Edgar Filing: DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND III INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

[X] Filed by the Registrant
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12

Delaware Investments Minnesota Municipal Income Fund III, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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, AUGUST 14, 2003

To the Shareholders of:

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

This is your official notice that the Joint Annual Meeting of Shareholders of
each Delaware Investments closed-end registered investment company listed above
(each individually, a "Fund" and, collectively, the "Funds") will be held at Two
Commerce Square, 2001 Market Street, 2nd Floor, Philadelphia, Pennsylvania on
Thursday, August 14, 2003 at 11:00 a.m. The purpose of the meeting is to elect a
Board of Directors (or Trustees) for each Fund and to transact any other
business that properly comes before the Meeting and any adjournments of the
Meeting.

Please vote and send in your Proxy Card(s) promptly to avoid the need for
further mailings. Your vote is important.

Jude T. Driscoll

Jude T. Driscoll
Chairman

July 2, 2003

This page intentionally left blank

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

COMBINED PROXY STATEMENT

JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, AUGUST 14, 2003

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, August 14, 2003 at 11:00 a.m. at Two Commerce Square, 2001 Market
Street, 2nd Floor, Philadelphia, Pennsylvania and/or at any adjournments of the
meeting (hereafter, the "Meeting").

Purpose of Meeting. The purpose of the Meeting is to consider the Proposal
listed in the accompanying Notice. The Board of Directors of each Fund urges you
to complete, sign and return the Proxy Card (or Cards) included with this
Combined Proxy Statement, whether or not you intend to be present at the
Meeting. It is important that you provide voting instructions promptly to help
assure a quorum for the Meeting.

General Voting Information. You may provide proxy instructions by returning
the Proxy Card(s) by mail in the enclosed envelope. The persons designated on
the Proxy Card(s) as proxies will vote your shares as you instruct on each Proxy
Card. If you return a signed Proxy Card without any voting instructions, your
shares will be voted "FOR" each of the nominees for election as Director. The
persons designated on the Proxy Card as proxies will also be authorized to vote
(or to withhold their vote) in their discretion on any other matters which
properly come before the Meeting. They may also vote in their discretion to
adjourn the Meeting. If you sign and return a Proxy Card, you may still attend
the Meeting to vote your shares in person. If your shares are held of record by
a broker and you wish to vote in person at the Meeting, you should obtain a
Legal Proxy from your broker of record and present it at the Meeting. You may
also revoke your proxy at any time before the Meeting: (i) by notifying Delaware
Investments in writing at 2005 Market Street, Philadelphia, PA 19103; (ii) by
submitting a later signed Proxy Card; or (iii) by voting your shares in person
at the Meeting. If your shares are held in the name of your broker, you will
have to make arrangements with your broker to revoke any previously executed
proxy.

Each shareholder may cast one vote for each full share and a partial vote for
each partial share of a Fund that they owned of record on June 17, 2003. 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 Combined Proxy Statement and the
accompanying Proxy Card(s) will be mailed to shareholders of record on or about
July 2, 2003.

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

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

The amount of votes of each Fund that are needed to approve proposals varies.
The voting requirements with respect to the election of Directors are described
within Proposal One. Abstentions will be included for purposes of determining
whether a quorum is present for each Fund at the Meeting. They will be treated
as votes present at the Meeting, but will not be treated as votes cast. They
therefore would have no effect on a proposal which requires a plurality or
majority of votes cast for approval, but would have the same effect as a vote
"AGAINST" a proposal requiring a majority of votes present. Because the Proposal
presented is considered to be a "routine" voting item, the Funds do not expect
to recognize broker non-votes.

In the event that a quorum is not present or if sufficient votes are not
received consistent with management's recommendation on the adoption of the
Proposal, management may propose an adjournment or adjournments of the Meeting
for a Fund. Any adjournment would require a vote in favor of the adjournment by
the holders of a majority of the shares present at the Meeting in person or by
proxy. The persons named as proxies may vote (or withhold their vote) in their
discretion on any proposed adjournment.

PROPOSAL ONE: TO ELECT A BOARD OF DIRECTORS FOR EACH FUND

You are being asked to elect each of the current members of the Board of
Directors for your Fund. The nominees are: Jude T. Driscoll, David K. Downes,
Walter P. Babich, John H. Durham, John A. Fry, Anthony D. Knerr, Ann R. Leven,
Thomas F. Madison and Janet L. Yeomans.

