0001206774-12-003256.txt : 20120803 0001206774-12-003256.hdr.sgml : 20120803 20120803095525 ACCESSION NUMBER: 0001206774-12-003256 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20120531 FILED AS OF DATE: 20120803 DATE AS OF CHANGE: 20120803 EFFECTIVENESS DATE: 20120803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE GROUP EQUITY FUNDS II CENTRAL INDEX KEY: 0000027574 IRS NUMBER: 232448660 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-00750 FILM NUMBER: 121005447 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 18005231918 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: DELAWARE GROUP EQUITY FUNDS II INC DATE OF NAME CHANGE: 19970730 FORMER COMPANY: FORMER CONFORMED NAME: DELAWARE GROUP DECATUR FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DECATUR FUND INC DATE OF NAME CHANGE: 19880808

0000027574 S000002391 DELAWARE VALUE FUND

C000006333 DELAWARE VALUE FUND CLASS A DDVAX

C000006334 DELAWARE VALUE FUND CLASS B DDVBX

C000006335 DELAWARE VALUE FUND CLASS C DDVCX

C000006336 DELAWARE VALUE FUND INSTITUTIONAL CLASS DDVIX

C000031061 DELAWARE VALUE FUND CLASS R DDVRX

N-CSRS 1 devaluefund_ncsrs.htm CERTIFIED SEMI-ANNUAL SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

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, including area code:		(800) 523-1918

Date of fiscal year end:		November 30

Date of reporting period:		May 31, 2012

Item 1. Reports to Stockholders

Semiannual report

Delaware Value® Fund

May 31, 2012

U.S. value equity mutual fund

Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and other information can be found in the Fund’s prospectus and, if available, its summary prospectus, which may be obtained by visiting www.delawareinvestments.com or calling 800 523-1918. Investors should read the prospectus and, if available, the summary prospectus carefully before investing.

You can obtain shareholder reports and prospectuses online instead of in the mail.
Visit www.delawareinvestments.com/edelivery.

Experience Delaware Investments

Delaware Investments is committed to the pursuit of consistently superior asset management and unparalleled client service. We believe in our investment processes, which seek to deliver consistent results, and in convenient services that help add value for our clients.

If you are interested in learning more about creating an investment plan, contact your financial advisor.

You can learn more about Delaware Investments or obtain a prospectus for Delaware Value^® Fund at www.delawareinvestments.com.

Manage your investments online

24-hour access to your account information
Obtain share prices
Check your account balance and recent transactions
Request statements or literature
Make purchases and redemptions

Delaware Management Holdings, Inc. and its subsidiaries (collectively known by the marketing name of Delaware Investments) are wholly owned subsidiaries of Macquarie Group Limited, a global provider of banking, financial, advisory, investment and funds management services.

Investments in Delaware Value Fund are not and will not be deposits with or liabilities of Macquarie Bank Limited ABN 46 008 583 542 and its holding companies, including their subsidiaries or related companies (Macquarie Group), and are subject to investment risk, including possible delays in repayment and loss of income and capital invested. No Macquarie Group company guarantees or will guarantee the performance of the Fund, the repayment of capital from the Fund, or any particular rate of return.

Table of contents
Disclosure of Fund expenses	1
Security type/sector allocation and top 10 equity holdings	3
Statement of net assets	4
Statement of operations	9
Statements of changes in net assets	10
Financial highlights	12
Notes to financial statements	22
Other Fund information	34
About the organization	35

Unless otherwise noted, views expressed herein are current as of May 31, 2012, and subject to change.

Funds are not FDIC insured and are not guaranteed. It is possible to lose the principal amount invested.

Mutual fund advisory services provided by Delaware Management Company, a series of Delaware Management Business Trust, which is a registered investment advisor. Delaware Investments, a member of Macquarie Group, refers to Delaware Management Holdings, Inc. and its subsidiaries, including the Fund’s distributor, Delaware Distributors, L.P. Macquarie Group refers to Macquarie Group Limited and its subsidiaries and affiliates worldwide.

All third-party marks cited are the property of their respective owners.

Disclosure of Fund expenses
For the six-month period from December 1, 2011 to May 31, 2012

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period from December 1, 2011 to May 31, 2012.

Actual expenses

The first section of the table shown, “Actual Fund return,” provides information about actual account values and actual expenses. You may use the information in this section of the table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The second section of the table shown, “Hypothetical 5% return,” provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The Fund’s expenses shown in the table reflect fee waivers in effect. The expenses shown in the table assume reinvestment of all dividends and distributions.

Disclosure of Fund expenses

Delaware Value^® Fund
Expense analysis of an investment of $1,000

	Beginning		Ending				Expenses
	Account Value		Account Value		Annualized		Paid During Period
	12/1/11		5/31/12		Expense Ratio		12/1/11 to 5/31/12*
Actual Fund return
Class A	$	1,000.00	$	1,057.60	1.10	%	$	5.66
Class B		1,000.00		1,053.10	1.85	%		9.50
Class C		1,000.00		1,053.10	1.85	%		9.50
Class R		1,000.00		1,056.00	1.35	%		6.94
Institutional Class		1,000.00		1,059.10	0.85	%		4.38
Hypothetical 5% return (5% return before expenses)
Class A	$	1,000.00	$	1,019.50	1.10	%	$	5.55
Class B		1,000.00		1,015.75	1.85	%		9.32
Class C		1,000.00		1,015.75	1.85	%		9.32
Class R		1,000.00		1,018.25	1.35	%		6.81
Institutional Class		1,000.00		1,020.75	0.85	%		4.29

*“Expenses Paid During Period” are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Security type/sector allocation and
top 10 equity holdings
Delaware Value^®Fund	As of May 31, 2012

Sector designations may be different than the sector designations presented in other Fund materials. The sector designations may represent the investment manager’s internal sector classifications, which may result in the sector designations for one fund being different than another fund’s sector designations.

Security type/sector	Percentage of net assets
Common Stock	95.21	%
Consumer Discretionary	5.85	%
Consumer Staples	15.39	%
Energy	11.17	%
Financials	12.00	%
Healthcare	17.82	%
Industrials	8.77	%
Information Technology	11.52	%
Materials	2.85	%
Telecommunications	6.61	%
Utilities	3.23	%
Short-Term Investments	4.10	%
Securities Lending Collateral	0.02	%
Total Value of Securities	99.33	%
Obligation to Return Securities Lending Collateral	(0.03	%)
Receivables and Other Assets Net of Other Liabilities	0.70	%
Total Net Assets	100.00	%

Holdings are for informational purposes only and are subject to change at any time. They are not a recommendation to buy, sell, or hold any security.

