============================ Delaware Value® Fund ============================

ARCHER-DANIELS-MIDLAND COMPANY

Ticker: ADM Security ID: 039483102

Meeting Date: NOV 01, 2012 Meeting Type: Annual

Record Date: SEP 07, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Alan L. Boeckmann For For Management

1.2 Elect Director George W. Buckley For For Management

1.3 Elect Director Mollie Hale Carter For For Management

1.4 Elect Director Terrell K. Crews For For Management

1.5 Elect Director Pierre Dufour For For Management

1.6 Elect Director Donald E. Felsinger For For Management

1.7 Elect Director Antonio Maciel For For Management

1.8 Elect Director Patrick J. Moore For For Management

1.9 Elect Director Thomas F. O'Neill For For Management

1.10 Elect Director Daniel Shih For For Management

1.11 Elect Director Kelvin R. Westbrook For For Management

1.12 Elect Director Patricia A. Woertz For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Articles/Bylaws/Charter -- Call Against For Shareholder

Special Meetings

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ARCHER-DANIELS-MIDLAND COMPANY

Ticker: ADM Security ID: 039483102

Meeting Date: MAY 02, 2013 Meeting Type: Annual

Record Date: MAR 11, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Alan L. Boeckmann For For Management

1.2 Elect Director George W. Buckley For For Management

1.3 Elect Director Mollie Hale Carter For For Management

1.4 Elect Director Terell K. Crews For For Management

1.5 Elect Director Pierre Dufour For For Management

1.6 Elect Director Donald E. Felsinger For For Management

1.7 Elect Director Antonio Maciel For For Management

1.8 Elect Director Patrick J. Moore For For Management

1.9 Elect Director Thomas F. O'Neill For For Management

1.10 Elect Director Daniel Shih For For Management

1.11 Elect Director Kelvin R. Westbrook For For Management

1.12 Elect Director Patricia A. Woertz For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

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AT&T INC.

Ticker: T Security ID: 00206R102

Meeting Date: APR 26, 2013 Meeting Type: Annual

Record Date: FEB 27, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Randall L. Stephenson For For Management

1.2 Elect Director Gilbert F. Amelio For For Management

1.3 Elect Director Reuben V. Anderson For For Management

1.4 Elect Director James H. Blanchard For For Management

1.5 Elect Director Jaime Chico Pardo For For Management

1.6 Elect Director Scott T. Ford For For Management

1.7 Elect Director James P. Kelly For For Management

1.8 Elect Director Jon C. Madonna For For Management

1.9 Elect Director Michael B. McCallister For For Management

1.10 Elect Director John B. McCoy For For Management

1.11 Elect Director Joyce M. Roche For For Management

1.12 Elect Director Matthew K. Rose For For Management

1.13 Elect Director Laura D'Andrea Tyson For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Stock Purchase and Deferral Plan For For Management

5 Report on Political Contributions Against For Shareholder

6 Report on Reducing Lead Battery Health Against For Shareholder

Hazards

7 Submit Severance Agreement Against For Shareholder

(Change-in-Control) to Shareholder Vote

8 Require Independent Board Chairman Against Against Shareholder

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BAXTER INTERNATIONAL INC.

Ticker: BAX Security ID: 071813109

Meeting Date: MAY 07, 2013 Meeting Type: Annual

Record Date: MAR 11, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Thomas F. Chen For For Management

1b Elect Director Blake E. Devitt For For Management

1c Elect Director John D. Forsyth For For Management

1d Elect Director Gail D. Fosler For For Management

1e Elect Director Carole J. Shapazian For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Declassify the Board of Directors For For Management

5 Provide Right to Call Special Meeting For For Management

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CARDINAL HEALTH, INC.