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

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

INFORMATION ON EACH FUND'S BOARD OF DIRECTORS

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

Jude T. Driscoll(1) Chairman and 3 Years - Since August 2000, Mr. 89 None
2005 Market Street Director Executive Driscoll has served in
Philadelphia, PA 19103-7094 Officer various executive capacities
at different times at
March 10, 1963 Delaware Investments(2)

2 Months - Senior Vice President,
Director Research and Trading - Conseco
Capital Management, Inc.
(June 1998 - July 2000)

Trader - Nations Bank
(February 1996 - February 1998)

David K. Downes(3) President, Chief 10 Years - Mr. Downes has served in 107 Director/President -
2005 Market Street Executive Executive various executive capacities Lincoln National
Philadelphia, PA 19103-7094 Officer, Chief Officer at different times at Convertible Securities
Financial Officer Delaware Investments Fund, Inc.
January 8, 1940 and Director 3 Years -
Director Director/President -
Lincoln National
Income Fund, Inc.
Independent Directors

Walter P. Babich Director 14 Years Board Chairman - Citadel 107 None
2005 Market Street Constructors, Inc. (1989 - Present)
Philadelphia, PA 19103-7094

October 1, 1927

John H. Durham Director 24 Years(4) Private Investor 107 Trustee - Abington
2005 Market Street Memorial Hospital
Philadelphia, PA 19103-7094
President/Director -
August 7, 1937 22 WR Corporation

John A. Fry Director 2 Year President - Franklin & Marshall 89 None
2005 Market Street College (June 2002 - Present)
Philadelphia, PA 19103-7094
Executive Vice President -
May 28, 1960 University of Pennsylvania
(April 1995 - June 2002)

Anthony D. Knerr Director 9 Years Founder/Managing Director - 107 None
2005 Market Street Anthony Knerr & Associates (1990 -
Philadelphia, PA 19103-7094 Present) (Strategic Consulting)

December 7, 1938

(1) Mr. Driscoll is considered to be an "interested Director" because he is an
executive officer of the Funds' investment adviser. Mr. Driscoll acquired
shares of common stock of Lincoln National Corporation ("LNC"), of which
the Funds' investment adviser is a wholly-owned subsidiary, in the ordinary
course of business during 2002, but those transactions involved less than
1% of the outstanding shares of common stock of LNC.
(2) Delaware Investments is the marketing name for Delaware Management
Holdings, Inc. and its subsidiaries, including the Funds' investment
adviser, principal underwriter and its transfer agent.
(3) Mr. Downes is considered to be an "interested Director" because he is an
executive officer of the Funds' investment adviser and accounting service
provider. Mr. Downes acquired shares of common stock of LNC in the ordinary
course of business during 2002, but those transactions involved less than
1% of the outstanding shares of common stock of LNC.
(4) Mr. Durham served as a Director Emeritus from 1995 through 1998.

Independent Directors (continued)

Ann R. Leven Director 13 Years Treasurer/Chief Fiscal Officer - 107 Director - Systemax
2005 Market Street National Gallery of Art Inc.
Philadelphia, PA 19103-7094 (1994 - 1999)

November 1, 1940 Director - Andy
Warhol Foundation

Thomas F. Madison Director 7 Years President/Chief Executive Officer - 107 Director - Valmont
2005 Market Street MLM Partners, Inc. (January 1993 - Industries Inc.
Philadelphia, PA 19103-7094 Present) (Small Business Investing
and Consulting) Director - Digital
February 25, 1936 River Inc.

Director - Rimage
Corporation

Director -
CenterPoint
Energy

Janet L. Yeomans Director 3 Years Vice President/Mergers & 107 None
2005 Market Street Acquisitions -
Philadelphia, PA 19103-7094 3M Corporation
(January 2003 - Present)
July 31, 1948
Ms. Yeomans has held various
management positions at
3M Corporation since 1983.

The following table shows each Director's ownership of shares of the Fund and
of all other Funds in the Delaware Investments Family of Funds (the "Fund
Complex") as of May 31, 2003.