Top 10 equity holdings	Percentage of net assets
AT&T	3.32	%
Verizon Communications	3.29	%
Edison International	3.23	%
Kimberly-Clark	3.22	%
Allstate	3.16	%
Archer-Daniels-Midland	3.13	%
CVS Caremark	3.10	%
Comcast Class A	3.06	%
Travelers	3.05	%
Kraft Foods Class A	3.05	%

Statement of net assets
Delaware Value^®Fund	May 31, 2012 (Unaudited)

		Number of shares	Value
Common Stock – 95.21%
Consumer Discretionary – 5.85%
	Comcast Class A	1,502,300	$	43,431,493
	Lowe’s	1,484,400		39,663,168
				83,094,661
Consumer Staples – 15.39%
	Archer-Daniels-Midland	1,393,500		44,424,780
	CVS Caremark	978,171		43,959,005
	Kimberly-Clark	575,793		45,689,175
	Kraft Foods Class A	1,130,161		43,251,262
*	Safeway	2,165,571		41,189,160
				218,513,382
Energy – 11.17%
	Chevron	423,339		41,618,457
	ConocoPhillips	578,300		30,164,128
	Marathon Oil	1,657,590		41,290,567
†	Phillips 66	128,250		3,851,348
	Williams	1,366,600		41,722,297
				158,646,797
Financials – 12.00%
	Allstate	1,322,952		44,900,991
	Bank of New York Mellon	1,952,300		39,748,828
	Marsh & McLennan	1,328,749		42,493,393
	Travelers	692,400		43,268,076
				170,411,288
Healthcare – 17.82%
	Baxter International	791,200		40,050,544
	Cardinal Health	1,039,900		43,031,062
	Johnson & Johnson	675,456		42,168,718
	Merck	1,130,840		42,496,967
	Pfizer	1,958,200		42,825,834
	Quest Diagnostics	748,300		42,578,270
				253,151,395
Industrials – 8.77%
	Northrop Grumman	716,809		42,112,528
	Raytheon	825,000		41,514,000
	Waste Management	1,261,090		40,909,760
				124,536,288

		Number of shares			Value
Common Stock (continued)
Information Technology – 11.52%
	Cisco Systems			2,476,200	$	40,436,346
	Intel			1,579,700		40,819,448
	Motorola Solutions			880,137		42,316,987
	Xerox			5,543,600		40,024,792
						163,597,573
Materials – 2.85%
	duPont (E.I.) deNemours			839,600		40,519,096
						40,519,096
Telecommunications – 6.61%
	AT&T			1,380,600		47,175,102
	Verizon Communications			1,121,800		46,711,752
						93,886,854
Utilities – 3.23%
	Edison International			1,020,651		45,888,469
						45,888,469
Total Common Stock (cost $1,171,369,552)						1,352,245,803

		Principal amount
Short-Term Investments – 4.10%
≠Discount Notes – 0.76%
	Federal Home Loan Bank
	0.09% 6/6/12		$	7,026,903		7,026,897
	0.115% 6/29/12			3,797,729		3,797,698
						10,824,595
Repurchase Agreements – 3.34%
	Bank of America 0.18%, dated 5/31/12, to be
	repurchased on 6/1/12, repurchase price $10,748,494
	(collateralized by U.S. government obligations
	3.50% 2/15/18; market value $10,963,409)			10,748,441		10,748,441

Statement of net assets
Delaware Value^® Fund

		Principal amount			Value
Short-Term Investments (continued)
Repurchase Agreements (continued)
	BNP Paribas 0.19%, dated 5/31/12, to be repurchased on
	6/1/12, repurchase price $36,623,753 (collateralized
	by U.S. government obligations 1.50%-2.00%
	3/31/19-2/15/22; market value $37,356,031)		$	36,623,559	$	36,623,559
						47,372,000
Total Short-Term Investments (cost $58,196,374)						58,196,595

Total Value of Securities Before Securities
	Lending Collateral – 99.31% (cost $1,229,565,926)					1,410,442,398

		Number of shares
**Securities Lending Collateral – 0.02%
	Investment Companies
	BNY Mellon SL DBT II Liquidating Fund			130,496		124,655
	Delaware Investments Collateral Fund No. 1			96,400		96,400
	@†Mellon GSL Reinvestment Trust II			161,000		0
Total Securities Lending Collateral (cost $387,896)						221,055

Total Value of Securities – 99.33%
	(cost $1,229,953,822)					1,410,663,453		©
**Obligation to Return Securities
	Lending Collateral – (0.03%)					(387,896		)
Receivables and Other Assets
	Net of Other Liabilities – 0.70%					9,896,779
Net Assets Applicable to 124,563,069
	Shares Outstanding – 100.00%				$	1,420,172,336

Net Asset Value – Delaware Value Fund
	Class A ($927,076,350 / 81,311,925 Shares)						$11.40
Net Asset Value – Delaware Value Fund
	Class B ($8,101,813 / 714,289 Shares)						$11.34
Net Asset Value – Delaware Value Fund
	Class C ($57,203,300 / 5,038,439 Shares)						$11.35
Net Asset Value – Delaware Value Fund
	Class R ($4,123,447 / 362,142 Shares)						$11.39
Net Asset Value – Delaware Value Fund
	Institutional Class ($423,667,426 / 37,136,274 Shares)						$11.41


Components of Net Assets at May 31, 2012:
Shares of beneficial interest (unlimited authorization – no par)	$	1,509,154,154
Undistributed net investment income		5,523,974
Accumulated net realized loss on investments		(275,215,423	)
Net unrealized appreciation of investments		180,709,631
Total net assets	$	1,420,172,336

*	Fully or partially on loan.
†	Non income producing security.
**	See Note 9 in “Notes to financial statements” for additional information on securities lending collateral.
≠	The rate shown is the effective yield at the time of purchase.
@	Illiquid security. At May 31, 2012, the aggregate value of illiquid securities was $0, which represented 0.00% of the Fund’s net assets. See Note 10 in “Notes to financial statements.”
©	Includes $373,781 of securities loaned.

Net Asset Value and Offering Price Per Share –
Delaware Value^®Fund
Net asset value Class A (A)	$	11.40
Sales charge (5.75% of offering price) (B)		0.70
Offering price	$	12.10

(A)	Net asset value per share, as illustrated, is the amount which would be paid upon redemption or repurchase of shares.
(B)	See the current prospectus for purchases of $50,000 or more.

See accompanying notes, which are an integral part of the financial statements.

