Fitch Ratings assigns 'AAA' long-term ratings to the Series 2021 Variable Rate MuniFund Term Preferred Shares (VMTP Shares) issued by the following three municipal closed end funds managed by Delaware Management Company (DMC), a series of Delaware Management Business Trust.

Delaware Investments National Municipal Income Fund (VFL)

--$30,000,000 of VMTP Shares, Series 2021, due Feb. 1, 2021.

Delaware Investments Minnesota Municipal Income Fund II, Inc. (VMM)

--$75,000,000 of VMTP Shares, Series 2021, due Feb. 1, 2021.

Delaware Investments Colorado Municipal Income Fund, Inc. (VCF)

--$30,000,000 of VMTP Shares, Series 2021, due Feb. 1, 2021.

KEY RATING DRIVERS

The 'AAA' long-term ratings primarily reflect:

--Sufficient asset coverage provided to the VMTP Shares as calculated per each fund's over-collateralization (OC) tests;

--The structural protections afforded by mandatory de-leveraging provisions in the event of asset coverage declines;

--The legal and regulatory parameters that govern each fund's operations;

--The capabilities of DMC as investment advisor.

THE REDEMPTION

On Jan. 22, 2016, VFL issued the Series 2021 VMTP Shares and will use the proceeds of the issuance to redeem all of its outstanding Series 2017 VMTP Shares. After the redemption, the Series 2017 VMTP Shares will be marked as Paid in Full by Fitch.

On Jan. 22, 2016, VMM issued the Series 2021 VMTP Shares and will use the proceeds of the issuance to redeem all of its outstanding Series 2016 VMTP Shares. After the redemption, the Series 2016 VMTP Shares will be marked as Paid in Full by Fitch.

On Jan. 22, 2016, VCF issued the Series 2021 VMTP Shares and will use the proceeds of the issuance to redeem all of its outstanding Series 2016 VMTP Shares. After the redemption, the Series 2016 VMTP Shares will be marked as Paid in Full by Fitch.

FUND PROFILES

The funds are closed-end investment management companies regulated by the Investment Company Act of 1940. VFL invests in municipal securities that are exempt from federal income taxes. VMM invests in municipal securities that are exempt from federal income taxes and Minnesota personal income tax. VCF invests in municipal securities that are exempt from federal income taxes and Colorado personal income tax.

All three funds may invest up to 20% of assets in below investment grade and or unrated securities. As of Dec. 31, 2015, VFL, VMM and VCF had total assets of $97.3 million, $246.6 million and 105 million respectively.

FUND LEVERAGE

As of Dec. 31, 2015, VFL had total leverage consisting of $30 million of VMTP shares and an effective leverage ratio of 31%. As of this same date, VMM had total leverage consisting of $75 million of VMTP shares and an effective leverage ratio of 30%. Also as of this date, VCF had total leverage consisting of $30 million of VMTP shares and an effective leverage ratio of 29%.

ASSET COVERAGE

As of Dec. 31, 2015, each fund's asset coverage ratios for total outstanding preferred shares, as calculated in accordance with the Investment Company Act of 1940, was in excess of the minimum asset coverage of 225% required by each fund's governing documents.

As of the same date, each fund's effective leverage ratio was below the 45% (46% if due solely to fluctuations in the market value of a fund's portfolio securities) maximum leverage ratio allowed by each fund's governing documents for the VMTP shares.

VMTP STRUCTURAL PROTECTIONS

Compliance with the asset coverage and effective leverage ratio requirements will be tested daily for the Series 2021 VMPT Shares. Failure to cure an asset coverage breach within 30 calendar days (the Asset Coverage Cure Date) will result in an Asset Coverage Mandatory Redemption. Failure to cure an effective leverage ratio breach within 10 business days (the Effective Leverage Ratio Cure Date) will result in an Effective Leverage Ratio Mandatory Redemption.

On the business day following the Asset Coverage Cure Date or the Effective Leverage Ratio Cure Date, each fund shall cause a Notice of Redemption to be issued and shall deposit sufficient funds with the Redemption and Paying Agent for the redemption of a sufficient number of Preferred Shares to restore asset coverage and/or effective leverage ratio compliance. The Notice of Redemption shall not be provided more than 45 calendar days prior to the Redemption Date.

For the Series 2021 VMTP Shares of each fund, the total market value exposure period (i.e. the pre-specified time period allotted for valuation, cure and redemption in the event of a breach) for the minimum asset coverage and maximum effective leverage ratio tests is within the 60 business day guideline provided in Fitch's criteria.

STRESS TESTS

Fitch performed various stress tests on the funds in order to assess the strength of the structural protections available to the preferred shares compared to the stresses outlined in Fitch's closed-end fund rating criteria. These tests included determining various 'worst case' scenarios where the fund's leverage and portfolio composition migrated to the outer limits of their operating and investment guidelines.

Only under remote circumstances, such as increasing each fund's issuer concentration, while simultaneously migrating the portfolio to a mix of 80% long-term 'BBB' 10+ years to maturity bonds and 20% high yield bonds, did the asset coverage available to the Series 2021 VMTP Shares fall below the 'AAA' threshold, and instead passed at an 'AA' rating level.

Given the highly unlikely nature of the stress scenarios, and the minimal rating impact, Fitch views each fund's permitted investments, municipal issuer diversification framework and mandatory deleveraging mechanisms as consistent with an 'AAA' rating.

THE FUNDS' ADVISOR

DMC, a subsidiary of Macquarie Group Limited (rated 'A-/F2' by Fitch), is the funds' investment advisor responsible for each fund's overall investment strategy and implementation. DMC and its affiliates had $165 billion of assets under management as of Sept. 30, 2015.

RATING SENSITIVITIES

The ratings assigned to the Series 2021 VMTP Shares of each fund may be sensitive to material changes in the leverage composition, portfolio credit quality or market risk of each fund, as described above. A material adverse deviation from Fitch guidelines for any key rating driver could cause a ratings downgrade.

Each fund has the ability to assume economic leverage through derivative transactions which may not be captured by the funds' Asset Coverage test or Effective Leverage Ratio. The funds do not currently engage in derivative activities for speculative purposes and do not envision engaging in material amounts of such activity in the future. Material derivative exposure in the future could have potential negative rating implications if it adversely affects asset coverage available to rated preferred shares.

For additional information about Fitch's rating guidelines applicable to debt and preferred stock issued by closed-end funds, please review the criteria referenced below, which can be found on Fitch's web site at 'www.fitchratings.com'.

Additional information is available on www.fitchratings.com

The sources of information used to assess this rating were the public domain and DMC.

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Applicable Criteria

Rating Closed-End Fund Debt and Preferred Stock (pub. 16 Sep 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=871119

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=998275

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=998275

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

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