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

Jude T. Driscoll none $1 - $10,000
David K. Downes none Over $100,000

Independent Directors

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

Board and Committee Meetings. During the last full fiscal year, each Fund
held five Board meetings, four of which were two day meetings and a telephonic
meeting. 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 Janet L.
Yeomans. Members of the Audit Committee serve for three years or until their
successors have been appointed and qualified. The Audit Committee held five
meetings for DDF and DGF for the fiscal year ended November 30, 2002 and four
meetings for the Preferred Share Funds for the fiscal year ended March 31, 2003.
The Board of Directors of each Fund has adopted a written charter for each
Fund's Audit Committee, attached as Exhibit C.

Each Board of Directors also has a Nominating Committee, which meets for the
purpose of proposing nominees to serve as Directors. Nominees are considered by
the full Board of Directors for each Fund and, when appropriate, by shareholders
at annual or special shareholder meetings. The Nominating Committee of each Fund
currently consists of the following three Directors appointed by the Board:
Anthony D. Knerr, Chairperson; John H. Durham; and John A. Fry, all of whom are
independent. The selection and nomination of the independent Director nominees
is committed to the discretion of the present independent Directors. The
Nominating Committee will consider suggestions for Board of Directors
nominations from shareholders. Shareholders who wish to suggest candidates for
nomination to the Boards of Directors at any future annual meeting should
identify the candidate and furnish a written statement of the person's
qualifications to the Nominating Committee at the principal executive offices of
the Funds. Nominations should be received by the date set forth under
"Shareholder Proposals" on page 9. The Nominating Committee for each Fund held
two meetings during the fiscal year ended November 30, 2003 for DDF and DGF and
March 31, 2003 for the Preferred Share Funds.

Board Compensation. Each independent Director receives compensation from each
Fund of which he/she is a member of the Board of Directors. The interested
Directors are compensated by the investment adviser and do not receive
compensation from the Funds. Each independent Director currently receives a
total annual retainer fee of $55,000 for serving as a Director of all 32
investment companies within the Fund Complex, plus $3,145 per day for each day
the Board meets (normally four regular meetings, all of which are two day
meetings). Walter P. Babich is the current Coordinating Director for the Funds
and receives an additional retainer totaling $10,000 with respect to all 32
investment companies within the Fund Complex. Members of the Audit Committee
currently receive additional annual compensation totaling $5,000 from all of the
investment companies within the Fund Complex, plus $1,000 for each meeting in
excess of five in any calendar year. The chairperson of the Audit Committee
receives an annual retainer of $8,000, plus $1,000 for each meeting in excess of
five in any calendar year. Independent Directors who are members of the
Nominating Committee receive $1,000 for each committee meeting. In addition, the
chairperson of the Nominating Committee receives an annual retainer of $500.

Under the terms of each Fund's retirement plan for Directors, each
independent Director who, at the time of his or her retirement from the Board of
Directors, has attained the age of 70 and has served on the Board of Directors
for at least five continuous years, is entitled to receive payments from the
Fund Complex for a period of time equal to the lesser of the number of years
that the person served as a Director or the remainder of the person's life. The
annual amount of such payments will be equal to the amount of the annual
retainer that is paid to Directors of the investment companies at the time of
the person's retirement. If an eligible Director of each investment company
within the Fund Complex had retired as of May 31, 2003, he or she would have
been entitled to annual payments in the amount of $55,000. The following table
identifies the amount each Director received from each Fund during its last
fiscal year and from the Fund Complex as a whole during the twelve months ended
May 31, 2003.

Jude T. David K. Walter P. John H. John A. Anthony D. Ann R. Thomas F. Janet L.
Fund Name Driscoll Downes Babich Durham Fry Knerr Leven Madison Yeomans
--------- -------- ------- --------- ------- ------- ---------- ------ --------- --------

Delaware Investments
Dividend and
Income Fund, Inc. None None $1,341 $1,236 $1,236 $1,241 $1,316 $1,286 $1,286

Delaware Investments
Global Dividend
and Income
Fund, Inc. None None $ 976 $ 930 $ 930 $ 932 $ 965 $ 952 $ 952

Delaware Investments
Arizona Municipal
Income Fund, Inc. None None $1,023 $ 991 $ 960 $ 996 $1,017 $1,007 $1,007