Ticker: CAH Security ID: 14149Y108

Meeting Date: NOV 02, 2012 Meeting Type: Annual

Record Date: SEP 06, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Colleen F. Arnold For For Management

1.2 Elect Director George S. Barrett For For Management

1.3 Elect Director Glenn A. Britt For For Management

1.4 Elect Director Carrie S. Cox For For Management

1.5 Elect Director Calvin Darden For For Management

1.6 Elect Director Bruce L. Downey For For Management

1.7 Elect Director John F. Finn For For Management

1.8 Elect Director Clayton M. Jones For For Management

1.9 Elect Director Gregory B. Kenny For For Management

1.10 Elect Director David P. King For For Management

1.11 Elect Director Richard C. Notebaert For For Management

1.12 Elect Director Jean G. Spaulding For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Stock Retention/Holding Period Against Against Shareholder

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CHEVRON CORPORATION

Ticker: CVX Security ID: 166764100

Meeting Date: MAY 29, 2013 Meeting Type: Annual

Record Date: APR 03, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Linnet F. Deily For For Management

1b Elect Director Robert E. Denham For For Management

1c Elect Director Alice P. Gast For For Management

1d Elect Director Enrique Hernandez, Jr. For For Management

1e Elect Director George L. Kirkland For For Management

1f Elect Director Charles W. Moorman, IV For For Management

1g Elect Director Kevin W. Sharer For For Management

1h Elect Director John G. Stumpf For For Management

1i Elect Director Ronald D. Sugar For For Management

1j Elect Director Carl Ware For For Management

1k Elect Director John S. Watson For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Report on Management of Hydraulic Against For Shareholder

Fracturing Risks and Opportunities

6 Report on Offshore Oil Wells and Spill Against Against Shareholder

Mitigation Measures

7 Report on Financial Risks of Climate Against Against Shareholder

Change

8 Report on Lobbying Payments and Policy Against For Shareholder

9 Prohibit Political Contributions Against Against Shareholder

10 Provide for Cumulative Voting Against For Shareholder

11 Amend Articles/Bylaws/Charter -- Call Against For Shareholder

Special Meetings

12 Require Director Nominee with Against For Shareholder

Environmental Expertise

13 Adopt Guidelines for Country Selection Against For Shareholder

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CISCO SYSTEMS, INC.

Ticker: CSCO Security ID: 17275R102

Meeting Date: NOV 15, 2012 Meeting Type: Annual

Record Date: SEP 17, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Carol A. Bartz For For Management

1b Elect Director Marc Benioff For For Management

1c Elect Director M. Michele Burns For For Management

1d Elect Director Michael D. Capellas For For Management

1e Elect Director Larry R. Carter For For Management

1f Elect Director John T. Chambers For For Management

1g Elect Director Brian L. Halla For For Management

1h Elect Director John L. Hennessy For For Management

1i Elect Director Kristina M. Johnson For For Management

1j Elect Director Richard M. Kovacevich For For Management

1k Elect Director Roderick C. McGeary For For Management

1l Elect Director Arun Sarin For For Management

1m Elect Director Steven M. West For For Management

2 Amend Executive Incentive Bonus Plan For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Ratify Auditors For For Management

5 Require Independent Board Chairman Against Against Shareholder

6 Report on Eliminating Conflict Against Against Shareholder

Minerals from Supply Chain

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CONOCOPHILLIPS

Ticker: COP Security ID: 20825C104

Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Richard L. Armitage For For Management

1b Elect Director Richard H. Auchinleck For For Management

1c Elect Director James E. Copeland, Jr. For For Management

1d Elect Director Jody L. Freeman For For Management

1e Elect Director Gay Huey Evans For For Management

1f Elect Director Ryan M. Lance For For Management

1g Elect Director Mohd H. Marican For For Management

1h Elect Director Robert A. Niblock For For Management

1i Elect Director Harald J. Norvik For For Management

1j Elect Director William E. Wade, Jr. For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against For Shareholder

5 Adopt Quantitative GHG Goals for Against For Shareholder

Products and Operations

6 Amend EEO Policy to Prohibit Against For Shareholder

Discrimination based on Gender Identity

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CVS CAREMARK CORPORATION

Ticker: CVS Security ID: 126650100

Meeting Date: MAY 09, 2013 Meeting Type: Annual

Record Date: MAR 13, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director C. David Brown II For For Management

1.2 Elect Director David W. Dorman For For Management

1.3 Elect Director Anne M. Finucane For For Management

1.4 Elect Director Kristen Gibney Williams For For Management

1.5 Elect Director Larry J. Merlo For For Management

1.6 Elect Director Jean-Pierre Millon For For Management

1.7 Elect Director Richard J. Swift For For Management

1.8 Elect Director William C. Weldon For For Management

1.9 Elect Director Tony L. White For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Qualified Employee Stock For For Management

