N-CSR 1 dgequityfundsv_ncsr.htm CERTIFIED SHAREHOLDER REPORT

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: 811-04997
 
Exact name of registrant as specified in charter: Delaware Group® Equity Funds V
 
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: November 30, 2014



Item 1. Reports to Stockholders

Table of Contents

LOGO

Annual report

Income and growth mutual fund

Delaware Dividend Income Fund

November 30, 2014

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.


Table of Contents

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 Dividend Income 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 Dividend Income 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

 

Portfolio management review

     1   

Performance summary

     4   

Disclosure of Fund expenses

     8   

Security type / sector allocation and top 10 equity holdings

     10   

Schedule of investments

     13   

Statement of assets and liabilities

     34   

Statement of operations

     36   

Statements of changes in net assets

     38   

Financial highlights

     40   

Notes to financial statements

     48   

Report of independent registered public accounting firm

     67   

Other Fund information

     68   

Board of trustees / directors and officers addendum

     72   

About the organization

     80   

Unless otherwise noted, views expressed herein are current as of Nov. 30, 2014, and subject to change for events occuring 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
Portfolio management review
Delaware Dividend Income Fund   December 9, 2014   

 

Performance preview (for the year ended November 30, 2014)        

Delaware Dividend Income Fund (Class A shares)

1-year return   +9.74%      

S&P 500® Index (benchmark)

1-year return   +16.86%      

Lipper Flexible Portfolio Funds Average

1-year return   +5.49%      

Past performance does not guarantee future results.

For complete, annualized performance for Delaware Dividend Income Fund, please see the table on page 4.

The performance of Class A shares excludes the applicable sales charge and reflects the reinvestment of all distributions.

The Lipper Flexible Portfolio Funds Average compares funds that allocate their investments across various asset classes, including domestic common stocks, bonds, and money market instruments, with a focus on total return.

For a description of the index. please see page 6.

Index performance returns do not reflect any management fees, transaction costs, or expenses. Indices are unmanaged and one cannot invest directly in an index.

 

Searching for yield amid low rates

Throughout the fiscal year ended Nov. 30, 2014, the market rewarded higher yielding securities of all asset types, as income remained scarce in a low interest rate environment.

Central banks in Europe, Japan, and China sought to boost their flagging economies by aggressively loosening monetary policy. The U.S. economy, meanwhile, continued its slow but steady improvement. Against this backdrop, in October 2014 the U.S. Federal Reserve ended its quantitative-easing stimulus program, even as it pledged to keep its target short-term interest rate at essentially zero for some time longer.

U.S. stocks performed well in this environment, with the broad stock market, as measured by the S&P 500 Index, gaining 16.9% during the fiscal year. Dividend-oriented equities, such as utility stocks, benefited disproportionately as investors searched for yield. U.S. real estate investment trusts (REITs), another income-focused asset class, also enjoyed very strong results, with the FTSE NAREIT Equity REITs Index advancing 28.0%.

International equities, as measured by the MSCI EAFE Index, did not fare well, declining 0.02%. These stocks suffered from weak economic growth outside the United States, a challenging backdrop for emerging markets, and a stronger

U.S. dollar that weighed on returns that U.S. investors received from foreign securities.

U.S. high yield bonds generated a modestly positive return for the 12-month period but struggled in the second half because of geopolitical concerns in the Middle East and Russia; volatility in equity and U.S. Treasury markets; mutual fund outflows; and heavy new-issue supply. Declining oil prices also hurt results, as energy issues made up a meaningful portion of the high yield market. During the 12 months ended Nov. 30, 2014, high yield bonds, as represented by the BofA Merrill Lynch U.S. High Yield Constrained Index, returned 4.6%.

Fund performance

For its fiscal year ended Nov. 30, 2014, Delaware Dividend Income Fund (Class A shares) returned +9.74% at net asset value and +3.44% at maximum offer price (both figures reflect all distributions reinvested). For the same period, the Fund’s benchmark, the S&P 500 Index, returned +16.86%. Complete annualized performance for Delaware Dividend Income Fund is shown in the table on page 4.

Strength from U.S. equities, REITs

The Fund’s results were lifted by its U.S. large-cap value stocks and REITs, which together made up

 

 

1


Table of Contents

Portfolio management review

Delaware Dividend Income Fund

 

more than half of the Fund’s net assets at fiscal year end.

Within the large-cap value portion of the Fund —representing 46% of the portfolio’s net assets as of Nov. 30, 2014 — semiconductor manufacturers Intel and Broadcom were notably strong performers during the fiscal year. More favorable demand helped lift the earnings of both chip-making companies.

Electricity producer Edison International was another leading contributor to Fund performance, as utility companies’ relatively high dividend payments made them attractive to many investors seeking income. Elsewhere, CVS Health, a drug store chain and pharmacy-benefits manager, performed well during the Fund’s fiscal year. Medical services provider Cardinal Health also added value for shareholders.

The Fund’s REIT holdings — representing 9% of the portfolio’s net assets as of Nov. 30, 2014 — enjoyed strong absolute performance, but tended to lag the REIT market as a whole because of our more defensive approach to the asset class. We believed this stance was warranted, given generally high valuations and asset prices that were rising faster than companies’ cash flows.

Sun Communities, an owner and developer of manufactured home communities, was a strong REIT performer for the Fund. In addition, the Fund experienced strength in the apartment REIT sector, which continued to display relatively steady cash flow growth amid heightened demand from tenants. Apartment owners and operators such as Essex Property Trust, Equity Residential, and AvalonBay Communities produced meaningfully positive returns, as did Healthcare Trust of America, which owns and manages healthcare properties.

Challenges in the energy sector

In contrast, the Fund’s energy holdings tended to perform poorly, which did not surprise us in light

of the sharp drop in oil prices seen in the fall. Portfolio holdings such as oilfield services company Halliburton and energy producers Marathon Oil and Occidental Petroleum all experienced notable declines.

The Fund had very limited exposure to non-U.S. equities, given what we saw as their less attractive performance prospects. That said, a disproportionate number of the Fund’s detractors came from this segment of the Fund’s portfolio. Notable detractors included: Yamana Gold, a Canadian mining company; Mobile Telesystems, a Russian telecommunication services provider; Standard Chartered, a U.K.-based financial services company; and Rexel, a French distributor of electrical parts and supplies.

Among REITs, the Fund’s weakest-performing individual holding was Lippo Malls Indonesia Retail Trust. Shares of this Singapore-based company, a large owner of retail malls in Indonesia, declined more than 10% as it sought to manage through some short-term business challenges. Nevertheless, at fiscal year end, we continued to like Lippo’s long-term prospects and remained patient with this investment.

Also of note, the Fund maintained certain positions in derivative securities in an attempt to help manage the portfolio’s risk profile. These positions included a modest amount of foreign currency hedges to manage currency risk associated with the Fund’s international fixed income investments. None of these hedges had a material effect on the Fund’s performance during the fiscal year.

Staying true to our approach

During the fiscal year, the Fund’s composition remained relatively consistent. As always, we continued to focus on securities offering competitive yields and the potential for dividend growth.

 

 

2


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At the same time, to manage risk, we also closely considered securities’ quality and valuation characteristics. As investors have searched intently for yield, especially among U.S. investments, income-oriented securities have seen their prices rise sharply. This has made yield increasingly expensive to come by, whether supplied by fixed income securities or by “bond substitutes” such as utility stocks, master limited partnerships, or certain REITs. In this environment, our approach has been to closely manage the portfolio’s yield, balancing the need for a competitive income stream with efforts to protect against the risk of falling security prices that could weigh on total return.

During the fiscal year, our emphasis remained on U.S. stocks, as it has for several years, while we substantially de-emphasized those areas of the market where we saw significant challenges and therefore limited performance prospects. These included international developed and emerging markets stocks, as well as commodity-related

investments, which have been disproportionately affected by slowing growth in China.

At period end, we continued to emphasize companies that we found undervalued, had strong cash flows, maintained manageable debt levels, operated diversified businesses, and had a history of delivering consistent dividends. Although, we recognize that there is no guarantee that a dividend-paying company will continue to pay dividends.

We continued to be comfortable with the portfolio’s relatively high allocation to U.S. large-cap value equities and high yield bonds, as well as the Fund’s ongoing exposure to REITs and convertible bonds.

As we continue to monitor market conditions, we will seek to position the portfolio to provide a high level of income for our shareholders while simultaneously looking to minimize other characteristics that could potentially weigh on total return.

 

 

3


Table of Contents
Performance summary   
Delaware Dividend Income Fund      November 30, 2014   

The performance data quoted represent past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Please obtain the performance data current for the most recent month end by calling 800 523-1918 or visiting our website at delawareinvestments.com/performance. Current performance may be lower or higher than the performance data quoted.

 

Fund and benchmark performance1,2    Average annual total returns through November 30, 2014
      1 year     5 years       10 years    

Class A (Est. Dec. 2, 1996)

      

Excluding sales charge

     +9.74%   +11.95%   +6.64%

Including sales charge

     +3.44%   +10.64%   +6.01%

Class C (Est. Oct. 1, 2003)

      

Excluding sales charge

     +8.90%   +11.12%   +5.85%

Including sales charge

     +7.90%   +11.12%   +5.85%

Class R (Est. Oct. 1, 2003)

      

Excluding sales charge

     +9.46%   +11.67%   +6.37%

Including sales charge

     +9.46%   +11.67%   +6.37%

Institutional Class (Est. Dec. 2, 1996)

      

Excluding sales charge

   +10.01%   +12.24%   +6.91%

Including sales charge

   +10.01%   +12.24%   +6.91%

S&P 500 Index

   +16.86%   +15.96%   +8.06%

 

1 Returns reflect the reinvestment of all distributions and are presented both with and without the applicable sales charges described below. Returns do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

Expense limitations were in effect for certain classes during some or all of the periods shown in the “Fund and benchmark performance” table. Expenses for each class are listed on the “Fund expense ratios” table on page 5. Performance would have been lower had expense limitations not been in effect.

Class A shares are sold with a maximum front-end sales charge of 5.75%, and have an annual distribution and service fee of 0.25% of average daily net assets. Performance for Class A shares, excluding sales charges, assumes that no front-end sales charge applied.

Class C shares are sold with a contingent deferred sales charge of 1.00% if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1.00% of average daily net assets. Performance for Class C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or that the investment was not redeemed.

Class R shares are available only for certain retirement plan products. They are sold without a sales charge and have an annual distribution and service fee of 0.50% of average daily net assets.

Institutional Class shares are available without sales or asset-based distribution charges only to certain eligible institutional accounts.

 

 

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The “Fund and benchmark performance” table does not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

The Fund may invest up to 45% of its net assets in high yield, higher-risk corporate bonds.

Fixed income securities and bond funds can lose value, and investors can lose principal, as interest rates rise. They also may be affected by economic conditions that hinder an issuer’s ability to make interest and principal payments on its debt.

The Fund may also be subject to prepayment risk, the risk that the principal of a fixed income security that is held by the Fund may be prepaid prior to maturity, potentially forcing the Fund to reinvest that money at a lower interest rate.

High yielding, noninvestment grade bonds (junk bonds) involve higher risk than investment grade bonds.

REIT investments are subject to many of the risks associated with direct real estate ownership, including changes in economic conditions, credit risk, and interest rate fluctuations. The Fund’s tax status as a regulated investment company could be jeopardized if it holds real estate directly, as a result of defaults, or receives rental income from real estate holdings.

International investments entail risks not ordinarily associated with U.S. investments including fluctuation in currency values, differences in accounting principles, or economic or political instability in other nations.

Investing in emerging markets can be riskier than investing in established foreign markets due to increased volatility and lower trading volume.

 

2 The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table.

 

Fund expense ratios      Class A      Class C      Class R      Institutional Class    

Total annual operating expenses

     1.12%      1.87%      1.37%      0.87%

(without fee waivers)

                   

Net expenses

     1.12%      1.87%      1.37%      0.87%

(including fee waivers, if any)

                   

Type of waiver

     n/a        n/a        n/a        n/a  

 

5


Table of Contents

Performance summary

Delaware Dividend Income Fund

Performance of a $10,000 investment1

Average annual total returns from Nov. 30, 2004, through Nov. 30, 2014

 

LOGO

 

 

For the period beginning Nov. 30, 2004, through Nov. 30, 2014

  Starting value     Ending value  

LOGO S&P 500 Index

    $10,000        $21,713   

LOGO Delaware Dividend Income Fund — Class A shares

 

   

 

$9,425

 

  

 

   

 

$17,933

 

  

 

 

1 The “Performance of a $10,000 investment” graph assumes $10,000 invested in Class A shares of the Fund on Nov. 30, 2004, and includes the effect of a 5.75% front-end sales charge and the reinvestment of all distributions. The graph does not reflect the deduction of taxes the shareholders would pay on Fund distributions or redemptions of Fund shares. Expense limitations were in effect for some or all of the periods shown. Performance would have been lower had expense limitations not been in effect. Expenses are listed in the “Fund expense ratios” table on page 5. Please note additional details on pages 4 through 7.

The graph also assumes $10,000 invested in the S&P 500 Index as of Nov. 30, 2004. The S&P 500 Index measures the performance of 500 mostly large-cap stocks weighted by market value, and is often used to represent performance of the U.S. stock market.

The FTSE NAREIT Equity REITs Index, mentioned on page 1, measures the performance of all publicly traded equity real estate investment trusts

(REITs) traded on U.S. exchanges, excluding timber and infrastructure REITs.

The MSCI EAFE Index, mentioned on page 1, measures equity market performance across developed market countries in Europe, Australasia, and the Far East. Index “net” return approximates the minimum possible dividend reinvestment, after deduction of withholding tax at the highest possible rate.

The BofA Merrill Lynch U.S. High Yield Constrained Index, mentioned on page 1, tracks the performance of U.S. dollar-denominated high yield corporate debt publicly issued in the U.S. domestic market, but caps individual issuer exposure at 2% of the benchmark. Qualifying securities must have, among other things, a below-investment-grade rating (based on an average of Moody’s, Standard & Poor’s, and Fitch), an investment grade issuing country (based on an average of Moody’s, Standard & Poor’s, and Fitch foreign currency long-term sovereign debt ratings), and maturities of one year or more.

 

 

6


Table of Contents

    

    

 

Index performance returns do not reflect any management fees, transaction costs, or expenses. Indices are unmanaged and one cannot invest directly in an index. Past performance is not a guarantee of future results.

Performance of other Fund classes will vary due to different charges and expenses.

 

 

 

   

 

Nasdaq symbols

 

CUSIPs

Class A

  DDIAX

24610B107
Class C

  DDICX

24610B305
Class R

  DDDRX

24610B842
Institutional Class

  DDIIX

24610B404

 

 

 

7


Table of Contents

Disclosure of Fund expenses

For the six-month period from June 1, 2014 to November 30, 2014 (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 June 1, 2014 to Nov. 30, 2014.

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.

 

8


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Delaware Dividend Income Fund

Expense analysis of an investment of $1,000

 

     

Beginning

 

Account Value

 

6/1/14

  

Ending

 

Account Value

 

11/30/14

  

Annualized

 

Expense Ratio

  

Expenses  

 

Paid During Period  

 

6/1/14 to 11/30/14*  

Actual Fund return

                   

Class A

       $1,000.00          $1,030.10          1.10%          $5.60    

Class C

       1,000.00          1,026.10          1.85%          9.40    

Class R

       1,000.00          1,028.80          1.35%          6.87    

Institutional Class

       1,000.00          1,031.40          0.85%          4.33    

Hypothetical 5% return (5% return before expenses)

  

Class A

       $1,000.00          $1,019.55          1.10%          $5.57    

Class C

       1,000.00          1,015.79          1.85%          9.35    

Class R

       1,000.00          1,018.30          1.35%          6.83    

Institutional Class

       1,000.00          1,020.81          0.85%          4.31    

 

* “Expenses Paid During Period” are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 

9


Table of Contents
Security type / sector allocation and top 10 equity holdings
Delaware Dividend Income Fund As of November 30, 2014 (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

59.10%      

Consumer Discretionary

5.11%    

Consumer Staples

6.22%    

Diversified REITs

0.64%    

Energy

5.76%    

Financials

6.72%    

Healthcare

8.76%    

Healthcare REITs

0.42%    

Hotel REITs

0.94%    

Industrial REITs

0.45%    

Industrials

5.26%    

Information Technology

8.25%    

Mall REITs

0.57%    

Manufactured Housing REITs

0.20%    

Materials

1.55%    

Mixed REIT

0.17%    

Multifamily REITs

1.44%    

Office REITs

0.60%    

Shopping Center REITs

0.94%    

Single Tenant REITs

0.45%    

Specialty

0.16%    

Telecommunication Services

2.84%    

Utilities

1.65%    

Exchange-Traded Funds

0.50%    

Convertible Preferred Stock

3.37%    

Commercial Mortgage-Backed Security

0.12%    

Convertible Bonds

9.63%    

Basic Industry

0.36%    

Brokerage

0.27%    

Capital Goods

0.62%    

Communications

1.15%    

Consumer Cyclical

0.97%    

Consumer Non-Cyclical

1.62%    

Energy

0.74%    

Financials

0.78%    

Industrials

0.26%    

 

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Table of Contents

    

    

 

Security type / sector Percentage of net assets        

REITs

0.87%    

Technology

1.99%    

Corporate Bonds

14.22%      

Automotive

0.46%    

Banking

1.12%    

Basic Industry

1.55%    

Capital Goods

0.99%    

Communications

0.05%    

Consumer Cyclical

0.72%    

Consumer Non-Cyclical

0.27%    

Energy

2.01%    

Financials

0.22%    

Healthcare

1.08%    

Insurance

0.31%    

Media

1.70%    

Services

0.86%    

Technology & Electronics

0.80%    

Telecommunications

1.53%    

Utilities

0.55%    

Leveraged Non-Recourse Security

0.00%    

Municipal Bonds

1.06%    

Regional Bond

0.00%    

Senior Secured Loans

0.92%    

Sovereign Bonds

0.57%    

Supranational Bank

0.13%    

Preferred Stock

0.37%    

Warrant

0.00%    

Short-Term Investments

9.16%    

Total Value of Securities

99.15%      

Receivables and Other Assets Net of Liabilities

0.85%    

Total Net Assets

100.00%        

 

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Security type / sector allocation and top 10

equity holdings

Delaware Dividend Income Fund

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        

 

Microsoft

   1.72%    

Intel

   1.53%    

Archer-Daniels-Midland

   1.53%    

Lowe’s

   1.51%    

Broadcom Class A

   1.49%    

CVS Health

   1.48%    

Northrop Grumman

   1.48%    

Johnson Controls

   1.47%    

Cardinal Health

   1.47%    

Cisco Systems

   1.45%    

 

 

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Table of Contents
Schedule of investments   
Delaware Dividend Income Fund    November 30, 2014

 

     Number of
Shares
     Value (U.S. $)  

 

 

Common Stock – 59.10%

     

 

 

Consumer Discretionary – 5.11%

     

Asian Pay Television Trust

     5,369,000       $ 3,604,600   

Bayerische Motoren Werke

     1,867         213,653   

General Motors

     72,000         2,406,960   

Johnson Controls

     229,400         11,470,000   

Kering

     1,607         332,199   

Lowe’s

     183,500         11,712,805   

Nitori Holdings

     9,586         531,479   

Publicis Groupe

     5,191         381,555   

Rexel

     12,216         226,379   

Sumitomo Rubber Industries

     24,200         368,669   

Target

     94,100         6,963,400   

Techtronic Industries

     96,000         307,006   

Toyota Motor

     11,700         721,046   

Yue Yuen Industrial Holdings

     134,500         482,160   
     

 

 

 
             39,721,911   
     

 

 

 

Consumer Staples – 6.22%

     

Archer-Daniels-Midland

     225,400         11,874,072   

Aryzta †

     7,967         636,139   

Carlsberg Class B

     4,762         424,354   

Coca-Cola

     34,793         1,559,770   

Coca-Cola Amatil

     37,954         295,316   

CVS Health

     126,400         11,547,904   

Kraft Foods Group

     182,200         10,962,974   

Mondelez International Class A

     282,600         11,077,920   
     

 

 

 
        48,378,449   
     

 

 

 

Diversified REITs – 0.64%

     

Gramercy Property Trust

     372,000         2,194,800   

Mapletree Commercial Trust

     759,000         824,050   

Washington Real Estate Investment Trust

     74,100         1,991,067   
     

 

 

 
        5,009,917   
     

 

 

 

Energy – 5.76%

     

Chevron

     87,500         9,526,125   

CNOOC

     255,000         372,887   

ConocoPhillips

     143,200         9,461,224   

Halliburton

     180,600         7,621,320   

Marathon Oil

     277,800         8,033,976   

Occidental Petroleum

     110,900         8,846,493   

Saipem †

     17,650         252,832   

Subsea 7

     3,940         39,156   

Suncor Energy

     9,100         287,314   

 

13


Table of Contents

Schedule of investments

Delaware Dividend Income Fund

 

     Number of
Shares
     Value (U.S. $)  

 

 

Common Stock (continued)

 

 

Energy (continued)

Total

  6,152    $ 344,465   
     

 

 

 
       44,785,792   
     

 

 

 

Financials – 6.72%

Allstate

  162,400      11,067,560   

Apollo Investment

  548,700      4,521,288   

AXA

  30,229      730,421   

Bank of New York Mellon

  273,700      10,956,211   

Bank Rakyat Indonesia Persero

  295,398      278,963   

BB&T

  271,400      10,201,926   

ING Groep CVA †

  33,866      496,503   

Marsh & McLennan

  193,000      10,921,870   

Mitsubishi UFJ Financial Group

  124,100      717,747   

Nordea Bank

  58,180      726,782   

Och-Ziff Capital Management Group

  58,506      693,296   

Standard Chartered

  39,012      571,806   

UniCredit

  56,213      415,911   
     

 

 

 
  52,300,284   
     

 

 

 

Healthcare – 8.76%

Baxter International

  147,900      10,796,700   

Cardinal Health

  138,900      11,416,191   

Johnson & Johnson

  99,600      10,781,700   

Merck

  171,700      10,370,680   

Novartis

  9,174      888,327   

Pfizer

  353,138      11,000,249   

Quest Diagnostics

  166,900      10,900,239   

Sanofi

  7,321      709,410   

Stada Arzneimittel

  8,666      312,341   

Teva Pharmaceutical Industries ADR

  17,557      1,000,398   
     

 

 

 
  68,176,235   
     

 

 

 

Healthcare REITs – 0.42%

Health Care REIT

  10,200      751,332   

Healthcare Realty Trust

  42,100      1,111,861   

Healthcare Trust of America Class A

  107,800      1,375,528   
     

 

 

 
  3,238,721   
     

 

 

 

Hotel REITs – 0.94%

Concentradora Fibra Hotelera Mexicana

  737,685      1,197,652   

DiamondRock Hospitality

  77,700      1,160,061   

Pebblebrook Hotel Trust

  27,400      1,182,858   

RLJ Lodging Trust

  40,300      1,327,079   

Strategic Hotels & Resorts †

  183,300      2,434,224   
     

 

 

 
  7,301,874   
     

 

 

 

 

14


Table of Contents

    

    

 

     Number of
Shares
     Value (U.S. $)  

 

 

Common Stock (continued)

     

 

 

Industrial REITs – 0.45%

     

DCT Industrial Trust

     15,900       $ 542,667   

First Industrial Realty Trust

     117,200         2,326,420   

Terreno Realty

     28,600         595,166   
     

 

 

 
        3,464,253   
     

 

 

 

Industrials – 5.26%

     

Deutsche Post

     15,792         525,055   

East Japan Railway

     6,246         468,239   

General Electric

     163,000         4,317,870   

ITOCHU

     44,689         514,368   

Koninklijke Philips

     16,416         495,542   

Meggitt

     40,980         322,407   

Northrop Grumman

     81,800         11,528,074   

Raytheon

     104,600         11,160,820   

Vinci

     8,012         433,504   

Waste Management

     222,800         10,857,044   

WestJet Airlines @

     9,256         261,405   
     

 

 

 
        40,884,328   
     

 

 

 

Information Technology – 8.25%

     

Apple

     28,100         3,341,933   

Broadcom Class A

     267,900         11,554,527   

CGI Group Class A †

     27,146         989,285   

Cisco Systems

     407,900         11,274,356   

Intel

     319,300         11,893,925   

Microsoft

     280,100         13,391,581   

Playtech

     18,335         184,111   

Teleperformance

     9,565         668,416   

Xerox

     782,400         10,922,304   
     

 

 

 
             64,220,438   
     

 

 

 

Mall REITs – 0.57%

     

Simon Property Group

     18,863         3,410,430   

Taubman Centers

     12,500         993,625   
     

 

 

 
        4,404,055   
     

 

 

 

Manufactured Housing REITs – 0.20%

     

Equity Lifestyle Properties

     10,127         502,400   

Sun Communities

     18,043         1,062,552   
     

 

 

 
        1,564,952   
     

 

 

 

Materials – 1.55%

     

AuRico Gold

     31,862         106,699   

duPont (E.I.) deNemours

     150,900         10,774,260   

Lafarge

     5,080         361,510   

 

15


Table of Contents

Schedule of investments

Delaware Dividend Income Fund

 

     Number of
Shares
     Value (U.S. $)  

 

 

Common Stock (continued)

 

 

Materials (continued)

Rexam

  49,436    $ 349,808   

Rio Tinto

  7,448      348,609   

Yamana Gold

  30,313      109,463   
     

 

 

 
  12,050,349   
     

 

 

 

Mixed REIT – 0.17%

Duke Realty

  70,100      1,362,744   
     

 

 

 
  1,362,744   
     

 

 

 

Multifamily REITs – 1.44%

American Campus Communities

  28,300      1,132,000   

American Residential Properties †

  149,600      2,658,392   

AvalonBay Communities

  12,800      2,058,112   

Equity Residential

  15,500      1,098,020   

Essex Property Trust

  7,813      1,581,429   

Post Properties

  45,700      2,677,106   
     

 

 

 
       11,205,059   
     

 

 

 

Office REITs – 0.60%

alstria office REIT †

  73,600      922,859   

Brandywine Realty Trust

  31,200      482,352   

Douglas Emmett

  1,456      40,535   

Equity Commonwealth

  48,700      1,238,441   

First Potomac Realty Trust

  47,400      586,812   

Highwoods Properties

  32,600      1,407,016   
     

 

 

 
  4,678,015   
     

 

 

 

Shopping Center REITs – 0.94%

DDR

  97,700      1,790,841   

First Capital Realty

  45,403      743,153   

Kite Realty Group Trust

  35,900      979,352   

Lippo Malls Indonesia Retail Trust

  2,593,000      736,139   

Ramco-Gershenson Properties Trust

  110,500      1,977,950   

Wheeler Real Estate Investment Trust @

  263,480      1,117,155   
     

 

 

 
  7,344,590   
     

 

 

 

Single Tenant REITs – 0.45%

Agree Realty

  37,500      1,155,375   

Spirit Realty Capital

  201,600      2,360,736   
     

 

 

 
  3,516,111   
     

 

 

 

Specialty – 0.16%

AMC Entertainment Holdings

  48,000      1,258,560   
     

 

 

 
  1,258,560   
     

 

 

 

Telecommunication Services – 2.84%

AT&T

  291,500      10,313,270   

 

16


Table of Contents

    

    

 

     Number of
Shares
     Value (U.S. $)  

 

 

Common Stock (continued)

     

 

 

Telecommunication Services (continued)

     

Century Communications =†

     1,625,000       $ 0   

Mobile Telesystems ADR

     24,562         300,148   

Nippon Telegraph & Telephone

     10,337         553,171   

Tele2 Class B

     34,998         453,151   

Verizon Communications

     206,400         10,441,776   
     

 

 

 
             22,061,516   
     

 

 

 

Utilities – 1.65%

     

Abengoa Yield

     21,600         609,120   

Edison International

     167,700         10,659,012   

GDF Suez

     53,273         1,313,752   

National Grid

     18,802         273,496   
     

 

 

 
        12,855,380   
     

 

 

 

Total Common Stock (cost $350,778,334)

        459,783,533   
     

 

 

 

 

 

Exchange-Traded Funds – 0.50%

     

 

 

Aberdeen Asia-Pacific Income Fund

     304,262         1,764,720   

Market Vectors High Yield Municipal Index

     69,400         2,150,706   
     

 

 

 

Total Exchange-Traded Funds (cost $3,934,933)

        3,915,426   
     

 

 

 

 

 

Convertible Preferred Stock – 3.37%

     

 

 

ArcelorMittal 6.00% exercise price $20.36, expiration date 12/21/15

     70,950         1,402,369   

Chesapeake Energy 144A 5.75% exercise price $26.14, expiration date 12/31/49 #

     865         920,684   

Dynegy 5.375% exercise price $38.75, expiration date 11/1/17 @

     16,230         1,745,374   

El Paso Energy Capital Trust I 4.75% exercise price $34.49, expiration date 3/31/28

     39,900         2,394,000   

Exelon 6.50% exercise price $43.75, expiration date 6/1/17

     41,750         2,178,933   

Halcon Resources 5.75% exercise price $6.16, expiration date 12/31/49

     1,141         597,171   

HealthSouth 6.50% exercise price $29.70, expiration date 12/31/49

     2,175         3,101,278   

Huntington Bancshares 8.50% exercise price $11.95, expiration date 12/31/49

     1,282         1,717,880   

Intelsat 5.75% exercise price $22.05, expiration date 5/1/16

     51,310         2,439,021   

Laclede Group 6.75% exercise price $57.81, expiration date 4/1/17

     13,235         734,939   

Maiden Holdings 7.25% exercise price $15.39, expiration date 9/15/16

     56,425         2,793,037   

 

17


Table of Contents

Schedule of investments

Delaware Dividend Income Fund

 

     Number of
Shares
     Value (U.S. $)  

 

 

Convertible Preferred Stock (continued)

 

 

SandRidge Energy

7.00% exercise price $7.76, expiration date 12/31/49

  1,500    $ 103,969   

8.50% exercise price $8.01, expiration date 12/31/49

  14,890      1,049,745   

Wells Fargo 7.50% exercise price $156.71, expiration date 12/31/49

  1,489      1,827,785   

Weyerhaeuser 6.375% exercise price $33.13, expiration date 7/1/16

  33,413      1,961,343   

Wheeler REIT

9.00% exercise price $5.00, expiration date 12/31/49

  35,990      820,212   

9.00% exercise price $5.00, expiration date 12/31/49 @=

  414      431,930   
     

 

 

 

Total Convertible Preferred Stock (cost $25,991,532)

       26,219,670   
     

 

 

 
     Principal amount°         

 

 

Commercial Mortgage-Backed Security – 0.12%

 

 

BAML Commercial Mortgage

Series 2006-4 A4 5.634% 7/10/46

  929,041      976,727   
     

 

 

 

Total Commercial Mortgage-Backed Security (cost $942,612)

  976,727   
     

 

 

 

 

 

Convertible Bonds – 9.63%

  

Basic Industry – 0.36%

Peabody Energy 4.75% exercise price $57.62, expiration date 12/15/41

  788,000      484,127   

RTI International Metals 1.625% exercise price $40.72, expiration date 10/10/19

  2,450,000      2,338,219   
     

 