Delaware Investments
Colorado Insured
Municipal Income
Fund, Inc. None None $1,157 $1,105 $1,073 $1,107 $1,146 $1,131 $1,131

Delaware Investments
Florida Insured
Municipal Income
Fund None None $ 991 $ 964 $ 935 $ 965 $ 985 $ 977 $ 977

Delaware Investments
Minnesota
Municipal Income
Fund, Inc. None None $ 995 $ 967 $ 936 $ 969 $ 989 $ 981 $ 981

Delaware Investments
Minnesota
Municipal Income
Fund II, Inc. None None $1,299 $1,225 $1,194 $1,229 $1,284 $1,262 $1,262

Delaware Investments
Minnesota
Municipal Income
Fund III, Inc. None None $ 932 $ 914 $ 883 $ 915 $ 929 $ 923 $ 923

Total Compensation
From Fund
Complex for the
12 months ended
May 31, 2003 None None $91,160 $81,160 $64,986 $81,660 $89,161 $86,160 $86,160

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: Jude T.
Driscoll, David K. Downes, Richelle S. Maestro and Michael P. Bishof. Exhibit D
includes biographical information and the past business experience of such
officers, except for Mr. Driscoll and Mr. Downes, whose information is set forth
herein along with the other Directors. The Exhibit also identifies which of
these executive officers are also officers of Delaware Management Company
("DMC"), the investment adviser of each Fund, or Delaware International Advisers
Ltd. ("DIAL"), the sub-adviser to Delaware Investments Global Dividend and
Income Fund, Inc. The above officers of the Funds own shares of common stock
and/or options to purchase shares of common stock of LNC, the ultimate parent of
DMC and DIAL. They are considered to be "interested persons" of the Funds under
the Investment Company Act of 1940, as amended (the "1940 Act").

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16 of the
Securities Exchange Act of 1934, as amended, requires that Forms 3, 4, and 5 be
filed with the SEC, the relevant securities exchange and the relevant Fund, by
or on behalf of certain persons, including directors, certain officers, and
certain affiliated persons of the investment adviser or sub-adviser. The Funds
believe that these requirements were met, except that management failed to
timely file a Form 3 on behalf of Richelle S. Maestro.

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

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

Delaware Investments Dividend
and Income Fund, Inc.; Delaware Plurality of votes cast.
Investments Global Dividend and
Income Fund, Inc.
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Delaware Investments Florida Plurality of votes cast of common Plurality of votes cast
Insured Municipal Income Fund and preferred shares. of preferred shares.
-------------------------------------------------------------------------------------------------------------------------
Preferred Share Funds (other than Affirmative vote of the greater of: Affirmative vote of the greater of:
Delaware Investments Florida (1) a majority of common and (1) a majority of preferred shares
Insured Municipal Income Fund) preferred shares present in person present in person or by proxy and
or by proxy and entitled to vote at entitled to vote at the Meeting; or
the Meeting; or (2) a majority of (2) a majority of the minimum
the minimum number of common number of preferred shares entitled
and preferred shares entitled to to vote at the Meeting that would
vote at the Meeting that would constitute a quorum.
constitute a quorum.
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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 each 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 each 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
Exhibit C to this Combined Proxy Statement.

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

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

Financial information systems design and implementation fees. There were no
financial information systems design and implementation services rendered by
Ernst & Young LLP to the Funds, DMC, DIAL and Delaware Service Company ("DSC")
for the period from December 1, 2001 through March 31, 2003.

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

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

In addition, the aggregate fees billed for other non-audit services rendered
to DMC, DIAL and DSC for the period from May 1, 2001 through April 30, 2002 and
for the period from May 1, 2002 through April 30, 2003 were $350,000 and
$423,975, respectively.

OTHER INFORMATION

Investment Adviser. DMC (a series of Delaware Management Business Trust),
2005 Market Street, Philadelphia, PA 19103, serves as investment adviser to each
Fund. DIAL, Third Floor, 80 Cheapside, London, England EC2V 6EE, serves as
sub-adviser to Delaware Investments Global Dividend and Income Fund, Inc. DIAL
is a United Kingdom affiliate of DMC, is an investment adviser registered in the
United States under the Investment Advisers Act of 1940, as amended, and is a
member of the Financial Services Authority (FSA) in the United Kingdom.