Statement of operations
Delaware Value^®Fund	Six Months Ended May 31, 2012 (Unaudited)

Investment Income:
Dividends	$	10,378,195
Interest		15,572
Security lending income		759	$	10,394,526

Expenses:
Management fees		2,293,597
Dividend disbursing and transfer agent fees and expenses		755,710
Distribution expenses – Class A		536,806
Distribution expenses – Class B		13,458
Distribution expenses – Class C		166,639
Distribution expenses – Class R		7,105
Accounting and administration expenses		141,756
Registration fees		50,148
Reports and statements to shareholders		49,859
Legal fees		45,163
Audit and tax		19,058
Trustees’ fees		15,836
Dues and services		6,232
Custodian fees		5,298
Consulting fees		2,373
Insurance fees		2,168
Pricing fees		1,374
Trustees’ expenses		603		4,113,183
Less fees waived				(292,463	)
Less waived distribution expenses – Class A				(89,468	)
Less waived distribution expenses – Class R				(1,184	)
Less expense paid indirectly				(473	)
Total operating expenses				3,729,595
Net Investment Income				6,664,931

Net Realized and Unrealized Gain (Loss):
Net realized gain on investments				4,817,080
Net change in unrealized appreciation (depreciation) of investments				(2,784,767	)
Net Realized and Unrealized Gain				2,032,313

Net Increase in Net Assets Resulting from Operations			$	8,697,244

See accompanying notes, which are an integral part of the financial statements.

Statements of changes in net assets
Delaware Value^® Fund

	Six Months			Year
	Ended			Ended
	5/31/12			11/30/11
	(Unaudited)
Increase (decrease) in Net Assets from Operations:
Net investment income	$	6,664,931		$	8,959,242
Net realized gain		4,817,080			16,061,480
Net change in unrealized appreciation (depreciation)		(2,784,767	)		33,529,498
Net increase in net assets resulting from operations		8,697,244			58,550,220

Dividends and Distributions to Shareholders from:
Net investment income:
Class A		(4,816,694	)		(5,436,548	)
Class B		(21,609	)		(27,461	)
Class C		(265,938	)		(219,075	)
Class R		(29,632	)		(27,399	)
Institutional Class		(4,369,550	)		(2,301,384	)
		(9,503,423	)		(8,011,867	)

Capital Share Transactions:
Proceeds from shares sold:
Class A		48,306,876			82,612,640
Class B		8,109			62,817
Class C		13,916,017			7,965,146
Class R		667,327			615,162
Institutional Class		220,770,995			153,131,404

Net assets from merger*:
Class A		650,193,937			—
Class B		6,398,421			—
Class C		20,808,551			—
Class R		1,777,133			—
Institutional Class		24,454,778			—

Net asset value of shares issued upon reinvestment
of dividends and distributions:
Class A		4,528,804			5,161,222
Class B		18,663			23,799
Class C		248,878			204,620
Class R		29,632			27,399
Institutional Class		3,680,677			2,181,853
		995,808,798			251,986,062

	Six Months			Year
	Ended			Ended
	5/31/12			11/30/11
	(Unaudited)
Capital Share Transactions (continued):
Cost of shares repurchased:
Class A	$	(42,777,969	)	$	(145,147,197	)
Class B		(368,060	)		(750,382	)
Class C		(3,036,731	)		(4,972,204	)
Class R		(314,998	)		(695,528	)
Institutional Class		(47,729,578	)		(59,378,578	)
		(94,227,336	)		(210,943,889	)
Increase in net assets derived from capital share transactions		901,581,462			41,042,173
Net Increase in Net Assets		900,775,283			91,580,526

Net Assets:
Beginning of period		519,397,053			427,816,527
End of period (including undistributed net investment
income of $5,523,974 and $8,362,466, respectively)	$	1,420,172,336		$	519,397,053

*See Note 7 in “Notes to financial statements.”

See accompanying notes, which are an integral part of the financial statements.

Financial highlights
Delaware Value^® Fund Class A

Selected data for each share of the Fund outstanding throughout each period were as follows:

Net asset value, beginning of period

Income (loss) from investment operations:

Net investment income²

Net realized and unrealized gain (loss)

Total from investment operations

Less dividends and distributions from:

Net investment income

Net realized gain

Total dividends and distributions

Net asset value, end of period

Total return³

Ratios and supplemental data:

Net assets, end of period (000 omitted)

Ratio of expenses to average net assets

prior to fees waived and expense paid indirectly

Ratio of net investment income to average net assets

prior to fees waived and expense paid indirectly

Portfolio turnover

¹Ratios have been annualized and portfolio turnover and total return have not been annualized.

²The average shares outstanding method has been applied for per share information.

³Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return during all of the periods shown reflects waivers by the manager and distributor. Performance would have been lower had the waivers not been in effect.

See accompanying notes, which are an integral part of the financial statements.

Six Months Ended			Year Ended
5/31/12¹			11/30/11		11/30/10		11/30/09		11/30/08		11/30/07
(Unaudited)
	$10.970		$9.820		$9.100		$7.760		$13.360		$13.470


	0.101		0.190		0.171		0.205		0.224		0.241
	0.523		1.139		0.738		1.389		(4.935	)	0.064
	0.624		1.329		0.909		1.594		(4.711	)	0.305


	(0.194	)	(0.179	)	(0.189	)	(0.254	)	(0.239	)	(0.191	)
	—		—		—		—		(0.650	)	(0.224	)
	(0.194	)	(0.179	)	(0.189	)	(0.254	)	(0.889	)	(0.415	)

	$11.400		$10.970		$9.820		$9.100		$7.760		$13.360

	5.76%		13.65%		10.16%		21.21%		(37.78%	)	2.25%


	$927,076		$274,050		$298,110		$302,849		$266,386		$420,120
	1.10%		1.10%		1.10%		1.07%		1.00%		1.00%

	1.23%		1.30%		1.32%		1.37%		1.26%		1.15%
	1.76%		1.78%		1.85%		2.60%		2.11%		1.75%

	1.63%		1.58%		1.63%		2.30%		1.85%		1.60%
	4%		24%		29%		27%		43%		24%

Financial highlights
Delaware Value^® Fund Class B

Selected data for each share of the Fund outstanding throughout each period were as follows:

Net asset value, beginning of period

Income (loss) from investment operations:

Net investment income²

Net realized and unrealized gain (loss)

Total from investment operations

Less dividends and distributions from:

Net investment income

Net realized gain

Total dividends and distributions

Net asset value, end of period

Total return³

Ratios and supplemental data:

Net assets, end of period (000 omitted)

Ratio of expenses to average net assets

prior to fees waived and expense paid indirectly

Ratio of net investment income to average net assets

prior to fees waived and expense paid indirectly

Portfolio turnover

¹Ratios have been annualized and portfolio turnover and total return have not been annualized.

²The average shares outstanding method has been applied for per share information.

³Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return during all of the periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes, which are an integral part of the financial statements.

