SCHEDULE 14A INFORMATION
      PROXY PURSUANT TO SECTION14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. )

                       Filed by the Registrant                              [X]
                       Filed by a Party other than the Registrant           [ ]

                           Check the appropriate box:

                       [ ] Preliminary Proxy Statement
                       [ ] Confidential, for Use of the Commission Only 
                           (as permitted by Rule 14a-6(e)(2))
                       [X] Definitive Proxy Statement
                       [ ] Definitive Additional Materials
                       [ ] Soliciting Material Pursuant to ss. 240.14a-11(c) 
                           or ss. 240.14a-12

                  VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
              VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
                 VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
                 VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
                VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
                -------------------------------------------------
                (Name of Registrant as Specified in its Charter)

                                 NOT APPLICABLE
     ----------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  $125 per Exchange Act Rules 0-11(c)(1)(ii),  14a-6(i)(1), or 14a-6(i)(2) or
     Item 22(a)(2) of Schedule 14A.
[ ]  $500 per each party to the  controversy  pursuant  to  Exchange  Act Rule
     14a-6(i)(3).
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
[ ]  Fee paid with filing of preliminary proxy statement

     (1)  Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
     (2)  Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
     (4)  Proposed maximum aggregate value of transaction :
- --------------------------------------------------------------------------------
     (5)  Total fee paid:
- --------------------------------------------------------------------------------
[ ]  Check box if any part of the fee is offset as provided  by  Exchange  Act
     Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was
     paid  previously.  Identify the previous filing by  registration  statement
     number, or the Form or Schedule and the date of its filing.
- --------------------------------------------------------------------------------
     (1)  Amount Previously Paid:
- --------------------------------------------------------------------------------
     (2)  Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
     (3)  Filing Party:
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     (4)  Date Filed:
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                  VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
              VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
                 VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
                 VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
                VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
               VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.

                       90 South Seventh Street, Suite 4400
                          Minneapolis, Minnesota 55402

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON SEPTEMBER 4, 1996

        NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
Voyageur  Arizona  Municipal  Income  Fund,  Inc.,   Voyageur  Colorado  Insured
Municipal  Income Fund, Inc.,  Voyageur  Florida Insured  Municipal Income Fund,
Voyageur Minnesota  Municipal Income Fund, Inc.,  Voyageur  Minnesota  Municipal
Income Fund II, Inc.  and Voyageur  Minnesota  Municipal  Income Fund III,  Inc.
(individually, a "Fund" and collectively, the "Funds") will be held at 9:00 a.m.
on Wednesday,  September 4, 1996 at the Funds' offices, 90 South Seventh Street,
Suite 4400,  Minneapolis,  Minnesota  55402.  The purposes of the meeting are as
follow:

     1.   To elect a Board of Directors or Trustees of each Fund.

     2.   To ratify or reject the  selection  by a majority  of the  independent
          members of the Board of  Directors  or  Trustees  of each Fund of KPMG
          Peat Marwick LLP as independent  public  accountants for each Fund for
          the fiscal year ending March 31, 1997.

     3.   To vote in their  discretion  upon such other business as may properly
          come before the meeting or any adjournment thereof.

     Shareholders  of record on July 18, 1996 are the only  persons  entitled to
notice of and to vote at the meeting.

     Your attention is directed to the attached Proxy Statement. We hope you can
attend. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE UPCOMING MEETING,  PLEASE
FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER
TO SAVE THE FUND FURTHER  SOLICITATION  EXPENSE.  WE  RESPECTFULLY  ASK FOR YOUR
COOPERATION  IN RETURNING  YOUR PROXY  PROMPTLY.  A stamped  return  envelope is
included for your convenience.  If you are present at the meeting,  you may then
revoke your proxy and vote in person, as explained in the Proxy Statement in the
section entitled "ANNUAL MEETING OF SHAREHOLDERS--SEPTEMBER 4, 1996."

Dated: August 2, 1996                   Thomas J. Abood, Secretary


                                 PROXY STATEMENT

                  VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
              VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
                 VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
                 VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
                VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.

               VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
                       90 South Seventh Street, Suite 4400

                          Minneapolis, Minnesota 55402

                ANNUAL MEETING OF SHAREHOLDERS--SEPTEMBER 4, 1996

     The  enclosed  proxy is  solicited by the Board of Directors or Trustees of
Voyageur Arizona Municipal Income Fund, Inc. ("Arizona Fund"), Voyageur Colorado
Insured Municipal Income Fund, Inc. ("Colorado Fund"),  Voyageur Florida Insured
Municipal  Income Fund ("Florida  Fund"),  Voyageur  Minnesota  Municipal Income
Fund, Inc. ("Minnesota Fund"), Voyageur Minnesota Municipal Income Fund II, Inc.
("Minnesota  Fund II") and Voyageur  Minnesota  Municipal  Income Fund III, Inc.
("Minnesota  Fund III") in connection with the annual meeting of shareholders of
each Fund to be held on September 4, 1996, and at any adjournments  thereof. The
costs of solicitation, including the cost of preparing and mailing the Notice of
Meeting of Shareholders and this Proxy Statement, will be allocated among all of
the Funds,  and the  mailing  will take place on  approximately  July 18,  1996.
Representatives  of the Funds may solicit proxies on behalf of management of the
Funds by means of mail,  telephone or personal  calls.  All  references  in this
Proxy  Statement to the Funds'  Directors or Board of Directors  shall also mean
the Trustees or Board of Trustees, as applicable, of Florida Fund.

     A proxy may be revoked  before  the  meeting  by giving  written  notice of
revocation to the Secretary of the  applicable  Fund, or at the meeting prior to
voting.  Unless  revoked,  properly  executed  proxies in which  choices are not
specified by the shareholders  will be voted "for" each item for which no choice
is specified,  in accordance with the  recommendation  of the applicable  Fund's
Board of Directors. In instances where choices are specified by the shareholders
in the  proxy,  those  proxies  will be voted or the vote  will be  withheld  in
accordance  with the  shareholder's  choice.  With  regard  to the  election  of
directors,  votes may be cast in favor or withheld; votes that are withheld will
be excluded  entirely from the vote and will have no effect.  Abstentions may be
specified on all  proposals  other than the  election of  directors  and will be
counted as present  for  purposes of  determining  whether a quorum of shares is
present  at the  meeting  with  respect to the item on which the  abstention  is
noted, but will be counted as a vote "against" such item. Under the Rules of the
New York Stock Exchange,  each of the proposals being  considered at the meeting
is considered a "non-discretionary"  proposal, which means that brokers who hold
Fund shares in street name for  customers  are  authorized  to vote on each such
proposal  on  behalf  of  their  customers  with  or  without   specific  voting
instructions from such customers.  Should any other matters properly come before
the meeting, it is the intention of the persons named as proxies in the enclosed
proxy to act upon them according to their best judgment.