Administrator. DSC, 2005 Market St., Philadelphia, PA 19103, an affiliate of
DMC and DIAL, performs administrative and accounting services for the Funds.

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

Shareholder Proposals. If a Fund holds an annual meeting of shareholders in
2004, shareholder proposals to be included in the Funds' Combined Proxy
Statement for that meeting must be received no later than March 4, 2004. 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 Combined Proxy Statement. The persons designated as proxies will
vote in their discretion on any matter if the Funds do not receive notice of
such matter prior to May 18, 2004.

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 Combined Proxy Statement.

EXHIBIT A

OUTSTANDING SHARES AS OF RECORD DATE (JUNE 17, 2003)

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

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

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

Common Stock 2,982,200
Preferred Stock 500

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

Common Stock 4,837,100
Preferred Stock 800

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

Common Shares 2,422,200
Preferred Shares 400

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

Common Stock 2,594,700
Preferred Stock 400

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

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

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

Common Stock 1,837,200
Preferred Stock 300

EXHIBIT B

SHAREHOLDERS OWNING 5% OR MORE OF A FUND

The following accounts held of record 5% or more of the outstanding shares of
the Funds listed below as of June 17, 2003. Management does not have knowledge
of beneficial owners.

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

Delaware Investments Dividend and Cede & Co 12,677,522 88.61%
Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004

Delaware Group Dividend & 1,430,700 10.00%
Income Fund, Inc.
Treasury Book Account
Attn: David Connor
1818 Market Street
Philadelphia, PA 19103-3638

Delaware Investments Global Cede & Co. 5,807,442 87.321%
Dividend and Income Fund, Inc. P.O. Box 20
Bowling Green Station
New York, NY 10004

Delaware Group Global Dividend 665,065 10.00%
& Income Fund, Inc.
Treasury Book Account
Attn: David Connor
1818 Market Street
Philadelphia, PA 19103-3638

Delaware Investments Arizona Cede & Co. 2,894,928 97.07%
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Arizona CitiGroup Global Markets Inc. 207 82.80%
Municipal Income Fund, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series A New York, NY 10001

Banc of America Securities LLC 19 7.60%
Scott Reifer
300 Harmon Meadow Blvd.
Secaucus, NJ 07094

USB Financial Services Inc. 14 5.60%
Jane Flood
1000 Harbor Blvd.
Weekhawken, NJ 07087

Delaware Investments Arizona CitiGroup Global Markets Inc. 240 96.00%
Municipal Income Fund, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series B New York, NY 10001

Delaware Investments Colorado Cede & Co. 4,565,879 94.39%
Insured Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

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

Delaware Investments Colorado CitiGroup Global Markets Inc. 325 81.25%
Insured Municipal Income Fund, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series A New York, NY 10001

Merrill Lynch, Pierce, Fenner & 74 18.50%
Smith Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855

Delaware Investments Colorado Merrill Lynch, Pierce, Fenner & 212 53.00%
Insured Municipal Income Fund, Inc. Smith Safekeeping
Preferred Stock 4 Corporate Place
Series B Corporate Park 287
Piscataway, NJ 08855

CitiGroup Global Markets Inc. 183 45.75%
Pat Haller
333 West 34th Street
New York, NY 10001

Delaware Investments Florida Cede & Co. 2,281,722 94.20%
Insured Municipal Income Fund P.O. Box 20
Common Shares Bowling Green Station
New York, NY 10004

Delaware Investments Florida CitiGroup Global Markets Inc. 126 63.00%
Insured Municipal Income Fund Pat Haller
Preferred Shares 333 West 34th Street
Series A New York, NY 10001

USB Financial Services Inc. 74 37.00%
Jane Flood
1000 Harbor Blvd.
Weekhawken, NJ 07087

Delaware Investments Florida CitiGroup Global Markets Inc. 180 90.00%
Insured Municipal Income Fund Pat Haller
Preferred Shares 333 West 34th Street
Series B New York, NY 10001

USB Financial Services Inc. 20 10.00%
Jane Flood
1000 Harbor Blvd.
Weekhawken, NJ 07087