Six Months Ended			Year Ended
5/31/12¹			11/30/11		11/30/10		11/30/09		11/30/08		11/30/07
(Unaudited)
	$10.880		$9.740		$9.050		$7.690		$13.240		$13.370


	0.058		0.109		0.101		0.146		0.142		0.138
	0.516		1.141		0.719		1.391		(4.905	)	0.055
	0.574		1.250		0.820		1.537		(4.763	)	0.193


	(0.114	)	(0.110	)	(0.130	)	(0.177	)	(0.137	)	(0.099	)
	—		—		—		—		(0.650	)	(0.224	)
	(0.114	)	(0.110	)	(0.130	)	(0.177	)	(0.787	)	(0.323	)

	$11.340		$10.880		$9.740		$9.050		$7.690		$13.240

	5.31%		12.90%		9.16%		20.44%		(38.25%	)	1.41%


	$8,102		$2,130		$2,513		$2,930		$3,279		$9,514
	1.85%		1.85%		1.85%		1.82%		1.75%		1.75%

	1.93%		2.00%		2.02%		2.07%		1.96%		1.85%
	1.01%		1.03%		1.10%		1.85%		1.36%		1.00%

	0.93%		0.88%		0.93%		1.60%		1.15%		0.90%
	4%		24%		29%		27%		43%		24%

Financial highlights
Delaware Value^® Fund Class C

Selected data for each share of the Fund outstanding throughout each period were as follows:

Net asset value, beginning of period

Income (loss) from investment operations:

Net investment income²

Net realized and unrealized gain (loss)

Total from investment operations

Less dividends and distributions from:

Net investment income

Net realized gain

Total dividends and distributions

Net asset value, end of period

Total return³

Ratios and supplemental data:

Net assets, end of period (000 omitted)

Ratio of expenses to average net assets

prior to fees waived and expense paid indirectly

Ratio of net investment income to average net assets

prior to fees waived and expense paid indirectly

Portfolio turnover

¹Ratios have been annualized and portfolio turnover and total return have not been annualized.

²The average shares outstanding method has been applied for per share information.

³Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return during all of the periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes, which are an integral part of the financial statements.

Six Months Ended			Year Ended
5/31/12¹			11/30/11		11/30/10		11/30/09		11/30/08		11/30/07
(Unaudited)
	$10.890		$9.750		$9.050		$7.690		$13.250		$13.370


	0.059		0.109		0.101		0.146		0.142		0.137
	0.515		1.141		0.729		1.391		(4.915	)	0.066
	0.574		1.250		0.830		1.537		(4.773	)	0.203


	(0.114	)	(0.110	)	(0.130	)	(0.177	)	(0.137	)	(0.099	)
	—		—		—		—		(0.650	)	(0.224	)
	(0.114	)	(0.110	)	(0.130	)	(0.177	)	(0.787	)	(0.323	)

	$11.350		$10.890		$9.750		$9.050		$7.690		$13.250

	5.31%		12.88%		9.28%		20.28%		(38.21%	)	1.49%


	$57,203		$24,928		$19,377		$23,925		$23,733		$65,890
	1.85%		1.85%		1.85%		1.82%		1.75%		1.75%

	1.93%		2.00%		2.02%		2.07%		1.96%		1.85%
	1.01%		1.03%		1.10%		1.85%		1.36%		1.00%

	0.93%		0.88%		0.93%		1.60%		1.15%		0.90%
	4%		24%		29%		27%		43%		24%

Financial highlights
Delaware Value^® Fund Class R

Selected data for each share of the Fund outstanding throughout each period were as follows:

Net asset value, beginning of period

Income (loss) from investment operations:
Net investment income²
Net realized and unrealized gain (loss)
Total from investment operations

Less dividends and distributions from:
Net investment income
Net realized gain
Total dividends and distributions

Net asset value, end of period

Total return³

Ratios and supplemental data:
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets
Ratio of expenses to average net assets prior to fees waived and expense paid indirectly
Ratio of net investment income to average net assets
Ratio of net investment income to average net assets prior to fees waived and expense paid indirectly
Portfolio turnover

¹ Ratios have been annualized and portfolio turnover and total return have not been annualized.

² The average shares outstanding method has been applied for per share information.

³ Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total investment return during all of the periods shown reflects waivers by the manager and distributor. Performance would have been lower had the waivers not been in effect.

See accompanying notes, which are an integral part of the financial statements.

Six Months Ended			Year Ended
5/31/12¹			11/30/11		11/30/10		11/30/09		11/30/08		11/30/07
(Unaudited)
	$10.950		$9.800		$9.090		$7.740		$13.320		$13.420


	0.081		0.163		0.148		0.185		0.197		0.207
	0.526		1.143		0.731		1.393		(4.923	)	0.057
	0.607		1.306		0.879		1.578		(4.726	)	0.264


	(0.167	)	(0.156	)	(0.169	)	(0.228	)	(0.204	)	(0.140	)
	—		—		—		—		(0.650	)	(0.224	)
	(0.167	)	(0.156	)	(0.169	)	(0.228	)	(0.854	)	(0.364	)

	$11.390		$10.950		$9.800		$9.090		$7.740		$13.320

	5.60%		13.43%		9.81%		20.98%		(37.90%	)	1.95%


	$4,124		$1,944		$1,816		$1,957		$1,669		$2,246
	1.35%		1.35%		1.35%		1.32%		1.25%		1.25%

	1.53%		1.60%		1.62%		1.67%		1.56%		1.45%
	1.51%		1.53%		1.60%		2.35%		1.86%		1.50%

	1.33%		1.28%		1.33%		2.00%		1.55%		1.30%
	4%		24%		29%		27%		43%		24%

Financial highlights
Delaware Value^® Fund Institutional Class

Selected data for each share of the Fund outstanding throughout each period were as follows:

Net asset value, beginning of period

Income (loss) from investment operations:
Net investment income²
Net realized and unrealized gain (loss)
Total from investment operations

Less dividends and distributions from:
Net investment income
Net realized gain
Total dividends and distributions

Net asset value, end of period

Total return³

Ratios and supplemental data:
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets
Ratio of expenses to average net assets prior to fees waived and expense paid indirectly
Ratio of net investment income to average net assets
Ratio of net investment income to average net assets prior to fees waived and expense paid indirectly
Portfolio turnover

¹ Ratios have been annualized and portfolio turnover and total return have not been annualized.

² The average shares outstanding method has been applied for per share information.

³ Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total investment return during all of the periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes, which are an integral part of the financial statements.