     Only  shareholders of record of each Fund on July 18, 1996, may vote at the
meeting or any adjournment  thereof.  As of July 18, 1996, there were issued and
outstanding  preferred and common shares, each with a par value of $.01, of each
Fund as follows:


                                                          COMMON SHARES         PREFERRED SHARES
                                                          -------------         ----------------
                                                                           
 Arizona Fund..................................           2,982,200                   500
 Colorado Fund.................................           4,837,100                   800
 Florida Fund .................................           2,422,200                   400
 Minnesota Fund................................           2,594,700                   400
 Minnesota Fund II.............................           7,252,200                 1,200
 Minnesota Fund III............................           1,837,200                   300


Each  shareholder of a Fund is entitled to one vote for each share held. None of
the matters to be  presented  at the meeting  will  entitle any  shareholder  to
cumulative  voting or  appraisal  rights.  No person,  to the  knowledge of Fund
management, was the beneficial owner of more than 5% of the voting shares of any
class of any of the Funds as of July 15, 1996.

         In the event that sufficient votes are not received for the adoption of
either  proposal,  an adjournment or  adjournments of the meeting may be sought.
Any adjournment  would require a vote in favor of the adjournment by the holders
of a majority of the shares present at the meeting (or any adjournment  thereof)
in  person  or by proxy.  The  persons  named as  proxies  will vote all  shares
represented  by  proxies  which  they  are  required  to  vote in  favor  of the
proposals,  in favor of an  adjournment  and will vote all shares which they are
required to vote against the proposals, against the adjournment.

     Voyageur  Fund  Managers,   Inc.  (the  "Adviser")  serves  as  the  Funds'
investment  adviser.  The  address of the  Adviser is 90 South  Seventh  Street,
Minneapolis, Minnesota 55402.

     A COPY OF THE  ANNUAL  REPORT TO  SHAREHOLDERS  OF THE FUNDS FOR THE FISCAL
YEAR ENDED MARCH 31, 1996, INCLUDING FINANCIAL STATEMENTS, WAS PREVIOUSLY MAILED
TO  SHAREHOLDERS.  IF YOU HAVE NOT RECEIVED THIS REPORT OR WOULD LIKE TO RECEIVE
ANOTHER COPY, PLEASE CONTACT THE FUNDS AT 90 SOUTH SEVENTH STREET,  MINNEAPOLIS,
MINNESOTA  55402  OR CALL  THE  FUNDS  AT  1-800-545-3863  AND ONE WILL BE SENT,
WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS.

                                  PROPOSAL ONE
                              ELECTION OF DIRECTORS

     Under the terms of each Fund's  Articles of  Incorporation  (Agreement  and
Declaration  of Trust with  respect to Florida  Fund),  in normal  circumstances
holders of preferred  shares of the Fund are entitled to elect two of the Fund's
Directors,  and the remaining  Directors are to be elected by the holders of the
preferred shares and the common shares, voting together as a single class. Table
I below shows the  nominees  for  Director to be elected by holders of preferred
shares of each Fund and Table II below  shows the  nominees  for  Director to be
elected by holders of preferred  shares and common  shares of each Fund,  voting
together as a single class.

     It is  intended  that  the  enclosed  proxy  will be voted  for the  shares
represented  thereby for the election of the persons named below as Directors of
each Fund  unless such  authority  has been  withheld in the proxy.  The term of
office  of each  person  elected  will be  until  the  next  annual  meeting  of
shareholders  or until a successor is duly elected and shall qualify.  Pertinent
information  regarding  each  nominee  for the  past  five  years  is set  forth
following his or her name below.  Messrs.  Frame, Nelson and Odegard have served
as  Directors  of each  Fund  since  commencement  of Fund  operations.  Messrs.
McNamara and Madison and Ms. Johnson have served as Directors of the Funds since
March 11, 1994, May 1, 1994 and April 21, 1995, respectively.

                                     TABLE I
                     NOMINEES FOR DIRECTOR TO BE ELECTED BY
                           HOLDERS OF PREFERRED SHARES


                                                 PRINCIPAL OCCUPATION DURING PAST 5 YEARS
NAME, AGE AND BUSINESS ADDRESS                   (IN ADDITION TO SERVING AS DIRECTOR OF THE FUNDS)
- ------------------------------                   -------------------------------------------------
                                                
Clarence G. Frame (78)                            Of counsel,  Briggs & Morgan law firm since 1984.  Mr. Frame
W-875                                             currently   serves  on  the  board  of  directors  of  Tosco
First Trust National Bank Building                Corporation   (an  oil  refining  and  marketing   company),
332 Minnesota Street                              Milwaukee Land Company, and Independence One Mutual Funds.  
St. Paul, Minnesota  55101                        

James W. Nelson (54)                              Chairman and Chief  Executive  Officer of Eberhardt  Holding
81 South Ninth Street, Suite 400                  Company and its subsidiaries since 1990.                    
Minneapolis, Minnesota  55440                     




                                    TABLE II
                     NOMINEES FOR DIRECTOR TO BE ELECTED BY
                                ALL SHAREHOLDERS

                                                            PRINCIPAL OCCUPATION DURING PAST 5 YEARS
NAME, AGE AND BUSINESS ADDRESS                         (IN ADDITION TO SERVING AS DIRECTOR OF THE FUNDS)
- ------------------------------                   -------------------------------------------------------------
                                               
B. Kristine Johnson (age 44)                      Senior  Vice  President,  Executive  Committee,   Medtronic,
7000 Central Avenue N.E.                          Incorporated, a medical technology corporation,  since April
Minneapolis, Minnesota 55432                      1996;   previously,   Vice  President  and  General  Manager
                                                  Tachyarrhythmia Management Business,  Medtronic Inc.; joined
                                                  Medtronic in 1982.                                          

Richard F. McNamara (63)                          Chief    Executive    Officer   of    Activar,    Inc.,    a
7808 Creekridge Circle                            Minneapolis-based  holding  company  consisting of seventeen
Minneapolis, Minnesota  55439                     companies in industrial  plastics,  sheet metal,  automotive
                                                  aftermarket,  construction supply, electronics and financial
                                                  services,  since 1966. Mr. McNamara  currently serves on the
                                                  board of directors of Rimage (electronics manufacturing) and
                                                  Interbank.                                                  

Thomas F. Madison (60)                            President and CEO of MLM Partners,  Inc. since January 1993;
200 South Fifth Street                            previously,  Vice Chairman--Office of the CEO, The Minnesota
Suite 2100                                        Mutual Life  Insurance  Company  from  February to September
Minneapolis, Minnesota  55402                     1994;  President of U.S. WEST  Communications--Markets  from
                                                  1988 to 1993. Mr. Madison  currently  serves on the board of
                                                  directors of Valmont Industries, Inc. (metal manufacturing),
                                                  Eltrax  Systems,  Inc.  (data  communications  integration),
                                                  Minnesgasco,   Lutheran   Health   Systems,   Communications
                                                  Holdings,  Inc., Alexander and Alexander (insurance and risk
                                                  management), Span Link Commmunications (telecommunications),
                                                  Medical  Benefits  Administrators,  D&D  Farms,  AetherWorks
                                                  (sofware   applications),   Digital   River   (digital  data
                                                  provider) and various civic and educational organizations.  

