N-CSRS 1 degrpequityfundii_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, 2015



Item 1. Reports to Stockholders

Table of Contents

LOGO

 

Semiannual report

U.S. value equity mutual fund

Delaware Value® Fund

May 31, 2015

 

 

 

 

 

 

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 its summary prospectus, which may be obtained by visiting delawareinvestments.com or calling 800 523-1918. Investors should read the prospectus and the summary prospectus carefully before investing.

You can obtain shareholder reports and prospectuses online instead of in the mail.

Visit delawareinvestments.com/edelivery.


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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 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   

Schedule of investments

  4   

Statement of assets and liabilities

  8   

Statement of operations

  10   

Statements of changes in net assets

  12   

Financial highlights

  14   

Notes to financial statements

  22   

Other Fund information

  32   

About the organization

  36   

Unless otherwise noted, views expressed herein are current as of May 31, 2015, and subject to change for events occurring after such date.

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.

© 2015 Delaware Management Holdings, Inc.

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

 


Table of Contents

Disclosure of Fund expenses

For the six-month period from December 1, 2014 to May 31, 2015 (Unaudited)

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 Dec. 1, 2014 to May 31, 2015.

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 expenses shown in the table assume reinvestment of all dividends and distributions.

 

1


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Disclosure of Fund expenses

For the six-month period from December 1, 2014 to May 31, 2015 (Unaudited)

Delaware Value® Fund

Expense analysis of an investment of $1,000

 

     

Beginning

 

Account Value

 

12/1/14

  

Ending

 

Account Value

 

5/31/15

  

Annualized

 

Expense Ratio

 

Expenses  

 

Paid During Period  

 

12/1/14 to 5/31/15*  

Actual Fund return

                  

Class A

     $ 1,000.00        $ 1,043.80          0.99 %     $ 5.04  

Class C

       1,000.00          1,040.00          1.74 %       8.85  

Class R

       1,000.00          1,042.50          1.24 %       6.31  

Institutional Class

       1,000.00          1,045.00          0.74 %       3.77  

Hypothetical 5% return (5% return before expenses)

  

Class A

     $ 1,000.00        $ 1,020.00          0.99 %     $ 4.99  

Class C

       1,000.00          1,016.26          1.74 %       8.75  

Class R

       1,000.00          1,018.75          1.24 %       6.24  

Institutional Class

       1,000.00          1,021.24          0.74 %       3.73  

 

* “Expenses Paid During Period” are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

 

  Because actual returns reflect only the most recent six-month period, the returns shown may differ significantly from fiscal year returns.

 

2


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Security type / sector allocation and top 10 equity holdings

Delaware Value® Fund As of May 31, 2015 (Unaudited)

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

    98.61 %

Consumer Discretionary

    6.05 %

Consumer Staples

    12.35 %

Energy

    13.71 %

Financials

    11.89 %

Healthcare

    18.07 %

Industrials

    8.89 %

Information Technology

    15.71 %

Materials

    2.99 %

Telecommunications

    5.97 %

Utilities

    2.98 %

Short-Term Investments

    1.14 %

Total Value of Securities

    99.75 %

Receivables and Other Assets Net of Liabilities

    0.25 %

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           

Broadcom Class A

    3.72 %

Mondelez International

    3.25 %

Archer-Daniels-Midland

    3.14 %

Intel

    3.12 %

Quest Diagnostics

    3.10 %

Johnson Controls

    3.08 %

Merck

    3.05 %

Pfizer

    3.01 %

Cisco Systems

    3.01 %

Occidental Petroleum

 

   

 

3.01

 

%

 

 

3


Table of Contents

Schedule of investments

Delaware Value® Fund    May 31, 2015 (Unaudited)

 

     Number of shares      Value (U.S. $)  

 

 

Common Stock – 98.61%

     

 

 

Consumer Discretionary – 6.05%

     

Johnson Controls

     5,202,681       $ 270,643,466   

Lowe’s

     3,732,466         261,197,971   
     

 

 

 
        531,841,437   
     

 

 

 

Consumer Staples – 12.35%

     

Archer-Daniels-Midland

     5,231,437         276,481,445   

CVS Health

     2,544,702         260,526,591   

Kraft Foods Group

     3,119,662         263,455,456   

Mondelez International

     6,882,860         286,258,147   
     

 

 

 
          1,086,721,639   
     

 

 

 

Energy – 13.71%

     

Chevron

     2,333,624         240,363,272   

ConocoPhillips

     3,996,184         254,476,997   

Halliburton

     4,977,399         225,973,915   

Marathon Oil

     8,118,552         220,743,429   

Occidental Petroleum

     3,381,722         264,416,843   
     

 

 

 
        1,205,974,456   
     

 

 

 

Financials – 11.89%

     

Allstate

     3,875,219         260,879,743   

Bank of New York Mellon

     6,029,874         261,455,337   

BB&T

     6,677,723         263,569,727   

Marsh & McLennan

     4,463,987         259,937,963   
     

 

 

 
        1,045,842,770   
     

 

 

 

Healthcare – 18.07%

     

Baxter International

     3,888,405         259,006,657   

Cardinal Health

     2,988,044         263,455,839   

Johnson & Johnson

     2,601,412         260,505,398   

Merck

     4,411,642         268,624,881   

Pfizer

     7,624,158         264,939,491   

Quest Diagnostics

     3,627,685         272,910,743   
     

 