Six Months Ended			Year Ended
5/31/12¹			11/30/11		11/30/10		11/30/09		11/30/08		11/30/07
(Unaudited)
	$10.990		$9.830		$9.110		$7.770		$13.380		$13.500


	0.116		0.216		0.194		0.225		0.250		0.276
	0.525		1.146		0.735		1.394		(4.936	)	0.051
	0.641		1.362		0.929		1.619		(4.686	)	0.327


	(0.221	)	(0.202	)	(0.209	)	(0.279	)	(0.274	)	(0.223	)
	—		—		—		—		(0.650	)	(0.224	)
	(0.221	)	(0.202	)	(0.209	)	(0.279	)	(0.924	)	(0.447	)

	$11.410		$10.990		$9.830		$9.110		$7.770		$13.380

	5.91%		13.99%		10.39%		21.43%		(37.54%	)	2.41%


	$423,667		$216,345		$106,001		$80,373		$43,914		$126,023
	0.85%		0.85%		0.85%		0.82%		0.75%		0.75%

	0.93%		1.00%		1.02%		1.07%		0.96%		0.85%
	2.01%		2.03%		2.10%		2.85%		2.36%		2.00%

	1.93%		1.88%		1.93%		2.60%		2.15%		1.90%
	4%		24%		29%		27%		43%		24%

Notes to financial statements
Delaware Value^® Fund	May 31, 2012 (Unaudited)

Delaware Group^® Equity Funds II (Trust) is organized as a Delaware statutory trust and offers one series: Delaware Value Fund (Fund). The Trust is an open-end investment company. The Fund is considered diversified under the Investment Company Act of 1940, as amended, and offers Class A, Class B, Class C, Class R and Institutional Class shares. Class A shares are sold with a maximum front-end sales charge of up to 5.75%. Class A share purchases of $1,000,000 or more will incur a contingent deferred sales charge (CDSC) of up to 1% if redeemed during the first year and 0.50% during the second year, provided that Delaware Distributors, L.P. (DDLP) paid a financial advisor a commission on the purchase of those shares. Class B shares may only be purchased through dividend reinvestment and certain permitted exchanges. Prior to June 1, 2007, Class B shares were sold with a CDSC that declined from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. Class C shares are sold with a CDSC of 1%, if redeemed during the first twelve months. Class R and Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to certain eligible investors.

The investment objective of the Fund is to seek long-term capital appreciation.

1. Significant Accounting Policies

The following accounting policies are in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and are consistently followed by the Fund.

Security Valuation — Equity securities, except those traded on the Nasdaq Stock Market, Inc. (Nasdaq), are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange (NYSE) on the valuation date. Securities traded on the Nasdaq are valued in accordance with the Nasdaq Official Closing Price, which may not be the last sales price. If on a particular day an equity security does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. Short-term debt securities are valued using the evaluated mean. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Investment company securities are valued at net asset value per share. Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Fund’s Board of Trustees (Board). In determining whether market quotations are readily available or fair valuation will be used, various factors will be taken into consideration, such as market closures or suspension of trading in a security. The Fund may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before the Fund values its securities, generally as of 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Fund may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal Income Taxes — No provision for federal income taxes has been made as the Fund intends to continue to qualify for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to shareholders. The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (November 30, 2008–November 30, 2011), and has concluded that no provision for federal income tax is required in the Fund’s financial statements.

Class Accounting — Investment income, common expenses and realized and unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class.

Repurchase Agreements — The Fund may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Fund’s custodian or a third party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on May 31, 2012.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the fair value of investments, the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and the differences could be material.

Other — Expenses directly attributable to the Fund are charged directly to the Fund. Other expenses common to various funds within the Delaware Investments^® Family of Funds are generally allocated amongst such funds on the basis of average net assets. Management fees and some other expenses are paid monthly. Security transactions are recorded on the date the securities are purchased or sold (trade date) for financial reporting purposes. Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. The Fund declares and pays dividends from net investment income and distributions from net realized gain on investments, if any, annually. The Fund may distribute income dividends and capital gains more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on the ex-dividend date.

Notes to financial statements
Delaware Value^® Fund

1. Significant Accounting Policies (continued)

Subject to seeking best execution, the Fund may direct certain security trades to brokers who have agreed to rebate a portion of the related brokerage commission to the Fund in cash. In general, best execution refers to many factors, including the price paid or received for a security, the commission charged, the promptness and reliability of execution, the confidentiality and placement accorded the order, and other factors affecting the overall benefit obtained by the Fund on the transaction. There were no commission rebates for the six months ended May 31, 2012.

The Fund may receive earnings credits from its custodian when positive cash balances are maintained, which are used to offset custody fees. There were no earnings credits for the six months ended May 31, 2012.

The Fund receives earnings credits from its transfer agent when positive cash balances are maintained, which are used to offset transfer agent fees. The expense paid under this arrangement is included in dividend disbursing and transfer agent fees and expenses on the statement of operations with the corresponding expense offset shown as “expense paid indirectly.” For the six months ended May 31, 2012, the Fund earned $473 under this agreement.

2.	Investment Management, Administration Agreements and Other Transactions with Affiliates

In accordance with the terms of its investment management agreement, the Fund pays Delaware Management Company (DMC), a series of Delaware Management Business Trust and the investment manager, an annual fee which is calculated daily at the rate of 0.65% on the first $500 million of average daily net assets of the Fund, 0.60% on the next $500 million, 0.55% on the next $1.5 billion, and 0.50% on average daily net assets in excess of $2.5 billion.

DMC has contractually agreed to waive that portion, if any, of its management fee and reimburse the Fund to the extent necessary to ensure that total annual operating expenses (excluding any 12b-1 plan expenses, taxes, interest, inverse floater program expenses, brokerage fees, certain insurance costs, and nonroutine expenses or costs including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations (collectively, nonroutine expenses)) do not exceed 0.85% of average daily net assets of the Fund through May 31, 2013. For purposes of this waiver and reimbursement, nonroutine expenses may also include such additional costs and expenses as may be agreed upon from time to time by the Fund’s Board and DMC. This expense waiver and reimbursement applies only to expenses paid directly by the Fund.

Delaware Service Company, Inc. (DSC), an affiliate of DMC, provides fund accounting and financial administration oversight services to the Fund. For these services, the Fund pays DSC fees based on the aggregate daily net assets of the Delaware Investments^® Family of Funds at the following annual rate: 0.0050% of the first $30 billion; 0.0045% of the next $10 billion; 0.0040% of the next $10 billion; and 0.0025% of aggregate average daily net assets in excess of $50 billion. The fees payable to DSC under the service agreement described above are allocated among all Funds in

the Delaware Investments^® Family of Funds on a relative net asset value basis. For the six months ended May 31, 2012, the Fund was charged $17,789 for these services.

DSC also provides dividend disbursing and transfer agency services. The Fund pays DSC a monthly asset-based fee for these services.

Pursuant to a distribution agreement and distribution plan, the Fund pays DDLP, the distributor and an affiliate of DMC, an annual distribution and service fee not to exceed 0.30% of the average daily net assets of the Class A shares, 1.00% of the average daily net assets of the Class B and C shares and 0.60% of the average daily net assets of Class R shares. Institutional Class shares pay no distribution and service expenses. The Board has adopted a formula for calculating 12b-1 plan fees for the Fund’s Class A shares that went into effect on May 11, 2012. The total 12b-1 fees to be paid by Class A shareholders of the Fund will be the sum of: (i) 0.10% of the average daily net assets representing shares that were acquired prior to May 2, 1994, and (ii) 0.30% of the average daily net assets representing shares that were acquired on or after May 2, 1994 (which has been contractually waived down to 0.25% through May 30, 2013). All Class A shareholders will bear 12b-1 fees at the same rate, the blended rate based upon the allocation of the rates described above. DDLP has contracted to limit distribution and service fees through May 31, 2013 in order to prevent distribution and service fees of Class R shares from exceeding 0.50%, of average daily net assets.