 

 
  2,822,346   
     

 

 

 

Brokerage – 0.27%

Gain Capital Holdings 4.125% exercise price $12.00, expiration date 11/30/18

  2,024,000      2,116,345   
     

 

 

 
  2,116,345   
     

 

 

 

Capital Goods – 0.62%

Owens-Brockway Glass Container 144A 3.00% exercise price $47.47, expiration date 5/28/15 #

  2,517,000      2,556,341   

Titan Machinery 3.75% exercise price $43.17, expiration date 4/30/19

  2,973,000      2,287,352   
     

 

 

 
  4,843,693   
     

 

 

 

Communications – 1.15%

Alaska Communications Systems Group 6.25% exercise price $10.28, expiration date 4/27/18

  1,810,000      1,524,925   

Clearwire Communications 144A 8.25% exercise price $7.08, expiration date 11/30/40 #

  2,181,000      2,410,005   

Liberty Interactive 0.75% exercise price $1,000.00, expiration date 3/30/43

  1,464,000      2,066,070   

 

18


Table of Contents

    

    

 

 

     Principal amount°          Value (U.S. $)  

 

 

Convertible Bonds (continued)

 

 

Communications (continued)

Liberty Interactive 144A 1.00% exercise price $74.31, expiration date 9/28/43 #

  2,662,000    $ 2,931,527   
     

 

 

 
  8,932,527   
     

 

 

 

Consumer Cyclical – 0.97%

Huron Consulting Group 144A 1.25% exercise price $79.89, expiration date 9/27/19 #

  1,642,000      1,710,759   

Iconix Brand Group 2.50% exercise price $30.75, expiration date 5/31/16

  1,245,000      1,692,422   

Live Nation Entertainment 144A 2.50% exercise price $34.68, expiration date 5/13/19 #

  802,000      859,143   

Meritor 4.00% exercise price $26.73, expiration date 2/12/27 f

  3,072,000      3,277,440   
     

 

 

 
  7,539,764   
     

 

 

 

Consumer Non-Cyclical – 1.62%

BioMarin Pharmaceutical 1.50% exercise price $94.15, expiration date 10/13/20

  1,035,000      1,274,344   

Hologic 2.00% exercise price $31.17, expiration date 2/27/42 f

  1,168,000      1,300,130   

Hologic 2.00% exercise price $38.59, expiration date 12/15/43

  1,666,000      1,838,847   

NuVasive 2.75% exercise price $42.13, expiration date 6/30/17

  2,636,000      3,238,985   

Spectrum Pharmaceuticals 144A 2.75% exercise price $10.53, expiration date 12/13/18 #

  2,017,000      1,967,836   

Vector Group 1.75% exercise price $25.87, expiration date 4/15/20

  1,845,000      1,968,384   

Vector Group 2.50% exercise price $16.78, expiration date 1/14/19 

  739,000      1,048,645   
     

 

 

 
       12,637,171   
     

 

 

 

Energy – 0.74%

Chesapeake Energy 2.50% exercise price $47.77, expiration date 5/15/37

  683,000      673,609   

Energy XXI 144A 3.00% exercise price $40.40, expiration date 12/13/18 #

  2,792,000      1,828,760   

Helix Energy Solutions Group 3.25% exercise price $25.02, expiration date 3/12/32

  1,387,000      1,634,926   

Vantage Drilling 144A 5.50% exercise price $2.39, expiration date 7/15/43 #

  1,786,000      1,604,051   
     

 

 

 
  5,741,346   
     

 

 

 

Financials – 0.78%

Ares Capital 5.75% exercise price $19.13, expiration date 2/1/16

  1,558,000      1,622,267   

 

19


Table of Contents

Schedule of investments

Delaware Dividend Income Fund

 

     Principal amount°          Value (U.S. $)  

 

 

Convertible Bonds (continued)

 

 

Financials (continued)

BGC Partners 4.50% exercise price $9.84, expiration date 7/13/16

  2,293,000    $ 2,457,809   

New Mountain Finance 144A 5.00% exercise price $15.93, expiration date 6/14/19 #

  1,943,000      1,998,861   
     

 

 

 
  6,078,937   
     

 

 

 

Industrials – 0.26%

General Cable 4.50% exercise price $34.88, expiration date 11/15/29 f

  2,946,000      2,005,121   
     

 

 

 
  2,005,121   
     

 

 

 

REITs – 0.87%

Blackstone Mortgage Trust 5.25% exercise price $28.66, expiration date 12/1/18

  2,762,000      2,888,016   

Campus Crest Communities Operating Partnership 144A 4.75% exercise price $12.56, expiration date 10/11/18 #

  2,005,000      1,917,281   

Forest City Enterprises 3.625% exercise price $24.21, expiration date 8/14/20

  1,808,000      1,941,340   
     

 

 

 
  6,746,637   
     

 

 

 

Technology – 1.99%

Blucora 4.25% exercise price $21.66, expiration date 3/29/19

  1,247,000      1,215,046   

Cardtronics 1.00% exercise price $52.35, expiration date 11/27/20

  3,115,000      3,107,228   

Ciena 144A 3.75% exercise price $20.17, expiration date 10/15/18 #

  1,583,000      1,831,333   

Electronics For Imaging 144A 0.75% exercise price $52.72, expiration date 8/29/19 #

  1,100,000      1,146,750   

Equinix 4.75% exercise price $81.48, expiration date 6/13/16

  180,000      508,500   

j2 Global 3.25% exercise price $69.37, expiration date 6/14/29

  2,269,000      2,378,196   

Nuance Communications 2.75% exercise price $32.30, expiration date 11/1/31

  1,574,000      1,551,374   

SanDisk 1.50% exercise price $51.36, expiration date 8/11/17

  1,081,000      2,197,808   

VeriSign 4.086% exercise price $34.37, expiration date 8/15/37

  856,000      1,544,545   
     

 

 

 
       15,480,780   
     

 

 

 

Total Convertible Bonds (cost $72,211,795)

  74,944,667   
     

 

 

 

 

 

Corporate Bonds – 14.22%

 

 

Automotive – 0.46%

Gates Global 144A 6.00% 7/15/22 #

  940,000      918,850   

 

20


Table of Contents

    

    

 

 

     Principal amount°          Value (U.S. $)  

 

 

Corporate Bonds (continued)

 

 

Automotive (continued)

General Motors

4.875% 10/2/23

  255,000    $ 271,575   

6.25% 10/2/43

  330,000      385,275   

International Automotive Components Group 144A

9.125% 6/1/18 #

  628,000      667,250   

Lear 5.25% 1/15/25

  375,000      376,875   

Meritor

6.25% 2/15/24

  180,000      185,400   

6.75% 6/15/21

  325,000      342,875   

Tupy Overseas 144A 6.625% 7/17/24 #

  400,000      402,000   
     

 

 

 
  3,550,100   
     

 

 

 

Banking – 1.12%

Australia & New Zealand Banking Group

5.412% 6/20/22

AUD 1,090,000      968,969   

Bank of America

4.145% 8/23/18

AUD 1,100,000      951,068   

6.50% 10/29/49

  625,000      644,531   

Barclays Bank 7.625% 11/21/22

  550,000      608,094   

Credit Suisse Group 144A 7.50% 12/29/49 #

  520,000      551,200   

Goldman Sachs Group

4.035% 8/21/19

AUD 720,000      619,348   

4.468% 8/8/18

AUD 770,000      672,345   

HSBC Holdings 6.375% 12/29/49

  570,000      583,823   

JPMorgan Chase

3.825% 5/17/18

AUD         1,100,000      944,478   

6.75% 1/29/49

  605,000      647,350   

Lloyds Banking Group 7.50% 4/30/49

  615,000      633,450   

Popular 7.00% 7/1/19

  915,000      924,150   
     

 

 

 
        8,748,806   
     

 

 

 

Basic Industry – 1.55%

AK Steel

7.625% 5/15/20

  593,000      566,315   

7.625% 10/1/21

  285,000      269,325   

ArcelorMittal 6.125% 6/1/18

  474,000      503,625   

Arch Coal 144A 8.00% 1/15/19 #

  510,000      349,350   

Builders FirstSource 144A 7.625% 6/1/21 #

  684,000      709,650   

Cemex 144A 7.25% 1/15/21 #

  665,000      704,900   

CPG Merger Sub 144A 8.00% 10/1/21 #

  540,000      569,700   

First Quantum Minerals

144A 6.75% 2/15/20 #

  223,000      215,195   

144A 7.00% 2/15/21 #

  223,000      217,425   

144A 7.25% 5/15/22 #

  405,000      391,837   

 

21


Table of Contents

Schedule of investments

Delaware Dividend Income Fund

 

     Principal amount°          Value (U.S. $)  

 

 

Corporate Bonds (continued)

 

 

Basic Industry (continued)

FMG Resources August 2006 144A 6.875% 4/1/22 #

  574,000    $ 515,883   

Grace (W.R.)

144A 5.125% 10/1/21 #

  225,000      234,000   

144A 5.625% 10/1/24 #

  230,000      243,800   

Hardwoods Acquisition 144A 7.50% 8/1/21 #

  380,000      383,800   

HD Supply 11.50% 7/15/20

  425,000      494,594   

JMC Steel Group 144A 8.25% 3/15/18 #

  417,000      419,606   

Kissner Milling 144A 7.25% 6/1/19 #

  450,000      460,125   

LSB Industries 7.75% 8/1/19

  410,000      436,650   

Lundin Mining 144A 7.875% 11/1/22 #

  600,000      621,000   

New Gold 144A 6.25% 11/15/22 #

  394,000      384,150   

Nortek 8.50% 4/15/21

  375,000      405,000   

NOVA Chemicals 144A 5.00% 5/1/25 #

  340,000      352,325   

Polymer Group 144A 6.875% 6/1/19 #

  695,000      681,969   

Ryerson

9.00% 10/15/17

  277,000      283,233   

11.25% 10/15/18

  74,000      78,810   

Steel Dynamics 144A 5.50% 10/1/24 #

  355,000      373,637   

TPC Group 144A 8.75% 12/15/20 #

  733,000      764,153   

Wise Metals Group 144A 8.75% 12/15/18 #

  235,000      252,625   

Wise Metals Intermediate Holdings 144A 9.75% 6/15/19 #

  160,000      173,800   
     

 

 

 
       12,056,482   
     

 

 

 

Capital Goods – 0.99%

Accudyne Industries 144A 7.75% 12/15/20 #

  620,000      629,300   

Ardagh Packaging Finance 144A 6.00% 6/30/21 #

  600,000      595,500   

BWAY Holding 144A 9.125% 8/15/21 #

  960,000      993,600   

Consolidated Container 144A 10.125% 7/15/20 #

  419,000      383,385   

Gardner Denver 144A 6.875% 8/15/21 #

  712,000      710,220   

KLX 144A 5.875% 12/1/22 #

  590,000      601,800   

Milacron 144A 7.75% 2/15/21 #

  435,000      455,663   

Owens-Brockway Glass Container

144A 5.00% 1/15/22 #

  175,000      177,406   

144A 5.375% 1/15/25 #

  115,000      116,581   

Plastipak Holdings 144A 6.50% 10/1/21 #

  405,000      409,050   

Reynolds Group Issuer 8.25% 2/15/21

  720,000      755,100   

Sealed Air 144A 5.125% 12/1/24 #

  175,000      175,875   

Signode Industrial Group 144A 6.375% 5/1/22 #

  515,000      505,987   

TransDigm

6.00% 7/15/22

  650,000      659,750   

6.50% 7/15/24

  525,000      538,125   
     

 

 

 
  7,707,342   
     

 

 

 

 

22


Table of Contents

    

    

 

 

     Principal amount°          Value (U.S. $)  

 

 

Corporate Bonds (continued)

 

 

Communications – 0.05%

VimpelCom Holdings 144A 5.95% 2/13/23 #

  500,000    $ 421,500   
     

 

 

 
  421,500   
     

 

 

 

Consumer Cyclical – 0.72%

DBP Holding 144A 7.75% 10/15/20 #

  358,000      323,990   

K. Hovnanian Enterprises 144A 8.00% 11/1/19 #

  315,000      316,575   

Landry’s 144A 9.375% 5/1/20 #

  1,121,000      1,198,069   

Men’s Wearhouse 144A 7.00% 7/1/22 #

  305,000      314,913   

MGM Resorts International 6.00% 3/15/23

  585,000      596,700   

Michaels Stores 144A 5.875% 12/15/20 #

  425,000      430,313   

Midas Intermediate Holdco II 144A 7.875% 10/1/22 #

  395,000      393,025   

Pantry 8.375% 8/1/20

  406,000      430,360   

Party City Holdings 8.875% 8/1/20

  450,000      487,125   

PC Nextco Holdings 8.75% 8/15/19

  315,000      321,300   

PF Chang’s China Bistro 144A 10.25% 6/30/20 #

  377,000      381,713   

Rite Aid 6.75% 6/15/21

  390,000      410,475   
     

 

 

 
        5,604,558   
     

 

 

 

Consumer Non-Cyclical – 0.27%

Avis Budget Car Rental 144A 5.50% 4/1/23 #

  175,000      177,625   

Crestview DS Merger Sub II 10.00% 9/1/21

  330,000      391,050   

JBS Investments 144A 7.75% 10/28/20 #

  565,000      615,850   

Prestige Brands 144A 5.375% 12/15/21 #

  395,000      391,050   

Spectrum Brands

6.375% 11/15/20

  77,000      81,813   

6.625% 11/15/22

  291,000      311,370   

SUPERVALU 7.75% 11/15/22

  110,000      109,725   
     

 

 

 
  2,078,483   
     

 

 

 

Energy – 2.01%

Baytex Energy

144A 5.125% 6/1/21 #

  110,000      101,750   

144A 5.625% 6/1/24 #

  515,000      462,856   

California Resources

144A 5.50% 9/15/21 #

  635,000      573,087   

144A 6.00% 11/15/24 #

  365,000      327,359   

Calumet Specialty Products Partners 7.625% 1/15/22

  790,000      805,800   

Chaparral Energy

7.625% 11/15/22

  379,000      348,680   

8.25% 9/1/21

  236,000      227,740   

CHC Helicopter 9.375% 6/1/21

  367,250      374,595   

Chesapeake Energy 4.875% 4/15/22

  1,000,000      995,000   

Compressco Partners 144A 7.25% 8/15/22 #

  615,000      565,800   

Energy Transfer Equity 5.875% 1/15/24

  252,000      268,380   

Energy XXI Gulf Coast 144A 6.875% 3/15/24 #

  550,000      413,875   

 

23


Table of Contents

Schedule of investments

Delaware Dividend Income Fund

 

     Principal amount°          Value (U.S. $)  

 

 

Corporate Bonds (continued)

 

 

Energy (continued)

Exterran Partners 6.00% 4/1/21

  460,000    $ 418,600   

FTS International 144A 6.25% 5/1/22 #

  350,000      290,500   

Genesis Energy 5.75% 2/15/21

  530,000      525,363   

Halcon Resources

8.875% 5/15/21

  417,000      323,175   

9.75% 7/15/20

  825,000      635,250   

Key Energy Services 6.75% 3/1/21

  780,000      608,400   

Laredo Petroleum

5.625% 1/15/22

  550,000      522,500   

7.375% 5/1/22

  98,000      99,470   

Midstates Petroleum 9.25% 6/1/21

  1,035,000      864,225   

Murphy Oil USA 6.00% 8/15/23

  540,000      573,750   

Northern Blizzard Resources 144A 7.25% 2/1/22 #

  353,000      328,290   

Northern Oil & Gas 8.00% 6/1/20

  430,000      382,700   

NuStar Logistics 6.75% 2/1/21

  315,000      342,950   

Oasis Petroleum 6.875% 3/15/22

  880,000      831,600   

Ocean Rig UDW 144A 7.25% 4/1/19 #

  900,000      711,000   

PDC Energy 7.75% 10/15/22

  450,000      455,063   

Pioneer Energy Services 6.125% 3/15/22

  625,000      512,500   

Regency Energy Partners 5.875% 3/1/22

  550,000      569,250   

SandRidge Energy 8.125% 10/15/22

  849,000      687,690   

Triangle USA Petroleum 144A 6.75% 7/15/22 #

  230,000      188,600   

Warren Resources 144A 9.00% 8/1/22 #

  350,000      293,125   
     

 

 

 
       15,628,923   
     

 

 

 

Financials – 0.22%

Consolidated Energy Finance 144A 6.75% 10/15/19 #

  708,000      711,540   

e*trade Financial 5.375% 11/15/22

  385,000      389,813   

Infinity Acquisition 144A 7.25% 8/1/22 #

  680,000      625,600   
     

 

 

 
  1,726,953   
     

 

 

 

Healthcare – 1.08%

Air Medical Group Holdings 9.25% 11/1/18

  318,000      334,297   

Amsurg 144A 5.625% 7/15/22 #

  305,000      314,150   

Community Health Systems

6.875% 2/1/22

  985,000      1,047,794   

7.125% 7/15/20

  142,000      150,343   

8.00% 11/15/19

  53,000      56,843   

Crimson Merger Sub 144A 6.625% 5/15/22 #

  400,000      373,500   

DaVita HealthCare Partners 5.125% 7/15/24

  925,000      950,437   

Immucor 11.125% 8/15/19

  555,000      607,725   

Kinetic Concepts

10.50% 11/1/18

  334,000      370,740   

12.50% 11/1/19

  245,000      271,950   

 

24


Table of Contents

    

    

 

 

     Principal amount°          Value (U.S. $)  

 

 

Corporate Bonds (continued)

 

 

Healthcare (continued)

Mallinckrodt International Finance 4.75% 4/15/23

  305,000    $ 290,513   

MPH Acquisition Holdings 144A 6.625% 4/1/22 #

  265,000      276,925   

Omnicare

4.75% 12/1/22

  120,000      122,400   

5.00% 12/1/24

  325,000      333,125   

Par Pharmaceutical 7.375% 10/15/20

  1,092,000      1,154,790   

Salix Pharmaceuticals 144A 6.00% 1/15/21 #

  430,000      439,675   

Tenet Healthcare

144A 5.00% 3/1/19 #

  420,000      414,750   

6.00% 10/1/20

  250,000      266,563   

8.125% 4/1/22

  315,000      352,800   

Valeant Pharmaceuticals International 144A

6.375% 10/15/20 #

  237,000      246,779   
     

 

 

 
        8,376,099   
     

 

 

 

Insurance – 0.31%

American International Group 8.175% 5/15/58

  480,000      660,000   

Hockey Merger Sub 2 144A 7.875% 10/1/21 #

  575,000      599,437   

USI 144A 7.75% 1/15/21 #

  446,000      453,805   

XL Group 6.50% 10/29/49

  758,000      733,365   
     

 

 

 
  2,446,607   
     

 

 

 

Media – 1.70%

Altice 144A 7.75% 5/15/22 #

  605,000      626,931   

CBS Outdoor Americas Capital 144A 5.875% 3/15/25 #

  375,000      389,063   

CCO Holdings 5.25% 9/30/22

  447,000      446,441   

CCOH Safari

5.50% 12/1/22

  380,000      385,225   

5.75% 12/1/24

  675,000      680,906   

Columbus International 144A 7.375% 3/30/21 #

  835,000      892,406   

CSC Holdings 144A 5.25% 6/1/24 #

  790,000      785,063   

DISH DBS 144A 5.875% 11/15/24 #

  425,000      429,250   

Gannett

144A 4.875% 9/15/21 #

  115,000      115,863   

144A 5.50% 9/15/24 #

  400,000      406,500   

Gray Television 7.50% 10/1/20

  910,000      946,400   

iHeartCommunications

144A 9.00% 9/15/22 #

  645,000      630,487   

PIK 14.00% 2/1/21

  475,450      391,652   

MDC Partners 144A 6.75% 4/1/20 #

  585,000      606,206   

Media General Financing 144A 5.875% 11/15/22 #

  600,000      604,500   

Mediacom Broadband 5.50% 4/15/21

  345,000      351,469   

Numericable Group

144A 6.00% 5/15/22 #

  605,000      615,297   

 

25


Table of Contents

Schedule of investments

Delaware Dividend Income Fund

 

     Principal amount°          Value (U.S. $)  

 

 

Corporate Bonds (continued)

     

 

 

Media (continued)

     

Numericable Group

     

144A 6.25% 5/15/24 #

     200,000       $ 204,000   

RCN Telecom Services 144A 8.50% 8/15/20 #

     435,000         467,625   

Sinclair Television Group 144A 5.625% 8/1/24 #

     410,000         401,800   

Unitymedia KabelBW 144A 6.125% 1/15/25 #

     665,000         697,419   

Virgin Media Finance

     

144A 6.00% 10/15/24 #

     440,000         462,550   

144A 6.375% 4/15/23 #

     580,000         620,600   

VTR Finance 144A 6.875% 1/15/24 #

     975,000         1,028,625   
     

 

 

 
             13,186,278   
     

 

 

 

Services – 0.86%

     

AECOM Technology

     

144A 5.75% 10/15/22 #

     230,000         241,500   

144A 5.875% 10/15/24 #

     275,000         291,500   

Algeco Scotsman Global Finance 144A 10.75% 10/15/19 #

     894,000         840,360   

Caesars Growth Properties Holdings 144A

     

9.375% 5/1/22 #

     390,000         346,613   

Covanta Holding 5.875% 3/1/24

     585,000         602,550   

Geo Group

     

5.125% 4/1/23

     245,000         241,325   

5.875% 10/15/24

     385,000         394,625   

Mattamy Group 144A 6.50% 11/15/20 #

     677,000         683,770   

Navios South American Logistics 144A 7.25% 5/1/22 #

     530,000         544,575   

Pinnacle Entertainment

     

6.375% 8/1/21

     210,000         219,975   

7.75% 4/1/22

     163,000         176,040   

Stena 144A 7.00% 2/1/24 #

     240,000         235,800   

United Rentals North America 5.75% 11/15/24

     1,010,000         1,050,400   

Watco 144A 6.375% 4/1/23 #

     220,000         224,950   

West 144A 5.375% 7/15/22 #

     635,000         608,013   
     

 

 

 
        6,701,996   
     

 

 

 

Technology & Electronics – 0.80%

     

BMC Software Finance 144A 8.125% 7/15/21 #

     315,000         296,887   

CDW 5.50% 12/1/24

     275,000         275,000   

CommScope 144A 5.50% 6/15/24 #

     590,000         590,000   

Entegris 144A 6.00% 4/1/22 #

     580,000         601,924   

Equinix

     

5.375% 1/1/22

     220,000         222,200   

5.75% 1/1/25

     385,000         389,813   

First Data

     

11.25% 1/15/21

     445,000         508,413   

11.75% 8/15/21

     811,000         942,787   

 

26


Table of Contents

    

    

 

     Principal amount°          Value (U.S. $)  

 

 

Corporate Bonds (continued)

 

 

Technology & Electronics (continued)

First Data Holdings 144A PIK 14.50% 9/24/19 #

  36,260    $ 38,277   

Infor Software Parent 144A PIK 7.125% 5/1/21 #T

  945,000      947,363   

j2 Global 8.00% 8/1/20

  578,000      627,130   

NCR 6.375% 12/15/23

  415,000      433,675   

Viasystems 144A 7.875% 5/1/19 #

  295,000      312,700   
     

 

 

 
  6,186,169   
     

 

 

 

Telecommunications – 1.53%

CenturyLink 6.75% 12/1/23

  350,000      389,813   

Cogent Communications Finance 144A 5.625% 4/15/21 #

  530,000      522,050   

Digicel Group

144A 7.125% 4/1/22 #

  1,450,000      1,421,000   

144A 8.25% 9/30/20 #

  925,000      952,750   

Hughes Satellite Systems 7.625% 6/15/21

  368,000      410,320   

Intelsat Luxembourg

7.75% 6/1/21

  416,000      432,640   

8.125% 6/1/23

  1,405,000      1,475,250   

Level 3 Communications 144A 5.75% 12/1/22 #

  550,000      555,500   

Level 3 Escrow II 144A 5.375% 8/15/22 #

  625,000      632,813   

Sprint

7.125% 6/15/24

  900,000      894,375   

7.25% 9/15/21

  450,000      461,250   

7.875% 9/15/23

  730,000      768,325   

T-Mobile USA

6.00% 3/1/23

  215,000      218,763   

6.125% 1/15/22

  160,000      163,400   

6.25% 4/1/21

  210,000      216,037   

6.375% 3/1/25

  375,000      381,563   

Wind Acquisition Finance

144A 4.75% 7/15/20 #

  270,000      260,550   

144A 7.375% 4/23/21 #

  515,000      496,975   

Windstream

7.50% 6/1/22

  348,000      358,875   

7.75% 10/1/21

  300,000      315,375   

Zayo Group 10.125% 7/1/20

  524,000      591,465   
     

 

 

 
       11,919,089   
     

 

 

 

Utilities – 0.55%

Abengoa Yield 144A 7.00% 11/15/19 #

  585,000      583,537   

AES 7.375% 7/1/21

  129,000      148,350   

AES Gener 144A 8.375% 12/18/73 #

  200,000      223,400   

Calpine 5.375% 1/15/23

  510,000      517,650   

DPL 144A 6.75% 10/1/19 #

  495,000      512,325   

Dynegy 5.875% 6/1/23

  345,000      340,687   

 

27


Table of Contents

Schedule of investments

Delaware Dividend Income Fund

 

     Principal amount°          Value (U.S. $)  

 

 

Corporate Bonds (continued)

     

 

 

Utilities (continued)

     

Dynegy Finance I/II

     

144A 6.75% 11/1/19 #

     190,000       $ 197,837   

144A 7.375% 11/1/22 #

     315,000         331,931   

144A 7.625% 11/1/24 #

     300,000         317,625   

Elwood Energy 8.159% 7/5/26

     389,399         427,366   

Enel 144A 8.75% 9/24/73 #

     600,000         702,312   
     

 

 

 
        4,303,020   
     

 

 

 

Total Corporate Bonds (cost $111,678,120)

             110,642,405   
     

 

 

 

 

 

Leveraged Non-Recourse Security – 0.00%

     

 

 

JPMorgan Fixed Income Pass Through Trust

     

Series 2007-B 144A 8.845% 1/15/87 #@¿

     1,300,000         0   
     

 

 

 

Total Leveraged Non-Recourse Security (cost $1,105,000)

        0   
     

 

 

 

 

 

Municipal Bonds – 1.06%

     

 

 

California State

     

(Various Purposes) 5.00% 11/1/43

     1,000,000         1,130,890   

California Statewide Communities Development Authority

     

(California Baptist University) Series A 6.375% 11/1/43

     1,000,000         1,132,460   

Colorado Health Facilities Authority Revenue

     

(Catholic Health Initiatives) Series A 5.25% 1/1/45

     1,250,000         1,402,013   

Dallas/Fort Worth International Airport

     

Series H 5.00% 11/1/42 (AMT)

     1,000,000         1,069,610   

Golden State, California Tobacco Securitization
Corporation Settlement Revenue (Asset-Backed Senior Notes) Series A-1

     

5.75% 6/1/47

     650,000         548,489   

New York State Thruway Authority

     

Series J 5.00% 1/1/41

     1,000,000         1,119,630   

Palm Beach County Health Facilities Authority
(Sinai Residences Boca Raton Project)

     

7.25% 6/1/34

     65,000         73,870   

Series A 7.50% 6/1/49

     325,000         370,162   

Texas Private Activity Bond Surface Transportation (Senior Lien NTC Mobility)

     

6.75% 6/30/43 (AMT)

     450,000         545,837   

Utility Debt Securitization Authority, New York

     

(Restructuring) Series TE 5.00% 12/15/41

     750,000         866,460   
     

 

 

 

Total Municipal Bonds (cost $7,382,432)

        8,259,421   
     

 

 

 

 

28


Table of Contents

    

    

 

     Principal amount°          Value (U.S. $)  

 

 

Regional Bond – 0.00%D

     

 

 

Australia – 0.00%

     

New South Wales Treasury 4.00% 5/20/26

   AUD 12,000       $ 10,588   
     

 

 

 

Total Regional Bond (cost $10,632)

        10,588   
     

 

 

 

 

 

Senior Secured Loans – 0.92%«

     

 

 

Applied Systems 2nd Lien 7.50% 1/15/22

     758,000         760,843   

Ashland Water 2nd Lien 7.75% 7/2/22

     220,000         216,810   

Atkore International 2nd Lien 7.75% 9/27/21

     295,000         291,128   

Azure Midstream Tranche B 6.50% 10/21/18

     120,434         118,327   

BJ’s Wholesale Club 2nd Lien 8.50% 3/31/20

     590,000         592,729   

Borgata Tranche B 1st Lien 6.75% 8/15/18

     498,292         502,590   

Clear Channel Communications Tranche D 6.91% 1/30/19

     335,000         315,558   

Flint Group 2nd Lien 8.25% 5/2/22

     615,000         590,400   

Gentiva Health Services Tranche B 6.50% 10/10/19

     421,813         423,328   

Hostess Brands 1st Lien 6.75% 3/12/20

     582,075         596,263   

LTS Buyer 2nd Lien 8.00% 3/15/21

     82,225         82,842   

Mauser Holdings 2nd Lien 8.25% 6/30/22

     630,000         619,763   

Moxie Liberty Tranche B 7.50% 8/21/20

     295,000         300,900   

Moxie Patriot (Panda Power Fund) Tranche B1

     

6.75% 12/19/20

     290,000         292,900   

Otterbox Tranche B 5.75% 5/30/20

     448,875         445,228   

Panda Stonewall Tranche B 6.50% 11/12/21

     205,000         207,434   

Rite Aid 2nd Lien 5.75% 8/3/20

     220,000         221,833   

Samson Investment 2nd Lien 5.00% 9/25/18

     275,000         251,338   

Vantage Drilling Tranche B 1st Lien 5.75% 3/28/19

     367,204         306,615   
     

 

 

 

Total Senior Secured Loans (cost $7,277,792)

             7,136,829   
     

 

 

 

 

 

Sovereign Bonds – 0.57%D

     

 

 

Brazil – 0.20%

     

Brazil Notas do Tesouro Nacional Series F 10.00% 1/1/17

   BRL 4,200,000         1,575,182   
     

 

 

 
        1,575,182   
     

 

 

 

Mexico – 0.30%

     

Mexican Bonos 10.00% 12/5/24

   MXN         24,301,000         2,303,819   
     

 

 

 
        2,303,819   
     

 

 

 

South Africa – 0.07%

     

South Africa Government International Bond

     

5.375% 7/24/44

     500,000         531,497   
     

 

 

 
        531,497   
     

 

 

 

Total Sovereign Bonds (cost $4,487,340)

        4,410,498   
     

 

 

 

 

29


Table of Contents

Schedule of investments

Delaware Dividend Income Fund

 

     Principal amount°          Value (U.S. $)  

 

 

Supranational Bank – 0.13%D

 

 

Inter-American Development Bank 7.25% 7/17/17

IDR   11,950,000,000    $ 986,482   
     

 

 

 

Total Supranational Bank (cost $996,733)

  986,482   
     

 

 

 
     Number of         
     Shares         

 

 

Preferred Stock – 0.37%

 

 

Ally Financial 144A 7.00% #

  1,100      1,109,659   

Freddie Mac 6.02%

  40,000      130,800   

GMAC Capital Trust I 8.125%

  17,000      449,480   

Regions Financial 6.375%

  17,000      425,510   

Vornado Realty Trust 6.625%

  28,600      734,734   
     

 

 

 

Total Preferred Stock (cost $3,472,469)

  2,850,183   
     

 

 

 

 

 

Warrant – 0.00%

 

 

Wheeler Real Estate Investment Trust strike price $5.50,
expiration date 4/29/19 @†

  43,188      14,468   
     

 

 

 

Total Warrant (cost $358)

  14,468   
     

 

 

 
     Principal amount°         

 

 

Short-Term Investments – 9.16%

 

 

Discount Notes – 4.26%

Federal Home Loan Bank

0.065% 1/14/15

  4,938,891      4,938,718   

0.065% 1/21/15

  3,188,891      3,188,760   

0.065% 2/25/15

  7,041,706      7,041,030   

0.065% 3/5/15

  7,957,903      7,956,757   

0.068% 1/16/15

  3,309,475      3,309,352   

0.08% 2/20/15

  6,658,067      6,657,468   
     

 

 

 
       33,092,085   
     

 

 

 

Repurchase Agreements – 3.76%

Bank of America Merrill Lynch

0.05%, dated 11/28/14, to be repurchased on 12/1/14, repurchase price $10,314,731 (collateralized by U.S. government obligations 0.00%–1.375% 4/15/16–2/15/43 market value $10,520,983)

  10,314,688      10,314,688   

Bank of Montreal

0.08%, dated 11/28/14, to be repurchased on 12/1/14, repurchase price $3,438,252 (collateralized by U.S. government obligations 0.25%–11.25% 11/30/14–2/15/22 market value $3,506,997)

  3,438,229      3,438,229   

 

30


Table of Contents

    

    

 

     Principal amount°      Value (U.S. $)  

 

 

Short-Term Investments (continued)

 

 

Repurchase Agreements (continued)

BNP Paribas

0.09%, dated 11/28/14, to be repurchased on 12/1/14, repurchase price $15,502,199 (collateralized by U.S. government obligations 0.00%–3.625% 12/26/14–2/15/21 market value $15,812,126)

  15,502,083    $      15,502,083   
     

 

 

 
  29,255,000   
     

 

 

 

U.S. Treasury Obligation – 1.14%

U.S. Treasury Bill 0.005% 12/26/14

  8,882,805      8,882,565   
     

 

 

 
  8,882,565   
     

 

 

 

Total Short-Term Investments (cost $71,228,095)

  71,229,650   
     

 

 

 

Total Value of Securities – 99.15%
(cost $661,498,177)

  $771,380,547   
     

 

 

 

 

# Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. At Nov. 30, 2014, the aggregate value of Rule 144A securities was $80,281,635, which represents 10.32% of the Fund’s net assets. See Note 11 in “Notes to financial statements.”

