
| Financial Group(R)
20
DELAWARE INVESTMENTS
ONE COMMERCE SQUARE
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 the _______________, Philadelphia,
Pennsylvania, on November 1, 2001 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 EACH PROPOSAL
AS MARKED, OR IF NOT MARKED, TO VOTE "FOR" EACH PROPOSAL, AND TO USE THEIR
DISCRETION TO VOTE ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
PLEASE COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
1. To elect the following nominees as Directors of the Fund
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
--------------------------------------------------------------------------------
If you checked "For All Except," write the withheld nominee's number on the line
above.
2. To amend the Articles of Incorporation to change the name of the Fund
Please vote by checking (|X|) the appropriate boxes below.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
|_| |_| |_|
FOR AGAINST ABSTAIN
|_| |_| |_|
THIS PROXY CARD IS ONLY VALID WHEN SIGNED 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 , 2001
--------------------
----------------------------------------------------------
----------------------------------------------------------
Signature(s) (Joint Owners) PLEASE SIGN WITHIN BOX)