Purchase Plan

5 Reduce Vote Requirement Under the Fair For For Management

Price Provision

6 Report on Political Contributions Against For Shareholder

7 Pro-rata Vesting of Equity Awards Against For Shareholder

8 Report on Lobbying Payments and Policy Against For Shareholder

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E. I. DU PONT DE NEMOURS AND COMPANY

Ticker: DD Security ID: 263534109

Meeting Date: APR 24, 2013 Meeting Type: Annual

Record Date: FEB 27, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Lamberto Andreotti For For Management

1b Elect Director Richard H. Brown For For Management

1c Elect Director Robert A. Brown For For Management

1d Elect Director Bertrand P. Collomb For For Management

1e Elect Director Curtis J. Crawford For For Management

1f Elect Director Alexander M. Cutler For For Management

1g Elect Director Eleuthere I. Du Pont For For Management

1h Elect Director Marillyn A. Hewson For For Management

1i Elect Director Lois D. Juliber For For Management

1j Elect Director Ellen J. Kullman For For Management

1k Elect Director Lee M. Thomas For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Require Independent Board Chairman Against For Shareholder

5 Report on Lobbying Payments and Policy Against For Shareholder

6 Report on Genetically Engineered Seed Against Against Shareholder

7 Report on Pay Disparity Against Against Shareholder

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EDISON INTERNATIONAL

Ticker: EIX Security ID: 281020107

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Jagjeet S. Bindra For For Management

1.2 Elect Director Vanessa C.L. Chang For For Management

1.3 Elect Director France A. Cordova For For Management

1.4 Elect Director Theodore F. Craver, Jr. For For Management

1.5 Elect Director Bradford M. Freeman For For Management

1.6 Elect Director Luis G. Nogales For For Management

1.7 Elect Director Ronald L. Olson For For Management

1.8 Elect Director Richard T. Schlosberg, For For Management

III

1.9 Elect Director Thomas C. Sutton For For Management

1.10 Elect Director Peter J. Taylor For For Management

1.11 Elect Director Brett White For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Require Independent Board Chairman Against Against Shareholder

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HALLIBURTON COMPANY

Ticker: HAL Security ID: 406216101

Meeting Date: MAY 15, 2013 Meeting Type: Annual

Record Date: MAR 18, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Alan M. Bennett For For Management

1.2 Elect Director James R. Boyd For For Management

1.3 Elect Director Milton Carroll For For Management

1.4 Elect Director Nance K. Dicciani For For Management

1.5 Elect Director Murry S. Gerber For For Management

1.6 Elect Director Jose C. Grubisich For For Management

1.7 Elect Director Abdallah S. Jum'ah For For Management

1.8 Elect Director David J. Lesar For For Management

1.9 Elect Director Robert A. Malone For For Management

1.10 Elect Director J. Landis Martin For For Management

1.11 Elect Director Debra L. Reed For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Report on Human Rights Risk Assessment Against For Shareholder

Process

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INTEL CORPORATION

Ticker: INTC Security ID: 458140100

Meeting Date: MAY 16, 2013 Meeting Type: Annual

Record Date: MAR 18, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Charlene Barshefsky For For Management

1b Elect Director Andy D. Bryant For For Management

1c Elect Director Susan L. Decker For For Management

1d Elect Director John J. Donahoe For For Management

1e Elect Director Reed E. Hundt For For Management

1f Elect Director James D. Plummer For For Management

1g Elect Director David S. Pottruck For For Management

1h Elect Director Frank D. Yeary For For Management

1i Elect Director David B. Yoffie For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Stock Retention/Holding Period Against For Shareholder

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JOHNSON & JOHNSON

Ticker: JNJ Security ID: 478160104

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: FEB 26, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Mary Sue Coleman For For Management

1.2 Elect Director James G. Cullen For For Management

1.3 Elect Director Ian E.L. Davis For For Management

1.4 Elect Director Alex Gorsky For For Management

1.5 Elect Director Michael M.E. Johns For For Management

1.6 Elect Director Susan L. Lindquist For For Management

1.7 Elect Director Anne M. Mulcahy For For Management

1.8 Elect Director Leo F. Mullin For For Management

1.9 Elect Director William D. Perez For For Management

1.10 Elect Director Charles Prince For For Management

1.11 Elect Director A. Eugene Washington For For Management

1.12 Elect Director Ronald A. Williams For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Stock Retention/Holding Period Against For Shareholder

5 Screen Political Contributions for Against Against Shareholder

Consistency with Corporate Values

6 Require Independent Board Chairman Against Against Shareholder

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KRAFT FOODS GROUP, INC.