 

@ Illiquid security. At Nov. 30, 2014, the aggregate value of illiquid securities was $3,570,332, which represents 0.46% of the Fund’s net assets. See Note 11 in “Notes to financial statements.”

 

¿ Pass Through Agreement. Security represents the contractual right to receive a proportionate amount of underlying payments due to the counterparty pursuant to various agreements related to the rescheduling of obligations and the exchange of certain notes.

 

86% of the income received was in the form of cash and 14% of the income received was in the form of additional par.

 

100% of the income received was in the form of additional par.

 

T 100% of the income received was in the form of additional cash.

 

= Security is being fair valued in accordance with the Fund’s fair valuation policy. At Nov. 30, 2014, the aggregate value of fair valued securities was $431,930, which represents 0.06% of the Fund’s net assets. See Note 1 in “Notes to financial statements.”

 

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.

 

Non-income-producing security.

 

Variable rate security. The rate shown is the rate as of Nov. 30, 2014. Interest rates reset periodically.

 

D Securities have been classified by country of origin.

 

«

Senior secured loans generally pay interest at rates which are periodically redetermined by reference to a base lending rate plus a premium. These base lending rates are generally: (i) the prime rate

 

31


Table of Contents

Schedule of investments

Delaware Dividend Income Fund

 

 

offered by one or more United States banks, (ii) the lending rate offered by one or more European banks such as the London Inter-Bank Offered Rate (LIBOR), and (iii) the certificate of deposit rate. Senior secured loans may be subject to restrictions on resale. Stated rate in effect at Nov. 30, 2014.

 

f Step coupon bond. Coupon increases or decreases periodically based on a predetermined schedule. Stated rate in effect at Nov. 30, 2014.

The following futures contracts and swap contracts were outstanding at Nov. 30, 2014:1

Futures Contracts

 

Contracts to Buy (Sell)

   Notional
Cost
  (Proceeds)  
         Notional    
Value
       Expiration  
Date
   Unrealized
Appreciation
(Depreciation)
 

        (52)

              E-mini S&P 500 Index    $   (5,139,143)       $   (5,372,380)       12/22/14    $     (233,237)   

Swap Contracts

CDS Contracts2

 

   

Swap

Referenced

        Notional           Annual
Protection
          Termination         Unrealized
Appreciation
 

Counterparty

 

Obligation

       

Value

         

Payments

         

Date

       

(Depreciation)

 
  Protection Purchased:                        

BCLY

  ICE-CDX.NA.HY.23       $         9,000,000            5.00%           12/20/19       $         (66,016

The use of futures contracts and swap contracts involves elements of market risk and risks in excess of the amounts disclosed in the financial statements. The notional values presented above represent the Fund’s total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Fund’s net assets.

1See Note 8 in “Notes to financial statements.”

2A CDS contract is a risk-transfer instrument through which one party (purchaser of protection) transfers to another party (seller of protection) the financial risk of a credit event (as defined in the CDS agreement), as it relates to a particular reference security or basket of securities (such as an index). Periodic payments (receipts) on such contracts are accrued daily and recorded as unrealized losses (gains) on swap contracts. Upon payment (receipt), such amounts are recorded as realized losses (gains) on swap contracts. Upfront payments made or received in connection with CDS contracts are amortized over the expected life of the CDS contracts as unrealized losses (gains) on swap contracts. The change in value of CDS contracts is recorded as unrealized appreciation or depreciation daily. A realized gain or loss is recorded upon a credit event (as defined in the CDS agreement) or the maturity or termination of the agreement.

 

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Summary of abbreviations:

ADR – American Depositary Receipt

AMT – Subject to Alternative Minimum Tax

AUD – Australian Dollar

BCLY – Barclays Bank

BRL – Brazilian Real

CDS – Credit Default Swap

CDX.NA.HY – Credit Default Swap Index North America High Yield

ICE – IntercontinentalExchange, Inc.

IDR – Indonesian Rupiah

MXN – Mexican Peso

PIK – Pay-in-kind

REIT – Real Estate Investment Trust

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

 

33


Table of Contents
Statement of assets and liabilities
Delaware Dividend Income Fund November 30, 2014

 

Assets:

Investments, at value1

$ 700,150,897   

Short-term investments, at value2

  71,229,650   

Cash collateral due from brokers

  1,271,165   

Foreign currencies, at value3

  69,568   

Cash

  1,006,666   

Dividends and interest receivable

  4,265,550   

Receivable for securities sold

  3,676,821   

Receivable for fund shares sold

  1,775,471   

Variation margin receivable on futures contracts

  15,600   
  

 

 

 

Total assets

  783,461,388   
  

 

 

 

Liabilities:

Payable for securities purchased

  2,665,300   

Due to brokers

  705,847   

Payable for fund shares redeemed

  265,720   

Swap payments payable

  87,500   

Investment management fees payable

  401,282   

Other accrued expenses

  337,952   

Distribution fees payable

  317,920   

Other affiliates payable

  49,494   

Trustees’ fees and expenses payable

  4,400   

Upfront payments paid on credit default swap contracts

  588,442   

Unrealized loss on credit default swap contracts

  66,016   

Other liabilities

  1,635   
  

 

 

 

Total liabilities

  5,491,508   
  

 

 

 

Total Net Assets

$ 777,969,880   
  

 

 

 

Net Assets Consist of:

Paid-in capital

$ 777,789,174   

Undistributed net investment income

  683,874   

Accumulated net realized loss on investments

  (110,023,052

Net unrealized appreciation of investments, foreign currencies, and derivatives

  109,519,884   
  

 

 

 

Total Net Assets

$ 777,969,880   
  

 

 

 

 

34


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Net Asset Value

  

Class A:

  

Net assets

   $ 315,097,720   

Shares of beneficial interest outstanding, unlimited authorization, no par

     22,951,250   

Net asset value per share

   $ 13.73   

Sales charge

     5.75

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

   $ 14.57   

Class C:

  

Net assets

   $ 308,975,167   

Shares of beneficial interest outstanding, unlimited authorization, no par

     22,473,241   

Net asset value per share

   $ 13.75   

Class R:

  

Net assets

   $ 3,982,719   

Shares of beneficial interest outstanding, unlimited authorization, no par

     290,107   

Net asset value per share

   $ 13.73   

Institutional Class:

  

Net assets

   $ 149,914,274   

Shares of beneficial interest outstanding, unlimited authorization, no par

     10,919,310   

Net asset value per share

   $ 13.73   

 

1 Investments, at cost

   $ 590,270,082   

2 Short-term investments, at cost

     71,228,095   

3 Foreign currencies, at cost

     70,983   

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

 

35


Table of Contents
Statement of operations
Delaware Dividend Income Fund Year ended November 30, 2014

 

Investment Income:

Dividends

$ 13,841,108   

Interest

  10,603,758   

Foreign tax withheld

  (99,981
  

 

 

 
  24,344,885   
  

 

 

 

Expenses:

Management fees

  4,488,341   

Distribution expenses – Class A

  775,348   

Distribution expenses – Class B

  63,423   

Distribution expenses – Class C

  2,851,177   

Distribution expenses – Class R

  17,816   

Dividend disbursing and transfer agent fees and expenses

  819,266   

Accounting and administration expenses

  238,081   

Reports and statements to shareholders

  114,810   

Registration fees

  110,318   

Audit and tax

  52,176   

Legal fees

  50,536   

Custodian fees

  50,410   

Trustees’ fees and expenses

  32,604   

Other

  43,632   
  

 

 

 
  9,707,938   

Less waived distribution expenses – Class B

  (26,043

Less expense paid indirectly

  (292
  

 

 

 

Total operating expenses

  9,681,603   
  

 

 

 

Net Investment Income

  14,663,282   
  

 

 

 

 

36


Table of Contents

    

    

 

 

Net Realized and Unrealized Gain (Loss):

Net realized gain (loss) on:

Investments

$ 31,634,134   

Foreign currencies

  (503,508

Foreign currency exchange contracts

  (91,754

Futures contracts

  (883,528

Options written

  334,147   

Swap contracts

  (990,615
  

 

 

 

Net realized gain

  29,498,876   
  

 

 

 

Net change in unrealized appreciation (depreciation) of:

Investments

  18,515,919   

Foreign currencies

  (12,433

Foreign currency exchange contracts

  6,785   

Futures contracts

  37,059   

Options written

  6,788   

Swap contracts

  254,745   
  

 

 

 

Net change in unrealized appreciation (depreciation)

  18,808,863   
  

 

 

 

Net Realized and Unrealized Gain

  48,307,739   
  

 

 

 

Net Increase in Net Assets Resulting from Operations

$ 62,971,021   
  

 

 

 

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

 

37


Table of Contents

Statements of changes in net assets

Delaware Dividend Income Fund

 

     Year ended  
     11/30/14     11/30/13  

Increase in Net Assets from Operations:

    

Net investment income

   $ 14,663,282      $ 11,127,325   

Net realized gain

     29,498,876        17,291,247   

Net change in unrealized appreciation (depreciation)

     18,808,863        59,142,315   
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

  62,971,021      87,560,887   
  

 

 

   

 

 

 

Dividends and Distributions to Shareholders from:

Net investment income:

Class A

  (7,317,367   (6,053,997

Class B

  (130,696   (235,428

Class C

  (4,581,895   (3,338,842

Class R

  (75,505   (71,763

Institutional Class

  (2,655,964   (1,226,175
  

 

 

   

 

 

 
  (14,761,427   (10,926,205
  

 

 

   

 

 

 

Capital Share Transactions:

Proceeds from shares sold:

Class A

  87,227,442      96,741,474   

Class B

  12,087      205,221   

Class C

  65,462,355      90,858,443   

Class R

  1,900,495      1,189,004   

Institutional Class

  97,952,473      38,525,198   

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

Class A

  6,744,169      5,604,764   

Class B

  123,159      217,686   

Class C

  4,163,166      3,003,745   

Class R

  70,986      71,517   

Institutional Class

  2,279,362      1,057,730   
  

 

 

   

 

 

 
        265,935,694            237,474,782   
  

 

 

   

 

 

 

 

38


Table of Contents

    

    

 

 

     Year ended  
     11/30/14     11/30/13  

Capital Share Transactions (continued):

    

Cost of shares redeemed:

    

Class A

   $ (97,579,843   $ (46,311,215

Class B

     (10,736,134     (9,382,458

Class C

     (35,216,011     (25,556,412

Class R

     (1,255,241     (1,884,594

Institutional Class

     (18,465,880     (14,947,724
  

 

 

   

 

 

 
  (163,253,109   (98,082,403
  

 

 

   

 

 

 

Increase in net assets derived from capital share transactions

  102,682,585      139,392,379   
  

 

 

   

 

 

 

Net Increase in Net Assets

  150,892,179      216,027,061   

Net Assets:

Beginning of year

  627,077,701      411,050,640   
  

 

 

   

 

 

 

End of year

$       777,969,880    $       627,077,701   
  

 

 

   

 

 

 

Undistributed net investment income

$ 683,874    $ 207,449   
  

 

 

   

 

 

 

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

 

39


Table of Contents

Financial highlights

Delaware Dividend Income 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 income1

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 return2

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

 

2  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.

 

40


Table of Contents

    

    

 

 

 

    Year ended  
    11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
     $ 12.810    $ 10.940    $ 9.890    $ 9.810    $ 9.190   
  0.312      0.316      0.348      0.351      0.373   
  0.923      1.854      1.045      0.086      0.695   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  1.235      2.170      1.393      0.437      1.068   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  (0.315   (0.300   (0.343   (0.357   (0.448
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  (0.315   (0.300   (0.343   (0.357   (0.448
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ 13.730    $ 12.810    $ 10.940    $ 9.890    $ 9.810   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  9.74%      20.07%      14.25%      4.39%      11.91%   
$ 315,098    $ 297,117    $ 203,819    $ 189,313    $ 192,876   
  1.10%      1.12%      1.16%      1.19%      1.26%   
  1.10%      1.16%      1.21%      1.24%      1.31%   
  2.35%      2.62%      3.28%      3.41%      3.93%   
  2.35%      2.58%      3.23%      3.36%      3.88%   
  56%      51%      47%      110%      109%   

 

 

 

41


Table of Contents

Financial highlights

Delaware Dividend Income 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 income1

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 return2

Ratios and supplemental data:

Net assets, end of period (000 omitted)

Ratio of expenses to average net assets

Ratio of net investment income to average net assets

Portfolio turnover

 

 

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

 

2  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.

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

 

42


Table of Contents

    

    

 

 

 

    Year ended  
    11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
     $ 12.830    $ 10.960    $ 9.900    $ 9.820    $ 9.190   
  0.213      0.226      0.268      0.274      0.302   
  0.921      1.853      1.056      0.086      0.694   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  1.134      2.079      1.324      0.360      0.996   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  (0.214   (0.209   (0.264   (0.280   (0.366
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  (0.214   (0.209   (0.264   (0.280   (0.366
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ 13.750    $ 12.830    $ 10.960    $ 9.900    $ 9.820   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  8.90%      19.13%      13.50%      3.61%      11.06%   
$ 308,975    $ 254,961    $ 156,758    $ 151,107    $ 152,009   
  1.85%      1.87%      1.91%      1.94%      2.01%   
  1.60%      1.87%      2.53%      2.66%      3.18%   
  56%      51%      47%      110%      109%   

 

 

 

43


Table of Contents

Financial highlights

Delaware Dividend Income 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 income1

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 return2

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

 

2  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.

 

44


Table of Contents

    

    

 

 

 

    Year ended  
    11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
     $ 12.810    $ 10.940    $ 9.890    $ 9.810    $ 9.190   
  0.280      0.284      0.321      0.325      0.349   
  0.921      1.856      1.046      0.086      0.693   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  1.201      2.140      1.367      0.411      1.042   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  (0.281   (0.270   (0.317   (0.331   (0.422
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  (0.281   (0.270   (0.317   (0.331   (0.422
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
$ 13.730    $ 12.810    $ 10.940    $ 9.890    $ 9.810   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  9.46%      19.77%      13.97%      4.13%      11.60%   
$ 3,983    $ 3,030    $ 3,151    $ 3,340    $ 3,069   
  1.35%      1.37%      1.41%      1.44%      1.51%   
  1.35%      1.46%      1.51%      1.54%      1.61%   
  2.10%      2.37%      3.03%      3.16%      3.68%   
  2.10%      2.28%      2.93%      3.06%      3.58%   
  56%      51%      47%      110%      109%   

 

 

 

45


Table of Contents

Financial highlights

Delaware Dividend Income 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 income1

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 return2

Ratios and supplemental data:

Net assets, end of period (000 omitted)

Ratio of expenses to average net assets

Ratio of net investment income to average net assets

Portfolio turnover

 

 

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

 

2  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.

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

 

46


Table of Contents

 

    Year ended  
        11/30/14         11/30/13         11/30/12         11/30/11         11/30/10  

 

 
  $  12.810      $  10.940      $    9.890      $  9.810      $    9.190   
        0.348            0.347            0.375          0.375            0.399   
        0.920            1.853            1.045          0.088            0.697   
        1.268            2.200            1.420          0.463            1.096   
       (0.348        (0.330        (0.370      (0.383        (0.476
       (0.348        (0.330        (0.370      (0.383        (0.476
  $  13.730      $  12.810      $  10.940      $  9.890      $    9.810   
  10.01%      20.37%      14.66%      4.55%      12.24%   
  $149,914      $  61,809      $  30,449      $24,986      $  12,766   
  0.85%      0.87%      0.91%      0.94%      1.01%   
  2.60%      2.87%      3.53%      3.66%      4.18%   
  56%      51%      47%      110%      109%   

 

 

 

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Table of Contents
Notes to financial statements
Delaware Dividend Income Fund   November 30, 2014   

Delaware Group® Equity Funds V (Trust) is organized as a Delaware statutory trust and offers three series: Delaware Dividend Income Fund, Delaware Small Cap Core Fund, and Delaware Small Cap Value Fund. These financial statements and the related notes pertain to Delaware Dividend Income 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. Effective Sept. 25, 2014, all remaining shares of Class B were converted to Class A shares. Between June 1, 2007 and Sept. 25, 2014, Class B shares could be purchased only through dividend reinvestment and certain permitted exchanges. Prior to June 1, 2007, Class B shares were sold with a CDSC that declined from 4.00% to zero depending upon the period of time the shares were held. Class B shares automatically converted to Class A shares on a quarterly basis approximately eight years after purchase. 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 to provide high current income and an investment that has the potential for 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 and exchange-traded funds (ETFs), 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 and ETFs 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 or ETF does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. Securities listed on a foreign exchange are normally valued at the last quoted sales price on the valuation date. Debt securities and credit default swap (CDS) contracts are valued based upon valuations provided by an independent pricing service or counterparty and reviewed by management. To the extent current market prices are not available, the pricing service may take into account developments related to the specific security, as well as transactions in comparable securities. U.S. government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. For asset-backed securities, collateralized mortgage obligations, commercial mortgage securities and U.S. government agency mortgage securities, pricing vendors utilize matrix pricing which considers prepayment speed; attributes of the collateral; yield or price of bonds of comparable quality, coupon, maturity, and type as well as broker/dealer-supplied prices. Swap prices are derived using daily swap curves and models that incorporate a number of market data factors, such as discounted cash flows, trades, and values of the underlying reference instruments. Foreign currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the

 

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settlement date of the contract is an interim date for which quotations are not available. Futures contracts and options on futures contracts are valued at the daily quoted settlement prices. Exchange-traded options are valued at the last reported sale price or, if no sales are reported, at the mean between the last reported 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). 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. Whenever such a significant event occurs, the Fund may value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal and Foreign 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. In regard to foreign taxes only, the Fund has open tax years in certain foreign countries in which it invests that may date back to the inception of the Fund.

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 Nov. 28, 2014.

Foreign Currency Transactions – Transactions denominated in foreign currencies are recorded at the prevailing exchange rates on the valuation date in accordance with the Fund’s prospectus. The value of all assets and liabilities denominated in foreign currencies is translated daily into U.S. dollars at the

 

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Notes to financial statements

Delaware Dividend Income Fund

 

1. Significant Accounting Policies (continued)

 

exchange rate of such currencies against the U.S. dollar. Transaction gains or losses resulting from changes in exchange rates during the reporting period or upon settlement of the foreign currency transaction are reported in operations for the current period. The Fund generally bifurcates that portion of realized gains and losses on investments in debt securities which is due to changes in foreign exchange rates from that which is due to changes in market prices of debt securities. That portion of gains (losses) is included on the “Statement of operations” under “Net realized gain (loss) on foreign currencies.” For foreign equity securities, these changes are included in net realized and unrealized gain or loss on investments. The Fund reports certain foreign currency related transactions as components of realized gains (losses) for financial reporting purposes, whereas such components are treated as ordinary income (loss) for federal income tax purposes.

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 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. Discounts and premiums on debt securities are amortized to interest income over the lives of the respective securities using the effective interest method. Distributions received from investments in Real Estate Investment Trusts (REITs) are recorded as dividend income on ex-dividend date, subject to reclassification upon notice of the character of such distributions by the issuer. The financial statements reflect an estimate of the reclassification of the distribution character. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Fund is aware of such dividends, net of all tax withholdings, a portion of which may be reclaimable. Withholding taxes and reclaims on foreign dividends have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. The Fund declares and pays dividends from net investment income monthly and distributions from 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 year ended Nov. 30, 2014.

 

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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 earnings credits for the year ended Nov. 30, 2014.

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 year ended Nov. 30, 2014, the Fund earned $292 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.

Effective Nov. 1, 2014, Delaware Investments Fund Services Company (DIFSC), an affiliate of DMC, provides fund accounting and financial administrative oversight services to the Fund. Prior to this time, Delaware Service Company, Inc. (DSC), an affiliate of DMC, provided fund accounting and financial administrative oversight services to the Fund. For these services, the Fund pays DIFSC 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 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 year ended Nov. 30, 2014, the Fund was charged $33,856 for these services. This amount is included on the “Statement of operations” under “Accounting and administration expenses.”

Effective Nov. 1, 2014, DIFSC is also the transfer agent and dividend disbursing agent of the Fund. Prior to this time, DSC was the transfer agent and dividend disbursing agent of the Fund. For these services, the Fund pays DIFSC fees 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. This amount is included on the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses.” For the year ended Nov. 30, 2014, the Fund was charged $152,524 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 not to exceed 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. The Fund’s Class B shares paid DDLP 1.00% of the

 

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Notes to financial statements

Delaware Dividend Income Fund

 

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

 

average daily net assets for the period Dec. 1, 2013 through Sept. 25, 2014. DDLP had contracted to limit the Fund’s Class B 12b-1 fees from March 28, 2014 through Sept. 25, 2014 to 0.25% of average daily net assets. Institutional Class shares pay no distribution and service expenses.

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 year ended Nov. 30, 2014, the Fund was charged $19,423 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 year ended Nov. 30, 2014, DDLP earned $120,712 for commissions on sales of the Fund’s Class A shares. For the year ended Nov. 30, 2014, DDLP received gross CDSC commissions of $27 and $3,453 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 the year ended Nov. 30, 2014, the Fund made purchases and sales of investment securities other than U.S. government securities and short-term investments as follows:

 

Purchases

$ 421,299,683   

Sales

$ 367,484,157   

At Nov. 30, 2014, the cost of investments and unrealized appreciation (depreciation) for federal income tax purposes were as follows:

 

Cost of investments

$ 669,170,357   
  

 

 

 

Aggregate unrealized appreciation

$ 126,830,468   

Aggregate unrealized depreciation

  (24,620,278
  

 

 

 

Net unrealized appreciation

$ 102,210,190   
  

 

 

 

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 based on the best information available under the

 

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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.

 

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Notes to financial statements

Delaware Dividend Income Fund

 

3. Investments (Continued)

 

The following table summarizes the valuation of the Fund’s investments by fair value hierarchy levels as of Nov. 30, 2014:

 

     Level 1     Level 2     Level 3      Total  

Agency, Asset- & Mortgage-Backed
Securities

   $      $ 976,727      $       $ 976,727   

Corporate Debt

            185,587,072                185,587,072   

Foreign Debt

            5,407,568                5,407,568   

Senior Secured Loans1

            5,621,005        1,515,824         7,136,829   

Municipal Bonds

            8,259,421                8,259,421   

Common Stock

     459,783,533                       459,783,533   

Convertible Preferred Stock1

     17,877,585        7,910,155        431,930         26,219,670   

Preferred Stock1

     1,609,724        1,240,459                2,850,183   

Warrant

     14,468                       14,468   

Exchange-Traded Funds

     3,915,426                       3,915,426   

Short-Term Investments

            71,229,650                71,229,650   
  

 

 

   

 

 

   

 

 

    

 

 

 

Total

$ 483,200,736    $ 286,232,057    $ 1,947,754    $ 771,380,547   
  

 

 

   

 

 

   

 

 

    

 

 

 

Futures Contracts

$ (233,237 $    $    $ (233,237

Swap Contracts

       (66,016        (66,016

1Security type is valued across multiple levels. Level 1 investments represent exchange-traded investments, Level 2 investments represent investments with observable input or matrix-price investments, and Level 3 investments represent investments without observable inputs. The amounts attributed to Level 1 investments, Level 2 investments, and Level 3 investments represent the following percentages of the total market value of these security types:

 

      Level 1      Level 2      Level 3     Total  

Convertible Preferred Stock

     68.18     30.17     1.65     100.00

Preferred Stock

     56.48     43.52            100.00

Senior Secured Loans

            78.76     21.24     100.00

The securities that have been deemed worthless on the “Schedule of investments” are considered to be Level 3 investments in this table.

During the year ended Nov. 30, 2014, there were no transfers between Level 1 investments, Level 2 investments, and 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.

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. Management has determined not to provide additional disclosure on Level 3 inputs under ASU No. 2011-04 since the Level 3 investments are not considered significant to the Fund’s net assets at the end of the year.

 

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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 gains on foreign currency transactions and 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 years ended Nov. 30, 2014 and 2013 was as follows:

 

     Year ended  
       11/30/14        11/30/13  

Ordinary income

   $ 14,761,427         $ 10,926,205   

5. Components of Net Assets on a Tax Basis

As of Nov. 30, 2014, the components of net assets on a tax basis were as follows:

 

Shares of beneficial interest

   $ 777,789,174   

Undistributed ordinary income

     2,211,903   

Capital loss carryforwards

     (104,228,154

Unrealized appreciation and foreign currencies

     102,196,957   
  

 

 

 

Net assets

$ 777,969,880   
  

 

 

 

The differences between book basis and tax basis components of net assets are primarily attributable to tax deferral of losses on wash sales, tax treatment of market discount and premium on debt instruments, mark-to-market on futures and options contracts, tax treatment of CDS contracts, trust preferred securities, tax treatment of partnership income, tax recognition of unrealized gain on passive foreign investment companies, and contingent payment debt instruments.

For financial reporting purposes, capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Reclassifications are primarily due to tax treatment of gain (loss) on foreign currency transactions, market discount and premium on certain debt instruments, CDS contracts, contingent payment debt instruments, disallowed expenses for excise tax paid, paydowns, and partnership income. Results of operations and net assets were not affected by these reclassifications. For the year ended Nov. 30, 2014, the Fund recorded the following reclassifications:

 

Undistributed net investment income

$ 574,570   

Accumulated net realized loss

  (564,926

Paid in capital

  (9,644

For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. $26,908,546 was utilized in 2014. Capital loss carryforwards remaining at Nov. 30, 2014 will expire as follows: $49,479,104 expires in 2016 and $54,749,050 expires in 2017.

On Dec. 22, 2010, the Regulated Investment Company Modernization Act of 2010 (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. 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

 

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Table of Contents

Notes to financial statements

Delaware Dividend Income Fund

 

5. Components of Net Assets on a Tax Basis (continued)

 

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. At Nov. 30, 2014, there were no capital loss carryforwards incurred that will be carried forward under the Act.

6. Capital Shares

Transactions in capital shares were as follows:

 

     Year ended  
     11/30/14      11/30/13  

Shares sold:

     

Class A

     6,568,466         7,963,286   

Class B

     867         17,010   

Class C

     4,927,542         7,445,097   

Class R

     142,656         99,301   

Institutional Class

     7,307,070         3,182,591   

Shares issued upon reinvestment of dividends and
distributions:

     

Class A

     505,623         467,743   

Class B

     9,242         18,398   

Class C

     311,250         250,979   

Class R

     5,312         6,010   

Institutional Class

           169,625                87,786   
      19,947,653         19,538,201   

Shares redeemed:

     

Class A

     (7,315,562      (3,863,148

Class B

     (802,596      (783,456

Class C

     (2,640,980      (2,126,944

Class R

     (94,374      (156,755

Institutional Class

       (1,382,130       (1,228,075
     (12,235,642       (8,158,378

Net increase

        7,712,011         11,379,823   

For the years ended Nov. 30, 2014 and 2013, 117,065 Class B shares were converted to 117,213 Class A shares valued at $1,571,284 and 105,064 Class B shares were converted to 105,126 Class A shares valued at $1,249,804, respectively. The respective 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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Certain shareholders may exchange shares of one class of shares for another class in the same Fund. For the year ended Nov. 30, 2014, exchange transactions were as follows:

 

Exchange Redemptions

 

 

Exchange Subscriptions

 

 
   Class A   
Shares
  Class C
Shares
  Institutional
Class
Shares
  Class A
Shares
  Institutional
Class
Shares
   Value  

 

1,931

  653       2,585    $ 34,197   

These exchange transactions are included as subscriptions and redemptions in the table above and the “Statements of changes in net assets.”

7. Line of Credit

The Fund, along with certain other funds in the Delaware Investments® Family of Funds (Participants), was a participant in a $225,000,000 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 were charged an annual commitment fee of 0.08%, which was allocated across the Participants on the basis of each Participant’s allocation of the entire facility. The Participants were permitted to borrow up to a maximum of one third of their net assets under the agreement. Each Participant was individually, and not jointly, liable for its particular advances, if any, under the line of credit. The line of credit under the agreement expired on Nov. 10, 2014.

On Nov. 10, 2014, the Fund, along with the other Participants, entered into an amendment to the agreement for a $275,000,000 revolving line of credit to be used as described above and to be operated in substantially the same manner as the original agreement. The line of credit under the agreement expires on Nov. 9, 2015.

The Fund had no amounts outstanding as of Nov. 30, 2014 or at any time during the year then ended.

8. Derivatives

U.S. GAAP requires disclosures that enable investors to understand: (1) how and why an entity uses derivatives; (2) how they are accounted for; and (3) how they affect an entity’s results of operations and financial position.