Robert  J.  Odegard  (75)                         Special  Assistant  to the  President of the  University  of
University  of  Minnesota  Foundation             Minnesota since 1990.                                       
1300  South  Second  Street                       
Minneapolis, Minnesota  55454  


     As of July 15, 1996,  the  officers  and  directors of each Fund as a group
beneficially owned
less than 1% of each class of outstanding shares of such Fund.

     The Board of  Directors  of each Fund has  established  an Audit  Committee
consisting of Ms. Johnson and Messrs.  Madison,  McNamara,  Nelson,  Odegard and
Frame,  who serves as chairperson.  During the fiscal year ended March 31, 1996,
the Audit Committee met two times.  The Funds do not have special  nominating or
compensation committees.

     The  functions  to be  performed  by the Audit  Committee  are to recommend
annually to the Board a firm of  independent  certified  public  accountants  to
audit the books and records of the Funds for the ensuing  year;  to monitor that
firm's performance;  to review with the firm the scope and results of each audit
and determine the need, if any, to extend audit  procedures;  to confer with the
firm and representatives of the Funds on matters concerning the Funds' financial
statements and reports including the appropriateness of its accounting practices
and of its financial  controls and procedures;  to evaluate the  independence of
the firm; to review procedures to safeguard portfolio securities;  to review the
purchase by the Funds from the firm of  non-audit  services;  to review all fees
paid to the firm;  and to  facilitate  communications  between  the firm and the
Funds' officers and Directors.

     For the fiscal year ended March 31,  1996,  there were four  meetings of he
Board of  Directors  of each Fund.  All  Directors  attended at least 75% of the
aggregate of the meetings of the Board of Directors  and meetings of  committees
of which they were  members  that were held while they were serving on the Board
of Directors or on such committee.

     No compensation  is paid by the Funds to any officers or Directors,  except
that  each  Director  who is  not  an  employee  of  the  Adviser  or any of its
affiliates receives an annual fee of $26,000 for serving as a director of all of
the investment companies for which the Adviser acts as investment adviser,  plus
a $500 fee for each special  in-person  meeting attended by such Director.  (Ms.
Johnson  currently serves as a Director solely of the closed-end Funds which are
the  subject  of this Proxy  Statement.)  These  fees are  allocated  among such
investment  companies  based on their  relative  average  net asset  values.  In
addition,  each  Director  who is not an  employee  of the Adviser or any of its
affiliates is reimbursed  for expenses  incurred in  connection  with  attending
meetings.

     The following table sets forth the aggregate  compensation received by each
Director  from each Fund during the fiscal year ended March 31, 1996, as well as
the total  compensation  received by each such  Director  from the Funds and all
other open-end and closed-end  investment  companies managed by the Adviser (the
"Fund Complex") during the calendar year ended December 31, 1995.


AGGREGATE
COMPENSATION FROM:         MR. FRAME   MS. JOHNSON     MR. MCNAMARA     MR. MADISON    MR. NELSON    MR. ODEGARD
- ------------------         ---------   -----------     ------------     -----------    ----------    -----------
                                                                                         
Arizona Fund               $     606    $   2,543      $     606        $     458     $     606      $     606
Colorado Fund              $     978    $   4,089      $     978        $     740     $     978      $     978
Florida Fund               $     489    $   2,054      $     489        $     370     $     489      $     489
Minnesota Fund             $     531    $   2,224      $     531        $     401     $     531      $     531
Minnesota Fund II          $   1,457    $   6,109      $   1,457        $   1,101     $   1,457      $   1,457
Minnesota Fund III         $     352    $   1,480      $     266        $     266     $     352      $     352

Total Compensation
from Fund Complex **       $  24,500    $  12,500      $  24,500        $  24,500     $  24,500      $  24,500


*    Mr.  Harley  Danforth,  who  retired as a Director  of the Funds in January
     1995, acted as a consultant to the Directors  through January 1996. For his
     services,  he  received  a fee  of  $20,000  allocated  among  all  of  the
     investment companies for which the Adviser acts as investment adviser.
**   Consists of 16 open-end and closed-end  investment companies managed by the
     Adviser, including the Funds. Each Director included in the table serves on
     the board of each such open-end and closed-end  investment company,  except
     that Ms. Johnson currently serves as a Director solely of the closed-end
     Funds which are the subject of this Proxy Statement.

     The Adviser and the Directors each recommend that the  shareholders of each
Fund vote in favor of the foregoing nominees to serve as Directors of each Fund.
The vote of a majority of the preferred  shares of each Fund  represented at the
meeting, provided at least a quorum (33-1/3% of such shares entitled to vote) is
represented  in person or by proxy,  is sufficient for the election of the above
nominees  listed under Table I. The vote of a majority of the  preferred  shares
and the common shares of each Fund represented at the meeting, provided at least
a quorum (majority of the outstanding preferred shares and common shares, voting
together as a single class) is represented in person or by proxy,  is sufficient
for the election of the above nominees  listed under Table II. Unless  otherwise
instructed,  the proxies  will vote,  on behalf of the holders of the  preferred
shares,  for the two nominees listed under Table I, and on behalf of the holders
of the preferred shares and common shares voting together as a single class, for
the four nominees listed under Table II.

                                  PROPOSAL TWO
                          RATIFICATION OR REJECTION OF
                         INDEPENDENT PUBLIC ACCOUNTANTS

     The Investment  Company Act of 1940, as amended (the "1940 Act"),  provides
that every  registered  investment  company  shall be audited at least once each
year by independent public  accountants  selected by a majority of the directors
of the  investment  company  who are not  interested  persons of the  investment
company or its investment  adviser.  The 1940 Act requires that the selection be
submitted for ratification or rejection by the shareholders at their next annual
meeting following the selection.