Ticker: KRFT Security ID: 50076Q106

Meeting Date: MAY 22, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Abelardo E. Bru For For Management

1b Elect Director Jeanne P. Jackson For For Management

1c Elect Director E. Follin Smith For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Advisory Vote on Say on Pay Frequency One Year One Year Management

4 Amend Omnibus Stock Plan For For Management

5 Ratify Auditors For For Management

6 Label Products with GMO Ingredients Against Against Shareholder

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LOWE'S COMPANIES, INC.

Ticker: LOW Security ID: 548661107

Meeting Date: MAY 31, 2013 Meeting Type: Annual

Record Date: MAR 28, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Raul Alvarez For For Management

1.2 Elect Director David W. Bernauer For For Management

1.3 Elect Director Leonard L. Berry For For Management

1.4 Elect Director Peter C. Browning For For Management

1.5 Elect Director Richard W. Dreiling For For Management

1.6 Elect Director Dawn E. Hudson For For Management

1.7 Elect Director Robert L. Johnson For For Management

1.8 Elect Director Marshall O. Larsen For For Management

1.9 Elect Director Richard K. Lochridge For For Management

1.10 Elect Director Robert A. Niblock For For Management

1.11 Elect Director Eric C. Wisemen For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Stock Retention/Holding Period Against For Shareholder

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MARATHON OIL CORPORATION

Ticker: MRO Security ID: 565849106

Meeting Date: APR 24, 2013 Meeting Type: Annual

Record Date: FEB 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Gregory H. Boyce For For Management

1b Elect Director Pierre Brondeau For For Management

1c Elect Director Clarence P. Cazalot, Jr. For For Management

1d Elect Director Linda Z. Cook For For Management

1e Elect Director Shirley Ann Jackson For For Management

1f Elect Director Philip Lader For For Management

1g Elect Director Michael E. J. Phelps For For Management

1h Elect Director Dennis H. Reilley For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against For Shareholder

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MARSH & MCLENNAN COMPANIES, INC.

Ticker: MMC Security ID: 571748102

Meeting Date: MAY 16, 2013 Meeting Type: Annual

Record Date: MAR 18, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Zachary W. Carter For For Management

1b Elect Director Oscar Fanjul For For Management

1c Elect Director Daniel S. Glaser For For Management

1d Elect Director H. Edward Hanway For For Management

1e Elect Director Lord Lang For For Management

1f Elect Director Elaine La Roche For For Management

1g Elect Director Steven A. Mills For For Management

1h Elect Director Bruce P. Nolop For For Management

1i Elect Director Marc D. Oken For For Management

1j Elect Director Morton O. Schapiro For For Management

1k Elect Director Adele Simmons For For Management

1l Elect Director Lloyd M. Yates For For Management

1m Elect Director R. David Yost For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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MERCK & CO., INC.

Ticker: MRK Security ID: 58933Y105

Meeting Date: MAY 28, 2013 Meeting Type: Annual

Record Date: APR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Leslie A. Brun For For Management

1b Elect Director Thomas R. Cech For For Management

1c Elect Director Kenneth C. Frazier For For Management

1d Elect Director Thomas H. Glocer For For Management

1e Elect Director William B. Harrison Jr. For For Management

1f Elect Director C. Robert Kidder For For Management

1g Elect Director Rochelle B. Lazarus For For Management

1h Elect Director Carlos E. Represas For For Management

1i Elect Director Patricia F. Russo For For Management

1j Elect Director Craig B. Thompson For For Management

1k Elect Director Wendell P. Weeks For For Management

1l Elect Director Peter C. Wendell For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Provide Right to Act by Written Consent Against For Shareholder

5 Amend Articles/Bylaws/Charter -- Call Against For Shareholder

Special Meetings

6 Report on Charitable and Political Against Against Shareholder

Contributions

7 Report on Lobbying Activities Against Against Shareholder

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MONDELEZ INTERNATIONAL, INC.