Foreign Currency Exchange Contracts – The Fund may enter into foreign currency exchange contracts and foreign cross currency exchange contracts as a way of managing foreign exchange rate risk. The Fund may enter into these contracts to fix the U.S. dollar value of a security that it has agreed to buy or sell for the period between the date the trade was entered into and the date the security is delivered and paid for. The Fund may also use these contracts to hedge the U.S. dollar value of securities it already owns that are denominated in foreign currencies. In addition, the Fund may enter into these contracts to facilitate or expedite the settlement of portfolio transactions. The change in value is recorded as an unrealized gain or loss. When the contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

 

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Notes to financial statements

Delaware Dividend Income Fund

 

8. Derivatives (continued)

 

The use of foreign currency exchange contracts and foreign cross currency exchange contracts does not eliminate fluctuations in the underlying prices of the securities, but does establish a rate of exchange that can be achieved in the future. Although foreign currency exchange contracts and foreign cross currency exchange contracts limit the risk of loss due to an unfavorable change in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency change favorably. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. The Fund’s maximum risk of loss from counterparty credit risk is the value of its currency exchanged with the counterparty. The risk is generally mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty.

During the year ended Nov. 30, 2014, the Fund entered into foreign currency exchange contracts to hedge the U.S. dollar value of securities it already owns that are denominated in foreign currencies.

Futures Contracts – A futures contract is an agreement in which the writer (or seller) of the contract agrees to deliver to the buyer an amount of cash or securities equal to a specific dollar amount times the difference between the value of a specific security or index at the close of the last trading day of the contract and the price at which the agreement is made. The Fund may use futures in the normal course of pursuing its investment objective. The Fund may invest in futures contracts to hedge its existing portfolio securities against fluctuations in fair value caused by changes in interest rates, or market conditions. Upon entering into a futures contract, the Fund deposits cash or pledges U.S. government securities to a broker, equal to the minimum “initial margin” requirements of the exchange on which the contract is traded. Subsequent payments are received from the broker or paid to the broker each day, based on the daily fluctuation in the market value of the contract. These receipts or payments are known as “variation margin” and are recorded daily by the Fund as unrealized gains or losses until the contracts are closed. When the contracts are closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts include potential imperfect correlation between the futures contracts and the underlying securities and the possibility of an illiquid secondary market for these instruments. When investing in futures, there is reduced counterparty credit risk to the Fund because futures are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees against default. The Fund posted $240,000 cash collateral for open futures contracts, which is presented as “Cash collateral due from brokers” on the “Statement of assets and liabilities.”

During the year ended Nov. 30, 2014, the Fund used futures contracts to hedge the Fund’s existing portfolio securities against fluctuations in value caused by changes in interest rates or market conditions and to hedge currency risks associated with the Fund’s investments.

Options Contracts – During the year ended Nov. 30, 2014, the Fund entered into options contracts in the normal course of pursuing its investment objective. The Fund may buy or write options contracts for any number of reasons, including without limitation: to manage the Fund’s exposure to changes in securities prices caused by interest rate or market conditions and foreign currencies; to earn income; as an efficient means of adjusting the Fund’s overall exposure to certain markets; to protect the value of

 

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portfolio securities; and as a cash management tool. The Fund may buy or write call or put options on securities, financial indices, and foreign currencies. When the Fund buys an option, a premium is paid and an asset is recorded and adjusted on a daily basis to reflect the current market value of the option purchased. When the Fund writes an option, a premium is received and a liability is recorded and adjusted on a daily basis to reflect the current market value of the options written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is treated as realized gain or loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Fund has a realized gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option. When writing options, the Fund is subject to minimal counterparty risk because the counterparty is only obligated to pay premiums and does not bear the market risk of an unfavorable market change.

Transactions in options written during the year ended Nov. 30, 2014 for the Fund were as follows:

 

       Number of
Contracts
       Premiums  

Options outstanding at Nov. 30, 2013

       416           $ 46,460    

Options written

       4,018             435,265    

Options expired

       (2,568)            (305,583

Options terminated in closing purchase transactions

       (1,866)            (176,142
    

 

 

      

 

 

 

Options outstanding at Nov. 30, 2014

  —      $ —    
    

 

 

      

 

 

 

During the year ended Nov. 30, 2014, the Fund used options contracts to receive premiums for writing options.

Swap Contracts – The Fund may enter into CDS contracts in the normal course of pursuing its investment objective. The Fund may enter into CDS contracts in order to hedge against a credit event, to enhance total return or to gain exposure to certain securities or markets. The Fund will not be permitted to enter into any swap transactions unless, at the time of entering into such transactions, the unsecured long-term debt of the actual counterparty, combined with any credit enhancements, is rated at least BBB- by Standard & Poor’s Financial Services LLC (S&P) or Baa3 by Moody’s Investors Service, Inc. (Moody’s) or is determined to be of equivalent quality by DMC.

Credit Default Swaps. A CDS contract is a risk-transfer instrument through which one party (purchaser of protection) transfers to another party (seller of protection) the financial risk of a credit event (as defined in the CDS agreement), as it relates to a particular reference security or basket of securities (such as an index). In exchange for the protection offered by the seller of protection, the purchaser of protection agrees to pay the seller of protection a periodic amount at a stated rate that is applied to the notional amount of the CDS contract. In addition, an upfront payment may be made or received by the Fund in connection with an unwinding or assignment of a CDS contract. Upon the occurrence of a credit event, the seller of protection would pay the par (or other agreed-upon) value of the reference security (or basket of securities) to the counterparty. Credit events generally include, among others, bankruptcy, failure to pay, and obligation default.

 

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Notes to financial statements

Delaware Dividend Income Fund

 

8. Derivatives (continued)

 

During the year ended Nov. 30, 2014, the Fund entered into CDS contracts as a purchaser and seller of protection. Periodic payments (receipts) on such contracts are accrued daily and recorded as unrealized losses (gains) on swap contracts. Upon payment (receipt), such amounts are recorded as realized losses (gains) on swap contracts. Upfront payments made or received in connection with CDS contracts are amortized over the expected life of the CDS contracts as unrealized losses (gains) on swap contracts. The change in value of CDS contracts is recorded daily as unrealized appreciation or depreciation. A realized gain or loss is recorded upon a credit event (as defined in the CDS agreement) or the maturity or termination of the agreement. Initial margin and variation margin is posted to central counterparties for CDS basket trades, as determined by the applicable central counterparty.

CDS contracts may involve greater risks than if the Fund had invested in the reference obligation directly. CDS contracts are subject to general market risk, liquidity risk, counterparty risk, and credit risk. The Fund’s maximum risk of loss from counterparty credit risk, either as the seller of protection or the buyer of protection, is the fair value of the contract. This risk is mitigated by (1) for bilateral swap contracts, having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty or (2) for cleared swaps, trading these instruments through a central counterparty.

During the year ended Nov. 30, 2014, the Fund used CDS contracts to hedge against a credit event and to enhance total return.

Swaps Generally. The value of open swaps may differ from that which would be realized in the event the Fund terminated its position in the contract on a given day. Risks of entering into these contracts include the potential inability of the counterparty to meet the terms of the contracts. This type of risk is generally limited to the amount of favorable movement in the value of the underlying security, instrument, or basket of instruments, if any, at the day of default. Risks also arise from potential losses from adverse market movements and such losses could exceed the unrealized amounts that would be shown on the “Schedule of investments.”

At Nov. 30, 2014, the Fund posted $1,031,165 in cash collateral for centrally cleared swap contracts, which is presented as “Cash collateral due from brokers” on the “Statement of assets and liabilities.”

 

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Fair values of derivative instruments as of Nov. 30, 2014 were as follows:

 

     Asset Derivatives      Liability Derivatives  
    

Statement of

Assets and
Liabilities Location

   Fair Value     

Statement of

Assets and
Liabilities Location

   Fair Value  

Interest rate contracts (Futures contracts)

   Variation margin
receivable on
futures contracts
     —           Variation margin
receivable on
futures contracts
     (233,237 )* 

Credit contracts (Swap contracts)

   Unrealized gain
of credit default
swap contracts
           —           Unrealized loss
of credit default
swap contracts
         (66,016

Total

            $—                $(299,253

*Includes cumulative appreciation (depreciation) of futures contracts from the date the contracts are opened through Nov. 30, 2014. Only current day variation margin is reported on the “Statement of assets and liabilities.”

The effect of derivative instruments on the “Statement of operations” for the year ended Nov. 30, 2014 was as follows:

 

     Net Realized Gain (Loss) on:  
     Foreign
Currency
Exchange
Contracts
    Futures
Contracts
    Options      Swap
Contracts
    Total  

Forward currency exchange contracts

       $ (91,754       $           —          $          —             $          —       $      (91,754

Interest rate contracts

            (883,528     334,147                (549,381

Credit contracts

                           (990,615       (990,615
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total

    $ (91,754     $ (883,528     $ 334,147          $(990,615  $ (1,631,750
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
     Net Change in Unrealized Appreciation of:  
     Foreign
Currency
Exchange
Contracts
    Futures
Contracts
    Options      Swap
Contracts
    Total  

Forward currency exchange contracts

     $6,785        $       —        $     —         $         —        $    6,785   

Interest rate contracts

            37,059        6,788                43,847   

Credit contracts

                           254,745        254,745   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total

  $6,785      $37,059      $6,788      $254,745      $305,377   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

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Notes to financial statements

Delaware Dividend Income Fund

 

8. Derivatives (continued)

 

Derivatives Generally. The table below summarizes the average balance of derivative holdings by the Fund during the year ended Nov. 30, 2014.

 

     Long Derivative
Volume
     Short Derivative
Volume
 

Foreign currency exchange contracts (average cost)

   USD         225,589       USD         334,510   

Futures contracts (average notional value)

             9,025,426   

Options contracts (average notional value)

             18,523   

CDS contracts (average notional value)*

     9,245,992         138,889   

* Long represents buying protection and short represents selling protection.

9. Offsetting

In December 2011, the Financial Accounting Standards Board (FASB) issued guidance that expands 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 requires 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 clarifies 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. The Fund adopted the disclosure provisions on offsetting during the current reporting period.

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 each of its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a 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.”

 

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At Nov. 30, 2014, the Fund had the following assets and liabilities subject to offsetting provisions:

Offsetting of Financial Assets and Liabilities and Derivative Assets and Liabilities

 

Counterparty

  

Gross Value of

Derivative Asset

  

Gross Value of

Derivative Liability

 

Net Position

 

Barclays Bank

   $—    $(66,016)    $ (66,016)    

 

Counterparty

  

Net Position

    

Fair Value of

Non-Cash

Collateral Received

  

Cash Collateral

Received

  

Fair Value of

Non-Cash

Collateral Pledged

  

Cash

Collateral

Pledged

  

Net
Amount(a)

Barclays Bank

    $ (66,016)        $—    $—    $—    $66,016    $—

Master Repurchase Agreements

 

Counterparty

 

Repurchase

Agreements

 

Fair Value of

Non-Cash

Collateral Received

 

Cash Collateral

Received

 

Net Amount(a)

Bank of America
Merrill Lynch

      $10,314,688         $(10,314,688)      $—   $—

Bank of Montreal

      3,438,229         (3,438,229)        —     —

BNP Paribas

        15,502,083           (15,502,083)        —     —

Total

      $29,255,000         $(29,255,000)      $—   $—

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

10. 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.

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

 

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Notes to financial statements

Delaware Dividend Income Fund

 

10. Securities Lending (continued)

 

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 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 year ended Nov. 30, 2014, the Fund had no securities out on loan.

11. Credit and Market Risk

The Fund invests a portion of its assets in high yield fixed income securities, which are securities rated lower than BBB- by S&P and Baa3 by Moody’s, or similarly rated by another nationally recognized statistical rating organization. Investments in these higher yielding securities are generally accompanied by a greater degree of credit risk than higher rated securities. Additionally, lower rated securities may be more susceptible to adverse economic and competitive industry conditions than investment-grade securities.

The Fund invests in fixed income securities whose value is derived from an underlying pool of mortgages or consumer loans. The value of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates. Investors receive principal and interest payments as the underlying mortgages and consumer loans are paid back. Some of these securities are collateralized mortgage obligations (CMOs). CMOs are debt securities issued by U.S. government agencies or by financial institutions and other mortgage lenders, which are collateralized by a pool of

 

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mortgages held under an indenture. Prepayment of mortgages may shorten the stated maturity of the obligations and can result in a loss of premium, if any has been paid. Certain of these securities may be stripped (securities which provide only the principal or interest feature of the underlying security). The yield to maturity on an interest-only CMO is extremely sensitive not only to changes in prevailing interest rates, but also to the rate of principal payments (including prepayments) on the related underlying mortgage assets. A rapid rate of principal payments may have a material adverse effect on the Fund’s yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Fund may fail to fully recoup its initial investment in these securities even if the securities are rated in the highest rating categories.

The Fund invests in REITs and is subject to the risks associated with that industry. If the Fund holds real estate directly as a result of defaults or receives rental income directly from real estate holdings, its tax status as a regulated investment company may be jeopardized. There were no direct real estate holdings during the year ended Nov. 30, 2014. The Fund’s REIT holdings are also affected by interest rate changes, particularly if the REITs it holds use floating rate debt to finance their ongoing operations.

The Fund invests in certain obligations that may have liquidity protection designed to ensure that the receipt of payments due on the underlying security is timely. Such protection may be provided through guarantees, insurance policies, or letters of credit obtained by the issuer or sponsor through third parties, through various means of structuring the transaction, or through a combination of such approaches. The Fund will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security.

The Fund invests in bank loans and other securities that may subject it to direct indebtedness risk, the risk that the Fund will not receive payment of principal, interest, and other amounts due in connection with these investments and will depend primarily on the financial condition of the borrower. Loans that are fully secured offer the Fund more protection than unsecured loans in the event of nonpayment of scheduled interest or principal, although there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrower’s obligation, or that the collateral can be liquidated. Some loans or claims may be in default at the time of purchase. Certain of the loans and the other direct indebtedness acquired by the Fund may involve revolving credit facilities or other standby financing commitments that obligate the Fund to pay additional cash on a certain date or on demand. These commitments may require the Fund to increase its investment in a company at a time when the Fund might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). To the extent that the Fund is committed to advance additional funds, it will at all times hold and maintain cash or other high grade debt obligations in an amount sufficient to meet such commitments. As the Fund may be required to rely upon another lending institution to collect and pass on to the Fund amounts payable with respect to the loan and to enforce the Fund’s rights under the loan and other direct indebtedness, an insolvency, bankruptcy, or reorganization of the lending institution may delay or prevent the Fund from receiving such amounts. The highly leveraged nature of many loans may make them especially vulnerable to adverse changes in economic or market conditions. Investments in such loans and other direct indebtedness may involve additional risk to the Fund.

 

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Notes to financial statements

Delaware Dividend Income Fund

 

11. Credit and Market Risk (continued)

 

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. Rule 144A and illiquid securities held by the Fund have been identified on the “Schedule of investments.”

12. 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.

13. Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board 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 is evaluating the impact, if any, of this guidance on the Funds’ financial statement disclosures.

14. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Nov. 30, 2014 that would require recognition or disclosure in the Fund’s financial statements.

 

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Report of independent

registered public accounting firm

To the Board of Trustees of Delaware Group® Equity Funds V

and Shareholders of Delaware Dividend Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Delaware Dividend Income Fund (one of the series constituting Delaware Group® Equity Funds V, hereafter referred to as the “Fund”) at Nov. 30, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at Nov. 30, 2014 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases had not been received, provide a reasonable basis for our opinion.

 

 

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

January 22, 2015

 

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Other Fund information (Unaudited)

Delaware Dividend Income Fund

Tax Information

The information set forth below is for the Fund’s fiscal year as required by federal income tax laws. Shareholders, however, must report distributions on a calendar year basis for income tax purposes, which may include distributions for portions of two fiscal years of the Fund. Accordingly, the information needed by shareholders for income tax purposes will be sent to them in January of each year. Please consult your tax advisor for proper treatment of this information.

All disclosures are based on financial information available as of the date of this annual report and, accordingly are subject to change. For any and all items requiring reporting, it is the intention of the Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

For the fiscal year ended Nov. 30, 2014, the Fund reports distributions paid during the year as follows:

 

(A) Ordinary Income Distributions (Tax Basis)*

  100.00

(B) Qualified Dividends1

  64.44

(A) is based on a percentage of the Fund’s total distributions.

(B) is based on the Fund’s ordinary income distributions.

1  Qualified dividends represent dividends which qualify for the corporate dividends received deduction.
* For the fiscal year ended Nov. 30, 2014, certain dividends paid by the Fund may be subject to a maximum tax rate of 20%. The percentage of dividends paid by the Fund from ordinary income reported as qualified dividend income is 73.95%. Complete information will be computed and reported in conjunction with your 2014 Form 1099-DIV, as applicable.

For the fiscal year ended Nov. 30, 2014, certain interest income paid by the Fund, determined to be Qualified Interest Income may be subject to relief from U.S. withholding for foreign shareholders, as provided by the American Jobs Creation Act of 2004, and by Tax Relief Unemployment Insurance Reauthorization and Job Creations Act of 2010 and as extended by the American Taxpayer Relief Act of 2012. For the fiscal year ended Nov. 30, 2014, the Fund has reported maximum distributions of Qualified Interest Income of $6,643,869.

Board consideration of Delaware Dividend Income Fund’s investment advisory agreement

At a meeting held on Aug. 19–21, 2014 (the “Annual Meeting”), the Board of Trustees (the “Board”), including a majority of disinterested or independent Trustees, approved the renewal of the Investment Management Agreement for Delaware Dividend Income Fund (the “Fund”). In making its decision, the Board considered information furnished at regular quarterly Board meetings, including reports detailing Fund performance, investment strategies and expenses, as well as information prepared specifically in connection with the renewal of the investment advisory and sub-advisory contracts. Information furnished specifically in connection with the renewal of the Investment Management Agreement with Delaware Management Company (“DMC”) included materials provided by DMC and its affiliates (“Delaware Investments”) concerning, among other things, the nature, extent, and quality of services provided to the Fund, the costs of such services to the Fund, economies of scale, and the financial condition and profitability of Delaware Investments. In addition, in connection with the Annual Meeting,

 

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reports were provided to the Trustees in May 2014 and included reports provided by Lipper, Inc., an independent statistical compilation organization (“Lipper”). The Lipper reports compared the Fund’s investment performance and expenses with those of other comparable mutual funds. The Independent Trustees reviewed and discussed the Lipper reports with independent legal counsel to the Independent Trustees. The Board requested and received information regarding DMC’s policy with respect to advisory fee levels and its breakpoint philosophy; the structure of portfolio manager compensation; the investment manager’s profitability; comparative client fee information; and any constraints or limitations on the availability of securities for certain investment styles, which had in the past year inhibited, or which were likely in the future to inhibit, DMC’s ability to invest fully in accordance with Fund policies.

In considering information relating to the approval of the Fund’s advisory agreement, the Independent Trustees received assistance and advice from and met separately with independent legal counsel to the Independent Trustees. Although the Board gave attention to all information furnished, the following discussion identifies, under separate headings, the primary factors taken into account by the Board during its contract renewal considerations.

Nature, Extent, and Quality of Service. The Board considered the services provided by Delaware Investments to the Fund and its shareholders. In reviewing the nature, extent, and quality of services, the Board considered reports furnished to it throughout the year, which covered matters such as the relative performance of the Fund, compliance of portfolio managers with the investment policies, strategies and restrictions for the Fund, compliance by DMC and Delaware Distributors, L.P. (together, “Management”) personnel with the Code of Ethics adopted throughout the Delaware Investments® Family of Funds complex, and adherence to fair value pricing procedures as established by the Board. The Board was pleased with the current staffing of the Fund’s investment manager and the emphasis placed on research in the investment process. The Board recognized DMC’s receipt of several industry distinctions. The Board gave favorable consideration to DMC’s efforts to control expenditures while maintaining service levels committed to Fund matters. The Board noted that, in the third and fourth quarters of 2013, Management reduced the maximum 12b-1 fee for certain funds; and in November 2013 Management negotiated a substantial reduction in fees for fund accounting services provided to the Funds. The Board noted the benefits provided to Fund shareholders through each shareholder’s ability to exchange an investment in one Delaware Investments fund for the same class of shares in another Delaware Investments fund without a sales charge, to reinvest Fund dividends into additional shares of the Fund or into additional shares of other Delaware Investments funds, and the privilege to combine holdings in other Delaware Investments funds to obtain a reduced sales charge. The Board was satisfied with the nature, extent, and quality of the overall services provided by Delaware Investments.

Investment Performance. The Board placed significant emphasis on the investment performance of the Fund in view of the importance of investment performance to shareholders. Although the Board gave appropriate consideration to performance reports and discussions with portfolio managers at Investment Committee meetings throughout the year, the Board gave particular weight to the Lipper reports furnished for the Annual Meeting. The Lipper reports prepared for the Fund showed the investment performance of its Class A shares in comparison to a group of similar funds as selected by Lipper (the “Performance Universe”). A fund with the best performance ranked first, and a fund with the poorest performance ranked last. The highest/best performing 25% of funds in the Performance Universe make

 

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Other Fund information (Unaudited)

Delaware Dividend Income Fund

 

up the first quartile; the next 25%, the second quartile; the next 25%, the third quartile; and the poorest/ worst performing 25% of funds in the Performance Universe make up the fourth quartile. Comparative annualized performance for the Fund was shown for the past 1-, 3-, 5-, and 10-year periods, to the extent applicable, ended March 31, 2014. The Board’s objective is that the Fund’s performance for the periods considered be at or above the median of its Performance Universe. The following paragraph summarizes the performance results for the Fund and the Board’s view of such performance.

The Performance Universe for the Fund consisted of the Fund and all retail and institutional mixed asset target allocation moderate funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the 1-, 3-, and 5-year periods was in the first quartile of its Performance Universe. The report further showed that the Fund’s total return for the 10-year period was in the second quartile of its Performance Universe. The Board was satisfied with performance.

Comparative Expenses. The Board considered expense comparison data for the Delaware Investments® Family of Funds. Management provided the Board with information on pricing levels and fee structures for the Fund as of its most recently completed fiscal year. The Board also focused on the comparative analysis of effective management fees and total expense ratios of the Fund versus effective management fees and expense ratios of a group of similar funds as selected by Lipper (the “Expense Group”). In reviewing comparative costs, the Fund’s contractual management fee and the actual management fee incurred by the Fund were compared with the contractual management fees (assuming all funds in the Expense Group were similar in size to the Fund) and actual management fees (as reported by each fund) within the Expense Group, taking into account any applicable breakpoints and fee waivers. The Fund’s total expenses were also compared with those of its Expense Group. The Lipper total expenses, for comparative consistency, were shown by Lipper for Class A shares and comparative total expenses including 12b-1 and non 12b-1 service fees. The Board considered fees paid to Delaware Investments for non-management services. The Board’s objective is to limit the Fund’s total expense ratio to be competitive with that of the Expense Group. The following paragraph summarizes the expense results for the Fund and the Board’s view of such expenses.

The expense comparisons for the Fund showed that its actual management fee was in the quartile with the second lowest expenses of its Expense Group and its total expenses were in the quartile with the lowest expenses of its Expense Group. The Board was satisfied with the management fee and total expenses of the Fund in comparison to those of its Expense Group as shown in the Lipper report.

Management Profitability. The Board considered the level of profits realized by Delaware Investments in connection with the operation of the Fund. In this respect, the Board reviewed the Investment Management Profitability Analysis that addressed the overall profitability of Delaware Investments’ business in providing management and other services to each of the individual funds and the Delaware Investments Family of Funds as a whole. Specific attention was given to the methodology followed in allocating costs for the purpose of determining profitability. Management stated that the level of profits of Delaware Investments, to a certain extent, reflects recent operational cost savings and efficiencies initiated by Delaware Investments. The Board considered Delaware Investments’ efforts to improve services provided to fund shareholders and to meet additional regulatory and compliance requirements resulting from recent industry-wide Securities and Exchange Commission initiatives. The Board also

 

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considered the extent to which Delaware Investments might derive ancillary benefits from fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as service provider to the Delaware Investments Family of Funds and the benefits from allocation of fund brokerage to improve trading efficiencies. The Board found that the management fees were reasonable in light of the services rendered and the level of profitability of Delaware Investments.

Economies of Scale. The Trustees considered whether economies of scale are realized by Delaware Investments as the Fund’s assets increase and the extent to which any economies of scale are reflected in the level of management fees charged. The Trustees reviewed the standardized advisory fee pricing and structure, approved by the Board and shareholders, which includes breakpoints. Breakpoints in the advisory fee occur when the advisory fee rate is reduced on assets in excess of specified levels. Breakpoints result in a lower advisory fee than would otherwise be the case on all assets when the asset levels specified are exceeded. The Board noted that the fee under the Fund’s management contract fell within the standard structure. The Board also noted that the Fund’s assets exceeded the first breakpoint level. The Board believed that, given the extent to which economics of scale might be realized by the advisor and its affiliates, the schedule of fees under the Investment Management Agreement provides a sharing of benefits with the Fund and its shareholders.

 

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Board of trustees / directors and officers addendum

Delaware Investments® Family of Funds

A mutual fund is governed by a Board of Trustees/Directors (“Trustees”), which has oversight responsibility for the management of a fund’s business affairs. Trustees establish procedures and oversee and review the performance of the investment manager, the distributor, and others who perform services for the fund. The independent fund trustees, in particular, are advocates

 

 

Name, Address,

and Birth Date

  

Position(s)

Held with Fund(s)

  

Length of

Time Served

    

 

    Interested Trustee

 

        

Patrick P. Coyne1

2005 Market Street

Philadelphia, PA 19103

April 1963

  

Chairman, President,

Chief Executive Officer,

and Trustee

  

Chairman and Trustee

since August 16, 2006

 

President and

Chief Executive Officer

since August 1, 2006

 

  

 

    Independent Trustees

 

        

Thomas L. Bennett

2005 Market Street

Philadelphia, PA 19103

October 1947

 

   Trustee    Since March 2005     

Joseph W. Chow

2005 Market Street

Philadelphia, PA 19103

January 1953

 

 

   Trustee    Since January 2013     

John A. Fry

2005 Market Street

Philadelphia, PA 19103

May 1960

 

 

   Trustee    Since January 2001     

 

 

 

 

1  Patrick P. Coyne is considered to be an “Interested Trustee” because he is an executive officer of the Fund’s(s’) investment advisor.

 

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for shareholder interests. Each trustee has served in that capacity since he or she was elected to or appointed to the Board of Trustees, and will continue to serve until his or her retirement or the election of a new trustee in his or her place. The following is a list of the Trustees and Officers with certain background and related information.

 

 

Principal Occupation(s)

During the Past Five Years

 

Number of Portfolios in

Fund Complex Overseen

by Trustee or Officer

 

Other Directorships

Held by Trustee or Officer

   

Patrick P. Coyne has served in
various executive capacities
at different times at
Delaware Investments.2

  65  

Board of Governors Member
Investment Company
Institute (ICI)

 

Director and Audit
Committee Member
Kaydon Corp.
(2007–2013)

   

Private Investor

(March 2004–Present)

  65  

Director
Bryn Mawr Bank Corp. (BMTC)
(2007–2011)

 

Executive Vice President

(Emerging Economies
Strategies, Risk and
Corporate Administration)
State Street Corporation

(July 2004–March 2011)

 

  65   Director and Audit Committee
Member — Hercules
Technology Growth
Capital, Inc.
(2004-2014)

President

Drexel University
(August 2010–Present)

 

President

Franklin & Marshall College

(July 2002–July 2010)

 

  65  

Director — Hershey Trust
Company

 

Director, Audit Committee,
and Governance Committee
Member Community
Health Systems

 

 

 

 

2  Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Fund’s(s’) investment advisor, principal underwriter, and its transfer agent.

 

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Table of Contents

Board of trustees / directors and officers addendum

Delaware Investments® Family of Funds

 

Name, Address,

and Birth Date

  

Position(s)

Held with Fund(s)

  

Length of

Time Served

    

 

Independent Trustees (continued)

 

        

Lucinda S. Landreth

   Trustee    Since March 2005   

2005 Market Street

        

Philadelphia, PA 19103

        

June 1947

 

              

Frances A. Sevilla-Sacasa

   Trustee    Since September 2011   

2005 Market Street

        

Philadelphia, PA 19103

        

January 1956

        
                

Thomas K. Whitford

   Trustee    Since January 2013   

2005 Market Street

        

Philadelphia, PA 19103

        

March 1956

        

 

 

 

 

 

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Table of Contents

 

Principal Occupation(s)

During the Past Five Years

  

Number of Portfolios in

Fund Complex Overseen

by Trustee or Officer

  

Other Directorships

Held by Trustee or Officer

     

Private Investor

   65    None

(2004–Present)

 

         

Chief Executive Officer —

   65    Trust Manager and

Banco Itaú

      Audit Committee

International

      Member — Camden

(April 2012–Present)

      Property Trust

 

Executive Advisor to Dean

     

(August 2011–March 2012)

and Interim Dean

     

(January 2011–July 2011) —

     

University of Miami School of

     

Business Administration

     

 

President — U.S. Trust,

     

Bank of America Private

     

Wealth Management

     

(Private Banking)

     

(July 2007–December 2008)

 

         

Vice Chairman

   65    Director — HSBC Finance

(2010–April 2013)

      Corporation and HSBC

Chief Administrative

      North America Holdings Inc.

Officer (2008–2010)

and Executive Vice

     

President and Chief

     

Administrative Officer

     

(2007–2009) —

     

PNC Financial

     

Services Group

 

         

 

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Table of Contents

Board of trustees / directors and officers addendum

Delaware Investments® Family of Funds

 

Name, Address,

and Birth Date

  

Position(s)

Held with Fund(s)

  

Length of

Time Served

 

Independent Trustees (continued)

 

     

Janet L. Yeomans

   Trustee    Since April 1999

2005 Market Street

     

Philadelphia, PA 19103

     

July 1948

 

 

 

         

J. Richard Zecher

   Trustee    Since March 2005

2005 Market Street

     

Philadelphia, PA 19103

     

July 1940

     

 

 

 

 

 

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Table of Contents

 

Principal Occupation(s)

During the Past Five Years

 

Number of Portfolios in

Fund Complex Overseen

by Trustee or Officer

 

Other Directorships

Held by Trustee or Officer

   

Vice President and Treasurer

(January 2006–July 2012)

Vice President —

Mergers & Acquisitions

(January 2003–January 2006),

and Vice President

and Treasurer

(July 1995–January 2003)

3M Corporation

 

 

  65  

Director, Audit and

Compliance Committee Chair,

Investment Committee

Member and Governance

Committee Member

Okabena Company

 

Chair — 3M

Investment Management

Company

(2005–2012)

Founder

Investor Analytics

(Risk Management)

(May 1999–Present)

 

Founder

P/E Investments

(Hedge Fund)

(September 1996–Present)

 

  65  

Director and Compensation

Committee Chairman

Investor Analytics

 

Director — P/E Investments

 

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Table of Contents

Board of trustees / directors and officers addendum

Delaware Investments® Family of Funds

 

Name, Address,

and Birth Date

  

Position(s)

Held with Fund(s)

  

Length of

Time Served

    

 

     Officers

 

        

David F. Connor

2005 Market Street

Philadelphia, PA 19103

December 1963

  

Senior Vice President,

Deputy General

Counsel, and Secretary

  

Senior Vice President,

Deputy General Counsel

since May 2013;

Vice President, Deputy

General Counsel

September 2000 –

May 2013; Secretary since

October 2005

 

    

Daniel V. Geatens

2005 Market Street

Philadelphia, PA 19103

October 1972

 

  

Vice President

and Treasurer

   Treasurer since October 2007     

David P. O’Connor

   Executive Vice President,    Executive Vice President   

2005 Market Street

   General Counsel    since February 2012;   

Philadelphia, PA 19103

   and Chief Legal Officer    Senior Vice President   

February 1966

      October 2005 –   
      February 2012;   
      General Counsel and   
      Chief Legal Officer   
         

since October 2005

 

    

Richard Salus

   Senior Vice President    Chief Financial Officer   

2005 Market Street

   and Chief Financial Officer    since November 2006   

Philadelphia, PA 19103

        

October 1963

 

              

 

 

 

 

 

 

The Statement of Additional Information for the Fund(s) includes additional information about the Trustees and Officers and is available, without charge, upon request by calling 800 523-1918.