     The Directors,  including a majority who are not interested  persons of the
Adviser or the Funds,  have  selected  KPMG Peat  Marwick  LLP to be each Fund's
independent  public  accountants for the fiscal year ending March 31, 1997. KPMG
Peat Marwick LLP has no direct or material  indirect  financial  interest in the
Funds or in the Adviser. KPMG Peat Marwick LLP receives fees for services to the
Funds. KPMG Peat Marwick LLP also serves as the independent  public  accountants
for each of the other  investment  companies  managed by the Adviser.  KPMG Peat
Marwick LLP has been the independent  public accountants for each Fund since its
inception.

     Representatives  of KPMG Peat Marwick LLP are expected to be present at the
meeting.  Such representatives will be given the opportunity to make a statement
to the  shareholders if they desire to do so and are expected to be available to
respond to any questions that may be raised at the meeting.

     THE DIRECTORS RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE IN FAVOR OF
THE  RATIFICATION  OF THE SELECTION OF KPMG PEAT MARWICK LLP AS THE  INDEPENDENT
PUBLIC  ACCOUNTANTS  FOR EACH FUND. The vote of a majority of the shares of each
Fund  represented  at the meeting,  provided at least a quorum  (majority of the
outstanding  preferred  shares and common  shares,  voting  together as a single
class) is represented in person or by proxy, is sufficient for the  ratification
of the  selection  of  the  independent  public  accountants.  Unless  otherwise
instructed,  the proxies will vote for the ratification of the selection of KPMG
Peat Marwick LLP as each Fund's independent public accountants.

                             EXECUTIVE FUND OFFICERS

     Certain  information  on the  executive  officers of the Funds is set forth
below. Each officer's position and term of office is provided in addition to his
or her  business  experience  during  the  past  five  years.  Unless  otherwise
indicated,  all  positions  have been held  more  than five  years.  None of the
officers or Directors of the Funds have family relationships with other officers
or Directors of the Funds.


                                                POSITION AND TERM OF OFFICE WITH THE FUNDS AND
NAME                          AGE               BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
- ----                          ---       ------------------------------------------------------------
                                                     
John G. Taft                  41        President of the Funds since November 1993; President (since
                                        1991) and Director  (since  1993) of the  Adviser;  Director
                                        (since 1993) and Executive  Vice  President of Voyageur Fund
                                        Distributors, Inc. (the "Underwriter"); Management Committee
                                        member of the Adviser from 1991 to 1993.                    
                                        

Andrew M. McCullagh, Jr.      47        Executive Vice President of the Funds;  Portfolio Manager of
                                        the  Adviser;  previously,  Director  of the Adviser and the
                                        Underwriter from 1993 to 1995.                              
                                        

Jane M. Wyatt                 41        Executive  Vice  President  of the Funds  since  March 1994;
                                        Director and Chief  Investment  Officer of the Adviser since
                                        1993; Director of the Underwriter since 1993; Executive Vice
                                        President and Portfolio  Manager of the Adviser from 1992 to
                                        1993;  Vice  President and Portfolio  Manager of the Adviser
                                        from 1989 to 1992.                                          
                                        
Elizabeth H. Howell           34        Vice  President  of the Funds since  March 1994;  Senior Tax
                                        Exempt Portfolio Manager of the Adviser.                    

James C. King                 55        Vice  President  of the Funds since March 1994;  Director of
                                        the Adviser and the Underwriter  since 1993;  Executive Vice
                                        President  and  Senior  Equity  Portfolio   Manager  of  the
                                        Adviser.                                                    

Steven P. Eldredge            40        Vice  President  of the Funds since March 1996;  Senior Vice
                                        President  and  Senior  Tax  Exempt  Portfolio   Manager  of
                                        Voyageur since 1995;  previously,  portfolio manager for ABT
                                        Mutual Funds from 1989 to 1995.                             
                                        
Thomas J. Abood               32        Secretary  of the Funds  since  October  1994;  Senior  Vice
                                        President   and  General   Counsel  of  the   Adviser,   the
                                        Underwriter and Voyageur Companies, Inc. since October 1995;
                                        Vice President of the Adviser and Voyageur  Companies,  Inc.
                                        from 1994 to 1995; previously,  associated with the law firm
                                        of  Skadden,  Arps,  Slate,  Meagher  and  Flom in  Chicago,
                                        Illinois from 1988 to 1994.                                 
                                        
Kenneth R. Larsen             33        Treasurer  of the Funds;  Treasurer  of the  Adviser and the
                                        Underwriter;  previously,  Director  of the  Adviser and the
                                        Underwriter  from 1990 to 1993;  Secretary  and Treasurer of
                                        the Adviser  and the  Underwriter  from 1990 to 1993;  Chief
                                        Financial  Officer (from 1991 to 1995),  Director (from 1993
                                        to 1995) and Secretary (from 1990 to 1993).                 



                            SUPPLEMENTAL INFORMATION

     Except as noted in the  following  sentence  and based on Fund  records and
other  information,   each  Fund  believes  that  all  SEC  filing  requirements
applicable to its Directors, officers, the Adviser and companies affiliated with
the Adviser,  pursuant to Section 16(a) of the Securities  Exchange Act of 1934,
with respect to the Funds'  fiscal year ended March 31, 1996,  were met.  Form 5
Annual Statement of Changes in Beneficial  Ownership were untimely filed for Mr.
Taft, Ms. Wyatt, Ms. Howell and the Adviser on July 17, 1996.

                              SHAREHOLDER PROPOSALS

     Any proposal by a  shareholder  to be presented at the next Annual  Meeting
should be sent to the Funds'  offices at 90 South  Seventh  Street,  Suite 4400,
Minneapolis,  Minnesota 55402, to the attention of the Funds' Secretary no later
than March 21, 1997.

Dated:   August 2, 1996                 Thomas J. Abood, Secretary



                  VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
                                  COMMON STOCK
                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The  undersigned  appoints  John G. Taft,  Kenneth R.  Larsen and Thomas J.
Abood,  and each of them, with power to act without the other and with the right
of  substitution  in each, the proxies of the  undersigned to vote all shares of
the Voyageur  Arizona  Municipal  Income Fund,  Inc. (the  "Fund"),  held by the
undersigned  at the  annual  meeting of  shareholders  of the Fund to be held on
September  4, 1996,  and at any  adjournments  thereof,  with all the powers the
undersigned would possess if present in person.  All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1.   To vote:

          ______FOR all nominees  listed below (except as marked to the contrary
                below)
          ______WITHHOLD AUTHORITY to vote for all nominees listed below


     NOMINEES: B. Kristine Johnson,  Richard F. McNamara,  Thomas F. Madison and
Robert J. Odegard (Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below.)