At May 31, 2012, the Fund had liabilities payable to affiliates as follows:

Investment management fee payable to DMC	$	736,183
Dividend disbursing, transfer agent and fund accounting oversight fees and other expenses payable to DSC		34,033
Distribution fees payable to DDLP		271,794
Other expenses payable to DMC and affiliates*		119,758

*DMC, as part of its administrative services, pays operating expenses on behalf of the Fund and is reimbursed on a periodic basis. Expenses include items such as printing of shareholder reports, fees for audit, legal and tax services, registration fees and trustees’ fees.

As provided in the investment management agreement, the Fund bears the cost of certain legal and tax services, including internal legal and tax services provided to the Fund by DMC and/or its affiliates’ employees. For the six months ended May 31, 2012, the Fund was charged $ 15,880 for internal legal and tax services provided by DMC and/or its affiliates’ employees.

For the six months ended May 31, 2012, DDLP earned $22,701 for commissions on sales of the Fund’s Class A shares. For the six months ended May 31, 2012, DDLP received gross CDSC commissions of $ 3, $ 673 and $ 700 on redemption of the Fund’s Class A, Class B and Class C shares, respectively, and these commissions were entirely used to offset up-front commissions previously paid by DDLP to broker/dealers on sales of those shares.

Trustees’ fees include expenses accrued by the Fund for each Trustee’s retainer and meeting fees. Certain officers of DMC, DSC and DDLP are officers and/or Trustees of the Trust. These officers and Trustees are paid no compensation by the Fund.

Notes to financial statements
Delaware Value^® Fund

3. Investments

For the six months ended May 31, 2012, the Fund made purchases of $191,115,378 and sales of $30,534,612 of investment securities other than short-term investments.

At May 31, 2012, the cost of investments for federal income tax purposes has been estimated since the final tax characteristics cannot be determined until fiscal year end. At May 31, 2012, the cost of investments was $1,235,667,673. At May 31, 2012, the net unrealized appreciation was $174,995,780, of which $233,711,459 related to unrealized appreciation of investments and $58,715,679 related to unrealized depreciation of investments.

U.S. GAAP defines fair value as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. A three level hierarchy for fair value measurements has been established based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The Fund’s investment in its entirety is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three level hierarchy of inputs is summarized below.

Level 1	–	inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, options contracts)

Level 2	–	other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)

Level 3	–	inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., broker-quoted securities, fair valued securities)

Level 3 investments are valued using significant unobservable inputs, including related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. The Fund may also use an income-based valuation approach in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the

nature or duration of any restrictions on the disposition of the investments. Valuations may also be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry. The derived value of a Level 3 investment may not represent the value which is received upon disposition and this could impact the results of operations.

The following table summarizes the valuation of the Fund’s investments by fair value hierarchy levels as of May 31, 2012:

	Level 1		Level 2		Level 3				Total
Common Stock	$	1,352,245,803	$	—		$	—	$	1,352,245,803
Short-Term Investments		—		58,196,595			—		58,196,595
Securities Lending Collateral		—		221,055			—		221,055
Total	$	1,352,245,803	$	58,417,650		$	—	$	1,410,663,453

The value of Level 3 investments was zero at the beginning and end of the period and there was no change in unrealized appreciation (depreciation).

A reconciliation of Level 3 investments is presented when the Fund had a significant amount of Level 3 investments at the beginning, interim or end of the period in relation to net assets.

During the six months ended May 31, 2012, there were no transfers between Level 1 Investments, Level 2 investments or Level 3 investments that had a material impact to the Fund. The Fund’s policy is to recognize transfers between levels at the beginning of the reporting period.

In May 2011, the Financial Accounting Standards Board (FASB) issued ASU No. 2011-04 modifying Topic 820, Fair Value Measurements and Disclosures. ASU No. 2011-04 requires reporting entities to disclose i) the amounts of any transfers between Level 1 and Level 2, and the reasons for the transfers, and ii) for Level 3 fair value measurements: (a) quantitative information about significant unobservable inputs used, (b) a description of the valuation processes used by the reporting entity and (c) a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs if a change in those inputs might result in a significantly higher or lower fair value measurement. The effective date of ASU No. 2011-04 is for interim and annual periods beginning after December 15, 2011. Management is currently evaluating the implications of this guidance and the impact it will have on the financial statement amounts and footnote disclosures, if any.

4. Dividend and Distribution Information

Income and long-term capital gain distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. Additionally, distributions from net short-term gains on sales of investment securities are treated as ordinary income for federal income tax purposes. The tax character of dividends and distributions paid during the six months ended May 31, 2012 and the year ended November 30, 2011 was as follows:

	Six Months Ended	Year Ended
	5/31/12*	11/30/11
Ordinary income	$9,503,423	$	8,011,867

*Tax information for the six months ended May 31, 2012 is an estimate and the tax character of dividends and distributions may be redesignated at fiscal year end.

Notes to financial statements
Delaware Value^® Fund

5. Components of Net Assets on a Tax Basis

The components of net assets are estimated since final tax characteristics cannot be determined until fiscal year end. As of May 31, 2012, the estimated components of net assets on a tax basis were as follows:

Shares of beneficial interest	$	1,509,154,154
Undistributed ordinary income		5,523,974
Capital loss carryforwards as of 11/30/11*		(272,436,156	)
Realized gains 12/1/11 – 5/31/12		2,934,584
Unrealized appreciation		174,995,780
Net assets	$	1,420,172,336

*The amount of this loss which can be utilized in subsequent years is subject to an annual limitation in accordance with the Internal Revenue Code due to the Fund merger with Delaware Large Cap Value Fund on May 11, 2012. See Note 7.

The differences between book basis and tax basis components of net assets are primarily attributable to tax deferral of losses on wash sales.

For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. Capital loss carryforwards remaining at November 30, 2011 will expire as follows: $199,690,371 expires in 2016 and $72,745,785 expires in 2017.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the Act) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. The changes are generally effective for taxable years beginning after the date of enactment. Under the Act, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under previous regulation.

For the six months ended May 31, 2012, the Fund had capital gains of $2,934,584, which may reduce the capital loss carryforwards.