 

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Table of Contents

 

Principal Occupation(s)

During the Past Five Years

 

Number of Portfolios in

Fund Complex Overseen

by Trustee or Officer

 

Other Directorships

Held by Trustee or Officer

   

David F. Connor has served as

  65   None3

Deputy General Counsel of

   

Delaware Investments

since 2000.

 

 

 

       

Daniel V. Geatens has served

  65   None3

in various capacities at

different times at

   

Delaware Investments.

 

       

David P. O’Connor has served

  65   None3

in various executive

and legal capacities at

different times

at Delaware Investments.

 

 

       

Richard Salus has served in

  65   None3

various executive capacities

at different times at

   

Delaware Investments.

 

       

 

 

 

 

3  David F. Connor, Daniel V. Geatens, David P. O’Connor, and Richard Salus serve in similar capacities for the six portfolios of the Optimum Fund Trust, which have the same investment advisor, principal underwriter, and transfer agent as the registrant.

 

79


Table of Contents

About the organization

 

Board of trustees
Patrick P. Coyne    Joseph W. Chow    Lucinda S. Landreth    Thomas K. Whitford

Chairman, President, and

Chief Executive Officer

Delaware Investments®

Family of Funds

Philadelphia, PA

 

Thomas L. Bennett

Private Investor

Rosemont, PA

  

Former Executive Vice

President

State Street Corporation

Brookline, MA

 

John A. Fry

President

Drexel University

Philadelphia, PA

  

Former Chief Investment

Officer

Assurant, Inc.

Philadelphia, PA

 

Frances A.

Sevilla-Sacasa

Chief Executive Officer

Banco Itaú

International

Miami, FL

  

Former Vice Chairman

PNC Financial Services Group

Pittsburgh, PA

 

Janet L. Yeomans

Former Vice President and

Treasurer

3M Corporation

St. Paul, MN

        

 

J. Richard Zecher

Founder

Investor Analytics

         Scottsdale, AZ

 

Affiliated officers

        

 

David F. Connor

Senior 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 annual report is for the information of Delaware Dividend Income 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 Fund’s Schedule of Investments 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.

 

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LOGO

Annual report

U.S. core equity mutual fund

Delaware Small Cap Core Fund

November 30, 2014

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.


Table of Contents

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 Small Cap Core 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 Small Cap Core 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

Portfolio management review

     1   

Performance summary

     3   

Disclosure of Fund expenses

     6   

Security type / sector allocation and top 10 equity holdings

     8   

Schedule of investments

     10   

Statement of assets and liabilities

     16   

Statement of operations

     18   

Statements of changes in net assets

     20   

Financial highlights

     22   

Notes to financial statements

     30   

Report of independent registered public accounting firm

     41   

Other Fund information

     42   

Board of trustees / directors and officers addendum

     46   

About the organization

     54   

Unless otherwise noted, views expressed herein are current as of Nov. 30, 2014, 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.

© 2015 Delaware Management Holdings, Inc.

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

 


Table of Contents

Portfolio management review

 

Delaware Small Cap Core Fund

 

 

December 9, 2014

 

 

Performance preview (for the year ended November 30, 2014)

           

Delaware Small Cap Core Fund (Class A shares)

   1-year return      +7.28%    

Russell 2000® Index (benchmark)

   1-year return      +3.99%    

Past performance does not guarantee future results.

For complete, annualized performance for Delaware Small Cap Core Fund, please see the table on page 3.

The performance of Class A shares excludes the applicable sales charge and reflects the reinvestment of all distributions. For a description of the index, please see page 5. Index performance returns do not reflect any management fees, transaction costs, or expenses. Indices are unmanaged and one cannot invest directly in an index.

 

During the fiscal year ended Nov. 30, 2014, small-cap stocks had a positive but difficult run. When 2014 began, stock valuations were relatively high following the strong gains achieved in 2013. The combination of subdued market performance in 2014 along with moderate earnings growth brought valuations closer to historical averages by the end of the fiscal year.

Looking at individual sectors, the strongest performers in the Russell 2000 Index were real estate investment trusts (REITs), utilities, and healthcare. Stocks in the energy sector were the weakest, followed by capital goods and basic materials.

The U.S. economic climate continued to improve during the period. Gross domestic product growth was weak during the winter, but recovered to healthy levels over the remainder of the fiscal year. The U.S. Federal Reserve remained accommodative and kept its fed funds rate near 0%. The unemployment rate declined over the year to 5.8% and new home sales spiked, both of which provided the best readings since before the onset of the global financial crisis of 2008. With all these factors contributing to the global strength of the United States, domestic small-cap equities should benefit.

Within the Fund

For the fiscal year ended Nov. 30, 2014, Delaware Small Cap Core Fund (Class A shares with all distributions reinvested) returned +7.28% at net asset value and +1.12% at maximum offer price. In comparison, the Fund’s benchmark, the Russell 2000 Index, returned +3.99% during the same period. For complete, annualized performance of Delaware Small Cap Core Fund, please see the table on page 3.

Relative Fund performance was strong over the fiscal year. Stock selection in the healthcare, basic materials, and energy sectors were the top contributors to outperformance. Stock selection in the technology sector detracted the most from relative performance. We have not found valuations in REITs and utilities favorable for some time now and as a result have been underweight in those sectors. This underweight adversely affected performance as REITs and utilities were the strongest performing sectors in the index during the fiscal year.

Among other stocks that detracted from the Fund’s performance was cloud-based digital-media company Brightcove. A lost customer, accounting for less than 5% of annual revenues, and weak third-quarter sales forced the company to reduce its guidance for the year. Concerned that these issues were unlikely to improve over the

 

 

   1


Table of Contents

Portfolio management review

 

Delaware Small Cap Core Fund

 

 

 

medium term, and seeing other, more attractive opportunities in the sector, we exited our position.

Semiconductor company Applied Micro Circuits was another detractor from performance over the fiscal year. The company reduced earnings guidance as one of its older business units experienced a decline that was more rapid than had been anticipated. The stock’s decline notwithstanding, the reason we invested in and the reason we continue to like the stock is the company’s new product targeting the ARM server market, which has grown nicely. Digital advertising company, Rocket Fuel, performed poorly over the period. Slowing revenue growth, the result of increased competition, put negative pressure on the stock. Because we believe that competitive pressures will continue to weaken the stock, we exited the position.

The top contributor to Fund performance over the period was biotechnology company InterMune, which focuses on the research, development, and commercialization of innovative therapies in pulmonology and fibrotic diseases. Two significant events contributed to its price surge over the year. In February, the pivotal U.S. Phase 3 trial for Esbriet, a treatment for idiopathic pulmonary fibrosis (IPF), a progressive and fatal lung disease, was successful. And in August, Roche announced that it had entered into a definitive merger agreement to fully acquire InterMune in an all-cash transaction. We believe that the acquisition of InterMune should allow Roche to launch Esbriet, and to broaden and strengthen its portfolio of respiratory treatments.

Another leading contributor to the Fund, also in the healthcare sector, was specialty

pharmaceutical company Auxilium Pharmaceuticals. The firm is focused on the development and commercialization of therapeutics for urology and sexual health. Late in the second quarter of 2014, Auxilium entered into a favorable merger agreement with QLT, a Canadian biotechnology company. Then in September, Endo International delivered an unsolicited proposal to acquire Auxilium at a healthy premium. When Auxilium’s board, in consultation with its financial and legal advisors, unanimously determined that the new offer was not superior, Endo enhanced its bid. In October, Auxilium and Endo entered into a definitive cash and stock acquisition agreement, and subsequently terminated the agreement with QLT.

Jack in the Box operates and franchises the Jack in the Box and Qdoba Mexican Grill quick-service restaurants. The stock experienced strong appreciation over the period, the result of healthy same-store sales and earnings growth. We expect that growth should continue. The company has made significant efforts to streamline menu pricing and store profitability, and it remains committed to a stock repurchase plan.

The Fund ended the period with the largest overweight positions in the finance, basic materials, and consumer services sectors. The Fund’s largest underweights were in the consumer discretionary, credit cyclicals, and utilities sectors.

We continue to maintain our strategy of investing in companies with what we view as strong balance sheets and cash flow, sustainable competitive advantages, and high-quality management teams that we believe have the potential to deliver value to shareholders.

 

 

2


Table of Contents

Performance summary

 

Delaware Small Cap Core Fund

 

 

November 30, 2014

 

 

The performance data quoted represent past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Please obtain the performance data current for the most recent month end by calling 800 523-1918 or visiting our website at delawareinvestments.com/performance. Current performance may be lower or higher than the performance data quoted.

 

Fund and benchmark performance1,2    Average annual total returns through November 30, 2014
     1 year   5 years   10 years   Lifetime

 

Class A (Est. Dec. 29, 1998)

        

Excluding sales charge

     +7.28%     +19.22%   +8.30%   n/a

Including sales charge

     +1.12%     +17.83%   +7.66%   n/a

 

Class C (Est. Aug. 1, 2005)

        

Excluding sales charge

     +6.44%     +18.32%   n/a       +6.90%    

Including sales charge

     +5.44%     +18.32%   n/a       +6.90%    

 

Class R (Est. Aug. 1, 2005)

        

Excluding sales charge

     +7.03%     +18.93%   n/a       +7.45%    

Including sales charge

     +7.03%     +18.93%   n/a       +7.45%    

 

Institutional Class (Est. Dec. 29, 1998)

        

Excluding sales charge

     +7.51%     +19.50%   +8.55%   n/a

Including sales charge

     +7.51%     +19.50%   +8.55%   n/a

 

Russell 2000 Index

     +3.99%     +16.69%   +7.78%   n/a

 

 

1 Returns reflect the reinvestment of all distributions and are presented both with and without the applicable sales charges described below. Returns do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

Expense limitations were in effect for certain classes during some or all of the periods shown in the “Fund and benchmark performance” chart. Expenses for each class are listed on the “Fund expense ratios” table on page 4. Performance would have been lower had expense limitations not been in effect.

Class A shares are sold with a maximum front-end sales charge of 5.75%, and have an annual distribution and service fee of 0.25% of average daily net assets. Performance for Class A shares,

excluding sales charges, assumes that no front-end sales charge applied.

Class C shares are sold with a contingent deferred sales charge of 1.00% if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1.00% of average daily net assets. Performance for Class C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or that the investment was not redeemed.

Class R shares are available only for certain retirement plan products. They are sold without a sales charge and have an annual distribution and service fee of 0.50% of average daily net assets.

Institutional Class shares are available without sales or asset-based distribution charges only to certain eligible institutional accounts.

 

 

3


Table of Contents

Performance summary

 

Delaware Small Cap Core Fund

 

 

 

The “Fund and benchmark performance” table does not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

Narrowly focused investments may exhibit higher volatility than investments in multiple industry sectors.

Investments in small and/or medium-sized companies typically exhibit greater risk and higher volatility than larger, more established companies.

REIT investments are subject to many of the risks associated with direct real estate ownership,

including changes in economic conditions, credit risk, and interest rate fluctuations.

International investments entail risks not ordinarily associated with U.S. investments including fluctuation in currency values, differences in accounting principles, or economic or political instability in other nations.

Investing in emerging markets can be riskier than investing in established foreign markets due to increased volatility and lower trading volume.

 

2 The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table.

 

Fund expense ratios      Class A      Class C      Class R      Institutional Class    

 

Total annual operating expenses

     1.31%      2.06%      1.56%      1.06%

(without fee waivers)

                   

Net expenses

     1.31%      2.06%      1.56%      1.06%

(including fee waivers, if any)

                   

Type of waiver

     n/a      n/a      n/a      n/a

 

 

4


Table of Contents

    

 

    

 

 

 

Performance of a $10,000 investment1

Average annual total returns from Nov. 30, 2004, through Nov. 30, 2014

 

LOGO

 

 

 
For the period beginning Nov. 30, 2004, through Nov. 30, 2014    Starting value      Ending value   

 

 

LOGO Russell 2000 Index

     $10,000         $21,147    

LOGO Delaware Small Cap Core Fund — Class A shares

     $9,425         $20,923    

 

 

 

1 The “Performance of a $10,000 investment” graph assumes $10,000 invested in Class A shares of the Fund on Nov. 30, 2004, and includes the effect of a 5.75% front-end sales charge and the reinvestment of all distributions. The graph does not reflect the deduction of taxes the shareholders would pay on Fund distributions or redemptions of Fund shares. Expense limitations were in effect for some or all of the periods shown. Performance would have been lower had expense limitations not been in effect. Expenses are listed in the “Fund expense ratios” table on page 4. Please note additional details on pages 3 through 5.

The graph also assumes $10,000 invested in the Russell 2000 Index as of Nov. 30, 2004. The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe.

Index performance returns do not reflect any management fees, transaction costs, or expenses. Indices are unmanaged and one cannot invest directly in an index. Past performance is not a guarantee of future results.

Performance of other Fund classes will vary due to different charges and expenses.

 

 

 

 

     Nasdaq symbols      CUSIPs

Class A

   DCCAX      24610B883

Class C

   DCCCX      24610B867

Class R

   DCCRX      24610B834

Institutional Class

   DCCIX      24610B859

 

 

 

   5


Table of Contents

Disclosure of Fund expenses

 

For the six-month period from June 1, 2014 to November 30, 2014 (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 June 1, 2014 to Nov. 30, 2014.

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.

 

6


Table of Contents
 

 

Delaware Small Cap Core Fund

Expense analysis of an investment of $1,000

 

      Beginning
Account Value
6/1/14
   Ending
Account Value
11/30/14
   Annualized
Expense Ratio
  Expenses
Paid During Period
6/1/14 to 11/30/14*

Actual Fund return

          

Class A

   $1,000.00    $1,064.60      1.36%   $7.04

Class C

     1,000.00      1,060.50      2.11%   10.90

Class R

     1,000.00      1,063.10      1.61%     8.33

Institutional Class

     1,000.00      1,066.00      1.11%     5.75

 

Hypothetical 5% return (5% return before expenses)

    

Class A

   $1,000.00    $1,018.25      1.36%   $6.88

Class C

     1,000.00      1,014.49      2.11%   10.66

Class R

     1,000.00      1,017.00      1.61%     8.14

Institutional Class

     1,000.00      1,019.50      1.11%     5.62

 

* “Expenses Paid During Period” are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 

   7


Table of Contents

Security type / sector allocation and

top 10 equity holdings

 

Delaware Small Cap Core Fund

 

 

As of November 30, 2014 (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

     97.46%   

Basic Materials

       6.65%   

Business Services

       6.31%   

Capital Goods

       8.63%   

Communications Services

       2.04%   

Consumer Discretionary

       3.86%   

Consumer Services

       4.89%   

Consumer Staples

       2.57%   

Credit Cyclicals

       0.99%   

Energy

       3.42%   

Financials

     16.47%   

Healthcare

     14.05%   

Industrials

       1.08%   

Materials

       0.52%   

Media

       0.55%   

Real Estate

       6.92%   

Technology

     15.00%   

Transportation

       1.53%   

Utilities

       1.98%     

Short-Term Investments

       2.10%     

Total Value of Securities

     99.56%     

Receivables and Other Assets Net of Liabilities

       0.44%     

Total Net Assets

   100.00%     

 

8


Table of Contents
 

 

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      

West Pharmaceutical Services

       1.31%   

Cepheid

       1.26%   

Casey’s General Stores

       1.26%   

Proofpoint

       1.22%   

NPS Pharmaceuticals

       1.18%   

Buffalo Wild Wings

       1.18%   

XPO Logistics

       1.14%   

LaSalle Hotel Properties

       1.12%   

DexCom

       1.08%   

G-III Apparel Group

 

       1.08%

 

    

 

   9


Table of Contents

Schedule of investments

 

Delaware Small Cap Core Fund

 

 

November 30, 2014

 

 

     Number of shares      Value (U.S. $)  

 

 

Common Stock – 97.46%

     

 

 

Basic Materials – 6.65%

     

Axiall

     78,900       $ 3,414,792   

Boise Cascade †

     112,665         4,021,014   

Chemtura †

     119,300         2,779,690   

Innophos Holdings

     44,600         2,411,968   

Kaiser Aluminum

     42,700         3,107,706   

Materion

     62,600         2,176,602   

Neenah Paper

     61,400         3,514,536   

Quaker Chemical

     36,300         2,955,909   

Taminco †

     56,305         1,458,863   

Worthington Industries

     70,300         2,651,013   
     

 

 

 
          28,492,093   
     

 

 

 

Business Services – 6.31%

     

Convergys

     154,100         3,212,985   

Cross Country Healthcare †

     222,500         2,374,075   

Kforce

     194,475         4,539,047   

McGrath RentCorp

     106,480         3,754,485   

TeleTech Holdings †

     113,100         2,643,147   

U.S. Ecology

     70,280         2,798,550   

United Stationers

     101,400         4,163,484   

WageWorks †

     60,593         3,539,843   
     

 

 

 
        27,025,616   
     

 

 

 

Capital Goods – 8.63%

     

AAON

     147,830         3,063,038   

Applied Industrial Technologies

     87,240         4,090,684   

Barnes Group

     112,400         4,128,452   

Chart Industries †

     19,034         755,840   

Columbus McKinnon

     131,220         3,504,886   

ESCO Technologies

     60,300         2,172,006   

Esterline Technologies †

     20,200         2,400,366   

Granite Construction

     98,341         3,525,525   

Kadant

     91,667         3,657,513   

MasTec †

     54,900         1,323,090   

MYR Group †

     75,800         1,967,010   

Rofin-Sinar Technologies †

     132,900         3,577,668   

Tetra Tech

     104,300         2,834,874   
     

 

 

 
        37,000,952   
     

 

 

 

Communications Services – 2.04%

     

Atlantic Tele-Network

     38,984         2,650,132   

InterXion Holding †

     110,991         3,093,319   

RigNet †

     73,801         3,022,151   
     

 

 

 
        8,765,602   
     

 

 

 

 

10


Table of Contents

    

 

    

 

 

 

     Number of shares      Value (U.S. $)  

 

 

Common Stock (continued)

     

 

 

Consumer Discretionary – 3.86%

     

Coupons.com †

     98,900       $ 1,510,203   

Express †

     124,000         1,853,800   

G-III Apparel Group †

     52,200         4,619,178   

Iconix Brand Group †

     97,600         3,944,016   

Madden (Steven) †

     134,850         4,598,385   
     

 

 

 
        16,525,582   
     

 

 

 

Consumer Services – 4.89%

     

Buffalo Wild Wings †

     29,720         5,058,641   

Cheesecake Factory

     83,300         4,034,219   

Del Frisco’s Restaurant Group †

     149,500         3,321,890   

Jack in the Box

     58,680         4,371,660   

Popeyes Louisiana Kitchen †

     75,400         4,165,096   
     

 

 

 
          20,951,506   
     

 

 

 

Consumer Staples – 2.57%

     

Casey’s General Stores

     64,500         5,399,940   

J&J Snack Foods

     32,686         3,433,664   

Prestige Brands Holdings †

     64,800         2,167,560   
     

 

 

 
        11,001,164   
     

 

 

 

Credit Cyclicals – 0.99%

     

Tenneco †

     78,200         4,250,170   
     

 

 

 
        4,250,170   
     

 

 

 

Energy – 3.42%

     

Bonanza Creek Energy †

     25,900         704,998   

Bristow Group

     26,350         1,689,035   

C&J Energy Services †

     87,400         1,324,110   

Carrizo Oil & Gas †

     50,900         2,008,514   

Diamondback Energy †

     24,710         1,393,644   

Jones Energy Class A @†

     115,130         1,168,570   

Kodiak Oil & Gas †

     214,700         1,573,751   

Parsley Energy Class A †

     66,100         835,504   

Pioneer Energy Services †

     74,800         451,792   

Rosetta Resources †

     79,200         2,330,064   

RSP Permian †

     55,015         1,197,126   
     

 

 

 
        14,677,108   
     

 

 

 

Financials – 16.47%

     

American Equity Investment Life Holding

     163,100         4,403,700   

AMERISAFE

     61,000         2,543,090   

BBCN Bancorp

     187,800         2,614,176   

Bryn Mawr Bank

     34,600         1,018,278   

Cardinal Financial

     177,200         3,237,444   

City Holding

     69,350         3,032,675   

Evercore Partners Class A

     67,300         3,398,650   

 

   11


Table of Contents

Schedule of investments

 

Delaware Small Cap Core Fund

 

 

 

 

     Number of shares      Value (U.S. $)  

 

 

Common Stock (continued)

     

 

 

Financials (continued)

     

Fidelity & Guaranty Life

     121,635       $ 3,044,524   

First NBC Bank Holding †

     82,200         2,992,080   

Flushing Financial

     123,700         2,377,514   

Greenhill

     45,000         1,994,400   

Independent Bank @

     81,500         3,229,845   

Infinity Property & Casualty @

     37,700         2,739,282   

Primerica

     62,200         3,261,146   

Prosperity Bancshares

     63,900         3,589,902   

Selective Insurance Group @

     117,900         3,156,183   

Sterling Bancorp

     285,300         3,817,314   

Stifel Financial †

     75,200         3,649,456   

Susquehanna Bancshares

     204,900         2,698,533   

Texas Capital Bancshares †

     71,700         3,952,821   

United Fire Group

     81,500         2,271,405   

Webster Financial

     115,200         3,625,344   

Western Alliance Bancorp †

     149,100         3,940,713   
     

 

 

 
          70,588,475   
     

 

 

 

Healthcare – 14.05%

     

Acorda Therapeutics †

     102,900         3,750,705   

Air Methods †

     85,700         3,803,366   

Akorn †

     106,100         4,251,427   

Auxilium Pharmaceuticals †

     90,300         3,120,768   

Cepheid †

     98,200         5,408,856   

CONMED

     89,640         3,803,425   

CryoLife

     216,305         2,184,681   

DexCom †

     90,100         4,636,546   

ICON †

     67,300         3,737,842   

Isis Pharmaceuticals †

     59,100         3,060,789   

Medicines †

     57,600         1,544,256   

Merit Medical Systems †

     123,687         1,830,568   

NPS Pharmaceuticals †

     152,600         5,063,268   

Quidel †

     123,200         3,432,352   

Spectrum Pharmaceuticals †

     226,900         1,635,949   

WellCare Health Plans †

     45,600         3,362,544   

West Pharmaceutical Services

     107,820         5,607,718   
     

 

 

 
        60,235,060   
     

 

 

 

Industrials – 1.08%

     

Continental Building Products †

     133,800         2,234,460   

Swift Transportation †

     82,000         2,383,740   
     

 

 

 
        4,618,200   
     

 

 

 

 

12


Table of Contents

    

 

    

 

 

 

     Number of shares      Value (U.S. $)  

 

 

Common Stock (continued)

     

 

 

Materials – 0.52%

     

Minerals Technologies

     30,100       $ 2,234,323   
     

 

 

 
        2,234,323   
     

 

 

 

Media – 0.55%

     

National CineMedia

     167,250         2,368,260   
     

 

 

 
        2,368,260   
     

 

 

 

Real Estate – 6.92%

     

DCT Industrial Trust

     110,550         3,773,071   

DuPont Fabros Technology

     115,900         3,777,181   

EastGroup Properties

     50,400         3,387,888   

EPR Properties

     60,900         3,409,791   

Kite Realty Group Trust

     141,400         3,857,392   

LaSalle Hotel Properties

     119,100         4,808,067   

Ramco-Gershenson Properties Trust

     178,400         3,193,360   

Sovran Self Storage

     40,730         3,462,865   
     

 

 

 
          29,669,615   
     

 

 

 

Technology – 15.00%

     

Anixter International

     41,450         3,602,005   

Applied Micro Circuits †

     403,600         2,385,276   

Callidus Software †

     105,600         1,686,432   

ExlService Holdings †

     50,590         1,418,038   

FARO Technologies †

     76,290         4,190,610   

GrubHub †

     64,900         2,388,320   

Guidewire Software †

     67,500         3,406,725   

inContact †

     347,770         2,872,580   

j2 Global @

     79,700         4,506,238   

KEYW Holding †

     280,182         3,028,767   

NETGEAR †

     87,410         3,034,875   

Plantronics

     59,600         3,109,332   

Proofpoint †

     120,000         5,210,400   

Rally Software Development †

     137,800         1,453,790   

SciQuest †

     177,800         2,650,998   

Semtech †

     141,900         3,612,774   

Shutterfly †

     69,300         2,963,268   

SS&C Technologies Holdings

     77,232         3,904,078   

Synaptics †

     51,320         3,232,647   

Tyler Technologies †

     27,900         3,029,382   

WNS Holdings ADR †

     127,398         2,602,741   
     

 

 

 
        64,289,276   
     

 

 

 

Transportation – 1.53%

     

Roadrunner Transportation Systems †

     73,600         1,656,736   

XPO Logistics †

     126,300         4,885,284   
     

 

 

 
        6,542,020   
     

 

 

 

 

   13


Table of Contents

Schedule of investments

 

Delaware Small Cap Core Fund

 

 

 

     Number of shares      Value (U.S. $)  

 

 

Common Stock (continued)

     

 

 

Utilities – 1.98%

     

Cleco

     69,600        $ 3,739,608   

NorthWestern

     66,300         3,529,149   

South Jersey Industries

     21,300         1,215,804   
     

 

 

 
        8,484,561   
     

 

 

 

Total Common Stock (cost $372,144,465)

        417,719,583   
     

 

 

 
     Principal amount°      Value (U.S. $)  

 

 

Short-Term Investments – 2.10%

     

 

 

Discount Notes – 0.95%

     

Federal Home Loan Bank

     

0.065% 1/14/15

     387,996         387,982   

0.065% 1/21/15

     444,103         444,084   

0.065% 2/25/15

     1,327,574         1,327,447   

0.065% 3/5/15

     1,108,262         1,108,102   

0.067% 1/16/15

     259,990         259,980   

0.08% 2/20/15

     549,652         549,602   
     

 

 

 
        4,077,197   
     

 

 

 

Repurchase Agreements – 0.91%

     

Bank of America Merrill Lynch

     

0.05%, dated 11/28/14, to be repurchased on 12/1/14, repurchase price $1,364,485 (collateralized by U.S. government obligations 0.00%–1.375% 4/15/16–2/15/43 market value $1,391,769)

     1,364,479         1,364,479   

Bank of Montreal

     

0.08%, dated 11/28/14, to be repurchased on 12/1/14, repurchase price $454,829 (collateralized by U.S. government obligations 0.25%–11.25% 11/30/14–2/15/22 market value $463,923)

     454,827         454,827   

BNP Paribas

     

0.09%, dated 11/28/14, to be repurchased on 12/1/14, repurchase price $2,050,710 (collateralized by U.S. government obligations 0.00%–3.625% 12/26/14–2/15/21 market value $2,091,708)

     2,050,694         2,050,694   
     

 

 

 
        3,870,000   
     

 

 

 

U.S. Treasury Obligation – 0.24%

     

U.S. Treasury Bill 0.005% 12/26/14

     1,027,936         1,027,908   
     

 

 

 
        1,027,908   
     

 

 

 

Total Short-Term Investments (cost $8,974,922)

        8,975,105   
     

 

 

 

Total Value of Securities – 99.56%
(cost $381,119,387)

       $ 426,694,688   
     

 

 

 

 

14


Table of Contents

    

 

    

 

 

 

@ Illiquid security. At Nov. 30, 2014, the aggregate value of illiquid securities was $14,800,118, which represents 3.45% of the Fund’s net assets. See Note 10 in “Notes to financial statements.”

 

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.

 

Non-income-producing security.