Delaware Investments Minnesota Cede & Co. 2,296,190 88.50%
Municipal Income Fund, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Minnesota CitiGroup Global Markets Inc. 308 77.00%
Municipal Income Fund, Inc. Pat Haller
Preferred Stock 333 West 34th Street
New York, NY 10001

State Street Bank and
Trust Company 85 21.25%
Joseph J. Callahan
1776 Heritage Drive
Global Corporate Action
Unit JAB 5NW
North Qunicy, MA 02171

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

Delaware Investments Minnesota Cede & Co. 6,672,044 92.00%
Municipal Income Fund II, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Minnesota CitiGroup Global Markets Inc. 377 62.83%
Municipal Income Fund II, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series A New York, NY 10001

USB Financial Services Inc. 209 51.50%
Jane Flood
1000 Harbor Blvd.
Weekhawken, NJ 07087

Delaware Investments Minnesota CitiGroup Global Markets Inc. 585 97.50%
Municipal Income Fund II, Inc. Pat Haller
Preferred Stock 333 West 34th Street
Series B New York, NY 10001

Delaware Investments Minnesota Cede & Co. 1,684,925 91.71%
Municipal Income Fund III, Inc. P.O. Box 20
Common Stock Bowling Green Station
New York, NY 10004

Delaware Investments Minnesota CitiGroup Global Markets Inc. 300 100%
Municipal Income Fund III, Inc. Pat Haller
Preferred Stock 333 West 34th Street
New York, NY 10001

EXHIBIT C

DELAWARE INVESTMENTS
FAMILY OF FUNDS

AUDIT COMMITTEE CHARTER

1. Committee Composition.

(a) The Audit Committee shall be composed of not less than three
Directors/Trustees selected by the Board, each of whom shall be independent
as defined in Rule 10A-3(b) under the Securities Exchange Act of 1934 and
the listing standards of any national securities exchange on which the Fund
is listed.

(b) 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 be an "audit committee financial expert," as such
term is defined in the rules and regulations under the Investment Company
Act of 1940.

(c) One member of the Committee shall be designated by the Board 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. Role of the Committee. 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. The outside auditor for the Fund is ultimately accountable to the
Audit Committee of the Fund. The Audit Committee shall select, evaluate and,
where appropriate, replace the outside auditor.

3. 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;

(d) to monitor the Fund's safeguards with respect to both inflow and outflow of
funds and the integrity of computer systems; and

(e) to discharge its fiduciary responsibility with respect to evidence of any
material violation of federal or state law or breach of fiduciary duty
impacting the Fund that is brought to the attention of the Audit Committee
pursuant to applicable regulations.

4. Duties and Powers. To carry out its purposes, the Audit Committee shall have
the following duties and powers:

(a) to select, retain or terminate the 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 non-audit engagements and 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 consider and pre-approve all audit and non-audit services
to be provided to the Fund, and all non-audit services to be provided to
the Fund's Investment Manager and any entity controlling, controlled by, or
under common control with the Investment Manager that provides ongoing
services to the Fund where the nature of such services has a direct impact
on the operations or financial reporting of the Fund; (ii) to establish, if
deemed necessary or appropriate as an alternative to Audit Committee
pre-approval of services to be provided by the external auditor as required
by subparagraph (i) above, policies and procedures to permit such services
to be pre-approved by other means, such as by action of a designated member
or members of the Audit Committee, subject to subsequent Audit Committee
review or oversight; (iii) to review the arrangements for and scope of the
annual audit and any special audits; (iv) 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); (v) to consider the auditors' comments with respect to the Fund's
financial policies, procedures and internal accounting controls and
management's responses thereto; (vi) to review the form of opinion the
auditors propose to render to the Board and shareholders; and (vii) in
addition to the other responsibilities set forth in this Charter, in the
case of an exchange-listed Fund only, to review the Fund's audited
financial statements with the auditors and management and make a
recommendation on including such financial statements in the Fund's annual
report to 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 and approve the fees charged to the Fund by the auditors for
audit and non-audit services;

(e) to establish procedures for: (i) the receipt, retention and treatment of
complaints received by the Fund regarding accounting, internal accounting
controls or auditing matters; and (ii) the confidential, anonymous
submission by employees of the Fund's service providers of concerns
regarding questionable accounting or auditing matters;

(f) to conduct an annual performance evaluation of the Audit Committee; and

(g) 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.