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

     2.   To vote:  FOR_____  AGAINST_____  ABSTAIN_____ the ratification of the
          selection of KPMG Peat Marwick LLP, as independent  public accountants
          for the Fund.

     To vote in their  discretion  upon such other business as may properly come
before the meeting or any adjournment thereof.

     THIS  PROXY  WILL BE  VOTED  AS  INSTRUCTED  ON THE  ABOVE  MATTERS.  IT IS
UNDERSTOOD  THAT, IF NO CHOICE IS SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS.  UPON ALL OTHER  MATTERS THE PROXIES  SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS  OF THE FUND.  RECEIPT OF NOTICE OF  MEETING  AND PROXY  STATEMENT  IS
ACKNOWLEDGED  BY YOUR  EXECUTION OF THIS PROXY.  SIGN,  DATE,  AND RETURN IN THE
ADDRESSED  ENVELOPE-NO  POSTAGE REQUIRED.  PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

                    Dated:________________________________________________, 1996
                    ____________________________________________________________
                    ____________________________________________________________
                    IMPORTANT:  Please date and sign this Proxy. If the stock is
                    held   jointly,   signature   should   include  both  names.
                    Executors,  administrators,  trustees, guardians, and others
                    signing in a representative  capacity should give their full
                    title as such.


                  VOYAGEUR ARIZONA MUNICIPAL INCOME FUND, INC.
                                 PREFERRED STOCK
                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The  undersigned  appoints  John G. Taft,  Kenneth R.  Larsen and Thomas J.
Abood,  and each of them, with power to act without the other and with the right
of  substitution  in each, the proxies of the  undersigned to vote all shares of
the Voyageur  Arizona  Municipal  Income Fund,  Inc. (the  "Fund"),  held by the
undersigned  at the  annual  meeting of  shareholders  of the Fund to be held on
September  4, 1996,  and at any  adjournments  thereof,  with all the powers the
undersigned would possess if present in person.  All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1.   To vote:

          ______FOR all nominees  listed below (except as marked to the contrary
                below)
          ______WITHHOLD AUTHORITY to vote for all nominees listed below


     NOMINEES:  Clarence G. Frame,  B. Kristine  Johnson,  Richard F.  McNamara,
Thomas F.  Madison  and James W.  Nelson,  Robert J.  Odegard  (Instruction:  To
withhold authority to vote for any individual nominee, write that nominee's name
on the line provided below.)

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

     2.   To vote:  FOR_____  AGAINST_____  ABSTAIN_____ the ratification of the
          selection of KPMG Peat Marwick LLP, as independent  public accountants
          for the Fund.

     To vote in their  discretion  upon such other business as may properly come
before the meeting or any adjournment thereof.

     THIS  PROXY  WILL BE  VOTED  AS  INSTRUCTED  ON THE  ABOVE  MATTERS.  IT IS
UNDERSTOOD  THAT, IF NO CHOICE IS SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS.  UPON ALL OTHER  MATTERS THE PROXIES  SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS  OF THE FUND.  RECEIPT OF NOTICE OF  MEETING  AND PROXY  STATEMENT  IS
ACKNOWLEDGED  BY YOUR  EXECUTION OF THIS PROXY.  SIGN,  DATE,  AND RETURN IN THE
ADDRESSED  ENVELOPE-NO  POSTAGE REQUIRED.  PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

                    Dated:________________________________________________, 1996
                    ____________________________________________________________
                    ____________________________________________________________
                    IMPORTANT:  Please date and sign this Proxy. If the stock is
                    held   jointly,   signature   should   include  both  names.
                    Executors,  administrators,  trustees, guardians, and others
                    signing in a representative  capacity should give their full
                    title as such.


              VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
                                  COMMON STOCK
                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The  undersigned  appoints  John G. Taft,  Kenneth R.  Larsen and Thomas J.
Abood,  and each of them, with power to act without the other and with the right
of  substitution  in each, the proxies of the  undersigned to vote all shares of
the Voyageur Colorado Insured Municipal Income Fund, Inc. (the "Fund"),  held by
the  undersigned at the annual meeting of shareholders of the Fund to be held on
September  4, 1996,  and at any  adjournments  thereof,  with all the powers the
undersigned would possess if present in person.  All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1.   To vote:

          ______FOR all nominees  listed below (except as marked to the contrary
                below)
          ______WITHHOLD AUTHORITY to vote for all nominees listed below


     NOMINEES: B. Kristine Johnson,  Richard F. McNamara,  Thomas F. Madison and
Robert J. Odegard (Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below.)

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

     2.   To vote:  FOR_____  AGAINST_____  ABSTAIN_____ the ratification of the
          selection of KPMG Peat Marwick LLP, as independent  public accountants
          for the Fund.

     To vote in their  discretion  upon such other business as may properly come
before the meeting or any adjournment thereof.

     THIS  PROXY  WILL BE  VOTED  AS  INSTRUCTED  ON THE  ABOVE  MATTERS.  IT IS
UNDERSTOOD  THAT, IF NO CHOICE IS SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS.  UPON ALL OTHER  MATTERS THE PROXIES  SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS  OF THE FUND.  RECEIPT OF NOTICE OF  MEETING  AND PROXY  STATEMENT  IS
ACKNOWLEDGED  BY YOUR  EXECUTION OF THIS PROXY.  SIGN,  DATE,  AND RETURN IN THE
ADDRESSED  ENVELOPE-NO  POSTAGE REQUIRED.  PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

                    Dated:________________________________________________, 1996
                    ____________________________________________________________
                    ____________________________________________________________
                    IMPORTANT:  Please date and sign this Proxy. If the stock is
                    held   jointly,   signature   should   include  both  names.
                    Executors,  administrators,  trustees, guardians, and others
                    signing in a representative  capacity should give their full
                    title as such.


              VOYAGEUR COLORADO INSURED MUNICIPAL INCOME FUND, INC.
                                 PREFERRED STOCK
                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The  undersigned  appoints  John G. Taft,  Kenneth R.  Larsen and Thomas J.
Abood,  and each of them, with power to act without the other and with the right
of  substitution  in each, the proxies of the  undersigned to vote all shares of
the Voyageur Colorado Insured Municipal Income Fund, Inc. (the "Fund"),  held by
the  undersigned at the annual meeting of shareholders of the Fund to be held on
September  4, 1996,  and at any  adjournments  thereof,  with all the powers the
undersigned would possess if present in person.  All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1.   To vote:

          ______FOR all nominees  listed below (except as marked to the contrary
                below)
          ______WITHHOLD AUTHORITY to vote for all nominees listed below


     NOMINEES:  Clarence G. Frame,  B. Kristine  Johnson,  Richard F.  McNamara,
Thomas F.  Madison  and James W.  Nelson,  Robert J.  Odegard  (Instruction:  To
withhold authority to vote for any individual nominee, write that nominee's name
on the line provided below.)