 

 
        1,589,443,009   
     

 

 

 

Industrials – 8.89%

     

Northrop Grumman

     1,649,732         262,604,340   

Raytheon

     2,502,234         258,380,683   

Waste Management

     5,251,299         260,726,995   
     

 

 

 
        781,712,018   
     

 

 

 

Information Technology – 15.71%

     

Broadcom Class A

     5,758,954         327,396,534   

CA

     8,437,177         256,912,040   

Cisco Systems

     9,038,547         264,919,813   

 

4


Table of Contents

 

 

     Number of shares      Value (U.S. $)  

 

 

Common Stock (continued)

 

 

Information Technology (continued)

Intel

  7,962,433    $ 274,385,441   

Xerox

  22,657,436      258,747,919   
     

 

 

 
  1,382,361,747   
     

 

 

 

Materials – 2.99%

duPont (E.I.) deNemours

  3,700,504      262,772,789   
     

 

 

 
  262,772,789   
     

 

 

 

Telecommunications – 5.97%

AT&T

  7,611,908      262,915,302   

Verizon Communications

  5,307,233      262,389,599   
     

 

 

 
  525,304,901   
     

 

 

 

Utilities – 2.98%

Edison International

  4,305,498      261,817,333   
     

 

 

 
  261,817,333   
     

 

 

 

Total Common Stock (cost $6,941,799,795)

  8,673,792,099   
     

 

 

 
    

 

Principal amount°

        

 

 

Short-Term Investments – 1.14%

 

 

Discount Notes – 0.36%

Federal Home Loan Bank

0.05% 6/1/15

  12,355,938      12,355,938   

0.065% 6/5/15

  5,470,493      5,470,487   

0.08% 7/17/15

  6,071,599      6,071,369   

0.08% 7/22/15

  8,095,466      8,095,117   
     

 

 

 
  31,992,911   
     

 

 

 

Repurchase Agreements – 0.78%

Bank of America Merrill Lynch
0.04%, dated 5/29/15, to be repurchased on 6/1/15, repurchase price $24,341,939 (collateralized by U.S. government obligations 0.50%–1.375% 7/31/16–2/29/20; market value $24,828,697)

  24,341,858      24,341,858   

Bank of Montreal
0.08%, dated 5/29/15, to be repurchased on 6/1/15, repurchase price $20,285,017 (collateralized by U.S. government obligations 0.00%–9.125% 11/12/15–5/15/45; market value $20,690,581)

  20,284,882      20,284,882   

 

5


Table of Contents

Schedule of investments

Delaware Value® Fund

 

     Principal amount°      Value (U.S. $)  

 

 

Short-Term Investments (continued)

 

 

Repurchase Agreements (continued)

BNP Paribas
0.09%, dated 5/29/15, to be repurchased on 6/1/15, repurchase price $24,037,441 (collateralized by U.S. government obligations 0.00%–8.75% 7/23/15–5/15/45; market value $24,518,007)

  24,037,260    $ 24,037,260   
     

 

 

 
  68,664,000   
     

 

 

 

Total Short-Term Investments (cost $100,655,917)

  100,656,911   
     

 

 

 

Total Value of Securities – 99.75%
(cost $7,042,455,712)

$ 8,774,449,010   
     

 

 

 

 

The rate shown is the effective yield at the time of purchase.

 

° Principal amount shown is stated in U.S. dollars unless noted that the security is denominated in another currency.

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

 

6


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Statement of assets and liabilities

Delaware Value® Fund May 31, 2015 (Unaudited)

 

Assets:

Investments, at value1

$ 8,673,792,099   

Short-term investments, at value2

  100,656,911   

Receivable for fund shares sold

  53,176,060   

Dividends and interest receivable

  25,305,914   
  

 

 

 

Total assets

  8,852,930,984   
  

 

 

 

Liabilities:

Cash overdraft

  292   

Payable for securities purchased

  38,897,514   

Payable for fund shares redeemed

  9,614,421   

Income distribution payable

  431   

Investment management fees payable

  3,822,941   

Other accrued expenses

  2,677,311   

Distribution fees payable to affiliates

  1,095,868   

Other affiliates payable

  565,983   

Trustees’ fees and expenses payable

  59,273   
  

 

 

 

Total liabilities

  56,734,034   
  

 

 

 

Total Net Assets

$ 8,796,196,950   
  

 

 

 

Net Assets Consist of:

Paid-in capital

$ 7,125,737,786   

Undistributed net investment income

  26,888,072   

Accumulated net realized loss on investments

  (88,422,206

Net unrealized appreciation of investments

  1,731,993,298   
  

 

 

 

Total Net Assets

$ 8,796,196,950   
  

 

 

 

 

8


Table of Contents

 

 

Net Asset Value

  

Class A:

  

Net assets

   $ 2,895,713,114   

Shares of beneficial interest outstanding, unlimited authorization, no par

     153,433,660   

Net asset value per share

   $ 18.87   

Sales charge

     5.75

Offering price per share, equal to net asset value per share / (1 – sales charge)

   $ 20.02   

Class C:

  

Net assets

   $ 574,230,499   

Shares of beneficial interest outstanding, unlimited authorization, no par

     30,510,638   

Net asset value per share

   $ 18.82   

Class R:

  

Net assets

   $ 64,829,413   

Shares of beneficial interest outstanding, unlimited authorization, no par

     3,438,120   

Net asset value per share

   $ 18.86   

Institutional Class:

  

Net assets

   $ 5,261,423,924   

Shares of beneficial interest outstanding, unlimited authorization, no par

     278,733,702   

Net asset value per share

   $ 18.88   

 

                                   

  

1Investments, at cost

   $ 6,941,799,795   

2Short-term investments, at cost

     100,655,917   

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

 

9


Table of Contents

Statement of operations

Delaware Value® Fund Six months ended May 31, 2015 (Unaudited)

 

Investment Income:

Dividends

$ 99,365,980   

Interest

  61,580   
  

 

 

 
  99,427,560   
  

 

 

 

Expenses:

Management fees

  20,314,703   

Distribution expenses – Class A

  3,245,052   

Distribution expenses – Class C

  2,474,244   

Distribution expenses – Class R

  124,393   

Dividend disbursing and transfer agent fees and expenses

  4,818,017   

Accounting and administration expenses

  1,229,048   

Reports and statements to shareholders

  1,193,694   

Registration fees

  381,592   

Legal fees

  291,097   

Trustees’ fees and expenses

  185,667   

Custodian fees

  157,615   

Audit and tax

  15,963   

Other

  79,236   
  

 

 

 
  34,510,321   

Less expense paid indirectly

  (1,664
  

 

 

 

Total operating expenses

  34,508,657   
  

 

 

 

Net Investment Income

  64,918,903   
  

 

 

 

Net Realized and Unrealized Gain:

Net realized gain

  33,231,717   

Net change in unrealized appreciation (depreciation) of investments

  245,004,201   
  

 

 

 

Net Realized and Unrealized Gain

  278,235,918   
  

 

 

 

Net Increase in Net Assets Resulting from Operations

$ 343,154,821   
  

 

 

 

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

 

10


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Statements of changes in net assets

Delaware Value® Fund

 

     Six months        
     ended        
     5/31/15     Year ended  
     (Unaudited)     11/30/14  

Increase in Net Assets from Operations:

    

Net investment income

   $ 64,918,903      $ 82,333,486   

Net realized gain

     33,231,717        73,154,385   

Net change in unrealized appreciation (depreciation)

     245,004,201        579,755,801   
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

  343,154,821      735,243,672   
  

 

 

   

 

 

 

Dividends and Distributions to Shareholders from:

Net investment income:

Class A

  (17,390,721   (26,900,014

Class B

       (41,557

Class C

  (1,406,010   (1,732,083

Class R

  (250,797   (233,991

Institutional Class

  (34,767,679   (45,342,234
  

 

 

   

 

 

 
  (53,815,207   (74,249,879
  

 

 

   

 

 

 

Capital Share Transactions:

Proceeds from shares sold:

Class A

  653,871,954      999,119,582   

Class B

       33,573   

Class C

  170,118,728      210,406,941   

Class R

  31,774,581      29,786,410   

Institutional Class

  1,599,286,616      2,034,761,461   

Net asset value of shares issued upon reinvestment of dividends and distributions:

Class A

  16,410,556      25,651,872   

Class B

       40,782   

Class C

  1,296,291      1,596,006   

Class R

  248,182      217,100   

Institutional Class

  33,333,081      43,737,494   
  

 

 

   

 

 

 
    2,506,339,989        3,345,351,221   
  

 

 

   

 

 

 

 

12


Table of Contents

 

 

 

 

     Six months        
     ended        
     5/31/15     Year ended  
     (Unaudited)     11/30/14  

Capital Share Transactions (continued):

    

Cost of shares redeemed:

    

Class A

   $ (282,865,530   $ (566,236,003

Class B

            (4,864,613

Class C

     (30,962,431     (32,793,845

Class R

     (6,339,887     (7,421,886

Institutional Class

     (488,961,809     (573,135,172
  

 

 

   

 

 

 
  (809,129,657   (1,184,451,519
  

 

 

   

 

 

 

Increase in net assets derived from capital share transactions

  1,697,210,332      2,160,899,702   
  

 

 

   

 

 

 

Net Increase in Net Assets

  1,986,549,946      2,821,893,495   

Net Assets:

Beginning of period

  6,809,647,004      3,987,753,509   
  

 

 

   

 

 

 

End of period

$     8,796,196,950    $     6,809,647,004   
  

 

 

   

 

 

 

Undistributed net investment income

$ 26,888,072    $ 15,784,376   
  

 

 

   

 

 

 

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

 

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Table of Contents

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 from investment operations:

Net investment income2

Net realized and unrealized gain

Total from investment operations

Less dividends and distributions from:

Net investment income

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

Ratio of net investment income to average net assets

Ratio of net investment income to average net assets prior to fees waived

Portfolio turnover

 

 

1  Ratios have been annualized and total return and portfolio turnover 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 and does not reflect the impact of a sales charge. Total investment return during some of the periods shown reflects waivers by the manager and/or 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.

