UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR/A
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-7420
Exact name of registrant as specified in charter:
Delaware Investments Minnesota Municipal Income Fund II, Inc.
Address of principal executive offices:
2005 Market Street
Philadelphia, PA 19103
Name and address of agent for service:
David F. Connor, Esq.
2005 Market Street
Philadelphia, PA 19103
Registrant's telephone number, including area code: (800) 523-1918
Date of fiscal year end: March 31.
Date of reporting period: March 31, 2006
The following disclosure supercedes Item 8 of the registrant's Form N-CSR filed
on June 7, 2006 (Accession No. 0001206774-06-001289). All other disclosure in
the registrant's Form N-CSR filed on June 7, 2006 remains unchanged.
Item 8 - Portfolio Managers of Closed-End Management Investment Companies
Information related to the registrant's portfolio managers is listed below.
Unless otherwise noted, the information in this chart is provided as of March
31, 2006.
As of the date of this Form N-CSR, Joseph R. Baxter, Robert F. Collins and
Denise A. Franchetti manage the Fund and have equal responsibilities in managing
the Fund.
Joseph R. Baxter
Senior Vice President, Head of Municipal Bond Department,
Senior Portfolio Manager
Mr. Baxter joined Delaware Investments in 1999. He heads the firm's municipal
bond department and is responsible for setting the department's investment
strategy. He is also a co-portfolio manager of the firm's municipal bond funds
and several client accounts. Before joining Delaware Investments, he held
investment positions with First Union, most recently as a municipal portfolio
manager with the Evergreen Funds. Mr. Baxter received a bachelor's degree in
finance and marketing from LaSalle University.
Robert F. Collins, CFA
Senior Vice President, Senior Portfolio Manager
Mr. Collins joined Delaware Investments in 2004 and is a co-portfolio manager of
several of the firm's municipal bond funds and client accounts. Prior to joining
Delaware Investments, he spent five years as a co-manager of the municipal
portfolio management group within PNC Advisors, where he oversaw the tax-exempt
investments of high net worth and institutional accounts. Before that, he headed
the municipal fixed income team at Wilmington Trust, where he managed funds and
high net worth accounts. Mr. Collins earned a bachelor's degree in economics
from Ursinus College, and he is also a former president of the Financial
Analysts of Wilmington, Delaware.
Denise A. Franchetti, CFA
Vice President, Portfolio Manager, Senior Research Analyst
Ms. Franchetti joined Delaware Investments in 1997 as a research analyst for the
municipal bond group. Currently, she is responsible for following the
airports/airlines, education, hotels, leases, turnpike/toll, and transportation
sectors for the group. In 2003, she was also named as portfolio manager on
several of the tax-exempt funds in addition to her research duties. Previously,
Ms. Franchetti was a fixed income trader at Provident Mutual Life Insurance and
an investment analyst at General Accident Insurance. Ms. Franchetti received her
bachelor's degree and an MBA from LaSalle University, and she is a member of the
CFA Society of Philadelphia.
Other Accounts Managed
The following chart lists certain information about types of other accounts for
which the portfolio manager is primarily responsible as of March 31, 2006.
Total Assets in
No. of Accounts with Accounts with
No. of Total Assets Performance-Based Performance-
Accounts Managed Fees Based Fees
________ _______ ____ __________
Joseph R. Baxter
Registered Investment 21 $3.6 billion 0 $0
Companies
Other Pooled Investment 0 $0 0 $0
Vehicles
Other Accounts 26 $1.3 billion 0 $0
Robert F. Collins
Registered Investment 21 $3.6 billion 0 $0
Companies
Other Pooled Investment 0 $0 0 $0
Vehicles
Other Accounts 32 $1.3 billion 0 $0
Denise A. Franchetti
Registered Investment
Companies 0 $0 0 $0
Other Pooled Investment
Vehicles 0 $0 0 $0
Other Accounts 6 $386.3 million 0 $0
Description of Material Conflicts Of Interest
Individual portfolio managers may perform investment management services
for other accounts similar to those provided to the Fund and the investment
action for each account and Fund may differ. For example, one account or Fund
may be selling a security, while another account or Fund may be purchasing or
holding the same security. As a result, transactions executed for one account
and Fund may adversely affect the value of securities held by another account.
Additionally, the management of multiple accounts and Funds may give rise to
potential conflicts of interest, as a portfolio manager must allocate time and
effort to multiple accounts and Funds. A portfolio manager may discover an
investment opportunity that may be suitable for more than one account or Fund.
The investment opportunity may be limited, however, so that all accounts and
Funds for which the investment would be suitable may not be able to participate.
Delaware has adopted procedures designed to allocate investments fairly across
multiple accounts.
A portfolio manager's management of personal accounts also may present
certain conflicts of interest. While Delaware's code of ethics is designed to
address these potential conflicts, there is no guarantee that it will do so.