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

     2.   To vote:  FOR_____  AGAINST_____  ABSTAIN_____ the ratification of the
          selection of KPMG Peat Marwick LLP, as independent  public accountants
          for the Fund.

     To vote in their  discretion  upon such other business as may properly come
before the meeting or any adjournment thereof.

     THIS  PROXY  WILL BE  VOTED  AS  INSTRUCTED  ON THE  ABOVE  MATTERS.  IT IS
UNDERSTOOD  THAT, IF NO CHOICE IS SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS.  UPON ALL OTHER  MATTERS THE PROXIES  SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS  OF THE FUND.  RECEIPT OF NOTICE OF  MEETING  AND PROXY  STATEMENT  IS
ACKNOWLEDGED  BY YOUR  EXECUTION OF THIS PROXY.  SIGN,  DATE,  AND RETURN IN THE
ADDRESSED  ENVELOPE-NO  POSTAGE REQUIRED.  PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

                    Dated:________________________________________________, 1996
                    ____________________________________________________________
                    ____________________________________________________________
                    IMPORTANT:  Please date and sign this Proxy. If the stock is
                    held   jointly,   signature   should   include  both  names.
                    Executors,  administrators,  trustees, guardians, and others
                    signing in a representative  capacity should give their full
                    title as such.


                 VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
                                  COMMON STOCK
                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The  undersigned  appoints  John G. Taft,  Kenneth R.  Larsen and Thomas J.
Abood,  and each of them, with power to act without the other and with the right
of  substitution  in each, the proxies of the  undersigned to vote all shares of
the Voyageur Florida Insured  Municipal Income Fund, Inc. (the "Fund"),  held by
the  undersigned at the annual meeting of shareholders of the Fund to be held on
September  4, 1996,  and at any  adjournments  thereof,  with all the powers the
undersigned would possess if present in person.  All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1.   To vote:

          ______FOR all nominees  listed below (except as marked to the contrary
                below)
          ______WITHHOLD AUTHORITY to vote for all nominees listed below


     NOMINEES: B. Kristine Johnson,  Richard F. McNamara,  Thomas F. Madison and
Robert J. Odegard (Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below.)

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

     2.   To vote:  FOR_____  AGAINST_____  ABSTAIN_____ the ratification of the
          selection of KPMG Peat Marwick LLP, as independent  public accountants
          for the Fund.

     To vote in their  discretion  upon such other business as may properly come
before the meeting or any adjournment thereof.

     THIS  PROXY  WILL BE  VOTED  AS  INSTRUCTED  ON THE  ABOVE  MATTERS.  IT IS
UNDERSTOOD  THAT, IF NO CHOICE IS SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS.  UPON ALL OTHER  MATTERS THE PROXIES  SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS  OF THE FUND.  RECEIPT OF NOTICE OF  MEETING  AND PROXY  STATEMENT  IS
ACKNOWLEDGED  BY YOUR  EXECUTION OF THIS PROXY.  SIGN,  DATE,  AND RETURN IN THE
ADDRESSED  ENVELOPE-NO  POSTAGE REQUIRED.  PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

                    Dated:________________________________________________, 1996
                    ____________________________________________________________
                    ____________________________________________________________
                    IMPORTANT:  Please date and sign this Proxy. If the stock is
                    held   jointly,   signature   should   include  both  names.
                    Executors,  administrators,  trustees, guardians, and others
                    signing in a representative  capacity should give their full
                    title as such.


                 VOYAGEUR FLORIDA INSURED MUNICIPAL INCOME FUND
                                 PREFERRED STOCK
                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The  undersigned  appoints  John G. Taft,  Kenneth R.  Larsen and Thomas J.
Abood,  and each of them, with power to act without the other and with the right
of  substitution  in each, the proxies of the  undersigned to vote all shares of
the Voyageur Florida Insured  Municipal Income Fund, Inc. (the "Fund"),  held by
the  undersigned at the annual meeting of shareholders of the Fund to be held on
September  4, 1996,  and at any  adjournments  thereof,  with all the powers the
undersigned would possess if present in person.  All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1.   To vote:

          ______FOR all nominees  listed below (except as marked to the contrary
                below)
          ______WITHHOLD AUTHORITY to vote for all nominees listed below


     NOMINEES:  Clarence G. Frame,  B. Kristine  Johnson,  Richard F.  McNamara,
Thomas F.  Madison  and James W.  Nelson,  Robert J.  Odegard  (Instruction:  To
withhold authority to vote for any individual nominee, write that nominee's name
on the line provided below.)

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

     2.   To vote:  FOR_____  AGAINST_____  ABSTAIN_____ the ratification of the
          selection of KPMG Peat Marwick LLP, as independent  public accountants
          for the Fund.

     To vote in their  discretion  upon such other business as may properly come
before the meeting or any adjournment thereof.

     THIS  PROXY  WILL BE  VOTED  AS  INSTRUCTED  ON THE  ABOVE  MATTERS.  IT IS
UNDERSTOOD  THAT, IF NO CHOICE IS SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS.  UPON ALL OTHER  MATTERS THE PROXIES  SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS  OF THE FUND.  RECEIPT OF NOTICE OF  MEETING  AND PROXY  STATEMENT  IS
ACKNOWLEDGED  BY YOUR  EXECUTION OF THIS PROXY.  SIGN,  DATE,  AND RETURN IN THE
ADDRESSED  ENVELOPE-NO  POSTAGE REQUIRED.  PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

                    Dated:________________________________________________, 1996
                    ____________________________________________________________
                    ____________________________________________________________
                    IMPORTANT:  Please date and sign this Proxy. If the stock is
                    held   jointly,   signature   should   include  both  names.
                    Executors,  administrators,  trustees, guardians, and others
                    signing in a representative  capacity should give their full
                    title as such.