ADR – American Depositary Receipt

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

 

   15


Table of Contents

Statement of assets and liabilities

 

Delaware Small Cap Core Fund

 

 

November 30, 2014

 

 

Assets:

  

Investments, at value1

   $ 417,719,583   

Short-term investments, at value2

     8,975,105   

Cash

     177,093   

Receivable for fund shares sold

     2,250,233   

Dividends and interest receivable

     270,476   

Receivables for securities sold

     241,088   
  

 

 

 

Total assets

     429,633,578   
  

 

 

 

Liabilities:

  

Payable for fund shares redeemed

     286,140   

Payable for securities purchased

     140,120   

Investment management fees payable

     257,919   

Other accrued expenses

     232,875   

Distribution fees payable to affiliates

     75,816   

Other affiliates payable

     41,661   

Trustees’ fees and expenses payable

     2,335   
  

 

 

 

Total liabilities

     1,036,866   
  

 

 

 

Total Net Assets

   $ 428,596,712   
  

 

 

 

Net Assets Consist of:

  

Paid-in capital

   $ 360,706,700   

Accumulated net realized gain on investments

     22,314,711   

Net unrealized appreciation of investments

     45,575,301   
  

 

 

 

Total Net Assets

   $ 428,596,712   
  

 

 

 

 

16


Table of Contents

    

 

    

 

 

 

Net Asset Value

  

Class A:

  

Net assets

   $ 136,070,400   

Shares of beneficial interest outstanding, unlimited authorization, no par

     6,661,459   

Net asset value per share

   $ 20.43   

Sales charge

     5.75

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

   $ 21.68   

Class C:

  

Net assets

   $ 51,922,484   

Shares of beneficial interest outstanding, unlimited authorization, no par

     2,716,524   

Net asset value per share

   $ 19.11   

Class R:

  

Net assets

   $ 15,833,179   

Shares of beneficial interest outstanding, unlimited authorization, no par

     790,114   

Net asset value per share

   $ 20.04   

Institutional Class:

  

Net assets

   $ 224,770,649   

Shares of beneficial interest outstanding, unlimited authorization, no par

     10,862,742   

Net asset value per share

   $ 20.69   

 

1 Investments, at cost

   $ 372,144,465   

2 Short-term investments, at cost

     8,974,922   

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

 

   17


Table of Contents

Statement of operations

 

Delaware Small Cap Core Fund

 

 

Year ended November 30, 2014

 

 

Investment Income:

  

Dividends

   $ 2,865,109   

Interest

     4,823   
  

 

 

 
     2,869,932   
  

 

 

 

Expenses:

  

Management fees

     2,126,040   

Distribution expenses – Class A

     248,187   

Distribution expenses – Class C

     388,903   

Distribution expenses – Class R

     71,360   

Dividend disbursing and transfer agent fees and expenses

     536,220   

Registration fees

     101,045   

Accounting and administration expenses

     95,078   

Reports and statements to shareholders

     59,204   

Audit and tax

     31,067   

Custodian fees

     23,862   

Legal fees

     19,508   

Trustees’ fees and expenses

     12,843   

Other

     16,432   
  

 

 

 
     3,729,749   

Less expense paid indirectly

     (118
  

 

 

 

Total operating expenses

     3,729,631   
  

 

 

 

Net Investment Loss

     (859,699
  

 

 

 

Net Realized and Unrealized Gain (Loss):

  

Net realized gain on investments

     24,458,446   

Net change in unrealized appreciation (depreciation) of investments

     (431,013
  

 

 

 

Net Realized and Unrealized Gain

     24,027,433   
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $ 23,167,734   
  

 

 

 

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

 

18


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Table of Contents

Statements of changes in net assets

 

Delaware Small Cap Core Fund

 

 

     Year ended  
     11/30/14     11/30/13  

Increase (Decrease) in Net Assets from Operations:

    

Net investment loss

   $ (859,699   $ (267,756

Net realized gain

     24,458,446        12,854,496   

Net change in unrealized appreciation (depreciation)

     (431,013     33,855,724   
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

         23,167,734            46,442,464   
  

 

 

   

 

 

 

Dividends and Distributions to Shareholders from:

    

Net investment income:

    

Class A

            (22,899

Institutional Class

            (133,052

Net realized gain:

    

Class A

     (1,836,861       

Class C

     (741,927       

Class R

     (340,355       

Institutional Class

     (2,110,959       
  

 

 

   

 

 

 
     (5,030,102     (155,951
  

 

 

   

 

 

 

Capital Share Transactions:

    

Proceeds from shares sold:

    

Class A

     89,996,368        38,621,136   

Class C

     28,493,872        11,670,310   

Class R

     6,283,013        4,701,991   

Institutional Class

     153,026,330        29,676,984   

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

    

Class A

     1,789,684        22,424   

Class C

     717,211          

Class R

     340,354          

Institutional Class

     2,073,221        131,836   
  

 

 

   

 

 

 
     282,720,053        84,824,681   
  

 

 

   

 

 

 

 

20


Table of Contents

    

 

    

 

 

 

     Year ended  
     11/30/14     11/30/13  

Capital Share Transactions (continued):

    

Cost of shares redeemed:

    

Class A

   $ (30,740,706   $ (10,033,078

Class C

     (5,111,025     (1,587,669

Class R

     (4,234,053     (2,037,193

Institutional Class

     (22,031,878     (10,705,047
  

 

 

   

 

 

 
     (62,117,662     (24,362,987
  

 

 

   

 

 

 

Increase in net assets derived from capital share transactions

     220,602,391        60,461,694   
  

 

 

   

 

 

 

Net Increase in Net Assets

     238,740,023        106,748,207   

Net Assets:

    

Beginning of year

     189,856,689        83,108,482   
  

 

 

   

 

 

 

End of year

   $     428,596,712      $     189,856,689   
  

 

 

   

 

 

 

Accumulated net investment loss

   $      $ 355,911   
  

 

 

   

 

 

 

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

 

   21


Table of Contents

Financial highlights

 

Delaware Small Cap Core 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 income (loss)1

Net realized and unrealized gain

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 return2

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 (loss) to average net assets

Ratio of net investment income (loss) to average net assets prior to fees waived

Portfolio turnover

 

 

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

 

2  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.

 

22


Table of Contents

    

 

    

 

 

 

    Year ended  
    11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
  $ 19.540      $ 13.560      $ 12.010      $ 11.150      $ 8.740   
              
    (0.059     (0.036     (0.022     (0.024     0.034   
    1.447        6.027        1.572        0.928        2.376   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    1.388        5.991        1.550        0.904        2.410   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
              
           (0.011            (0.044       
    (0.498                            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (0.498     (0.011            (0.044       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 20.430      $ 19.540      $ 13.560      $ 12.010      $ 11.150   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    7.28%        44.21%        12.91%        8.10%        27.57%   
              
  $ 136,070      $ 69,386      $ 25,084      $ 24,242      $ 23,191   
    1.32%        1.31%        1.36%        1.39%        1.40%   
    1.32%        1.35%        1.41%        1.45%        1.54%   
    (0.30%     (0.22%     (0.17%     (0.20%     0.35%   
    (0.30%     (0.26%     (0.22%     (0.26%     0.21%   
    30%        38%        37%        42%        37%   

 

 

 

   23


Table of Contents

Financial highlights

 

Delaware Small Cap Core 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 loss1

Net realized and unrealized gain

Total from investment operations

Less dividends and distributions from:

Net realized gain

Total dividends and distributions

Net asset value, end of period

Total return2

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 loss to average net assets

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

Portfolio turnover

 

 

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

 

2  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.

 

24


Table of Contents

    

 

    

 

 

 

    Year ended  
    11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
  $ 18.450      $ 12.890      $ 11.510      $ 10.720      $ 8.470   
              
    (0.193     (0.152     (0.115     (0.112     (0.039
    1.351        5.712        1.495        0.902        2.289   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    1.158        5.560        1.380        0.790        2.250   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
              
    (0.498                            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (0.498                            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 19.110      $ 18.450      $ 12.890      $ 11.510      $ 10.720   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    6.44%        43.14%        11.99%        7.37%        26.56%   
              
  $ 51,923      $ 25,828      $ 10,051      $ 7,702      $ 8,285   
    2.07%        2.06%        2.11%        2.14%        2.15%   
    2.07%        2.06%        2.11%        2.15%        2.24%   
    (1.05%     (0.97%     (0.92%     (0.95%     (0.40%
    (1.05%     (0.97%     (0.92%     (0.96%     (0.49%
    30%        38%        37%        42%        37%   

 

 

 

   25


Table of Contents

Financial highlights

 

Delaware Small Cap Core 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 income (loss)1

Net realized and unrealized gain

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 return2

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 (loss) to average net assets

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

Portfolio turnover

 

 

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

 

2  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.

 

26


Table of Contents

    

 

    

 

 

 

    Year ended  
    11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
  $ 19.220      $ 13.360      $ 11.870      $ 11.030      $ 8.660   
              
    (0.106     (0.076     (0.054     (0.054     0.009   
    1.424        5.936        1.544        0.913        2.361   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    1.318        5.860        1.490        0.859        2.370   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
              
                         (0.019       
    (0.498                            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (0.498                   (0.019       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 20.040      $ 19.220      $ 13.360      $ 11.870      $ 11.030   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    7.03%        43.86%        12.55%        7.79%        27.37%   
              
  $ 15,833      $ 12,785      $ 6,809      $ 5,786      $ 5,322   
    1.57%        1.56%        1.61%        1.64%        1.65%   
    1.57%        1.64%        1.71%        1.75%        1.84%   
    (0.55%     (0.47%     (0.42%     (0.45%     0.10%   
    (0.55%     (0.55%     (0.52%     (0.56%     (0.09%
    30%        38%        37%        42%        37%   

 

 

 

   27


Table of Contents

Financial highlights

 

Delaware Small Cap Core 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 income (loss)1

Net realized and unrealized gain

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 return2

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 (loss) to average net assets

Ratio of net investment income (loss) to average net assets prior to fees waived

Portfolio turnover

 

 

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

 

2  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.

 

28


Table of Contents

    

 

    

 

 

 

    Year ended  
    11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
  $ 19.740      $ 13.690      $ 12.100      $ 11.230      $ 8.790   
              
    (0.011     0.005        0.011        0.006        0.060   
    1.459        6.089        1.579        0.934        2.385   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    1.448        6.094        1.590        0.940        2.445   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
              
           (0.044            (0.070     (0.005
    (0.498                            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (0.498     (0.044            (0.070     (0.005
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 20.690      $ 19.740      $ 13.690      $ 12.100      $ 11.230   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    7.51%        44.64%        13.14%        8.37%        27.83%   
              
  $ 224,771      $ 81,858      $ 41,164      $ 30,923      $ 33,877   
    1.07%        1.06%        1.11%        1.14%        1.15%   
    1.07%        1.06%        1.11%        1.15%        1.24%   
    (0.05%     0.03%        0.08%        0.05%        0.60%   
    (0.05%     0.03%        0.08%        0.04%        0.51%   
    30%        38%        37%        42%        37%   

 

 

 

   29


Table of Contents

Notes to financial statements

 

Delaware Small Cap Core Fund

 

 

November 30, 2014

 

 

Delaware Group® Equity Funds V (Trust) is organized as a Delaware statutory trust and offers three series: Delaware Dividend Income Fund, Delaware Small Cap Core Fund, and Delaware Small Cap Value Fund. These financial statements and the related notes pertain to Delaware Small Cap Core 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. 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). 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.

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.

 

30


Table of Contents

    

 

    

 

 

 

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 Nov. 28, 2014.

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 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. Distributions received from investments in Real Estate Investment Trusts (REITs) are recorded as dividend income on the ex-dividend date, subject to reclassification upon notice of the character of such distributions by the issuer. 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 year ended Nov. 30, 2014.

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 earnings credits for the year ended Nov. 30, 2014.

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 year ended Nov. 30, 2014, the Fund earned $118 under this agreement.

 

   31


Table of Contents

Notes to financial statements

 

Delaware Small Cap Core Fund

 

 

 

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 0.75% on the first $500 million of average daily net assets of the Fund, 0.70% on the next $500 million, 0.65% on the next $1.5 billion, and 0.60% on average daily net assets in excess of $2.5 billion.

Prior to March 28, 2014, DMC had 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, taxes, interest, inverse floater program expenses, short sale and dividend interest expenses, brokerage fees, certain insurance costs, acquired fund fees and expenses, and nonroutine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations, (collectively, nonroutine expenses)) did not exceed 1.15% of the Fund’s average daily net assets. 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 applied only to expenses paid directly by the Fund.

Effective Nov. 1, 2014, Delaware Investments Fund Services Company (DIFSC), an affiliate of DMC, provides fund accounting and financial administration oversight services to the Fund. Prior to this time, Delaware Service Company, Inc. (DSC), an affiliate of DMC, provided fund accounting and financial administration oversight services to the Fund. For these services, the Fund pays DIFSC 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 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 year ended Nov. 30, 2014, the Fund was charged $13,575 for these services. This amount is included on the “Statement of operations” under “Accounting and administration expenses.”

Effective Nov 1, 2014, DIFSC is the transfer agent and dividend disbursing agent of the Fund. Prior to this time, DSC was the transfer agent and dividend disbursing agent of the Fund. For these services, the Fund pays DIFSC fees 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. This amount is included on the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses.” For the year ended Nov. 30, 2014, the Fund was charged $61,063 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 the R shares. Institutional Class shares pay no distribution and service expenses.

 

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As provided in the investment management agreement, the Fund bears a portion of the cost of 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 year ended Nov. 30, 2014, the Fund was charged $7,872 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 year ended Nov. 30, 2014, DDLP earned $60,142 for commissions on sales of the Fund’s Class A shares. For the year ended Nov. 30, 2014, DDLP received gross CDSC commissions of $40 and $1,594 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 the year ended Nov. 30, 2014, the Fund made purchases and sales of investment securities other than short-term investments as follows:

 

Purchases

   $ 296,453,498   

Sales

     84,246,855   

At Nov. 30, 2014, the cost of investments and unrealized appreciation (depreciation) for federal income tax purposes were as follows:

 

Cost of investments

   $ 381,984,753   
  

 

 

 

Aggregate unrealized appreciation

   $ 56,405,829   

Aggregate unrealized depreciation

     (11,695,894
  

 

 

 

Net unrealized appreciation

   $ 44,709,935   
  

 

 

 

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 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)

 

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Notes to financial statements

 

Delaware Small Cap Core Fund

 

 

 

3. Investments (continued)

 

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 Nov. 30, 2014:

 

     Level 1      Level 2      Total  

Common Stock

   $ 417,719,583       $       $ 417,719,583   

Short-Term Investments

             8,975,105         8,975,105   
  

 

 

    

 

 

    

 

 

 

Total

   $ 417,719,583       $ 8,975,105       $ 426,694,688   
  

 

 

    

 

 

    

 

 

 

During the year ended Nov. 30, 2014, 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.

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 Nov. 30, 2014, there were no Level 3 investments.

 

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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 years ended Nov. 30, 2014 and 2013 was as follows:

 

     Year ended  
     11/30/14        11/30/13  

Long-term capital gain

   $ 5,030,102         $ 155,951   

5. Components of Net Assets on a Tax Basis

As of Nov. 30, 2014, the components of net assets on a tax basis were as follows:

 

Shares of beneficial interest

   $ 360,706,700   

Undistributed ordinary income

     2,417,350   

Undistributed long-term capital gain

     20,762,727   

Unrealized appreciation

     44,709,935   
  

 

 

 

Net assets

   $ 428,596,712   
  

 

 

 

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

For financial reporting purposes, capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Reclassifications are primarily due to net operating losses. Results of operations and net assets were not affected by these reclassifications. For the year ended Nov. 30, 2014, the Fund recorded the following reclassifications:

 

Distributions in excess of net investment income

   $ 1,215,610   

Accumulated net realized loss

     (1,215,610

 

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Table of Contents

Notes to financial statements

 

Delaware Small Cap Core Fund

 

 

 

6. Capital Shares

Transactions in capital shares were as follows:

 

     Year ended  
     11/30/14      11/30/13  

Shares sold:

     

Class A

     4,608,007         2,308,325   

Class C

     1,557,859         724,461   

Class R

     328,816         283,583   

Institutional Class

     7,723,938         1,783,487   

Shares issued upon reinvestment of dividends and distributions:

     

Class A

     93,554         1,609   

Class C

     39,779           

Class R

     18,094           

Institutional Class

     107,254         9,390   
  

 

 

    

 

 

 
     14,477,301         5,110,855   
  

 

 

    

 

 

 

Shares redeemed:

     

Class A

     (1,591,486      (608,787

Class C

     (281,153      (104,432

Class R

     (221,884      (128,048

Institutional Class

     (1,116,020      (651,586
  

 

 

    

 

 

 
     (3,210,543      (1,492,853
  

 

 

    

 

 

 

Net increase

     11,266,758         3,618,002   
  

 

 

    

 

 

 

Certain shareholders may exchange shares of one class for shares of another class. For the year ended Nov. 30, 2014, exchange transactions were as follows:

 

Exchange Redemptions    Exchange Subscriptions     

Class C

Shares

  

Institutional Class

Shares

  

Value

686

   634    $13,073

These exchange transactions are included as subscriptions and redemptions in the table above and on the “Statements of changes in net assets.”

7. Line of Credit

The Fund, along with certain other funds in the Delaware Investments® Family of Funds (Participants), was a participant in a $225,000,000 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 were charged an annual commitment fee of 0.08%, which was allocated across the Participants on the basis of each Participant’s allocation of the entire facility. The Participants were permitted to borrow up to a maximum of one third of their net assets under the agreement. Each

 

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Participant was individually, and not jointly, liable for its particular advances, if any, under the line of credit. The line of credit available under the agreement expired on Nov. 10, 2014.

On Nov. 10, 2014, each Fund, along with the other Participants, entered into an amendment to the agreement for a $275,000,000 revolving line of credit. The line of credit is to be used as described above and operates in substantially the same manner as the original agreement. The line of credit available under the agreement expires on Nov. 9, 2015.

The Fund had no amounts outstanding as of Nov. 30, 2014 or at any time during the period then ended.

8. Offsetting

In December 2011, the Financial Accounting Standards Board (FASB) issued guidance that expands current disclosure requirements on the offsetting of certain assets and liabilities. The new disclosures are required for investments and derivative financial instruments subject to master netting or similar agreements which are eligible for offset in 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 clarifies 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. The Fund adopted the disclosure provisions on offsetting during the current reporting period.

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 each of its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a 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.”

 

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Notes to financial statements

 

Delaware Small Cap Core Fund

 

 

 

8. Offsetting (continued)

At Nov. 30, 2014, 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

     $ 1,364,479        $ (1,364,479 )     $        $  

Bank of Montreal

       454,827          (454,827 )                 

BNP Paribas

       2,050,694          (2,050,694 )                 
    

 

 

      

 

 

     

 

 

      

 

 

 

Total

     $ 3,870,000        $ (3,870,000 )     $        $  
    

 

 

      

 

 

     

 

 

      

 

 

 

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

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: (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 the 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.

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 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

 

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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 year ended Nov. 30, 2014, the Fund had no securities out on loan.

10. Credit and Market Risk

The Fund invests a significant portion of its assets in small-sized companies and may be subject to certain risks associated with ownership of securities of such companies. Investments in small-sized companies may be more volatile than investments in larger companies for a number of reasons, which include more limited financial resources or a dependence on narrow product lines.

The Fund invests in REITs and is subject to the risks associated with that industry. If the Fund holds real estate directly as a result of defaults or receives rental income directly from real estate holdings, its tax status as a regulated investment company may be jeopardized. There were no direct real estate holdings during the year ended Nov. 30, 2014. The Fund’s REIT holdings are also affected by interest rate changes, particularly if the REITs it holds use floating rate debt to finance their ongoing operations.

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 Nov. 30, 2014, there were no Rule 144A securities held by the Fund. Illiquid securities have been identified on the “Schedule of investments.”

 

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Notes to financial statements

 

Delaware Small Cap Core Fund

 

 

 

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. Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board 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 December 15, 2014 and interim periods within those fiscal years. Management is evaluating the impact, if any, of this guidance on the Fund’s financial statement disclosures.

13. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Nov. 30, 2014 that would require recognition or disclosure in the Fund’s financial statements.

 

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Report of independent

registered public accounting firm

To the Board of Trustees of Delaware Group® Equity Funds V

and Shareholders of Delaware Small Cap Core Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Delaware Small Cap Core Fund (one of the series constituting Delaware Group Equity Funds V, hereafter referred to as the “Fund”) at November 30, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2014 by correspondence with the custodian and brokers, and the application of alternative auditing procedures where confirmations of security purchases had not been received, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

January 22, 2015

 

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Other Fund information (Unaudited)

 

Delaware Small Cap Core Fund

 

 

 

Tax Information

The information set forth below is for the Fund’s fiscal year as required by federal income tax laws. Shareholders, however, must report distributions on a calendar year basis for income tax purposes, which may include distributions for portions of two fiscal years of the Fund. Accordingly, the information needed by shareholders for income tax purposes will be sent to them in January of each year. Please consult your tax advisor for proper treatment of this information.

All disclosures are based on financial information available as of the date of this annual report and, accordingly are subject to change. For any and all items requiring reporting, it is the intention of the Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

For the fiscal year ended Nov. 30, 2014, the Fund reports distributions paid during the year as follows:

 

(A) Long-Term Capital Gain Distributions (Tax Basis)

     100.00

Board consideration of Delaware Small Cap Core Fund investment management agreement

At a meeting held on Aug. 19–21, 2014 (the “Annual Meeting”), the Board of Trustees (the “Board”), including a majority of disinterested or independent Trustees, approved the renewal of the Investment Management Agreement for Delaware Small Cap Core Fund (the “Fund”). In making its decision, the Board considered information furnished at regular quarterly Board meetings, including reports detailing Fund performance, investment strategies and expenses, as well as information prepared specifically in connection with the renewal of the investment advisory and sub-advisory contracts. Information furnished specifically in connection with the renewal of the Investment Management Agreement with Delaware Management Company (“DMC”) included materials provided by DMC and its affiliates (“Delaware Investments”) concerning, among other things, the nature, extent and quality of services provided to the Fund, the costs of such services to the Fund, economies of scale and the financial condition and profitability of Delaware Investments. In addition, in connection with the Annual Meeting, reports were provided to the Trustees in May 2014 and included reports provided by Lipper, Inc., an independent statistical compilation organization (“Lipper”). The Lipper reports compared the Fund’s investment performance and expenses with those of other comparable mutual funds. The Independent Trustees reviewed and discussed the Lipper reports with independent legal counsel to the Independent Trustees. The Board requested and received information regarding DMC’s policy with respect to advisory fee levels and its breakpoint philosophy; the structure of portfolio manager compensation; the investment manager’s profitability; comparative client fee information; and any constraints or limitations on the availability of securities for certain investment styles, which had in the past year inhibited, or which were likely in the future to inhibit, DMC’s ability to invest fully in accordance with Fund policies.

In considering information relating to the approval of the Fund’s advisory agreement, the Independent Trustees received assistance and advice from and met separately with independent legal counsel to the Independent Trustees. Although the Board gave attention to all information furnished, the following discussion identifies, under separate headings, the primary factors taken into account by the Board during its contract renewal considerations.

 

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Nature, Extent and Quality of Service. The Board considered the services provided by Delaware Investments to the Fund and its shareholders. In reviewing the nature, extent and quality of services, the Board considered reports furnished to it throughout the year, which covered matters such as the relative performance of the Fund, compliance of portfolio managers with the investment policies, strategies and restrictions for the Fund, compliance by DMC and Delaware Distributors, L.P. (together, “Management”) personnel with the Code of Ethics adopted throughout the Delaware Investments® Family of Funds complex and adherence to fair value pricing procedures as established by the Board. The Board was pleased with the current staffing of the Fund’s investment manager and the emphasis placed on research in the investment process. The Board recognized DMC’s receipt of several industry distinctions. The Board gave favorable consideration to DMC’s efforts to control expenditures while maintaining service levels committed to Fund matters. The Board noted that, in the third and fourth quarters of 2013, Management reduced the maximum 12b-1 fee for certain funds; and in November 2013 Management negotiated a substantial reduction in fees for fund accounting services provided to the Funds. The Board noted the benefits provided to Fund shareholders through each shareholder’s ability to exchange an investment in one Delaware Investments fund for the same class of shares in another Delaware Investments fund without a sales charge, to reinvest Fund dividends into additional shares of the Fund or into additional shares of other Delaware Investments funds and the privilege to combine holdings in other Delaware Investments funds to obtain a reduced sales charge. The Board was satisfied with the nature, extent and quality of the overall services provided by Delaware Investments.

Investment Performance. The Board placed significant emphasis on the investment performance of the Fund in view of the importance of investment performance to shareholders. Although the Board gave appropriate consideration to performance reports and discussions with portfolio managers at Investment Committee meetings throughout the year, the Board gave particular weight to the Lipper reports furnished for the Annual Meeting. The Lipper reports prepared for the Fund showed the investment performance of its Class A shares in comparison to a group of similar funds as selected by Lipper (the “Performance Universe”). A fund with the best performance ranked first, and a fund with the poorest performance ranked last. The highest/best performing 25% of funds in the Performance Universe make up the first quartile; the next 25%, the second quartile; the next 25%, the third quartile; and the poorest/ worst performing 25% of funds in the Performance Universe make up the fourth quartile. Comparative annualized performance for the Fund was shown for the past 1-, 3-, 5- and 10-year periods, to the extent applicable, ended March 31, 2014. The Board’s objective is that the Fund’s performance for the periods considered be at or above the median of its Performance Universe. The following paragraph summarizes the performance results for the Fund and the Board’s view of such performance.

The Performance Universe for the Fund consisted of the Fund and all retail and institutional small-cap core funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the 1-, 3- and 5-year periods was in the first quartile of its Performance Universe. The report further showed that the Fund’s total return for the 10-year period was in the second quartile of its Performance Universe. The Board was satisfied with performance.

Comparative Expenses. The Board considered expense comparison data for the Delaware Investments Family of Funds. Management provided the Board with information on pricing levels and fee structures for the Fund as of its most recently completed fiscal year. The Board also focused on the comparative

 

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Other Fund information (Unaudited)

 

Delaware Small Cap Core Fund

 

 

 

Board consideration of Delaware Small Cap Core Fund investment management agreement (continued)

analysis of effective management fees and total expense ratios of the Fund versus effective management fees and expense ratios of a group of similar funds as selected by Lipper (the “Expense Group”). In reviewing comparative costs, the Fund’s contractual management fee and the actual management fee incurred by the Fund were compared with the contractual management fees (assuming all funds in the Expense Group were similar in size to the Fund) and actual management fees (as reported by each fund) within the Expense Group, taking into account any applicable breakpoints and fee waivers. The Fund’s total expenses were also compared with those of its Expense Group. The Lipper total expenses, for comparative consistency, were shown by Lipper for Class A shares and comparative total expenses including 12b-1 and non 12b-1 service fees. The Board considered fees paid to Delaware Investments for non-management services. The Board’s objective is to limit the Fund’s total expense ratio to be competitive with that of the Expense Group. The following paragraph summarizes the expense results for the Fund and the Board’s view of such expenses.

The expense comparisons for the Fund showed that its actual management fee was in the quartile with the second lowest expenses of its Expense Group and its total expenses were in the quartile with the lowest expenses of its Expense Group. The Board was satisfied with the management fee and total expenses of the Fund in comparison to those of its Expense Group as shown in the Lipper report.

Management Profitability. The Board considered the level of profits realized by Delaware Investments in connection with the operation of the Fund. In this respect, the Board reviewed the Investment Management Profitability Analysis that addressed the overall profitability of Delaware Investments’ business in providing management and other services to each of the individual funds and the Delaware Investments® Family of Funds as a whole. Specific attention was given to the methodology followed in allocating costs for the purpose of determining profitability. Management stated that the level of profits of Delaware Investments, to a certain extent, reflects recent operational cost savings and efficiencies initiated by Delaware Investments. The Board considered Delaware Investments’ efforts to improve services provided to fund shareholders and to meet additional regulatory and compliance requirements resulting from recent industry-wide Securities and Exchange Commission initiatives. The Board also considered the extent to which Delaware Investments might derive ancillary benefits from fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as service provider to the Delaware Investments® Family of Funds and the benefits from allocation of fund brokerage to improve trading efficiencies. The Board found that the management fees were reasonable in light of the services rendered and the level of profitability of Delaware Investments.

Economies of Scale. The Trustees considered whether economies of scale are realized by Delaware Investments as the Fund’s assets increase and the extent to which any economies of scale are reflected in the level of management fees charged. The Trustees reviewed the standardized advisory fee pricing and structure, approved by the Board and shareholders, which includes breakpoints. Breakpoints in the advisory fee occur when the advisory fee rate is reduced on assets in excess of specified levels. Breakpoints result in a lower advisory fee than would otherwise be the case on all assets when the asset levels specified are exceeded. The Board noted that the fee under the Fund’s management contract fell

 

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within the standard structure. Although the Fund has not reached a size at which it can take advantage of breakpoints, the Board recognized that the fee was structured so that when the Fund grows, economies of scale may be shared.

 

   45


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Board of trustees / directors and officers addendum

Delaware Investments® Family of Funds

A mutual fund is governed by a Board of Trustees / Directors (“Trustees”), which has oversight responsibility for the management of a fund’s business affairs. Trustees establish procedures and oversee and review the performance of the investment manager, the distributor, and others who perform services for the fund. The independent fund trustees, in particular, are advocates

 

Name, Address,

and Birth Date

 

Position(s)

Held with Fund(s)

 

Length of

Time Served

Interested Trustee    
Patrick P. Coyne1   Chairman, President,   Chairman and Trustee
2005 Market Street   Chief Executive Officer,   since August 16, 2006
Philadelphia, PA 19103   and Trustee  
April 1963     President and
    Chief Executive Officer
   

since August 1, 2006

 

Independent Trustees    
Thomas L. Bennett   Trustee   Since March 2005
2005 Market Street    
Philadelphia, PA 19103    

October 1947

 

       

 

Joseph W. Chow

  Trustee   Since January 2013
2005 Market Street    
Philadelphia, PA 19103    

January 1953

 

   
         

 

John A. Fry

  Trustee   Since January 2001
2005 Market Street    
Philadelphia, PA 19103    

May 1960

 

   
         

 

 

1  Patrick P. Coyne is considered to be an “Interested Trustee” because he is an executive officer of the Fund’s(s’) investment advisor.

 

46


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for shareholder interests. Each trustee has served in that capacity since he or she was elected to or appointed to the Board of Trustees, and will continue to serve until his or her retirement or the election of a new trustee in his or her place. The following is a list of the Trustees and Officers with certain background and related information.

 

Principal Occupation(s)

During the Past Five Years

 

Number of Portfolios in
Fund Complex Overseen

by Trustee or Officer

 

Other Directorships

Held by Trustee or Officer

   
Patrick P. Coyne has served in   65   Board of Governors Member
various executive capacities     Investment Company
at different times at     Institute (ICI)
Delaware Investments.2    
    Director and Audit
    Committee Member
    Kaydon Corp.
    (2007–2013)
   
Private Investor   65   Director
(March 2004–Present)     Bryn Mawr Bank Corp. (BMTC)
       

(2007–2011)

 

 

Executive Vice President

  65   Director and Audit Committee
(Emerging Economies     Member — Hercules
Strategies, Risk and     Technology Growth
Corporate Administration)     Capital, Inc.
State Street Corporation     (2004-2014)

(July 2004–March 2011)

 

       

 

President

  65   Director — Hershey Trust
Drexel University     Company
(August 2010–Present)    
    Director, Audit Committee,
President     and Governance Committee
Franklin & Marshall College     Member Community

(July 2002–July 2010)

 

      Health Systems

 

2  Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Fund’s(s’) investment advisor, principal underwriter, and its transfer agent.

 

   47


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Board of trustees / directors and officers addendum

 

Delaware Investments® Family of Funds

 

 

 

Name, Address,

and Birth Date

 

Position(s)

Held with Fund(s)

 

Length of

Time Served

    Independent Trustees (continued)  
Lucinda S. Landreth   Trustee   Since March 2005
2005 Market Street    
Philadelphia, PA 19103    

June 1947

 

       

 

Frances A. Sevilla-Sacasa

  Trustee   Since September 2011
2005 Market Street    
Philadelphia, PA 19103    

January 1956

 

       
Thomas K. Whitford   Trustee   Since January 2013
2005 Market Street    
Philadelphia, PA 19103    

March 1956

 

       

 

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    Number of Portfolios in    
Principal Occupation(s)   Fund Complex Overseen   Other Directorships
During the Past Five Years   by Trustee or Officer   Held by Trustee or Officer
 
Private Investor   65   None

(2004–Present)

 

       

 

Chief Executive Officer —

  65   Trust Manager and
Banco Itaú     Audit Committee
International     Member — Camden

(April 2012–Present)

 

    Property Trust
Executive Advisor to Dean    

(August 2011–March 2012)

and Interim Dean

   
(January 2011–July 2011) —    
University of Miami School of    

Business Administration

 

   
President — U.S. Trust,    
Bank of America Private    
Wealth Management    
(Private Banking)    

(July 2007–December 2008)

 

       

 

Vice Chairman

  65   Director — HSBC Finance
(2010–April 2013)     Corporation and HSBC
Chief Administrative     North America Holdings Inc.