6. Capital Shares

Transactions in capital shares were as follows:

	Six Months		Year
	Ended		Ended
	5/31/12		11/30/11
Shares sold:
Class A	4,146,174		7,692,602
Class B	800		6,172
Class C	1,208,255		749,989
Class R	57,489		57,366
Institutional Class	19,167,950		14,372,945

Shares from merger:
Class A	55,477,298		—
Class B	548,280		—
Class C	1,781,554		—
Class R	151,762		—
Institutional Class	2,084,806		—

Shares issued upon reinvestment of dividends and distributions:
Class A	412,459		500,603
Class B	1,701		2,311
Class C	22,687		19,847
Class R	2,699		2,658
Institutional Class	335,217		211,625
	85,399,131		23,616,118

Shares repurchased:
Class A	(3,702,743	)	(13,584,961	)
Class B	(32,225	)	(70,691	)
Class C	(263,967	)	(467,727	)
Class R	(27,435	)	(67,713	)
Institutional Class	(4,133,358	)	(5,684,971	)
	(8,159,728	)	(19,876,063	)
Net increase	77,239,403		3,740,055

For the six months ended May 31, 2012 and the year ended November 30, 2011, 3,505 Class B shares were converted to 3,484 Class A shares valued at $39,769 and 8,546 Class B shares were converted to 8,504 Class A shares valued at $91,337, respectively. The respective amounts are included in Class B redemptions and Class A subscriptions in the table above and in the statements of changes in net assets.

Notes to financial statements
Delaware Value^® Fund

7. Fund Merger

On May 11, 2012, the Fund acquired all of the assets of the Delaware Large Cap Value Fund (Acquired Fund), an open-end investment company, in exchange for the shares of the Fund (Acquiring Fund) pursuant to a Plan of Reorganization (Reorganization). The shareholders of the Acquired Fund received shares of the Acquiring Fund equal to the aggregate net asset value of shares in the Acquired Fund prior to the Reorganization, as shown in the following table:

	Acquiring	Acquired
	Fund Shares	Fund Shares	Value
Class A	55,477,298	38,375,155	$	650,193,937
Class B	548,280	380,474		6,398,421
Class C	1,781,554	1,227,391		20,808,551
Class R	151,762	104,979		1,777,133
Institutional Class	2,084,806	1,444,237		24,454,778

The Reorganization was treated as a non-taxable event and, accordingly, the Acquired Fund’s basis in securities acquired reflected historical cost basis as of the date of transfer. The net assets, net unrealized appreciation and accumulated net realized loss of the Acquired Fund as of the close of business on May 11, 2012, were as follows:

Net assets	$	703,632,820
Accumulated net realized loss		(176,510,238	)
Net unrealized appreciation		115,023,072

The net assets of the Acquiring Fund before the acquisition were $748,139,416. The net assets of the Acquiring Fund immediately following the acquisition were $1,451,772,236.

Assuming that the acquisition had been completed on December 1, 2011, the beginning of the Acquiring Fund’s reporting period, the Acquiring Fund’s pro forma results of operations for the six months ended May 31, 2012, are as follows:

Net investment income	$	11,860,508
Net realized gain on investments		12,023,938
Change in unrealized appreciation		43,714,272
Net increase in net assets resulting from operations		67,598,718

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the Acquired Fund that have been included in the Fund’s statement of operations since May 11, 2012.

8. Line of Credit

The Fund, along with certain other funds in the Delaware Investments^® Family of Funds (Participants), is a participant in a $125,000,000 revolving line of credit to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. Under the agreement, the Participants are charged an annual commitment fee, which is allocated across the Participants on the basis of each Participant’s allocation of the entire facility. The Participants are permitted to borrow up to a maximum of one third of their net assets under the agreement. The line of credit under the agreement expires on November 13, 2012. The Fund had no amounts outstanding as of May 31, 2012, or at any time during the period then ended.

9. Securities Lending

The Fund, along with other funds in the Delaware Investments^® Family of Funds, may lend its securities pursuant to a security lending agreement (Lending Agreement) with The Bank of New York Mellon (BNY Mellon). At the time a security is loaned, the borrower must post collateral equal to the required percentage of the market value of the loaned security, including any accrued interest. The required percentage is: (i) 102% with respect to U.S. securities and foreign securities that are denominated and payable in U.S. dollars; and (ii) 105% with respect to foreign securities. With respect to each loan, if on any business day the aggregate market value of securities collateral plus cash collateral held is less than the aggregate market value of the securities which are the subject of such loan, the borrower will be notified to provide additional collateral by the end of the following business day which, together with the collateral already held, will be not less than the applicable initial collateral requirements for such security loan. If the aggregate market value of securities collateral and cash collateral held with respect to a security loan exceeds the applicable initial collateral requirement, upon request of the borrower BNY Mellon must return enough collateral to the borrower by the end of the following business day to reduce the value of the remaining collateral to the applicable initial collateral requirement for such security loan. As a result of the foregoing, the value of the collateral held with respect to a loaned security may be temporarily more or less than the value of the security on loan.

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by DMC that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity of 60 days or less. Effective April 20, 2009, BNY Mellon transferred the assets of the Fund’s previous collateral investment pool other than cash and assets with a maturity of one business day or less to the BNY Mellon SL DBT II Liquidating Fund (Liquidating Fund), effectively bifurcating the previous collateral investment pool. The Fund’s exposure to the Liquidating Fund is expected to decrease as the Liquidating Fund’s assets mature or are sold. In October 2008, BNY Mellon

Notes to financial statements
Delaware Value^® Fund

9. Securities Lending (continued)

transferred certain distressed securities from the previous collateral investment pool into the Mellon GSL Reinvestment Trust II. The Fund can also accept U.S. government securities and letters of credit (non-cash collateral) in connection with securities loans. In the event of default or bankruptcy by the lending agent, realization and/or retention of the collateral may be subject to legal proceedings. In the event the borrower fails to return loaned securities and the collateral received is insufficient to cover the value of the loaned securities and provided such collateral shortfall is not the result of investment losses, the lending agent has agreed to pay the amount of the shortfall to the Fund or, at the discretion of the lending agent, replace the loaned securities. The Fund continues to record dividends or interest, as applicable, on the securities loaned and is subject to changes in value of the securities loaned that may occur during the term of the loan. The Fund has the right under the Lending Agreement to recover the securities from the borrower on demand. With respect to security loans collateralized by non-cash collateral, the Fund receives loan premiums paid by the borrower. With respect to security loans collateralized by cash collateral, the earnings from the collateral investments are shared among the Fund, the security lending agent and the borrower. The Fund records security lending income net of allocations to the security lending agent and the borrower.

The Collective Trust used for the investment of cash collateral received from borrowers of securities seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Fund may incur investment losses as a result of investing securities lending collateral in the Collective Trust or another collateral investment pool. This could occur if an investment in a collateral investment pool defaulted or if it were necessary to liquidate assets in the collateral investment pool to meet returns on outstanding security loans at a time when the collateral investment pool’s net asset value per unit was less than $1.00. Under those circumstances, the Fund may not receive an amount from the collateral investment pool that is equal in amount to the collateral the Fund would be required to return to the borrower of the securities and the Fund would be required to make up for this shortfall.