                 VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
                                  COMMON STOCK
                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The  undersigned  appoints  John G. Taft,  Kenneth R.  Larsen and Thomas J.
Abood,  and each of them, with power to act without the other and with the right
of  substitution  in each, the proxies of the  undersigned to vote all shares of
the Voyageur  Minnesota  Municipal  Income Fund, Inc. (the "Fund"),  held by the
undersigned  at the  annual  meeting of  shareholders  of the Fund to be held on
September  4, 1996,  and at any  adjournments  thereof,  with all the powers the
undersigned would possess if present in person.  All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1.   To vote:

          ______FOR all nominees  listed below (except as marked to the contrary
                below)
          ______WITHHOLD AUTHORITY to vote for all nominees listed below


     NOMINEES: B. Kristine Johnson,  Richard F. McNamara,  Thomas F. Madison and
Robert J. Odegard (Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below.)

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

     2.   To vote:  FOR_____  AGAINST_____  ABSTAIN_____ the ratification of the
          selection of KPMG Peat Marwick LLP, as independent  public accountants
          for the Fund.

     To vote in their  discretion  upon such other business as may properly come
before the meeting or any adjournment thereof.

     THIS  PROXY  WILL BE  VOTED  AS  INSTRUCTED  ON THE  ABOVE  MATTERS.  IT IS
UNDERSTOOD  THAT, IF NO CHOICE IS SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS.  UPON ALL OTHER  MATTERS THE PROXIES  SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS  OF THE FUND.  RECEIPT OF NOTICE OF  MEETING  AND PROXY  STATEMENT  IS
ACKNOWLEDGED  BY YOUR  EXECUTION OF THIS PROXY.  SIGN,  DATE,  AND RETURN IN THE
ADDRESSED  ENVELOPE-NO  POSTAGE REQUIRED.  PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

                    Dated:________________________________________________, 1996
                    ____________________________________________________________
                    ____________________________________________________________
                    IMPORTANT:  Please date and sign this Proxy. If the stock is
                    held   jointly,   signature   should   include  both  names.
                    Executors,  administrators,  trustees, guardians, and others
                    signing in a representative  capacity should give their full
                    title as such.



                 VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND, INC.
                                 PREFERRED STOCK
                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The  undersigned  appoints  John G. Taft,  Kenneth R.  Larsen and Thomas J.
Abood,  and each of them, with power to act without the other and with the right
of  substitution  in each, the proxies of the  undersigned to vote all shares of
the Voyageur  Minnesota  Municipal  Income Fund, Inc. (the "Fund"),  held by the
undersigned  at the  annual  meeting of  shareholders  of the Fund to be held on
September  4, 1996,  and at any  adjournments  thereof,  with all the powers the
undersigned would possess if present in person.  All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1.   To vote:

          ______FOR all nominees  listed below (except as marked to the contrary
                below)
          ______WITHHOLD AUTHORITY to vote for all nominees listed below


     NOMINEES:  Clarence G. Frame,  B. Kristine  Johnson,  Richard F.  McNamara,
Thomas F.  Madison  and James W.  Nelson,  Robert J.  Odegard  (Instruction:  To
withhold authority to vote for any individual nominee, write that nominee's name
on the line provided below.)

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

     2.   To vote:  FOR_____  AGAINST_____  ABSTAIN_____ the ratification of the
          selection of KPMG Peat Marwick LLP, as independent  public accountants
          for the Fund.

     To vote in their  discretion  upon such other business as may properly come
before the meeting or any adjournment thereof.

     THIS  PROXY  WILL BE  VOTED  AS  INSTRUCTED  ON THE  ABOVE  MATTERS.  IT IS
UNDERSTOOD  THAT, IF NO CHOICE IS SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS.  UPON ALL OTHER  MATTERS THE PROXIES  SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS  OF THE FUND.  RECEIPT OF NOTICE OF  MEETING  AND PROXY  STATEMENT  IS
ACKNOWLEDGED  BY YOUR  EXECUTION OF THIS PROXY.  SIGN,  DATE,  AND RETURN IN THE
ADDRESSED  ENVELOPE-NO  POSTAGE REQUIRED.  PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

                    Dated:________________________________________________, 1996
                    ____________________________________________________________
                    ____________________________________________________________
                    IMPORTANT:  Please date and sign this Proxy. If the stock is
                    held   jointly,   signature   should   include  both  names.
                    Executors,  administrators,  trustees, guardians, and others
                    signing in a representative  capacity should give their full
                    title as such.


                VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
                                  COMMON STOCK
                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The  undersigned  appoints  John G. Taft,  Kenneth R.  Larsen and Thomas J.
Abood,  and each of them, with power to act without the other and with the right
of  substitution  in each, the proxies of the  undersigned to vote all shares of
the Voyageur Minnesota Municipal Income Fund II, Inc. (the "Fund"),  held by the
undersigned  at the  annual  meeting of  shareholders  of the Fund to be held on
September  4, 1996,  and at any  adjournments  thereof,  with all the powers the
undersigned would possess if present in person.  All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1.   To vote:

          ______FOR all nominees  listed below (except as marked to the contrary
                below)
          ______WITHHOLD AUTHORITY to vote for all nominees listed below


     NOMINEES: B. Kristine Johnson,  Richard F. McNamara,  Thomas F. Madison and
Robert J. Odegard (Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below.)

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

     2.   To vote:  FOR_____  AGAINST_____  ABSTAIN_____ the ratification of the
          selection of KPMG Peat Marwick LLP, as independent  public accountants
          for the Fund.

     To vote in their  discretion  upon such other business as may properly come
before the meeting or any adjournment thereof.

     THIS  PROXY  WILL BE  VOTED  AS  INSTRUCTED  ON THE  ABOVE  MATTERS.  IT IS
UNDERSTOOD  THAT, IF NO CHOICE IS SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS.  UPON ALL OTHER  MATTERS THE PROXIES  SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS  OF THE FUND.  RECEIPT OF NOTICE OF  MEETING  AND PROXY  STATEMENT  IS
ACKNOWLEDGED  BY YOUR  EXECUTION OF THIS PROXY.  SIGN,  DATE,  AND RETURN IN THE
ADDRESSED  ENVELOPE-NO  POSTAGE REQUIRED.  PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

                    Dated:________________________________________________, 1996
                    ____________________________________________________________
                    ____________________________________________________________
                    IMPORTANT:  Please date and sign this Proxy. If the stock is
                    held   jointly,   signature   should   include  both  names.
                    Executors,  administrators,  trustees, guardians, and others
                    signing in a representative  capacity should give their full
                    title as such.


                VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND II, INC.
                                 PREFERRED STOCK
                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The  undersigned  appoints  John G. Taft,  Kenneth R.  Larsen and Thomas J.
Abood,  and each of them, with power to act without the other and with the right
of  substitution  in each, the proxies of the  undersigned to vote all shares of
the Voyageur Minnesota Municipal Income Fund II, Inc. (the "Fund"),  held by the
undersigned  at the  annual  meeting of  shareholders  of the Fund to be held on
September  4, 1996,  and at any  adjournments  thereof,  with all the powers the
undersigned would possess if present in person.  All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1.   To vote:

          ______FOR all nominees  listed below (except as marked to the contrary
                below)
          ______WITHHOLD AUTHORITY to vote for all nominees listed below


     NOMINEES:  Clarence G. Frame,  B. Kristine  Johnson,  Richard F.  McNamara,
Thomas F.  Madison  and James W.  Nelson,  Robert J.  Odegard  (Instruction:  To
withhold authority to vote for any individual nominee, write that nominee's name
on the line provided below.)

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

     2.   To vote:  FOR_____  AGAINST_____  ABSTAIN_____ the ratification of the
          selection of KPMG Peat Marwick LLP, as independent  public accountants
          for the Fund.

     To vote in their  discretion  upon such other business as may properly come
before the meeting or any adjournment thereof.

     THIS  PROXY  WILL BE  VOTED  AS  INSTRUCTED  ON THE  ABOVE  MATTERS.  IT IS
UNDERSTOOD  THAT, IF NO CHOICE IS SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS.  UPON ALL OTHER  MATTERS THE PROXIES  SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS  OF THE FUND.  RECEIPT OF NOTICE OF  MEETING  AND PROXY  STATEMENT  IS
ACKNOWLEDGED  BY YOUR  EXECUTION OF THIS PROXY.  SIGN,  DATE,  AND RETURN IN THE
ADDRESSED  ENVELOPE-NO  POSTAGE REQUIRED.  PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

                    Dated:________________________________________________, 1996
                    ____________________________________________________________
                    ____________________________________________________________
                    IMPORTANT:  Please date and sign this Proxy. If the stock is
                    held   jointly,   signature   should   include  both  names.
                    Executors,  administrators,  trustees, guardians, and others
                    signing in a representative  capacity should give their full
                    title as such.



                VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC
                                  COMMON STOCK
                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The  undersigned  appoints  John G. Taft,  Kenneth R.  Larsen and Thomas J.
Abood,  and each of them, with power to act without the other and with the right
of  substitution  in each, the proxies of the  undersigned to vote all shares of
the Voyageur Minnesota Municipal Income Fund III, Inc. (the "Fund"), held by the
undersigned  at the  annual  meeting of  shareholders  of the Fund to be held on
September  4, 1996,  and at any  adjournments  thereof,  with all the powers the
undersigned would possess if present in person.  All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1.   To vote:

          ______FOR all nominees  listed below (except as marked to the contrary
                below)
          ______WITHHOLD AUTHORITY to vote for all nominees listed below


     NOMINEES: B. Kristine Johnson,  Richard F. McNamara,  Thomas F. Madison and
Robert J. Odegard (Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below.)

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

     2.   To vote:  FOR_____  AGAINST_____  ABSTAIN_____ the ratification of the
          selection of KPMG Peat Marwick LLP, as independent  public accountants
          for the Fund.

     To vote in their  discretion  upon such other business as may properly come
before the meeting or any adjournment thereof.

     THIS  PROXY  WILL BE  VOTED  AS  INSTRUCTED  ON THE  ABOVE  MATTERS.  IT IS
UNDERSTOOD  THAT, IF NO CHOICE IS SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS.  UPON ALL OTHER  MATTERS THE PROXIES  SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS  OF THE FUND.  RECEIPT OF NOTICE OF  MEETING  AND PROXY  STATEMENT  IS
ACKNOWLEDGED  BY YOUR  EXECUTION OF THIS PROXY.  SIGN,  DATE,  AND RETURN IN THE
ADDRESSED  ENVELOPE-NO  POSTAGE REQUIRED.  PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

                    Dated:________________________________________________, 1996
                    ____________________________________________________________
                    ____________________________________________________________
                    IMPORTANT:  Please date and sign this Proxy. If the stock is
                    held   jointly,   signature   should   include  both  names.
                    Executors,  administrators,  trustees, guardians, and others
                    signing in a representative  capacity should give their full
                    title as such.



               VOYAGEUR MINNESOTA MUNICIPAL INCOME FUND III, INC.
                                 PREFERRED STOCK
                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The  undersigned  appoints  John G. Taft,  Kenneth R.  Larsen and Thomas J.
Abood,  and each of them, with power to act without the other and with the right
of  substitution  in each, the proxies of the  undersigned to vote all shares of
the Voyageur Minnesota Municipal Income Fund III, Inc. (the "Fund"), held by the
undersigned  at the  annual  meeting of  shareholders  of the Fund to be held on
September  4, 1996,  and at any  adjournments  thereof,  with all the powers the
undersigned would possess if present in person.  All previous proxies given with
respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1.   To vote:

          ______FOR all nominees  listed below (except as marked to the contrary
                below)
          ______WITHHOLD AUTHORITY to vote for all nominees listed below


     NOMINEES:  Clarence G. Frame,  B. Kristine  Johnson,  Richard F.  McNamara,
Thomas F.  Madison  and James W.  Nelson,  Robert J.  Odegard  (Instruction:  To
withhold authority to vote for any individual nominee, write that nominee's name
on the line provided below.)

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

     2.   To vote:  FOR_____  AGAINST_____  ABSTAIN_____ the ratification of the
          selection of KPMG Peat Marwick LLP, as independent  public accountants
          for the Fund.

     To vote in their  discretion  upon such other business as may properly come
before the meeting or any adjournment thereof.

     THIS  PROXY  WILL BE  VOTED  AS  INSTRUCTED  ON THE  ABOVE  MATTERS.  IT IS
UNDERSTOOD  THAT, IF NO CHOICE IS SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS.  UPON ALL OTHER  MATTERS THE PROXIES  SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS  OF THE FUND.  RECEIPT OF NOTICE OF  MEETING  AND PROXY  STATEMENT  IS
ACKNOWLEDGED  BY YOUR  EXECUTION OF THIS PROXY.  SIGN,  DATE,  AND RETURN IN THE
ADDRESSED  ENVELOPE-NO  POSTAGE REQUIRED.  PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

                    Dated:________________________________________________, 1996
                    ____________________________________________________________
                    ____________________________________________________________
                    IMPORTANT:  Please date and sign this Proxy. If the stock is
                    held   jointly,   signature   should   include  both  names.
                    Executors,  administrators,  trustees, guardians, and others
                    signing in a representative  capacity should give their full
                    title as such.