Officer (2008–2010)

and Executive Vice

   
President and Chief    
Administrative Officer    
(2007–2009) —    
PNC Financial    

Services Group

 

       

 

   49


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Board of trustees / directors and officers addendum

 

Delaware Investments® Family of Funds

 

 

 

Name, Address,   Position(s)   Length of
and Birth Date   Held with Fund(s)   Time Served
    Independent Trustees (continued)  
Janet L. Yeomans   Trustee   Since April 1999
2005 Market Street    
Philadelphia, PA 19103    

July 1948

 

 

       
J. Richard Zecher   Trustee   Since March 2005
2005 Market Street    
Philadelphia, PA 19103    

July 1940

 

       

 

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    Number of Portfolios in    
Principal Occupation(s)   Fund Complex Overseen   Other Directorships
During the Past Five Years   by Trustee or Officer   Held by Trustee or Officer
 
Vice President and Treasurer   65   Director, Audit and
(January 2006–July 2012)     Compliance Committee Chair,
Vice President —     Investment Committee
Mergers & Acquisitions     Member and Governance
(January 2003–January 2006),     Committee Member
and Vice President     Okabena Company
and Treasurer    
(July 1995–January 2003)     Chair — 3M
3M Corporation     Investment Management
    Company
       

(2005–2012)

 

 

Founder

 

 

65

 

 

Director and Compensation

Investor Analytics     Committee Chairman
(Risk Management)     Investor Analytics
(May 1999–Present)    
    Director — P/E Investments
Founder    
P/E Investments    
(Hedge Fund)    

(September 1996–Present)

 

       

 

   51


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Board of trustees / directors and officers addendum

 

Delaware Investments® Family of Funds

 

 

 

Name, Address,   Position(s)   Length of
and Birth Date   Held with Fund(s)   Time Served
    Officers  
David F. Connor   Senior Vice President,   Senior Vice President,
2005 Market Street   Deputy General   Deputy General Counsel
Philadelphia, PA 19103   Counsel, and Secretary   since May 2013;
December 1963     Vice President, Deputy
    General Counsel
    September 2000 –
    May 2013; Secretary since
        October 2005
Daniel V. Geatens   Vice President   Treasurer since October 2007
2005 Market Street   and Treasurer  
Philadelphia, PA 19103    
October 1972        
David P. O’Connor   Executive Vice President,   Executive Vice President
2005 Market Street   General Counsel   since February 2012;
Philadelphia, PA 19103   and Chief Legal Officer   Senior Vice President
February 1966     October 2005 –
    February 2012;
    General Counsel and
    Chief Legal Officer
       

since October 2005

 

Richard Salus   Senior Vice President   Chief Financial Officer
2005 Market Street   and Chief Financial Officer   since November 2006
Philadelphia, PA 19103    

October 1963

 

       

 

 

The Statement of Additional Information for the Fund(s) includes additional information about the Trustees and Officers and is available, without charge, upon request by calling 800 523-1918.

 

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    Number of Portfolios in    
Principal Occupation(s)   Fund Complex Overseen   Other Directorships
During the Past Five Years   by Trustee or Officer   Held by Trustee or Officer
 
David F. Connor has served as   65   None3
Deputy General Counsel of    

Delaware Investments

since 2000.

   
         
Daniel V. Geatens has served   65   None3

in various capacities at

different times at

   
Delaware Investments.        
David P. O’Connor has served   65   None3

in various executive

and legal capacities at

different times

at Delaware Investments.

   
         
Richard Salus has served in   65   None3

various executive capacities

at different times at

   

Delaware Investments.

 

       

 

 

 

3  David F. Connor, Daniel V. Geatens, David P. O’Connor, and Richard Salus serve in similar capacities for the six portfolios of the Optimum Fund Trust, which have the same investment advisor, principal underwriter, and transfer agent as the registrant.

 

   53


Table of Contents

About the organization

 

Board of trustees

 

        
Patrick P. Coyne    Joseph W. Chow    Lucinda S. Landreth    Thomas K. Whitford
Chairman, President, and    Former Executive Vice    Former Chief Investment    Former Vice Chairman
Chief Executive Officer    President    Officer    PNC Financial Services Group
Delaware Investments®    State Street Corporation    Assurant, Inc.    Pittsburgh, PA
Family of Funds    Brookline, MA    Philadelphia, PA   
Philadelphia, PA          Janet L. Yeomans
   John A. Fry    Frances A.    Former Vice President
Thomas L. Bennett    President    Sevilla-Sacasa    and Treasurer
Private Investor    Drexel University    Chief Executive Officer    3M Corporation
Rosemont, PA    Philadelphia, PA    Banco Itaú    St. Paul, MN
     

International

Miami, FL

  

 

J. Richard Zecher

Founder

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

This annual report is for the information of Delaware Small Cap Core 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 Fund’s Schedule of Investments 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.

 

54   

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LOGO   

 

LOGO

Annual report

U.S. value equity mutual fund

Delaware Small Cap Value Fund

November 30, 2014

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.


Table of Contents

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 Small Cap 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 Small Cap 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

Portfolio management review

     1   

Performance summary

     4   

Disclosure of Fund expenses

     7   

Security type / sector allocation and top 10 equity holdings

     9   
Schedule of investments      10   
Statement of assets and liabilities      16   
Statement of operations      18   
Statements of changes in net assets      20   
Financial highlights      22   
Notes to financial statements      30   
Report of independent registered public accounting firm      41   
Other Fund information      42   
Board of trustees / directors and officers addendum      46   

About the organization

     54   

Unless otherwise noted, views expressed herein are current as of Nov. 30, 2014, 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.

© 2015 Delaware Management Holdings, Inc.

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

 

 


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Portfolio management review

 

Delaware Small Cap Value Fund

 

 

December 9, 2014

 

 

Performance preview (for the year ended November 30, 2014)

         

Delaware Small Cap Value Fund (Class A shares)

   1-year return    +7.12%    

Russell 2000® Value Index (benchmark)

   1-year return    +3.36%    

Past performance does not guarantee future results.

For complete, annualized performance for Delaware Small Cap Value Fund, please see the table on page 4.

The performance of Class A shares excludes the applicable sales charge and reflects the reinvestment of all distributions. For a description of the index, please see page 6. Index performance returns do not reflect any management fees, transaction costs, or expenses. Indices are unmanaged and one cannot invest directly in an index

 

Small-cap stocks posted moderate gains for the Fund’s fiscal year ended Nov. 30, 2014. However, unlike earlier periods in this bull market that dates back to March 2009, small-cap stocks experienced more choppy conditions generally and several episodes of sharp downward volatility. Nonetheless, small-cap stocks benefited from an accommodative U.S. Federal Reserve, ultra-low interest rates, benign inflation, and solid earnings growth that allowed relative valuations to improve marginally.

As the fiscal period began, small-cap stocks were in the midst of a broad-based advance. But over a two-week stretch beginning in mid-January 2014, the group sustained a mild pullback as concerns mounted over valuations, especially in the biotechnology sector. Other highly volatile stocks joined in the slump during a relentlessly harsh winter that temporarily slowed U.S. economic growth. That early-2014 sell-off signaled an important transformation as higher-quality companies with stronger balance sheets and healthier cash flows began to outperform their lower-quality counterparts, in contrast to much of 2013. As winter receded, economic growth recovered briskly. Investors then began focusing on when and how fast the Fed would tighten monetary policy, given that higher interest rates tend to favor companies with fewer or minimal financing requirements.

Despite generous valuations and vulnerability to higher interest rates, real estate investment trusts (REITs) and utilities were the strongest-performing sectors among small-caps as investors sought yield in a low-rate, low-inflation environment. Conversely, energy stocks tumbled badly, especially late in the fiscal period when the Organization of the Petroleum Exporting Countries (OPEC) failed to act on curtailing output, even as U.S. production of shale oil continued to increase, which is considered a factor in the recent decline in the price of oil. Though investors were not expecting an OPEC agreement on output, energy markets reacted negatively to the absence of any language that would have forced cartel members to comply with existing quotas.

Fund performance

For the fiscal year ended Nov. 30, 2014, Delaware Small Cap Value Fund returned +7.12% at net asset value and +0.97% at maximum offer price (both figures represent Class A shares with all distributions reinvested). For the same period, the Fund’s benchmark, the Russell 2000 Value Index returned +3.36%. Complete annualized performance for Delaware Small Cap Value Fund is shown in the table on page 4.

The Fund’s overweight to larger-capitalization stocks within the small-cap universe contributed to relative performance. Given the long-term nature of the current bull market, this was a

 

 

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Portfolio management review

 

Delaware Small Cap Value Fund

 

 

 

natural by-product of our long-standing policy of allowing the Fund’s “winners to run.” It also reflects our preference for companies with fewer financing issues, a strategy that can lead to overweighting the larger-cap subset portion of the small-cap segment.

The Fund’s modest overweight to the technology sector also contributed to relative performance, mostly the result of strong stock picking. The Fund’s underweight to financials (excluding REITs) was also a contributor. The financial sector suffered from weak investor demand as concern grew that the Fed would shortly begin raising interest rates.

The Fund’s large underweight to REITs detracted from performance. The sector accounts for 12.6% of the benchmark, roughly double the Fund’s average allocation over the fiscal period. As noted in previous reports, we have not identified sufficient value in the REIT sector to justify a larger weighting, given the Fund’s preference for value. The Fund’s underweight to another highly interest-rate sensitive sector — utilities — was a small detractor as well. The Fund’s slight overweight to the energy group also detracted, especially during the sell-off in exploration and development shares in late November. Though the Fund’s energy holdings outperformed the benchmark, the energy sector of the Russell 2000 Value Index plunged 22% over the fiscal year.

Among individual holdings, the Fund’s overweight position in RF Micro Devices contributed to relative performance. The stock nearly tripled over the fiscal period (to nearly 180%), in part because of a proposed merger with TriQuint Semiconductor. The stock also benefited from an ongoing share buyback program and the company’s strong position in the burgeoning “mobility” industry, which includes mobile phones and cable systems. We believe the company remains attractively valued and continue to own it. (As of this writing, the merger with TriQuint was not yet officially closed, but they have received

final regulatory approval and the merger is now expected to close on Dec. 31, 2014).

The Fund’s position in United Rentals, the world’s largest publicly traded equipment rental company, also boosted relative returns. Though we took profits and exited the Fund’s position late in the fiscal period when the company’s market capitalization exceeded parameters for small-caps, the stock gained more than 60% while we held its shares.

Finally, the Fund’s position in apparel-maker Hanesbrands was also a contributor. The stock, which is not included in the benchmark, gained nearly 70% during the fiscal year, though we pared back the Fund’s allocation as it approached our target price. The company announced profit growth of 40% or more in each of the last three quarters.

The Fund’s position in Pier 1 Imports detracted significantly from relative performance (declining approximately 40%). While the company’s share buyback program is helpful, debt has risen and company management has struggled to match product offerings with consumer demand. We sold the stock at a sharp loss.

The Fund’s overweight to Stone Energy was also a detractor (its shares declined more than 50% at fiscal year end), which was largely in concert with the global rout in oil prices. The company holds promising energy producing properties in the Gulf of Mexico and the Utica Shale region of the northeastern United States. During the massive and broad-based sell-off in energy exploration and production companies, especially late in the fiscal period, the stock declined sharply. We believe the company has a strong production profile, however, and we’ve maintained the Fund’s position.

The infrastructure engineering company MasTec was a detractor as well (declining approximately 20%), primarily because a major customer, AT&T, cut its capital spending budget for 2015. We

 

 

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remain optimistic about the stock’s longer-term prospects, however, and added to the Fund’s position as valuations became more favorable.

As the new fiscal period began, the Fund maintained its overweight to companies that appear positioned to benefit disproportionately from steady or accelerating economic growth. Conversely, we remain underweight defensive and interest-rate sensitive sectors such as utilities, REITs, and financials. From a stock-picking standpoint, we will continue to favor companies trading at what we view as reasonable valuations with strong balance sheets and the perceived ability to return value to shareholders through dividends or stock repurchases.

 

 

   3


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Performance summary

 

Delaware Small Cap Value Fund

 

 

November 30, 2014

 

 

The performance data quoted represent past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Please obtain the performance data current for the most recent month end by calling 800 523-1918 or visiting our website at delawareinvestments.com/performance. Current performance may be lower or higher than the performance data quoted.

 

Fund and benchmark performance1,2    Average annual total returns through November 30, 2014
      1 year    5 years    10 years    

Class A (Est. June 24, 1987)

        

Excluding sales charge

     +7.12%      +16.72%      +8.26%    

Including sales charge

     +0.97%      +15.35%      +7.62%    

Class C (Est. Nov. 29, 1995)

        

Excluding sales charge

     +6.30%      +15.85%      +7.46%    

Including sales charge

     +5.30%      +15.85%      +7.46%    

Class R (Est. June 2, 2003)

        

Excluding sales charge

     +6.85%      +16.43%      +7.99%    

Including sales charge

     +6.85%      +16.43%      +7.99%    

Institutional Class (Est. Nov. 9, 1992)

        

Excluding sales charge

     +7.38%      +17.01%      +8.54%    

Including sales charge

     +7.38%      +17.01%      +8.54%    

Russell 2000 Value Index

     +3.36%      +15.31%      +6.85%    

 

1 Returns reflect the reinvestment of all distributions and are presented both with and without the applicable sales charges described below. Returns do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

Expense limitations were in effect for certain classes during some or all of the periods shown in the “Fund and benchmark performance” table. Expenses for each class are listed on the “Fund expense ratios” table on page 5. Performance would have been lower had expense limitations not been in effect.

Class A shares are sold with a maximum front-end sales charge of 5.75%, and have an annual distribution and service fee of 0.25% of average daily net assets. Performance for Class A shares, excluding sales charges, assumes that no front-end sales charge applied.

Class C shares are sold with a contingent deferred sales charge of 1.00% if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1.00% of average daily net assets. Performance for Class C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or that the investment was not redeemed.

Class R shares are available only for certain retirement plan products. They are sold without a sales charge and have an annual distribution and service fee of 0.50% of average daily net assets.

Institutional Class shares are available without sales or asset-based distribution charges only to certain eligible institutional accounts.

The “Fund and benchmark performance” table does not reflect the deduction of taxes the

 

 

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shareholder would pay on Fund distributions or redemptions of Fund shares.

Investments in small and/or medium-sized companies typically exhibit greater risk and higher volatility than larger, more established companies.

Narrowly focused investments may exhibit higher volatility than investments in multiple industry sectors.

REIT investments are subject to many of the risks associated with direct real estate ownership, including changes in economic conditions, credit risk, and interest rate fluctuations.

 

 

2 The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table.

 

Fund expense ratios

 

 

    

Class A

 

    

Class C

 

    

Class R

 

    

Institutional Class

 

Total annual operating expenses

     1.25%      2.00%      1.50%      1.00%

(without fee waivers)

                   

Net expenses

     1.25%      2.00%      1.50%      1.00%

(including fee waivers, if any)

                   

Type of waiver

     n/a      n/a      n/a      n/a

 

   5


Table of Contents

Performance summary

 

Delaware Small Cap Value Fund

 

 

 

Performance of a $10,000 investment1

Average annual total returns from Nov. 30, 2004, through Nov. 30, 2014

 

LOGO

 

For the period beginning Nov. 30, 2004, through Nov. 30, 2014    Starting value      Ending value   

LOGO Delaware Small Cap Value Fund — Class A shares

 

     $9,425         $20,842   

LOGO Russell 2000 Value Index

 

     $10,000         $19,398   

 

1 The “Performance of a $10,000 investment” graph assumes $10,000 invested in Class A shares of the Fund on Nov. 30, 2004, and includes the effect of a 5.75% front-end sales charge and the reinvestment of all distributions. The graph does not reflect the deduction of taxes the shareholders would pay on Fund distributions or redemptions of Fund shares. Expense limitations were in effect for some or all of the periods shown. Performance would have been lower had expense limitations not been in effect. Expenses are listed in the “Fund expense ratios” table on page 5. Please note additional details on pages 4 through 6.

The graph also assumes $10,000 invested in the Russell 2000 Value Index as of Nov. 30, 2004. The Russell 2000 Value Index measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.

Index performance returns do not reflect any management fees, transaction costs, or expenses. Indices are unmanaged and one cannot invest directly in an index. Past performance is not a guarantee of future results.

Performance of other Fund classes will vary due to different charges and expenses.

 

 

 

   Nasdaq symbols      CUSIPs

Class A

   DEVLX       246097109

Class C

   DEVCX      246097406

Class R

   DVLRX       246097505

Institutional Class

   DEVIX        246097208

 

 

 

6


Table of Contents

Disclosure of Fund expenses

 

For the six-month period from June 1, 2014 to November 30, 2014 (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 June 1, 2014 to Nov. 30, 2014.

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.

 

   7


Table of Contents

Disclosure of Fund expenses

 

For the six-month period from June 1, 2014 to November 30, 2014 (Unaudited)

 

 

 

Delaware Small Cap Value Fund

Expense analysis of an investment of $1,000

 

      Beginning
Account Value
6/1/14
   Ending
Account Value
11/30/14
   Annualized
Expense Ratio
  Expenses
Paid During Period
6/1/14 to 11/30/14*

Actual Fund return

                  

Class A

       $1,000.00          $1,021.60            1.21 %       $6.13  

Class C

         1,000.00            1,017.80            1.96 %         9.91  

Class R

         1,000.00            1,020.40            1.46 %         7.39  

Institutional Class

         1,000.00            1,022.90            0.96 %         4.87  

Hypothetical 5% return (5% return before expenses)

  

Class A

       $1,000.00          $1,019.00            1.21 %       $6.12  

Class C

         1,000.00            1,015.24            1.96 %         9.90  

Class R

         1,000.00            1,017.75            1.46 %         7.39  

Institutional Class

         1,000.00            1,020.26            0.96 %         4.86  

 

* “Expenses Paid During Period” are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (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.

 

8


Table of Contents

Security type / sector allocation and top 10

equity holdings

 

Delaware Small Cap Value Fund

  As of November 30, 2014 (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

         95.97%      

Basic Industry

         9.76%      

Business Services

         0.95%      

Capital Spending

         9.53%      

Consumer Cyclical

         3.81%      

Consumer Services

         8.67%      

Consumer Staples

         1.99%      

Energy

         5.35%      

Financial Services

         23.29%      

Healthcare

         6.84%      

Real Estate

         6.76%      

Technology

         13.52%      

Transportation

         3.11%      

Utilities

           2.39%        

Short-Term Investments

           3.76%        

Total Value of Securities

         99.73%        

Receivables and Other Assets Net of Liabilities

           0.27%        

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      

East West Bancorp

       2.48%   

ITT

       1.86%   

Synopsys

       1.77%   

Platinum Underwriters Holdings

       1.74%   

Chemtura

       1.60%   

Helix Energy Solutions Group

       1.51%   

Fuller (H.B.)

       1.46%   

Hancock Holding

       1.41%   

Webster Financial

       1.37%   

STERIS

 

       1.34%

 

    

 

   9


Table of Contents

Schedule of investments

 

Delaware Small Cap Value Fund

 

 

November 30, 2014

 

 

 

      Number of shares      Value (U.S. $)  

Common Stock – 95.97%

                 

Basic Industry – 9.76%

     

Albemarle

     437,900       $ 25,853,616   

Berry Plastics Group †

     1,239,000         35,856,660   

Chemtura †

     1,876,300         43,717,790   

Cytec Industries

     754,900         36,310,690   

Fuller (H.B.)

     927,100         40,041,449   

Glatfelter

     996,400         25,228,848   

Kaiser Aluminum

     473,227         34,441,461   

Olin

     661,600         16,645,856   

Ryerson Holding †

     816,700         8,812,193   
     

 

 

 
          266,908,563   
     

 

 

 

Business Services – 0.95%

     

Brink’s

     467,900         10,153,430   

United Stationers

     385,618         15,833,475   
     

 

 

 
        25,986,905   
     

 

 

 

Capital Spending – 9.53%

     

Actuant Class A

     626,600         18,396,976   

Altra Holdings

     811,731         24,863,321   

CIRCOR International

     193,100         12,928,045   

EnPro Industries †

     278,600         17,975,272   

H&E Equipment Services

     1,022,200         35,777,000   

ITT

     1,230,400         50,938,560   

MasTec †

     1,442,000         34,752,200   

Primoris Services

     829,300         21,686,195   

Regal-Beloit

     333,900         24,147,648   

Thermon Group Holdings †

     794,300         19,214,117   
     

 

 

 
        260,679,334   
     

 

 

 

Consumer Cyclical – 3.81%

     

Barnes Group

     620,900         22,805,657   

Knoll

     674,800         12,504,044   

Meritage Homes †

     794,900         31,175,978   

Standard Motor Products

     442,540         16,882,901   

Tenneco †

     381,000         20,707,350   
     

 

 

 
        104,075,930   
     

 

 

 

Consumer Services – 8.67%

     

Asbury Automotive Group †

     183,800         13,915,498   

Brinker International

     301,400         16,977,862   

Cato Class A

     536,144         21,510,097   

Cheesecake Factory

     550,600         26,665,558   

Cinemark Holdings

     370,131         13,439,457   

Finish Line Class A

     697,900         19,918,066   

Genesco †

     199,981         16,272,454   

 

10


Table of Contents

    

 

    

 

 

 

      Number of shares      Value (U.S. $)  

Common Stock (continued)

                 

Consumer Services (continued)

     

Hanesbrands

     149,900       $ 17,346,428   

Madden (Steven) †

     545,550         18,603,255   

Meredith

     364,518         19,239,260   

Stage Stores

     554,300         11,357,607   

Texas Roadhouse

     732,500         24,216,450   

Wolverine World Wide

     581,000         17,726,310   
     

 

 

 
          237,188,302   
     

 

 

 

Consumer Staples – 1.99%

     

Core-Mark Holding

     84,300         5,067,273   

J&J Snack Foods

     141,700         14,885,585   

Pinnacle Foods

     486,600         16,558,998   

Scotts Miracle-Gro Class A

     294,900         17,997,747   
     

 

 

 
        54,509,603   
     

 

 

 

Energy – 5.35%

     

Helix Energy Solutions Group †

     1,800,400         41,175,148   

Jones Energy Class A †

     437,100         4,436,565   

Parsley Energy Class A †

     21,709         274,402   

Patterson-UTI Energy

     1,268,000         22,430,920   

Southwest Gas

     569,700         32,979,933   

Stone Energy †

     1,152,563         18,210,495   

Whiting Petroleum †

     641,500         26,795,455   
     

 

 

 
        146,302,918   
     

 

 

 

Financial Services – 23.29%

     

Bank of Hawaii

     636,100         36,658,443   

Boston Private Financial Holdings

     1,627,700         20,769,452   

Community Bank System

     894,400         33,083,856   

CVB Financial

     684,300         10,380,831   

East West Bancorp

     1,847,323         67,926,067   

First Financial Bancorp

     1,298,600         22,998,206   

First Midwest Bancorp

     1,159,400         19,396,762   

Hancock Holding

     1,181,200         38,637,052   

Independent Bank @

     742,100         29,409,423   

Infinity Property & Casualty @

     293,082         21,295,338   

Main Street Capital

     586,000         19,027,420   

NBT Bancorp @

     1,097,800         26,687,518   

Platinum Underwriters Holdings

     640,100         47,476,217   

ProAssurance

     579,000         26,107,110   

S&T Bancorp @

     607,356         16,690,143   

Selective Insurance Group @

     1,279,200         34,244,184   

StanCorp Financial Group

     224,300         14,826,230   

Stifel Financial †

     570,400         27,681,512   

Susquehanna Bancshares

     982,200         12,935,574   

 

   11


Table of Contents

Schedule of investments

 

Delaware Small Cap Value Fund

 

 

 

 

      Number of shares      Value (U.S. $)  

Common Stock (continued)

                 

Financial Services (continued)

     

Validus Holdings

     544,984       $ 22,616,836   

Valley National Bancorp

     2,680,700         26,110,018   

Webster Financial

     1,192,600         37,531,122   

WesBanco @

     742,300         24,651,783   
     

 

 

 
          637,141,097   
     

 

 

 

Healthcare – 6.84%

     

Cooper

     157,700         26,635,530   

Haemonetics †

     388,600         14,350,998   

Owens & Minor

     661,500         22,629,915   

Service Corp. International

     1,408,500         31,832,100   

STERIS

     575,580         36,693,225   

Teleflex

     191,900         22,864,885   

VCA Antech †

     680,200         32,193,866   
     

 

 

 
        187,200,519   
     

 

 

 

Real Estate – 6.76%

     

Alexander & Baldwin

     535,800         20,403,264   

Brandywine Realty Trust

     1,633,437         25,252,936   

Education Realty Trust

     1,174,000         13,665,360   

Healthcare Realty Trust

     751,700         19,852,397   

Highwoods Properties

     646,800         27,915,888   

Lexington Realty Trust

     2,305,800         25,363,800   

Ramco-Gershenson Properties Trust

     939,889         16,824,013   

Summit Hotel Properties

     1,262,700         14,647,320   

Washington Real Estate Investment Trust

     781,100         20,988,157   
     

 

 

 
        184,913,135   
     

 

 

 

Technology – 13.52%

     

Black Box

     223,813         5,187,985   

Brocade Communications Systems

     2,693,300         30,461,223   

Cirrus Logic †

     675,600         12,356,724   

CommScope Holding †

     1,047,100         23,245,620   

Electronics for Imaging †

     607,200         26,990,040   

Netscout Systems †

     609,500         23,252,425   

ON Semiconductor †

     3,277,500         29,595,825   

Premiere Global Services †

     962,850         10,158,067   

PTC †

     859,300         33,572,851   

RF Micro Devices †

     2,499,200         36,513,312   

Synopsys †

     1,116,200         48,431,918   

Tech Data †

     461,400         28,759,062   

Teradyne

     1,471,500         29,209,275   

Vishay Intertechnology

     2,319,300         32,168,691   
     

 

 

 
        369,903,018   
     

 

 

 

 

12


Table of Contents

    

 

    

 

 

 

      Number of shares      Value (U.S. $)  

Common Stock (continued)

                 

Transportation – 3.11%

     

Kirby †

     173,800       $ 16,709,132   

Matson

     507,700         17,876,117   

Saia †

     400,150         22,196,321   

Werner Enterprises

     914,200         28,358,484   
     

 

 

 
        85,140,054   
     

 

 

 

Utilities – 2.39%

     

Black Hills

     391,900         21,166,519   

El Paso Electric

     512,400         19,384,092   

NorthWestern

     464,100         24,704,043   
     

 

 

 
        65,254,654   
     

 

 

 

Total Common Stock (cost $2,048,804,311)

        2,625,204,032   
     

 

 

 
       Principal amount°   

Short-Term Investments – 3.76%

                 

Discount Notes – 1.92%

     

Federal Home Loan Bank

     

0.065% 1/14/15

     7,675,139         7,674,871   

0.065% 1/21/15

     5,668,581         5,668,349   

0.065% 2/25/15

     10,484,138         10,483,132   

0.065% 3/5/15

     14,145,990         14,143,953   

0.067% 1/16/15

     5,142,993         5,142,802   

0.08% 2/20/15

     9,308,257         9,307,419   
     

 

 

 
        52,420,526   
     

 

 

 

Repurchase Agreements – 1.11%

     

Bank of America Merrill Lynch

     

0.05%, dated 11/28/14, to be repurchased on 12/1/14, repurchase price $10,673,658 (collateralized by U.S. government obligations 0.00%–1.375% 4/15/16–2/15/43 market value $10,887,087)

     10,673,613         10,673,613   

Bank of Montreal

     

0.08%, dated 11/28/14, to be repurchased on 12/1/14, repurchase price $3,557,895 (collateralized by U.S. government obligations 0.25%–11.25% 11/30/14–2/15/22 market value $3,629,032)

     3,557,871         3,557,871   

BNP Paribas

     

0.09%, dated 11/28/14, to be repurchased on 12/1/14, repurchase price $16,041,636 (collateralized by U.S. government obligations 0.00%–3.625% 12/26/14–2/15/21 market value $16,362,348)

     16,041,516         16,041,516   
     

 

 

 
        30,273,000   
     

 

 

 

 

   13


Table of Contents

 

Schedule of investments

 

Delaware Small Cap Value Fund

 

 

 

 

   Principal amount°      Value (U.S. $)  

Short-Term Investments (continued)

                 

U.S. Treasury Obligation – 0.73%

     

U.S. Treasury Bill 0.005% 12/26/14

     20,064,230       $ 20,063,688   
     

 

 

 
        20,063,688   
     

 

 

 

Total Short-Term Investments (cost $102,754,981)

        102,757,214   
     

 

 

 

Total Value of Securities – 99.73%

     

(cost $2,151,559,292)

      $ 2,727,961,246   
     

 

 

 

 

@ Illiquid security. At Nov. 30, 2014, the aggregate value of illiquid securities was $152,978,389, which represents 5.59% of the Fund’s net assets. See Note 10 in “Notes to financial statements.”

 

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.

 

Non-income-producing security.