5. 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.

6. 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 Fund.

7. Annual Charter Review. The Committee shall review this Charter at least
annually and recommend any changes to the full Board of Directors/Trustees.

Last revised: May 15, 2003

EXHIBIT D

EXECUTIVE OFFICERS OF THE FUNDS

Richelle S. Maestro (age 45) Senior Vice President/General Counsel/Secretary of
the Funds and of the other 24 investment companies within Delaware Investments,
and of Delaware Management Holdings, Inc., DMH Corp., Delaware Investments U.S.,
Inc. DIAL Holding Company, Inc., Delaware Management Company, Inc., Delaware
Management Business Trust, Delaware Management Company, Delaware Investment
Advisers, Delaware Lincoln Cash Management, Delaware Lincoln Investment Advisers
and Delaware Capital Management (each a series of Delaware Management Business
Trust), Delaware Service Company, Inc., Retirement Financial Services, Inc.,
Delaware Management Trust Company, Delaware International Holdings, Ltd., and
Delaware General Management, Inc.; Senior Vice President/General
Counsel/Secretary of Delaware Distributors, L.P., and Delaware Distributors,
Inc.; Secretary of 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 40) Senior Vice President/Treasurer of the Funds and of
the other 24 investment companies within Delaware Investments; Senior Vice
President/Investment Accounting of Delaware Management Company and Delaware
Capital Management (each a series of Delaware Management Business Trust),
Delaware Service Company, Inc., Delaware Distributors, L.P.; 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. During the past
five years, Mr. Bishof has served in various executive capacities at different
times within Delaware Investments.

+---------------------------------------
|DELAWARE INVESTMENTS DIVIDEND
| AND INCOME FUND, INC.
|DELAWARE INVESTMENTS GLOBAL
| DIVIDEND AND INCOME FUND, INC.
|DELAWARE INVESTMENTS ARIZONA
| MUNICIPAL INCOME FUND, INC.
|DELAWARE INVESTMENTS COLORADO
| INSURED MUNICIPAL INCOME
| FUND, INC.
|DELAWARE INVESTMENTS FLORIDA
| INSURED MUNICIPAL INCOME FUND
|DELAWARE INVESTMENTS MINNESOTA
| MUNICIPAL INCOME FUND, INC.
|DELAWARE INVESTMENTS MINNESOTA
| MUNICIPAL INCOME FUND II, INC.
|DELAWARE INVESTMENTS MINNESOTA
| MUNICIPAL INCOME FUND III, INC.
|---------------------------------------
|
|---------------------------------------
|
|---------------------------------------
|
|COMBINED
|PROXY STATEMENT
|Notice of Joint
|Annual Meeting
|of Shareholders
|---------------------------------------
|AUGUST 14, 2003
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| Delaware
| Investments(SM)
| --------------------------------------
| A member of Lincoln Financial Group(R)

PX-CE [--]BUR 7/03

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David K. Downes, Richelle S. Maestro and Anthony
G. Ciavarelli, 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 proxy card to be held at Two Commerce Square, 2001 Market
Street, 2nd Floor, Philadelphia, Pennsylvania, on August 14, 2003 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 proxy card. Please refer to the proxy
statement for a discussion of each of these matters.

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

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

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

01) JUDE T. DRISCOLL 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*
|_ |_ |_

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* The holders of common shares may not vote for these nominees.

If you checked "For All Except," write each withheld nominee's number on the
line above.

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

DATE _________________________________________, 2003

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

DELAWARE INVESTMENTS
2005 MARKET STREET
PHILADELPHIA, PA 19103

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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

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

01) JUDE T. DRISCOLL 04) JOHN H. DURHAM 07) ANN R. LEVEN
02) DAVID K. DOWNES 05) JOHN A. FRY 08) THOMAS F. MADISON*
03) WALTER P. BABICH 06) ANTHONY D. KNERR 09) JANET L. YEOMANS*
|_ |_ |_

-----------------------------------------------------------------------------
* The holders of common shares may not vote for these nominees.

If you checked "For All Except," write each withheld nominee's number on the
line above.

DATE _________________________________________, 2003

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