 

14


Table of Contents

 

 

 

 

 

   

Six months ended

5/31/151

(Unaudited)

       
      Year ended  
   

 

 

 
      11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
  $     18.200       $ 16.060    $ 12.440    $ 10.970    $ 9.820    $ 9.100   

    

         0.146         0.256      0.233      0.225      0.190      0.171   
         0.648         2.121      3.728      1.439      1.139      0.738   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         0.794         2.377      3.961      1.664      1.329      0.909   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

    

         (0.124)        (0.237   (0.341   (0.194   (0.179   (0.189
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         (0.124)        (0.237   (0.341   (0.194   (0.179   (0.189
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $     18.870       $ 18.200    $ 16.060    $ 12.440    $ 10.970    $ 9.820   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  4.38%         14.92%      32.41%      15.40%      13.65%      10.16%   

    

  $2,895,713       $ 2,410,759    $ 1,699,105    $ 988,578    $ 274,050    $ 298,110   
  0.99%         0.98%      1.01%      1.09%      1.10%      1.10%   
  0.99%         0.98%      1.06%      1.17%      1.30%      1.32%   
  1.59%         1.51%      1.61%      1.89%      1.78%      1.85%   
  1.59%         1.51%      1.66%      1.81%      1.58%      1.63%   
  2%         7%      6%      13%      24%      29%   

 

 

 

15


Table of Contents

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 from investment operations:

Net investment income2

Net realized and unrealized gain

Total from investment operations

Less dividends and distributions from:

Net investment income

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

Ratio of net investment income to average net assets

Ratio of net investment income to average net assets prior to fees waived

Portfolio turnover

 

 

1  Ratios have been annualized and total return and portfolio turnover 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 and does not reflect the impact of a sales charge. Total investment return during some 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.

 

16


Table of Contents

 

 

 

 

 

   

Six months ended

5/31/151

(Unaudited)

       
      Year ended  
   

 

 

 
      11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
  $  18.150        $ 16.010    $ 12.340    $ 10.890    $ 9.750    $ 9.050   

    

  0.077          0.130      0.126      0.134      0.109      0.101   
       0.647          2.119      3.713      1.430      1.141      0.729   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       0.724          2.249      3.839      1.564      1.250      0.830   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

    

      (0.054)         (0.109   (0.169   (0.114   (0.110   (0.130
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      (0.054)         (0.109   (0.169   (0.114   (0.110   (0.130
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $  18.820        $ 18.150    $ 16.010    $ 12.340    $ 10.890    $ 9.750   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  4.00%          14.10%      31.38%      14.49%      12.88%      9.28%   

    

  $574,231        $ 415,076    $ 199,771    $ 74,407    $ 24,928    $ 19,377   
  1.74%          1.74%      1.77%      1.85%      1.85%      1.85%   
  1.74%          1.74%      1.77%      1.88%      2.00%      2.02%   
  0.84%          0.75%      0.87%      1.13%      1.03%      1.10%   
  0.84%          0.75%      0.87%      1.10%      0.88%      0.93%   
  2%          7%      6%      13%      24%      29%   

 

 

 

17


Table of Contents

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 from investment operations:

Net investment income2

Net realized and unrealized gain

Total from investment operations

Less dividends and distributions from:

Net investment income

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

Ratio of net investment income to average net assets

Ratio of net investment income to average net assets prior to fees waived

Portfolio turnover

 

 

1  Ratios have been annualized and total return and portfolio turnover 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 some of the periods shown reflects waivers by the manager and/or 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.

 

18


Table of Contents

 

 

 

 

 

   

Six months ended

5/31/151

(Unaudited)

       
      Year ended  
   

 

 

 
      11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
    $18.190          $ 16.050      $ 12.400      $ 10.950      $ 9.800      $ 9.090   

    

           
    0.123            0.218        0.197        0.194        0.163        0.148   
       0.647            2.115        3.735        1.423        1.143        0.731   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
       0.770            2.333        3.932        1.617        1.306        0.879   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

    

           
      (0.100)           (0.193     (0.282     (0.167     (0.156     (0.169
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
      (0.100)           (0.193     (0.282     (0.167     (0.156     (0.169
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    $18.860          $ 18.190      $ 16.050      $ 12.400      $ 10.950      $ 9.800   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    4.25%            14.63%        32.17%        14.96%        13.43%        9.81%   

    

           
    $64,829          $ 37,236      $ 11,658      $ 5,219      $ 1,944      $ 1,816   
    1.24%            1.24%        1.27%        1.35%        1.35%        1.35%   
    1.24%            1.24%        1.35%        1.48%        1.60%        1.62%   
    1.33%            1.25%        1.37%        1.63%        1.53%        1.60%   
    1.33%            1.25%        1.29%        1.50%        1.28%        1.33%   
    2%            7%        6%        13%        24%        29%   

 

 

 

19


Table of Contents

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 from investment operations:

Net investment income2

Net realized and unrealized gain

Total from investment operations

Less dividends and distributions from:

Net investment income

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

Ratio of net investment income to average net assets

Ratio of net investment income to average net assets prior to fees waived

Portfolio turnover

 

 

1 Ratios have been annualized and total return and portfolio turnover 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 some 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.