Ticker: MDLZ Security ID: 609207105

Meeting Date: MAY 21, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Stephen F. Bollenbach For For Management

1b Elect Director Lewis W.K. Booth For For Management

1c Elect Director Lois D. Juliber For For Management

1d Elect Director Mark D. Ketchum For For Management

1e Elect Director Jorge S. Mesquita For For Management

1f Elect Director Fredric G. Reynolds For For Management

1g Elect Director Irene B. Rosenfeld For For Management

1h Elect Director Patrick T. Siewert For For Management

1i Elect Director Ruth J. Simmons For For Management

1j Elect Director Ratan N. Tata For For Management

1k Elect Director Jean-Francois M. L. van For For Management

Boxmeer

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Report on Adopting Extended Producer Against Against Shareholder

Responsibility Policy

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MOTOROLA SOLUTIONS, INC.

Ticker: MSI Security ID: 620076307

Meeting Date: MAY 06, 2013 Meeting Type: Annual

Record Date: MAR 08, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Gregory Q. Brown For For Management

1b Elect Director William J. Bratton For Against Management

1c Elect Director Kenneth C. Dahlberg For Against Management

1d Elect Director David W. Dorman For Against Management

1e Elect Director Michael V. Hayden For For Management

1f Elect Director Judy C. Lewent For For Management

1g Elect Director Anne R. Pramaggiore For For Management

1h Elect Director Samuel C. Scott, III For For Management

1i Elect Director Bradley E. Singer For For Management

1j Elect Director John A. White For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Encourage Suppliers to Produce Against Against Shareholder

Sustainability Reports

5 Report on Political Contributions Against For Shareholder

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NORTHROP GRUMMAN CORPORATION

Ticker: NOC Security ID: 666807102

Meeting Date: MAY 15, 2013 Meeting Type: Annual

Record Date: MAR 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Wesley G. Bush For For Management

1.2 Elect Director Victor H. Fazio For For Management

1.3 Elect Director Donald E. Felsinger For For Management

1.4 Elect Director Stephen E. Frank For For Management

1.5 Elect Director Bruce S. Gordon For For Management

1.6 Elect Director Madeleine A. Kleiner For For Management

1.7 Elect Director Karl J. Krapek For For Management

1.8 Elect Director Richard B. Myers For For Management

1.9 Elect Director Aulana L. Peters For For Management

1.10 Elect Director Gary Roughead For For Management

1.11 Elect Director Thomas M. Schoewe For For Management

1.12 Elect Director Kevin W. Sharer For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Report on Lobbying Payments and Policy Against Against Shareholder

5 Require Independent Board Chairman Against Against Shareholder

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OCCIDENTAL PETROLEUM CORPORATION

Ticker: OXY Security ID: 674599105

Meeting Date: MAY 03, 2013 Meeting Type: Annual

Record Date: MAR 13, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Spencer Abraham For For Management

1.2 Elect Director Howard I. Atkins For For Management

1.3 Elect Director Stephen I. Chazen For For Management

1.4 Elect Director Edward P. Djerejian For For Management

1.5 Elect Director John E. Feick For For Management

1.6 Elect Director Margaret M. Foran For For Management

1.7 Elect Director Carlos M. Gutierrez For For Management

1.8 Elect Director Ray R. Irani For Against Management

1.9 Elect Director Avedick B. Poladian For For Management

1.10 Elect Director Aziz D. Syriani For Against Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Provide Right to Act by Written Consent Against For Shareholder

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PFIZER INC.