At May 31, 2012, the value of securities on loan was $373,781 for which cash collateral was received and invested in accordance with the Lending Agreement. At May 31, 2012, the value of invested collateral was $221,055. These investments are presented on the statement of net assets under the caption “Securities Lending Collateral.”

10. Credit and Market Risk

The Fund may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Fund from disposing of them in a timely

manner and at a fair price when it is necessary or desirable to do so. While maintaining oversight, the Fund’s Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Fund’s limitation on investments in illiquid securities. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the Fund’s 15% limit on investments in illiquid securities. As of May 31, 2012, there were no Rule 144A securities. Illiquid securities have been identified on the statement of net assets.

11. Contractual Obligations

The Fund enters into contracts in the normal course of business that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

12. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to May 31, 2012, that would require recognition or disclosure in the Fund’ financial statements.

Other Fund information
(Unaudited)
Delaware Value^® Fund

Change in Independent Registered Public Accounting Firm

Due to independence matters under the Securities and Exchange Commission’s auditor independence rules relating to the January 4, 2010 acquisition of Delaware Investments (including DMC, DDLP and DSC) by Macquarie Group, Ernst & Young LLP (E&Y) has resigned as the independent registered public accounting firm for Delaware Group^® Equity Funds II (the Trust) effective May 20, 2010. At a meeting held on May 20, 2010, the Board of Trustees of the Trust, upon recommendation of the Audit Committee, selected PricewaterhouseCoopers LLP (PwC) to serve as the independent registered public accounting firm for the Trust for the fiscal year ending November 30, 2010. During the fiscal years ended November 30, 2009 and 2008, E&Y’s audit reports on the financial statements of the Trust did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. In addition, there were no disagreements between the Trust and E&Y on accounting principles, financial statements disclosures or audit scope, which, if not resolved to the satisfaction of E&Y, would have caused them to make reference to the disagreement in their reports. Neither the Trust nor anyone on its behalf has consulted with PwC at any time prior to their selection with respect to the application of accounting principles to a specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Trust’s financial statements.

About the organization

Board of trustees
Patrick P. Coyne Chairman, President, and Chief Executive Officer Delaware Investments^® Family of Funds Philadelphia, PA Thomas L. Bennett Private Investor Rosemont, PA John A. Fry President Drexel University Philadelphia, PA	Anthony D. Knerr Founder and Managing Director Anthony Knerr & Associates New York, NY Lucinda S. Landreth Former Chief Investment Officer Assurant, Inc. Philadelphia, PA	Ann R. Leven Consultant ARL Associates New York, NY Frances A. Sevilla-Sacasa Chief Executive Officer Banco Itaú Europa International Miami, FL	Janet L. Yeomans Vice President and Treasurer 3M Corporation St. Paul, MN J. Richard Zecher Founder Investor Analytics Scottsdale, AZ

Affiliated officers
David F. Connor Vice President, Deputy General Counsel, and Secretary Delaware Investments Family of Funds Philadelphia, PA	Daniel V. Geatens Vice President and Treasurer Delaware Investments Family of Funds Philadelphia, PA	David P. O’Connor Executive Vice President, General Counsel and Chief Legal Officer Delaware Investments Family of Funds Philadelphia, PA	Richard Salus Senior Vice President and Chief Financial Officer Delaware Investments Family of Funds Philadelphia, PA

This semiannual report is for the information of Delaware Value® Fund shareholders, but it may be used with prospective investors when preceded or accompanied by the Delaware Investments Fund fact sheet for the most recently completed calendar quarter. These documents are available at www.delawareinvestments.com.

Delaware Investments is the marketing name of Delaware Management Holdings, Inc. and its subsidiaries.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities are available without charge (i) upon request, by calling 800 523-1918; and (ii) on the SEC’s website at www.sec.gov. In addition, a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities and the Fund’s Schedule of Investments are available without charge on the Fund’s website at www.delawareinvestments.com. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C.; information on the operation of the Public Reference Room may be obtained by calling 800 SEC-0330.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at www.delawareinvestments.com; and (ii) on the SEC’s website at www.sec.gov.

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Included as part of report to shareholders filed under Item 1 of this Form N-CSR.

(b) Divestment of securities in accordance with Section 13(c) of the Investment Company Act of 1940.

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 11. Controls and Procedures

The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of the filing of this report and have concluded that they are effective in providing reasonable assurance that the information required to be disclosed by the registrant in its reports or statements filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

There were no significant changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by the report to stockholders included herein (i.e., the registrant’s second fiscal quarter) that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits

(a) (1) Code of Ethics

Not applicable.

(2) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2 under the Investment Company Act of 1940 are attached hereto as Exhibit 99.CERT.

(3) Written solicitations to purchase securities pursuant to Rule 23c-1 under the Securities Exchange Act of 1934.

Not applicable.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are furnished herewith as Exhibit 99.906CERT.

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 GROUP^® EQUITY FUNDS II

/s/ PATRICK P. COYNE
By:	Patrick P. Coyne
Title:	Chief Executive Officer
Date:	August 1, 2012

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.

/s/ PATRICK P. COYNE
By:	Patrick P. Coyne
Title:	Chief Executive Officer
Date:	August 1, 2012

/s/ RICHARD SALUS
By:	Richard Salus
Title:	Chief Financial Officer
Date:	August 1, 2012

EX-99.CERT 2 exhibit99-cert.htm CERTIFICATION

EXHIBIT 99.CERT

CERTIFICATION

I, Patrick P. Coyne, certify that:

1.	I have reviewed this report on Form N-CSR of Delaware Group^® Equity Funds II;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

		(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

		(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

		(c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

		(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

		(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

		(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 1, 2012

/s/ PATRICK P. COYNE
By:	Patrick P. Coyne
Title:	Chief Executive Officer

CERTIFICATION

I, Richard Salus, certify that:

1.	I have reviewed this report on Form N-CSR of Delaware Group^® Equity Funds II;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

		(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

		(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

		(c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

		(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

		(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

		(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 1, 2012

/s/ RICHARD SALUS
By:	Richard Salus
Title:	Chief Financial Officer

EX-99.906 CERT 3 exhibit99-906cert.htm CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 99.906CERT

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the attached report of the registrant on Form N-CSR to be filed with the Securities and Exchange Commission (the “Report”), each of the undersigned officers of the registrant does hereby certify, to the best of such officer’s knowledge, that:

1.		The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

2.		The information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the registrant as of, and for, the periods presented in the Report.

Date: August 1, 2012

/s/ PATRICK P. COYNE
By:	Patrick P. Coyne
Title:	Chief Executive Officer

/s/ RICHARD SALUS
By:	Richard Salus
Title:	Chief Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the SEC or its staff upon request.

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