 

20


Table of Contents

 

 

 

 

 

   

Six months ended

5/31/151

(Unaudited)

       
      Year ended  
   

 

 

 
      11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
  $     18.210       $ 16.060    $ 12.460    $ 10.990    $ 9.830    $ 9.110   

    

    

  0.169         0.300      0.272      0.254      0.216      0.194   
          0.647         2.128      3.724      1.437      1.146      0.735   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          0.816         2.428      3.996      1.691      1.362      0.929   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

    

         (0.146)        (0.278   (0.396   (0.221   (0.202   (0.209
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         (0.146)        (0.278   (0.396   (0.221   (0.202   (0.209
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $     18.880       $ 18.210    $ 16.060    $ 12.460    $ 10.990    $ 9.830   
  4.50%         15.26%      32.73%      15.66%      13.99%      10.39%   

    

  $5,261,424       $ 3,946,576    $ 2,072,765    $ 724,098    $ 216,345    $ 106,001   
  0.74%         0.74%      0.77%      0.85%      0.85%      0.85%   
  0.74%         0.74%      0.77%      0.88%      1.00%      1.02%   
  1.83%         1.75%      1.87%      2.13%      2.03%      2.10%   
  1.83%         1.75%      1.87%      2.10%      1.88%      1.93%   
  2%         7%      6%      13%      24%      29%   

 

 

 

21


Table of Contents

Notes to financial statements

Delaware Value® Fund May 31, 2015 (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 C, Class R, and Institutional Class shares. Class A shares are sold with a maximum front-end sales charge of 5.75%. Class A share purchases of $1,000,000 or more will incur a contingent deferred sales charge (CDSC) of 1.00% 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 C shares are sold with a CDSC of 1.00%, if redeemed during the first 12 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 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. Investment company securities are valued at net asset value per share, as reported by the underlying investment company. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. 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).

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 for all open federal income tax years (Nov. 30, 2011–Nov. 30, 2014), 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

 

22


Table of Contents

 

 

 

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 29, 2015.

Use of Estimates  –  The Fund is an investment company in conformity with U.S. GAAP. Therefore, the Fund follows the accounting and reporting guidelines for investment companies. 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 among 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 distributions from net investment income and net realized gain on investments, if any, annually. The Fund may distribute more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on the ex-dividend date.

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, 2015.

The Fund may receive earnings credits from its custodian when positive cash balances are maintained, which may be used to offset custody fees. There were no such earnings credits for the six months ended May 31, 2015.

The Fund receives earnings credits from its transfer agent when positive cash balances are maintained, which may be used to offset transfer agent fees. If the amount earned is greater than one dollar, the expense paid under this arrangement is included on the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses” with the corresponding expense offset shown under “Less expense paid indirectly.” For the six months ended May 31, 2015, the Fund earned $1,664 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

 

23


Table of Contents

Notes to financial statements

Delaware Value® Fund

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

 

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.

Delaware Investments Fund Services Company (DIFSC), an affiliate of DMC, provides fund accounting and financial administration oversight services to the Fund. For these services, DIFSC’s fees are calculated 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 DIFSC 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, 2015, the Fund was charged $182,546 for these services. This amount is included on the “Statement of operations” under “Accounting and administrative expenses.”

DIFSC is the transfer agent and dividend disbursing agent of the Fund. For these services, DIFSC’s fees are calculated based on the aggregate daily net assets of the retail funds within the Delaware Investments Family of Funds at the following annual rate: 0.025% of the first $20 billion; 0.020% of the next $5 billion; 0.015% of the next $5 billion; and 0.013% on average daily net assets in excess of $30 billion. The fees payable to DIFSC under the service agreement described above are allocated among all retail funds in the Delaware Investment Family of Funds on a relative net asset value basis. This amount is included on the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses.” For the six months ended May 31, 2015, the Fund was charged $799,825 for these services. Pursuant to a sub-transfer agency agreement between DIFSC and BNY Mellon Investment Servicing (US) Inc. (BNYMIS), BNYMIS provides certain sub-transfer agency services to the Fund. Sub-transfer agency fees are passed on to and paid directly by the Fund.

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 of 0.25% of the average daily net assets of the Class A shares, 1.00% of the average daily net assets of the Class C shares and 0.50% 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. 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) 0.25% of the average daily net assets representing shares that were acquired on or after May 2, 1994. All Class A shareholders will bear 12b-1 fees at the same rate, the blended rate, currently 0.24% of average daily net assets, based upon the allocation of the rates described above. This method of calculating Class A 12b-1 fees may be discontinued at the sole discretion of the Board.

 

24


Table of Contents

 

 

 

As provided in the investment management agreement, the Fund bears a portion of the cost of certain resources shared with DMC, including the cost of internal personnel of DMC and/or its affiliates that provide legal, tax, and regulatory reporting services to the Fund. For the six months ended May 31, 2015, the Fund was charged $110,536 for internal legal, tax, and regulatory reporting services provided by DMC and/or its affiliates’ employees. This amount is included on the “Statement of operations” under “Legal fees”.

For the six months ended May 31, 2015, DDLP earned $22,015 for commissions on sales of the Fund’s Class A shares. For the six months ended May 31, 2015, DDLP received gross CDSC commissions of $666 and $5,811 on redemptions of the Fund’s Class A and Class C shares, respectively, and these commissions were entirely used to offset upfront 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, DIFSC, and DDLP are officers and/or Trustees of the Trust. These officers and Trustees are paid no compensation by the Fund.