Ticker: PFE Security ID: 717081103

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: FEB 27, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Dennis A. Ausiello For For Management

1.2 Elect Director M. Anthony Burns For For Management

1.3 Elect Director W. Don Cornwell For For Management

1.4 Elect Director Frances D. Fergusson For For Management

1.5 Elect Director William H. Gray, III For For Management

1.6 Elect Director Helen H. Hobbs For For Management

1.7 Elect Director Constance J. Horner For For Management

1.8 Elect Director James M. Kilts For For Management

1.9 Elect Director George A. Lorch For For Management

1.10 Elect Director Suzanne Nora Johnson For For Management

1.11 Elect Director Ian C. Read For For Management

1.12 Elect Director Stephen W. Sanger For For Management

1.13 Elect Director Marc Tessier-Lavigne For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Stock Retention/Holding Period Against For Shareholder

5 Provide Right to Act by Written Consent Against For Shareholder

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QUEST DIAGNOSTICS INCORPORATED

Ticker: DGX Security ID: 74834L100

Meeting Date: MAY 21, 2013 Meeting Type: Annual

Record Date: MAR 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director John C. Baldwin For For Management

1.2 Elect Director Gary M. Pfeiffer For For Management

1.3 Elect Director Stephen H. Rusckowski For For Management

2 Ratify Auditors For For Management

3 Declassify the Board of Directors For For Management

4 Eliminate Class of Preferred Stock For For Management

5 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

6 Reduce Supermajority Vote Requirement None For Shareholder

7 Pro-rata Vesting of Equity Awards Against For Shareholder

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RAYTHEON COMPANY

Ticker: RTN Security ID: 755111507

Meeting Date: MAY 30, 2013 Meeting Type: Annual

Record Date: APR 09, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director James E. Cartwright For For Management

1b Elect Director Vernon E. Clark For For Management

1c Elect Director Stephen J. Hadley For For Management

1d Elect Director Michael C. Ruettgers For For Management

1e Elect Director Ronald L. Skates For For Management

1f Elect Director William R. Spivey For For Management

1g Elect Director Linda G. Stuntz For Against Management

1h Elect Director William H. Swanson For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Report on Political Contributions Against For Shareholder

5 Provide Right to Act by Written Consent Against For Shareholder

6 Submit SERP to Shareholder Vote Against For Shareholder

7 Pro-rata Vesting of Equity Awards Against For Shareholder

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SAFEWAY INC.

Ticker: SWY Security ID: 786514208

Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Janet E. Grove For For Management

1b Elect Director Mohan Gyani For For Management

1c Elect Director Frank C. Herringer For Against Management

1d Elect Director George J. Morrow For For Management

1e Elect Director Kenneth W. Oder For Against Management

1f Elect Director T. Gary Rogers For Against Management

1g Elect Director Arun Sarin For Against Management

1h Elect Director William Y. Tauscher For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Amend Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

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THE ALLSTATE CORPORATION

Ticker: ALL Security ID: 020002101

Meeting Date: MAY 21, 2013 Meeting Type: Annual

Record Date: MAR 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director F. Duane Ackerman For For Management

1b Elect Director Robert D. Beyer For For Management

1c Elect Director Kermit R. Crawford For For Management

1d Elect Director Jack M. Greenberg For For Management

1e Elect Director Herbert L. Henkel For For Management

1f Elect Director Ronald T. LeMay For For Management

1g Elect Director Andrea Redmond For For Management

1h Elect Director H. John Riley, Jr. For For Management

1i Elect Director John W. Rowe For For Management

1j Elect Director Judith A. Sprieser For For Management

1k Elect Director Mary Alice Taylor For For Management

1l Elect Director Thomas J. Wilson For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Amend Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

5 Stock Retention/Holding Period Against For Shareholder

6 Report on Lobbying Payments and Policy Against Against Shareholder

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THE BANK OF NEW YORK MELLON CORPORATION

Ticker: BK Security ID: 064058100

Meeting Date: APR 09, 2013 Meeting Type: Annual

Record Date: FEB 11, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Ruth E. Bruch For For Management

1.2 Elect Director Nicholas M. Donofrio For For Management

1.3 Elect Director Gerald L. Hassell For For Management

1.4 Elect Director Edmund F. 'Ted' Kelly For For Management

1.5 Elect Director Richard J. Kogan For For Management

1.6 Elect Director Michael J. Kowalski For For Management

1.7 Elect Director John A. Luke, Jr. For For Management

1.8 Elect Director Mark A. Nordenberg For For Management

1.9 Elect Director Catherine A. Rein For For Management

1.10 Elect Director William C. Richardson For For Management

1.11 Elect Director Samuel C. Scott, III For For Management

1.12 Elect Director Wesley W. von Schack For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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THE TRAVELERS COMPANIES, INC.

