EX-99.77B ACCT LTTR 2 n-sarclosedendfunds.htm FINANCIALS

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of
Delaware Investments Colorado Municipal Income Fund, Inc.
Delaware Investments Minnesota Municipal Income Fund II, Inc. and
Delaware Investments National Municipal Income Fund


In planning and performing our audits of the financial statements of Delaware Investments Colorado
Municipal Income Fund, Inc., Delaware Investments Minnesota Municipal Income Fund II, Inc. and
Delaware Investments National Municipal Income Fund (hereafter referred to as the "Funds") as of and
for the year ended March 31, 2012, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), we considered the Funds' internal control over financial
reporting, including controls over safeguarding securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the financial statements and to comply with
the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness
of the Funds' internal control over financial reporting.  Accordingly, we do not express an opinion on the
effectiveness of the Funds' internal control over financial reporting.

The management of the Funds is responsible for establishing and maintaining effective internal control
over financial reporting.  In fulfilling this responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of controls.  A company's internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.  A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3)  provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of a company's assets
that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control
does not allow management or employees, in the normal course of performing their assigned functions,
to prevent or detect misstatements on a timely basis.  A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Funds' annual or interim financial statements will not be
prevented or detected on a timely basis.

Our consideration of the Funds' internal control over financial reporting was for the limited purpose
described in the first paragraph and would not necessarily disclose all deficiencies in internal control
over financial reporting that might be material weaknesses under standards established by the Public
Company Accounting Oversight Board (United States).  However, we noted no deficiencies in the
Funds' internal control over financial reporting and its operation, including controls over safeguarding
securities, that we consider to be material weaknesses as defined above as of March 31, 2012.

This report is intended solely for the information and use of management and the Board of Trustees of
Delaware Investments Colorado Municipal Income Fund, Inc., Delaware Investments Minnesota
Municipal Income Fund II, Inc., Delaware Investments National Municipal Income Fund and the
Securities and Exchange Commission and is not intended to be and should not be used by anyone
other than these specified parties.


Philadelphia, Pennsylvania
May 18, 2012




2

2