3. Investments

For six months ended May 31, 2015, the Fund made purchases and sales of investment securities other than short-term investments as follows:

 

Purchases

  $1,989,408,166   

Sales

  114,081,945   

At May 31, 2015, the cost of investments for federal income tax purposes has been estimated since final tax characteristics cannot be determined until fiscal year end. At May 31, 2015, the cost of investments and unrealized appreciation (depreciation) were as follows:

 

Cost of investments

$ 7,042,455,712   
  

 

 

 

Aggregate unrealized appreciation

$ 1,798,442,661   

Aggregate unrealized depreciation

  (66,449,363
  

 

 

 

Net unrealized appreciation

$ 1,731,993,298   
  

 

 

 

For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. Capital loss carryforwards remaining at Nov. 30, 2014 will expire as follows: $30,822,232 expires in 2015, $57,684,984 expires in 2016, and $25,888,990 expires in 2017.

On Dec. 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 were generally effective for taxable years beginning after the date of enactment. Under the Act, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after the date of enactment for an unlimited period. 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.

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

 

25


Table of Contents

Notes to financial statements

Delaware Value® Fund

3. Investments (continued)

 

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 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. (Examples: equity securities, open-end investment companies, futures contracts, exchange-traded 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. (Examples: 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 –  Significant unobservable inputs, including the Fund’s own assumptions used to determine the fair value of investments. (Examples: broker-quoted securities, fair valued securities)

Level 3 investments are valued using significant unobservable inputs. 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, 2015:

 

     Level 1      Level 2      Total  

Common Stock

   $ 8,673,792,099       $       $ 8,673,792,099   

Short-Term Investments

             100,656,911         100,656,911   
  

 

 

    

 

 

    

 

 

 

Total

$ 8,673,792,099    $ 100,656,911    $ 8,774,449,010   
  

 

 

    

 

 

    

 

 

 

During the six months ended May 31, 2015, there were no transfers between Level 1 investments, Level 2 investments, or Level 3 investments that had a significant impact to the Fund. The Fund’s policy is to recognize transfers between levels at the beginning of the reporting period.

 

26


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A reconciliation of Level 3 investments is presented when the Fund has a significant amount of Level 3 investments at the beginning, interim, or end of the period in relation to net assets. At May 31, 2015, there were no Level 3 investments.

4. Capital Shares

Transactions in capital shares were as follows:

 

    

Six months
ended

5/31/15

              Year ended
11/30/14
 

Shares sold:

          

Class A

     35,471,181              58,473,483   

Class B

                  1,977   

Class C

     9,255,271              12,223,895   

Class R

     1,721,628              1,742,711   

Institutional Class

     86,679,288              118,587,176   

Shares issued upon reinvestment of dividends and distributions:

          

Class A

     890,153              1,506,239   

Class B

                  2,415   

Class C

     70,387              93,355   

Class R

     13,468              12,638   

Institutional Class

     1,808,020              2,557,056   
  

 

 

         

 

 

 
  135,909,396      195,200,945   
  

 

 

         

 

 

 

Shares redeemed:

Class A

  (15,366,652   (33,345,452

Class B

       (282,680

Class C

  (1,681,704   (1,925,042

Class R

  (344,469   (434,451

Institutional Class

  (26,533,040   (33,418,372
  

 

 

         

 

 

 
  (43,925,865   (69,405,997
  

 

 

         

 

 

 

Net increase

  91,983,531      125,794,948   
  

 

 

         

 

 

 

For the year ended Nov. 30, 2014, 174,400 Class B shares were converted to 173,894 Class A shares valued at $3,000,083. The amounts are included in Class B redemptions and Class A subscriptions in the table above and the “Statements of changes in net assets.”

 

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Notes to financial statements

Delaware Value® Fund

 

 

Certain shareholders may exchange shares of one class of shares for another class in the same Fund. For six months ended May 31, 2015 and the year ended Nov. 30, 2014, exchange transactions were as follows:

Six months ended May 31, 2015

 

Exchange Redemptions   Exchange Subscriptions    

Class A

Shares

 

Class C

Shares

 

Institutional

Class

Shares

 

Class A

Shares

 

Institutional

Class

Shares

 

Value

3,282   29,470   19,221   19,227   32,693   $950,130

Year ended Nov. 30, 2014

 

Exchange Redemptions   Exchange Subscriptions    

Class A

Shares

 

Class C

Shares

 

Institutional

Class

Shares

 

Class A

Shares

 

Institutional

Class

Shares

 

Value

5,774   10,214   3,089   7,161   11,891   $329,050

5. Line of Credit

The Fund, along with certain other funds in the Delaware Investments® Family of Funds (Participants), is a participant in a $275,000,000 revolving line of credit intended 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 of 0.08%, 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. Each Participant is individually, and not jointly, liable for its particular advances, if any, under the line of credit. The line of credit available under the agreement expires on Nov. 9, 2015.

The Fund had no amounts outstanding as of May 31, 2015 or at any time during the period then ended.

6. Offsetting

In December 2011, the Financial Accounting Standards Board (FASB) issued guidance that expanded disclosure requirements on the offsetting of certain assets and liabilities. The disclosures are required for investments and derivative financial instruments subject to master netting or similar agreements which are eligible for offset on the “Statement of assets and liabilities” and require an entity to disclose both gross and net information about such investments and transactions in the financial statements. In January 2013, the FASB issued guidance that clarified which investments and transactions are subject to the offsetting disclosure requirements. The scope of the disclosure requirements for offsetting is limited to derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing. The guidance is effective for financial statements with fiscal years beginning on or after Jan. 1, 2013, and interim periods within those fiscal years.