Compensation Structure
Each portfolio manager's compensation consists of the following:
Base Salary - Each named portfolio manager receives a fixed base salary.
Salaries are determined by a comparison to industry data prepared by third
parties to ensure that portfolio manager salaries are in line with salaries paid
at peer investment advisory firms.
Bonus - Each portfolio manager is eligible to receive an annual cash
bonus, which is based on quantitative and qualitative factors. There is one pool
for bonus payments for the fixed income department. The amount of the pool for
bonus payments is first determined by mathematical equation based on all assets
managed (including investment companies, insurance product-related accounts and
other separate accounts), management fees and related expenses (including fund
waiver expenses) for registered investment companies, pooled vehicles, and
managed separate accounts. Generally, 50%-70% of the bonus is quantitatively
determined. For more senior portfolio managers, a higher percentage of the bonus
is quantitatively determined. For investment companies, each manager is
compensated according the Fund's Lipper peer group percentile ranking on a
one-year and three-year basis, equally weighted. For managed separate accounts
the portfolio managers are compensated according to the composite percentile
ranking against the Frank Russell and Callan Associates databases on a one-year
and three-year basis, with three-year performance more heavily weighted. There
is no objective award for a fund that falls below the 50th percentile over the
three-year period. There is a sliding scale for investment companies that are
ranked above the 50th percentile. The remaining 30%-50% portion of the bonus
is discretionary as determined by Delaware Investments and takes into account
subjective factors.
Deferred Compensation - Each named portfolio manager is eligible to
participate in the Lincoln National Corporation Executive Deferred Compensation
Plan, which is available to all employees whose income exceeds a designated
threshold. The Plan is a non-qualified unfunded deferred compensation plan that
permits participating employees to defer the receipt of a portion of their cash
compensation.
Stock Option Incentive Plan/Equity Compensation Plan - Portfolio managers
may be awarded options to purchase common shares of Delaware Investments U.S.,
Inc. pursuant to the terms the Delaware Investments U.S., Inc. Stock Option Plan
(non-statutory or "non-qualified" stock options). In addition, certain managers
may be awarded restricted stock units, or "performance shares", in Lincoln
National Corporation. Delaware Investments U.S., Inc., is an indirect,
wholly-owned subsidiary of Delaware Management Holdings, Inc. Delaware
Management Holdings, Inc., is in turn a wholly-owned, indirect subsidiary of
Lincoln National Corporation.
The Delaware Investments U.S., Inc. Stock Option Plan was established in
2001 in order to provide certain Delaware investment personnel with a more
direct means of participating in the growth of the investment manager. Under the
terms of the plan, stock options typically vest in 25% increments on a four-year
schedule and expire ten years after issuance. Options are awarded from time to
time by the investment manager in its full discretion. Option awards may be
based in part on seniority. The fair market value of the shares is normally
determined as of each June 30 and December 31. Shares issued upon the exercise
of such options must be held for six months and one day, after which time the
shareholder may put them back to the issuer or the shares may be called back
from the shareholder.
Portfolio managers who do not participate in the Delaware Investments U.S.,
Inc. Stock Option Plan are eligible to participate in Lincoln's Long-Term
Incentive Plan, which is designed to provide a long-term incentive to officers
of Lincoln. Under the plan, a specified number of performance shares are
allocated to each unit and are awarded to participants in the discretion of
their managers in accordance with recommended targets related to the number of
employees in a unit that may receive an award and the number of shares to be
awarded. The performance shares have a three year vesting schedule and, at the
end of the three years, the actual number of shares distributed to those who
received awards may be equal to, greater than or less than the amount of the
award based on Lincoln's achievement of certain performance goals relative to a
pre-determined peer group.
Other Compensation - Portfolio managers may also participate in benefit
plans and programs available generally to all employees.
Ownership of Securities
As of March 31, 2006 the Fund's portfolio managers listed below owned the
following amounts of Fund shares:
________________________________________________________________________________
FUND PORTFOLIO MANAGER DOLLAR RANGE OF
____ _________________ FUND SHARES OWNED (1)
_____________________
________________________________________________________________________________
Delaware Investments Minnesota Baxter none
Municipal Income Fund II, Inc.
________________________________________________________________________________
Collins none
________________________________________________________________________________
Franchetti none
________________________________________________________________________________
____________________
(1) Includes Fund shares beneficially owned by portfolio manager and immediate
family members sharing the same household.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf, by the undersigned, thereunto duly authorized.
Name of Registrant: Delaware Investments Minnesota Municipal
Income Fund II, Inc.
PATRICK P. COYNE
________________________________
By: Patrick P. Coyne
Title: Chief Executive Officer
Date: November 13, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
PATRICK P. COYNE
________________________________
By: Patrick P. Coyne
Title: Chief Executive Officer
Date: November 13, 2006
RICHARD SALUS
________________________________
By: Richard Salus
Title: Chief Financial Officer
Date: November 13, 2006