Ticker: TRV Security ID: 89417E109

Meeting Date: MAY 22, 2013 Meeting Type: Annual

Record Date: MAR 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Alan L. Beller For For Management

1b Elect Director John H. Dasburg For For Management

1c Elect Director Janet M. Dolan For For Management

1d Elect Director Kenneth M. Duberstein For For Management

1e Elect Director Jay S. Fishman For For Management

1f Elect Director Patricia L. Higgins For For Management

1g Elect Director Thomas R. Hodgson For For Management

1h Elect Director William J. Kane For For Management

1i Elect Director Cleve L. Killingsworth, For For Management

Jr.

1j Elect Director Donald J. Shepard For For Management

1k Elect Director Laurie J. Thomsen For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Authorize New Class of Preferred Stock For For Management

5 Report on Political Contributions Against For Shareholder

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VERIZON COMMUNICATIONS INC.

Ticker: VZ Security ID: 92343V104

Meeting Date: MAY 02, 2013 Meeting Type: Annual

Record Date: MAR 04, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Richard L. Carrion For For Management

1.2 Elect Director Melanie L. Healey For For Management

1.3 Elect Director M. Frances Keeth For For Management

1.4 Elect Director Robert W. Lane For For Management

1.5 Elect Director Lowell C. McAdam For For Management

1.6 Elect Director Sandra O. Moose For For Management

1.7 Elect Director Joseph Neubauer For For Management

1.8 Elect Director Donald T. Nicolaisen For For Management

1.9 Elect Director Clarence Otis, Jr. For For Management

1.10 Elect Director Hugh B. Price For For Management

1.11 Elect Director Rodney E. Slater For For Management

1.12 Elect Director Kathryn A. Tesija For For Management

1.13 Elect Director Gregory D. Wasson For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Commit to Wireless Network Neutrality Against For Shareholder

6 Report on Lobbying Payments and Policy Against For Shareholder

7 Adopt Proxy Access Right Against For Shareholder

8 Submit Severance Agreement Against For Shareholder

(Change-in-Control) to Shareholder Vote

9 Amend Articles/Bylaws/Charter- Call Against For Shareholder

Special Meetings

10 Provide Right to Act by Written Consent Against For Shareholder

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WASTE MANAGEMENT, INC.

Ticker: WM Security ID: 94106L109

Meeting Date: MAY 10, 2013 Meeting Type: Annual

Record Date: MAR 13, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Bradbury H. Anderson For For Management

1b Elect Director Frank M. Clark, Jr. For For Management

1c Elect Director Patrick W. Gross For For Management

1d Elect Director Victoria M. Holt For For Management

1e Elect Director John C. Pope For For Management

1f Elect Director W. Robert Reum For For Management

1g Elect Director David P. Steiner For For Management

1h Elect Director Thomas H. Weidemeyer For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Stock Retention Against For Shareholder

5 Report on Political Contributions Against For Shareholder

6 Adopt Compensation Benchmarking Policy Against For Shareholder

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XEROX CORPORATION

Ticker: XRX Security ID: 984121103

Meeting Date: MAY 21, 2013 Meeting Type: Annual

Record Date: MAR 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Glenn A. Britt For For Management

1.2 Elect Director Ursula M. Burns For For Management

1.3 Elect Director Richard J. Harrington For For Management

1.4 Elect Director William Curt Hunter For For Management

1.5 Elect Director Robert J. Keegan For For Management

1.6 Elect Director Robert A. McDonald For For Management

1.7 Elect Director Charles Prince For For Management

1.8 Elect Director Ann N. Reese For For Management

1.9 Elect Director Sara Martinez Tucker For For Management

1.10 Elect Director Mary Agnes Wilderotter For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Approve Non-Employee Director Omnibus For For Management

Stock Plan

==========------------------- END N-PX REPORT ===================================

Investment Company Act File Number:		811-00750

Exact Name of Registrant as Specified in Charter:		Delaware Group® Equity Funds II

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:		(800) 523-1918

Date of fiscal year end:		November 30

Date of reporting period:		July 1, 2012 - June 30, 2013

By:	Patrick P. Coyne
Name:	Patrick P. Coyne
Title:	Chairman/President/
	Chief Executive Officer
Date:	August 23, 2013