In order to better define its contractual rights and to secure rights that will help the Fund mitigate its counterparty risk, the Fund entered into an International Swaps and Derivatives Association, Inc. Master Agreement (ISDA Master Agreement) or a similar agreement with certain of its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a

 

28


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counterparty that governs certain over-the-counter (OTC) derivatives and foreign exchange contracts and typically contains, among other things, collateral posting items and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default (close-out), including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency, or other events.

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements on the “Statement of assets and liabilities.”

At May 31, 2015, the Fund had the following assets and liabilities subject to offsetting provisions:

Master Repurchase Agreements

 

Counterparty

Repurchase
Agreements

Fair Value of

Non-Cash

Collateral Received

Cash Collateral

Received

Net Amount(a)

Bank of America
Merrill Lynch

  $ 24,341,858     $ (24,341,858 )   $     $  

Bank of Montreal

    20,284,882       (20,284,882 )            

BNP Paribas

    24,037,260       (24,037,260 )            
    

 

 

      

 

 

     

 

 

      

 

 

 

Total

  $ 68,664,000     $ (68,664,000 )   $     $  
    

 

 

      

 

 

     

 

 

      

 

 

 

(a)Net amount represents the receivable/(payable) that would be due from/(to) the counterparty in the event of default.

7. 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: (1) 102% with respect to U.S. securities and foreign securities that are denominated and payable in U.S. dollars; and (2) 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 on any particular day may be more or less than the value of the security on loan.

 

29


Table of Contents

Notes to financial statements

Delaware Value® Fund

7. Securities Lending (continued)

 

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. 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 the 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. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Fund may not receive an amount from the Collective Trust 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.

During the six months ended May 31, 2015, the Fund had no securities out on loan.

8. 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 promulgated under 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

 

30


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on investments in illiquid securities. As of May 31, 2015, there were no Rule 144A securities held by the fund and no securities have been determined to be illiquid under the Fund’s Liquidity Procedures.

9. 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.

10. Recent Accounting Pronouncements

In June 2014, the FASB issued guidance to improve the financial reporting of reverse repurchase agreements and other similar transactions. The guidance includes expanded disclosure requirements for entities that enter into reverse repurchase agreements and similar transactions accounted for as secured borrowings. The guidance is effective for financial statements with fiscal years beginning on or after Dec. 15, 2014 and interim periods within those fiscal years. Management has determined that this pronouncement has no impact to the Fund’s financial statements.

11. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to May 31, 2015 that would require recognition or disclosure in the Fund’s financial statements.

 

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Table of Contents

Other Fund information

Delaware Value® Fund

Proxy Results

At Joint Special Meetings of Shareholders of Delaware Group® Equity Funds II (the “Trust”), on behalf of Delaware Value (the “Fund”), held on March 31, 2015, the shareholders of the Trust / the Fund voted to: (i) elect a Board of Trustees for the Trust; (ii) approve the implementation of a new “manager of managers” order for the Funds; (iii) revise the fundamental investment restriction relating to lending for the Funds; and (iv)(a) revise provisions of the Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares, (iv)(b) revise provisions of the Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand, and (iv)(c) revise provisions of the Trust’s By-Laws so that Delaware law will apply to matters related to proxies. At the meeting, the following people were elected to serve as Independent Trustees: Thomas L. Bennett, Ann D. Borowiec, Joseph W. Chow, John A. Fry, Lucinda S. Landreth, Frances A. Sevilla-Sacasa, Thomas K. Whitford, Janet L. Yeomans, and J. Richard Zecher. In addition, Patrick P. Coyne was elected to serve as an Interested Trustee.

The following proposals were submitted for a vote of the shareholders:

1. To elect a Board of Trustees for the Trust.

A quorum of the shares outstanding of the Funds of the Trust was present, and the votes passed with a plurality of these Shares.

 

 

Shares

Voted For

% of

Outstanding

Shares

% of

Shares

Voted

Shares

Withheld

% of

Outstanding

Shares

% of

Shares

Voted

Thomas L. Bennett

    255,483,032.985       64.150 %     99.111 %     2,292,075.590       0.576 %     0.889 %

Ann D. Borowiec

    255,490,462.059       64.152 %     99.114 %     2,284,646.516       0.574 %     0.886 %

Joseph W. Chow

    255,501,637.927       64.155 %     99.118 %     2,273,470.648       0.571 %     0.882 %

Patrick P. Coyne

    255,291,440.409       64.102 %     99.036 %     2,483,668.166       0.624 %     0.964 %

John A. Fry

    255,498,024.376       64.154 %     99.117 %     2,277,084.199       0.572 %     0.883 %

Lucinda S. Landreth

    255,500,305.106       64.155 %     99.118 %     2,274,803.469       0.571 %     0.882 %

Frances A. Sevilla-Sacasa

    255,342,886.085       64.115 %     99.056 %     2,432,222.490       0.611 %     0.944 %

Thomas K. Whitford

    255,481,219.726       64.150 %     99.110 %     2,293,888.849       0.576 %     0.890 %

Janet L. Yeomans

    255,525,705.746       64.161 %     99.127 %     2,249,402.829       0.565 %     0.873 %

J. Richard Zecher

    255,457,082.577       64.144 %     99.101 %     2,318,025.998       0.582 %     0.899 %

 

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2. To approve the implementation of a new “manager of managers” order.

A quorum of the shares outstanding of the Fund was present, and the votes passed with the required majority of those shares. The results were as follows:

Delaware Value® Fund

 

Shares voted for

  194,288,350.030   

Percentage of outstanding shares

  48.785

Percentage of shares voted

  75.371

Shares voted against

  2,337,461.041   

Percentage of outstanding shares

  0.587

Percentage of shares voted

  0.907

Shares abstained

  3,165,960.404   

Percentage of outstanding shares

  0.795

Percentage of shares voted

  1.228

Broker non-votes

  57,983,337.100   

3. To revise the fundamental investment restriction relating to lending.

A quorum of the shares outstanding of each Fund was present, and the votes passed with the required majority of those shares. The results were as follows:

Delaware Value Fund

 

Shares voted for

  193,610,967.066   

Percentage of outstanding shares

  48.615

Percentage of shares voted

  75.108

Shares voted against

  2,784,610.584   

Percentage of outstanding shares

  0.699

Percentage of shares voted

  1.080

Shares abstained

  3,396,193.825   

Percentage of outstanding shares

  0.853

Percentage of shares voted

  1.318

Broker non-votes

  57,983,337.100   

 

33


Table of Contents

Other Fund information

Delaware Value® Fund

Proxy Results (continued)

 

4. (a) To revise provisions of the Trust’s Agreement and Declaration of Trust related to documenting the transfer of shares.

A quorum of the shares outstanding of the Trust was present, and the votes passed with a majority of those shares. The results were as follows:

Delaware Group® Equity Funds II

 

Shares voted for

  194,304,774.670   

Percentage of outstanding shares

  48.789

Percentage of shares voted

  75.378

Shares voted against

  1,935,619.407   

Percentage of outstanding shares

  0.486

Percentage of shares voted

  0.751

Shares abstained

  3,551,380.398   

Percentage of outstanding shares

  0.892

Percentage of shares voted

  1.378

Broker non-votes

  57,983,334.100   

4. (b) To revise provisions of the Trust’s Agreement and Declaration of Trust related to shareholder disclosure of certain information upon board demand.

A quorum of the shares outstanding of the Trust was present, and the votes passed with a majority of those shares. The results were as follows:

Delaware Group Equity Funds II

 

Shares voted for

  194,068,254.056   

Percentage of outstanding shares

  48.729

Percentage of shares voted

  75.286

Shares voted against

  2,296,421.483   

Percentage of outstanding shares

  0.577

Percentage of shares voted

  0.891

Shares abstained

  3,427,102.936   

Percentage of outstanding shares

  0.861

Percentage of shares voted

  1.329

Broker non-votes

  57,983,330.100   

 

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Table of Contents

 

 

 

4. (c) To revise provisions of the Trust’s By-Laws so that Delaware law will apply to matters related to proxies.

A quorum of the shares outstanding of the Trust was present, and the votes passed with a majority of those shares. The results were as follows:

Delaware Group® Equity Funds II

 

Shares voted for

  194,867,049.866   

Percentage of outstanding shares

  48.930

Percentage of shares voted

  75.596

Shares voted against

  1,691,056.739   

Percentage of outstanding shares

  0.425

Percentage of shares voted

  0.656

Shares abstained

  3,233,675.870   

Percentage of outstanding shares

  0.812

Percentage of shares voted

  1.254

Broker non-votes

  57,983,326.100   

 

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Table of Contents

About the organization

 

Board of trustees

 

Thomas L. Bennett

Chairman of the Board

Delaware Investments®

Family of Funds

Private Investor

Rosemont, PA

 

Ann D. Borowiec

Former Chief Executive

Officer

Private Wealth Management

J.P. Morgan Chase & Co.

New York, NY

  

Joseph W. Chow

Former Executive Vice

President

State Street Corporation

Brookline, MA

 

John A. Fry

President

Drexel University

Philadelphia, PA

  

Lucinda S. Landreth

Former Chief Investment

Officer

Assurant, Inc.

New York, NY

 

Frances A.

Sevilla-Sacasa

Chief Executive Officer

Banco Itaú

International

Miami, FL

  

Thomas K. Whitford

Former Vice Chairman

PNC Financial Services Group

Pittsburgh, PA

 

Janet L. Yeomans

Former Vice President and

Treasurer

3M Corporation

St. Paul, MN

Affiliated officers

 

Roger A. Early

President and

Chief Executive Officer

Delaware Investments

Family of Funds

Philadelphia, PA

  

David F. Connor

Senior Vice President,

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

  

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 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 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 Schedule of Investments included in the Fund’s most recent Form N-Q are available without charge on the Fund’s website at 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 delawareinvestments.com; and (ii) on the SEC’s website at sec.gov.

 

36


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/ ROGER EARLY
By: Roger Early
Title:     Chief Executive Officer
Date: August 3, 2015

     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/ ROGER EARLY
By: Roger Early
Title:     Chief Executive Officer
Date: August 3, 2015

/s/ RICHARD SALUS
By: Richard Salus
Title:     Chief Financial Officer
Date: August 3, 2015