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

 

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Statement of assets and liabilities

 

Delaware Small Cap Value Fund

 

 

November 30, 2014

 

 

Assets:

  

Investments, at value1

   $ 2,625,204,032   

Short-term investments, at value2

     102,757,214   

Cash

     488,101   

Receivable for fund shares sold

     8,200,502   

Dividends and interest receivable

     3,570,764   

Receivable for securities sold

     838,129   
  

 

 

 

Total assets

     2,741,058,742   
  

 

 

 

Liabilities:

  

Payable for fund shares redeemed

     1,907,723   

Other accrued expenses

     1,650,558   

Investment management fees payable

     1,512,027   

Distribution fees payable to affiliates

     283,044   

Other affiliates payable

     249,031   

Trustees’ fees and expenses payable

     15,546   
  

 

 

 

Total liabilities

     5,617,929   
  

 

 

 

Total Net Assets

   $ 2,735,440,813   
  

 

 

 

Net Assets Consist of:

  

Paid-in capital

   $ 2,023,045,323   

Undistributed net investment income

     7,924,429   

Accumulated net realized gain on investments

     128,069,107   

Net unrealized appreciation of investments

     576,401,954   
  

 

 

 

Total Net Assets

   $ 2,735,440,813   
  

 

 

 

 

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Table of Contents

    

 

    

 

 

 

Net Asset Value

  

Class A:

  

Net assets

   $ 775,076,101   

Shares of beneficial interest outstanding, unlimited authorization, no par

     14,124,994   

Net asset value per share

   $ 54.87   

Sales charge

     5.75

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

   $ 58.22   

Class C:

  

Net assets

   $ 109,367,824   

Shares of beneficial interest outstanding, unlimited authorization, no par

     2,337,249   

Net asset value per share

   $ 46.79   

Class R:

  

Net assets

   $ 82,577,089   

Shares of beneficial interest outstanding, unlimited authorization, no par

     1,546,718   

Net asset value per share

   $ 53.39   

Institutional Class:

  

Net assets

   $ 1,768,419,799   

Shares of beneficial interest outstanding, unlimited authorization, no par

     30,742,412   

Net asset value per share

   $ 57.52   
        

 

1 Investments, at cost

   $ 2,048,804,311   

2 Short-term investments, at cost

     102,754,981   

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

 

   17


Table of Contents

Statement of operations

 

Delaware Small Cap Value Fund

 

 

Year ended November 30, 2014

 

 

Investment Income:

  

Dividends

   $ 37,563,003   

Interest

     32,271   

Foreign tax withheld

     (2,186
  

 

 

 
     37,593,088   
  

 

 

 

Expenses:

  

Management fees

     17,071,705   

Distribution expenses – Class A

     2,129,593   

Distribution expenses – Class B

     13,160   

Distribution expenses – Class C

     1,044,581   

Distribution expenses – Class R

     401,810   

Dividend disbursing and transfer agent fees and expenses

     5,481,971   

Accounting and administration expenses

     848,359   

Reports and statements to shareholders

     390,163   

Legal fees

     182,877   

Registration fees

     158,378   

Trustees’ fees and expenses

     115,788   

Custodian fees

     101,880   

Audit and tax

     31,006   

Other

     75,765   
  

 

 

 
     28,047,036   

Less waived distribution expenses – Class B

     (9,883

Less expense paid indirectly

     (770
  

 

 

 

Total operating expenses

     28,036,383   
  

 

 

 

Net Investment Income

     9,556,705   
  

 

 

 

Net Realized and Unrealized Gain:

  

Net realized gain on investments

     129,268,108   

Net change in unrealized appreciation (depreciation) of investments

     32,303,289   
  

 

 

 

Net Realized and Unrealized Gain

     161,571,397   
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $ 171,128,102   
  

 

 

 

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

 

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Statements of changes in net assets

 

Delaware Small Cap Value Fund

 

 

     Year ended  
     11/30/14     11/30/13  

Increase in Net Assets from Operations:

    

Net investment income

   $ 9,556,705      $ 5,195,670   

Net realized gain

     129,268,108        46,586,853   

Net change in unrealized appreciation (depreciation)

     32,303,289        392,175,103   
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     171,128,102        443,957,626   
  

 

 

   

 

 

 

Dividends and Distributions to Shareholders from:

    

Net investment income:

    

Class A

     (933,389     (1,279,159

Institutional Class

     (3,846,782     (1,785,939

Net realized gain:

    

Class A

     (18,684,386     (3,531,372

Class B

     (57,082     (42,667

Class C

     (2,419,192     (493,148

Class R

     (1,637,404     (302,813

Institutional Class

     (24,481,657     (2,388,692
  

 

 

   

 

 

 
     (52,059,892     (9,823,790
  

 

 

   

 

 

 

Capital Share Transactions:

    

Proceeds from shares sold:

    

Class A

     244,270,963        360,137,117   

Class B

     19,761        38,348   

Class C

     22,133,681        25,678,037   

Class R

     25,151,148        35,157,866   

Institutional Class

     806,723,199        845,588,890   

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

    

Class A

     19,373,779        4,730,881   

Class B

     56,684        41,272   

Class C

     2,330,338        468,386   

Class R

     1,637,197        302,736   

Institutional Class

     27,825,139        3,993,286   
  

 

 

   

 

 

 
     1,149,521,889        1,276,136,819   
  

 

 

   

 

 

 

 

20


Table of Contents

    

 

    

 

 

 

     Year ended  
     11/30/14     11/30/13  

Capital Share Transactions (continued):

    

Cost of shares redeemed:

    

Class A

   $ (412,973,803   $ (199,410,980

Class B

     (3,608,169     (4,431,904

Class C

     (18,107,340     (15,414,318

Class R

     (24,371,953     (20,699,591

Institutional Class

     (351,687,599     (180,684,573
  

 

 

   

 

 

 
     (810,748,864     (420,641,366
  

 

 

   

 

 

 

Increase in net assets derived from capital share transactions

     338,773,025        855,495,453   
  

 

 

   

 

 

 

Net Increase in Net Assets

     457,841,235        1,289,629,289   

Net Assets:

    

Beginning of year

     2,277,599,578        987,970,289   
  

 

 

   

 

 

 

End of year

   $ 2,735,440,813      $ 2,277,599,578   
  

 

 

   

 

 

 

Undistributed net investment income

   $ 7,924,429      $ 3,147,895   
  

 

 

   

 

 

 

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

 

   21


Table of Contents

Financial highlights

 

Delaware Small Cap 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 income (loss)1

Net realized and unrealized gain

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 return2

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 (loss) to average net assets

Ratio of net investment income (loss) to average net assets prior to fees waived

Portfolio turnover

 

 

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

 

2  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.

 

22


Table of Contents

    

 

    

 

 

 

    Year ended  
    11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
  $ 52.370      $ 39.750      $ 37.860      $ 36.190      $ 27.530   
              
    0.148        0.119        0.074        (0.008     (0.003
    3.508        12.847        3.622        1.818        8.680   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    3.656        12.966        3.696        1.810        8.677   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
              
    (0.055     (0.092                   (0.017
    (1.101     (0.254     (1.806     (0.140       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (1.156     (0.346     (1.806     (0.140     (0.017
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 54.870      $ 52.370      $ 39.750      $ 37.860      $ 36.190   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    7.12%        32.87%        10.21%        4.99%        31.53%   
              
  $ 775,076      $ 884,026      $ 522,403      $ 375,299      $ 301,747   
    1.22%        1.25%        1.32%        1.37%        1.43%   
    1.22%        1.29%        1.37%        1.42%        1.49%   
    0.27%        0.26%        0.19%        (0.02%     (0.01%
    0.27%        0.22%        0.14%        (0.07%     (0.07%
    17%        28%        11%        29%        12%   

 

 

 

   23


Table of Contents

Financial highlights

 

Delaware Small Cap 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 loss1

Net realized and unrealized gain

Total from investment operations

Less dividends and distributions from:

Net realized gain

Total dividends and distributions

Net asset value, end of period

Total return2

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 loss to average net assets

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

Portfolio turnover

 

 

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

 

2  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.

 

24


Table of Contents

    

 

    

 

 

 

    Year ended  
    11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
  $ 45.110      $ 34.450      $ 33.280      $ 32.070      $ 24.560   
    (0.219     (0.196     (0.188     (0.260     (0.215
    3.000        11.110        3.164        1.610        7.725   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    2.781        10.914        2.976        1.350        7.510   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (1.101     (0.254     (1.806     (0.140       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (1.101     (0.254     (1.806     (0.140       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         
  $ 46.790      $ 45.110      $ 34.450      $ 33.280      $ 32.070   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         
    6.30%        31.93%        9.37%        4.20%        30.58%   
         
  $ 109,368      $ 99,099      $ 66,231      $ 52,648      $ 49,706   
    1.97%        2.00%        2.07%        2.12%        2.18%   
    1.97%        2.00%        2.07%        2.12%        2.19%   
    (0.48%     (0.49%     (0.56%     (0.77%     (0.76%
    (0.48%     (0.49%     (0.56%     (0.77%     (0.77%
    17%        28%        11%        29%        12%   

 

 

 

   25


Table of Contents

Financial highlights

 

Delaware Small Cap 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 income (loss)1

Net realized and unrealized gain

Total from investment operations

Less dividends and distributions from:

Net realized gain

Total dividends and distributions

Net asset value, end of period

Total return2

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 (loss) to average net assets

Ratio of net investment income (loss) to average net assets prior to fees waived

Portfolio turnover

 

 

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

 

2  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.

 

26


Table of Contents

    

 

    

 

 

 

    Year ended  
    11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
  $ 51.060      $ 38.770      $ 37.050      $ 35.510      $ 27.070   
    0.012        0.004        (0.022     (0.102     (0.081
    3.419        12.540        3.548        1.782        8.521   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    3.431        12.544        3.526        1.680        8.440   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (1.101     (0.254     (1.806     (0.140       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (1.101     (0.254     (1.806     (0.140       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         
  $ 53.390      $ 51.060      $ 38.770      $ 37.050      $ 35.510   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         
    6.85%        32.55%        9.96%        4.72%        31.18%   
         
  $ 82,577      $ 76,501      $ 44,379      $ 28,303      $ 20,757   
    1.47%        1.50%        1.57%        1.62%        1.68%   
    1.47%        1.58%        1.67%        1.72%        1.79%   
    0.02%        0.01%        (0.06%     (0.27%     (0.26%
    0.02%        (0.07%     (0.16%     (0.37%     (0.37%
    17%        28%        11%        29%        12%   

 

 

 

   27


Table of Contents

Financial highlights

 

Delaware Small Cap 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 income1

Net realized and unrealized gain

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 return2

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

 

2  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.

 

28


Table of Contents

    

 

    

 

 

 

    Year ended  
    11/30/14     11/30/13     11/30/12     11/30/11     11/30/10  

 

 
  $ 54.830      $ 41.590      $ 39.430      $ 37.590      $ 28.580   
    0.292        0.250        0.180        0.090        0.081   
    3.672        13.434        3.786        1.890        9.005   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    3.964        13.684        3.966        1.980        9.086   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (0.173     (0.190                   (0.076
    (1.101     (0.254     (1.806     (0.140       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    (1.274     (0.444     (1.806     (0.140     (0.076
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         
  $ 57.520      $ 54.830      $ 41.590      $ 39.430      $ 37.590   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
         
    7.38%        33.22%        10.49%        5.26%        31.85%   
         
  $ 1,768,420      $ 1,214,512      $ 348,533      $ 91,442      $ 48,996   
    0.97%        1.00%        1.07%        1.12%        1.18%   
    0.97%        1.00%        1.07%        1.12%        1.19%   
    0.52%        0.51%        0.44%        0.23%        0.24%   
    0.52%        0.51%        0.44%        0.23%        0.23%   
    17%        28%        11%        29%        12%   

 

 

 

   29


Table of Contents

Notes to financial statements

 

Delaware Small Cap Value Fund

   November 30, 2014

Delaware Group® Equity Funds V (Trust) is organized as a Delaware statutory trust and offers three series: Delaware Dividend Income Fund, Delaware Small Cap Core Fund, and Delaware Small Cap Value Fund. These financial statements and the related notes pertain to Delaware Small Cap 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. Effective Sept. 25, 2014, all remaining shares of Class B were converted to Class A shares. Between June 1, 2007 and Sept. 25, 2014, Class B shares could be purchased only through dividend reinvestment and certain permitted exchanges. Prior to June 1, 2007, Class B shares were sold with a CDSC that declined from 4.00% to zero depending upon the period of time the shares were held. Class B shares automatically converted to Class A shares on a quarterly basis approximately eight years after purchase. 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 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 and exchange-traded funds (ETFs), 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 and ETFs 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 or ETF does not trade, then the mean between the bid and ask prices will be used, which approximates fair value. 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). 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.

Federal and Foreign 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

 

30


Table of Contents
 

 

the Fund’s financial statements. In regard to foreign taxes only, the Fund has open tax years in certain foreign countries in which it invests that may date back to the inception of the Fund.

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 Nov. 28, 2014.

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 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. Distributions received from investments in Real Estate Investment Trusts (REITs) are recorded as dividend income on the ex-dividend date, subject to reclassification upon notice of the character of such distributions by the issuer. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Fund is aware of such dividends, net of all tax withholdings, a portion of which may be reclaimable. Withholding taxes and reclaims on foreign dividends have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. 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. Such commission rebates are included on the “Statement of operations” under “Net realized gain on investments” and totaled $76 for the year ended Nov. 30, 2014. 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.

 

31


Table of Contents

Notes to financial statements

 

Delaware Small Cap Value Fund

 

 

 

1. Significant Accounting Policies (continued)

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 earnings credits for the year ended Nov. 30, 2014.

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 year ended Nov. 30, 2014, the Fund earned $770 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 0.75% on the first $500 million of average daily net assets of the Fund, 0.70% on the next $500 million, 0.65% on the next $1.5 billion, and 0.60% on the average daily net assets in excess $2.5 billion.

Effective Nov. 1, 2014, Delaware Investments Fund Services Company (DIFSC), an affiliate of DMC, provides fund accounting and financial administration oversight services to the Fund. Prior to this time, Delaware Service Company, Inc. (DSC), an affiliate of DMC, provided fund accounting and financial administration oversight services to the Fund. For these services, the Fund pays DIFSC 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 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 year ended Nov. 30, 2014, the Fund was charged $120,617 for these services. This amount is included on the “Statement of operations” under “Accounting and administrative expenses.”

Effective Nov. 1, 2014, DIFSC is the transfer agent and dividend disbursing agent of the Fund. Prior to this time, DSC was the transfer agent and dividend disbursing agent of the Fund. For these services, the Fund pays DIFSC fees 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. This amount is included on the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses.” For the year ended Nov. 30, 2014, the Fund was charged $543,436 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 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 the Class R

 

32


Table of Contents
 

 

shares. Institutional Class shares pay no distribution and service expenses. The Fund’s Class B shares paid DDLP 1.00% of the average daily net assets for the period Nov. 1, 2013 through Sept. 25, 2014. DDLP contracted to limit the Fund’s Class B 12b-1 fees from Nov. 1, 2013 through Sept. 25, 2014* to 0.25% of average daily net assets.

As provided in the investment management agreement, the Fund bears a portion of the cost of 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 year ended Nov. 30, 2014, the Fund was charged $69,700 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 year ended Nov. 30, 2014, DDLP earned $63,616 for commissions on sales of the Fund’s Class A shares. For the year ended, Nov. 30, 2014, DDLP received gross CDSC commissions of $38 and $1,294, on redemption 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, DSC, and DDLP are officers and/or Trustees of the Trust. These officers and Trustees are paid no compensation by the Fund.

 

* The contractual waiver period was Nov. 1, 2013 through Sept. 25, 2014.

3. Investments

For the year ended Nov. 30, 2014, the Fund made purchases and sales of investment securities other than short-term investments as follows:

 

Purchases

   $ 662,492,687   

Sales

     417,728,948   

At Nov. 30, 2014, the cost of investments and unrealized appreciation (depreciation) for federal income tax purposes were as follows:

 

Cost of investments

   $ 2,152,002,705   
  

 

 

 

Aggregate unrealized appreciation

   $ 622,616,886   

Aggregate unrealized depreciation

     (46,658,345
  

 

 

 

Net unrealized appreciation

   $ 575,958,541   
  

 

 

 

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 based on the best information available under the

 

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Notes to financial statements

 

Delaware Small Cap Value Fund

 

 

 

3. Investments (continued)

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 Nov. 30, 2014:

 

     Level 1      Level 2      Total  

Common Stock

   $ 2,625,204,032       $       $ 2,625,204,032   

Short-Term Investments

             102,757,214         102,757,214   
  

 

 

    

 

 

    

 

 

 

Total

   $ 2,625,204,032       $ 102,757,214       $ 2,727,961,246   
  

 

 

    

 

 

    

 

 

 

During the year ended Nov. 30, 2014, 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.

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 Nov. 30, 2014, there were no Level 3 investments.

 

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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 years ended Nov. 30, 2014 and 2013 were as follows:

 

     Year Ended  
     11/30/14      11/30/13  

Ordinary income

   $ 15,687,573       $ 3,065,098   

Long-term capital gain

     36,372,319         6,758,692   
  

 

 

    

 

 

 

Total

   $ 52,059,892       $ 9,823,790   
  

 

 

    

 

 

 

5. Components of Net Assets on a Tax Basis

As of Nov. 30, 2014, the components of net assets on a tax basis were as follows:

 

Shares of beneficial interest

   $ 2,023,045,323   

Undistributed ordinary income

     27,506,367   

Undistributed long-term capital gains

     108,930,582   

Unrealized appreciation

     575,958,541   
  

 

 

 

Net assets

   $ 2,735,440,813   
  

 

 

 

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

 

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Notes to financial statements

 

Delaware Small Cap Value Fund

 

 

 

6. Capital Shares

Transactions in capital shares were as follows:

 

     Year Ended  
     11/30/14     11/30/13  

Shares sold:

    

Class A

     4,575,040        7,956,581   

Class B

     442        961   

Class C

     484,338        649,744   

Class R

     482,799        803,908   

Institutional Class

     14,369,342        17,365,329   

Shares issued upon reinvestment of dividends and distributions:

    

Class A

     375,243        116,899   

Class B

     1,276        1,176   

Class C

     52,556        13,344   

Class R

     32,516        7,655   

Institutional Class

     515,280        94,471   
  

 

 

   

 

 

 
     20,888,832        27,010,068   
  

 

 

   

 

 

 

Shares redeemed:

    

Class A

     (7,704,858     (4,336,760

Class B

     (78,398     (111,867

Class C

     (396,701     (388,826

Class R

     (466,913     (458,041

Institutional Class

     (6,292,453     (3,689,734
  

 

 

   

 

 

 
     (14,939,323     (8,985,228
  

 

 

   

 

 

 

Net increase

     5,949,509        18,024,840   
  

 

 

   

 

 

 

For the years ended Nov. 30, 2014 and 2013, 25,653 Class B shares were converted to 22,073 Class A shares valued at $1,188,044 and 26,366 Class B shares were converted to 22,814 Class A shares valued at $1,034,574, respectively. The respective amounts are included in Class B redemptions and Class A subscriptions in the table above and the “Statements of changes in net assets.”

Certain shareholders may exchange shares of one class for shares of another class. For the year ended Nov. 30, 2014, exchange transactions were as follows:

 

Exchange Redemptions    Exchange Subscriptions

Class A

Shares

  

Class C

Shares

  

Institutional

Class

Shares

  

Class A

Shares

  

Institutional

Class

Shares

  

        Value        

33,683    2,494       93    34,114    $1,978,114

 

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These exchange transactions are included as subscriptions and redemptions in the tables on the previous page and the “Statements of changes in net assets.”

7. Line of Credit

The Fund, along with certain other funds in the Delaware Investments® Family of Funds (Participants), was a participant in a $225,000,000 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 were charged an annual commitment fee of 0.08%, which was allocated across the Participants on the basis of each Participant’s allocation of the entire facility. The Participants were permitted to borrow up to a maximum of one third of their net assets under the agreement. Each Participant was individually, and not jointly, liable for its particular advances, if any, under the line of credit. The line of credit available under the agreement expired on Nov. 10, 2014.

On Nov. 10, 2014, the Fund, along with the other Participants, entered into an amendment to the agreement for a $275,000,000 revolving line of credit. The line of credit is to be used as described above and operates in substantially the same manner as the original agreement. The line of credit available under the agreement expires on Nov. 9, 2015.

The Fund had no amounts outstanding as of Nov. 30, 2014 or at any time during the period then ended.

8. Offsetting

In December 2011, the Financial Accounting Standards Board (FASB) issued guidance that expands current disclosure requirements on the offsetting of certain assets and liabilities. The new disclosures are required for investments and derivative financial instruments subject to master netting or similar agreements which are eligible for offset in 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 clarifies 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. The Fund adopted the disclosure provisions on offsetting during the current reporting period.

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 similar agreement with its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a 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

 

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Notes to financial statements

 

Delaware Small Cap Value Fund

 

 

 

8. Offsetting (continued)

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 in the “Statement of assets and liabilities.”

At Nov. 30, 2014, 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

     $ 10,673,613        $ (10,673,613 )     $        $  

Bank of Montreal

       3,557,871          (3,557,871 )                 

BNP Paribas

       16,041,516          (16,041,516 )                 
    

 

 

      

 

 

     

 

 

      

 

 

 

Total

     $ 30,273,000        $ (30,273,000 )     $        $  
    

 

 

      

 

 

     

 

 

      

 

 

 

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

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: (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 the 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 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

 

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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 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 a 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 year ended Nov. 30, 2014, the Fund had no securities out on loan.

10. Credit and Market Risk

The Fund invests a significant portion of its assets in small companies and may be subject to certain risks associated with ownership of securities of such companies. Investments in small-sized companies may be more volatile than investments in larger companies for a number of reasons, which include limited financial resources or a dependence on narrow product lines.

The Fund invests in REITs and is subject to the risks associated with that industry. If the Fund holds real estate directly as a result of defaults or receives rental income directly from real estate holdings, its tax status as a regulated investment company may be jeopardized. There were no direct real estate holdings during the year ended Nov. 30, 2014. The Fund’s REIT holdings are also affected by interest rate changes, particularly if the REITs it holds use floating rate debt to finance their ongoing operations.

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

 

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Notes to financial statements

 

Delaware Small Cap Value Fund

 

 

10. Credit and Market Risk (continued)

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 Nov. 30, 2014, there were no Rule 144A securities held by the Fund. Illiquid securities have been identified on the “Schedule of investments.”

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. Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board 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 December 15, 2014 and interim periods within those fiscal years. Management is evaluating the impact, if any, of this guidance on the Fund’s financial statement disclosures.

13. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to Nov. 30, 2014 that would require recognition or disclosure in the Fund’s financial statements.

 

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Report of independent

registered public accounting firm

To the Board of Trustees of Delaware Group® Equity Funds V

and Shareholders of Delaware Small Cap Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Delaware Small Cap Value Fund (one of the series constituting Delaware Group Equity Funds V, hereafter referred to as the “Fund”) at November 30, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

January 22, 2015

 

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Other Fund information (Unaudited)

 

Delaware Small Cap Value Fund

 

 

 

Tax Information

The information set forth below is for the Fund’s fiscal year as required by federal income tax laws. Shareholders, however, must report distributions on a calendar year basis for income tax purposes, which may include distributions for portions of two fiscal years of the Fund. Accordingly, the information needed by shareholders for income tax purposes will be sent to them in January of each year. Please consult your tax advisor for proper treatment of this information.

All disclosures are based on financial information available as of the date of this annual report and, accordingly are subject to change. For any and all items requiring reporting, it is the intention of the Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

For the fiscal year ended Nov. 30, 2014, the Fund reports distributions paid during the year as follows:

 

(A) Long-Term Capital Gain Distributions (Tax Basis)

     69.87

(B) Ordinary Income Distributions (Tax Basis)*

     30.13

Total Distributions (Tax Basis)

     100.00

(C) Qualifying Dividends(1)

     99.96

(A) and (B) is based on a percentage of the Fund’s total distributions.

(C) is based on a percentage of the Fund’s ordinary income distributions.

(1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction.

 

* For the fiscal year ended Nov. 30, 2014, certain dividends paid by the Fund may be subject to a maximum tax rate of 20%. The percentage of dividends paid by the Fund from ordinary income reported as qualified dividend income is 100.00%. Complete information will be computed and reported in conjunction with your 2014 Form 1099-DIV.

For the fiscal year ended Nov. 30, 2014, certain interest income paid by the Fund, determined to be Qualified Interest Income and Short-Term Capital Gains, may be subject to relief from U.S. withholding for foreign shareholders, as provided by the American Jobs Creation Act of 2004 and as extended by Tax Relief Unemployment Insurance Reauthorization, and Job Creations Act of 2010, and by the American Taxpayer Relief Act of 2012. For the fiscal year ended Nov. 30, 2014, the Fund has reported maximum distributions of Qualified Interest Income and Short-Term Capital Gains of $16,442 and $19,595,006, respectively.

Board consideration of Delaware Small Cap Value Fund investment management agreement

At a meeting held on Aug. 19–21, 2014 (the “Annual Meeting”), the Board of Trustees (the “Board”), including a majority of disinterested or independent Trustees, approved the renewal of the Investment Management Agreement for Delaware Small Cap Value Fund (the “Fund”). In making its decision, the Board considered information furnished at regular quarterly Board meetings, including reports detailing Fund performance, investment strategies and expenses, as well as information prepared specifically in connection with the renewal of the investment advisory and sub-advisory contracts. Information furnished specifically in connection with the renewal of the Investment Management Agreement with Delaware Management Company (“DMC”) included materials provided by DMC and its affiliates (“Delaware Investments”) concerning, among other things, the nature, extent and quality of services provided to the Fund, the costs of such services to the Fund, economies of scale and the financial condition and profitability of Delaware Investments. In addition, in connection with the Annual Meeting,

 

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reports were provided to the Trustees in May 2014 and included reports provided by Lipper, Inc., an independent statistical compilation organization (“Lipper”). The Lipper reports compared the Fund’s investment performance and expenses with those of other comparable mutual funds. The Independent Trustees reviewed and discussed the Lipper reports with independent legal counsel to the Independent Trustees. The Board requested and received information regarding DMC’s policy with respect to advisory fee levels and its breakpoint philosophy; the structure of portfolio manager compensation; the investment manager’s profitability; comparative client fee information; and any constraints or limitations on the availability of securities for certain investment styles, which had in the past year inhibited, or which were likely in the future to inhibit, DMC’s ability to invest fully in accordance with Fund policies.

In considering information relating to the approval of the Fund’s advisory agreement, the Independent Trustees received assistance and advice from and met separately with independent legal counsel to the Independent Trustees. Although the Board gave attention to all information furnished, the following discussion identifies, under separate headings, the primary factors taken into account by the Board during its contract renewal considerations.

Nature, Extent and Quality of Service. The Board considered the services provided by Delaware Investments to the Fund and its shareholders. In reviewing the nature, extent and quality of services, the Board considered reports furnished to it throughout the year, which covered matters such as the relative performance of the Fund, compliance of portfolio managers with the investment policies, strategies and restrictions for the Fund, compliance by DMC and Delaware Distributors, L.P. (together, “Management”) personnel with the Code of Ethics adopted throughout the Delaware Investments® Family of Funds complex and adherence to fair value pricing procedures as established by the Board. The Board was pleased with the current staffing of the Fund’s investment manager and the emphasis placed on research in the investment process. The Board recognized DMC’s receipt of several industry distinctions. The Board gave favorable consideration to DMC’s efforts to control expenditures while maintaining service levels committed to Fund matters. The Board noted that, in the third and fourth quarters of 2013, Management reduced the maximum 12b-1 fee for certain funds; and in November 2013 Management negotiated a substantial reduction in fees for fund accounting services provided to the Funds. The Board noted the benefits provided to Fund shareholders through each shareholder’s ability to exchange an investment in one Delaware Investments fund for the same class of shares in another Delaware Investments fund without a sales charge, to reinvest Fund dividends into additional shares of the Fund or into additional shares of other Delaware Investments funds and the privilege to combine holdings in other Delaware Investments funds to obtain a reduced sales charge. The Board was satisfied with the nature, extent and quality of the overall services provided by Delaware Investments.

Investment Performance. The Board placed significant emphasis on the investment performance of the Fund in view of the importance of investment performance to shareholders. Although the Board gave appropriate consideration to performance reports and discussions with portfolio managers at Investment Committee meetings throughout the year, the Board gave particular weight to the Lipper reports furnished for the Annual Meeting. The Lipper reports prepared for the Fund showed the investment performance of its Class A shares in comparison to a group of similar funds as selected by Lipper (the “Performance Universe”). A fund with the best performance ranked first, and a fund with the poorest

 

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Other Fund information (Unaudited)

 

Delaware Small Cap Value Fund

 

 

 

Board consideration of Delaware Small Cap Value Fund investment management agreement (continued)

performance ranked last. The highest/best performing 25% of funds in the Performance Universe make up the first quartile; the next 25%, the second quartile; the next 25%, the third quartile; and the poorest/ worst performing 25% of funds in the Performance Universe make up the fourth quartile. Comparative annualized performance for the Fund was shown for the past 1-, 3-, 5- and 10-year periods, to the extent applicable, ended March 31, 2014. The Board’s objective is that the Fund’s performance for the periods considered be at or above the median of its Performance Universe. The following paragraph summarizes the performance results for the Fund and the Board’s view of such performance.

Lipper currently classifies the Fund as a small-cap core fund. However, Management believes that it would be more appropriate to include the Fund in the small-cap value funds category. Accordingly, the Lipper report prepared for the Fund compares the Fund’s performance to two separate Performance Universes — one consisting of the Fund and all retail and institutional small-cap core funds and the other consisting of the Fund and all retail and institutional small-cap value funds. When compared to other small-cap core funds, the Lipper report comparison showed that the Fund’s total return for the 1- and 3-year periods was in the third quartile of its Performance Universe and the Fund’s total return for the 5- and 10-year periods was in the second quartile of its Performance Universe. When compared to other small-cap value funds, the Lipper report comparison showed that the Fund’s total return for the 1-year period was in the fourth quartile of the Performance Universe. The report further showed that the Fund’s total return for the 3- and 5-year periods was in the third quartile of its Performance Universe and the Fund’s total return for the 10-year period was in the second quartile of its Performance Universe. The Fund’s performance results were mixed but tended toward median, which was acceptable.

Comparative Expenses. The Board considered expense comparison data for the Delaware Investments® Family of Funds. Management provided the Board with information on pricing levels and fee structures for the Fund as of its most recently completed fiscal year. The Board also focused on the comparative analysis of effective management fees and total expense ratios of the Fund versus effective management fees and expense ratios of a group of similar funds as selected by Lipper (the “Expense Group”). In reviewing comparative costs, the Fund’s contractual management fee and the actual management fee incurred by the Fund were compared with the contractual management fees (assuming all funds in the Expense Group were similar in size to the Fund) and actual management fees (as reported by each fund) within the Expense Group, taking into account any applicable breakpoints and fee waivers. The Fund’s total expenses were also compared with those of its Expense Group. The Lipper total expenses, for comparative consistency, were shown by Lipper for Class A shares and comparative total expenses including 12b-1 and non 12b-1 service fees. The Board considered fees paid to Delaware Investments for non-management services. The Board’s objective is to limit the Fund’s total expense ratio to be competitive with that of the Expense Group. The following paragraph summarizes the expense results for the Fund and the Board’s view of such expenses.

When compared to other small-cap core funds, the expense comparisons for the Fund showed that its actual management fee and total expenses were in the quartile with the second lowest expenses of the Expense Group. When compared to other small-cap value funds, the expense comparisons for the Fund

 

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showed that its actual management fee was in the quartile with the second lowest expenses of its Expense Group and its total expenses were in the quartile with the second highest expenses of the Expense. The Board noted that, when compared to other small-cap value funds, the Fund’s total expenses were not in line with the Board’s objective. In evaluating the total expenses, the Board considered various initiatives implemented by Management, such as the outsourcing of certain transfer agency services and a negotiation of lower fees for fund accounting services, which had created an opportunity for a further reduction in expenses. The Board was satisfied with Management’s efforts to improve the Fund’s total expense ratio and to bring it in line with the Board’s objective.

Management Profitability. The Board considered the level of profits realized by Delaware Investments in connection with the operation of the Fund. In this respect, the Board reviewed the Investment Management Profitability Analysis that addressed the overall profitability of Delaware Investments’ business in providing management and other services to each of the individual funds and the Delaware Investments® Family of Funds as a whole. Specific attention was given to the methodology followed in allocating costs for the purpose of determining profitability. Management stated that the level of profits of Delaware Investments, to a certain extent, reflects recent operational cost savings and efficiencies initiated by Delaware Investments. The Board considered Delaware Investments’ efforts to improve services provided to fund shareholders and to meet additional regulatory and compliance requirements resulting from recent industry-wide Securities and Exchange Commission initiatives. The Board also considered the extent to which Delaware Investments might derive ancillary benefits from fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as service provider to the Delaware Investments Family of Funds and the benefits from allocation of fund brokerage to improve trading efficiencies. The Board found that the management fees were reasonable in light of the services rendered and the level of profitability of Delaware Investments.

Economies of Scale. The Trustees considered whether economies of scale are realized by Delaware Investments as the Fund’s assets increase and the extent to which any economies of scale are reflected in the level of management fees charged. The Trustees reviewed the standardized advisory fee pricing and structure, approved by the Board and shareholders, which includes breakpoints. Breakpoints in the advisory fee occur when the advisory fee rate is reduced on assets in excess of specified levels. Breakpoints result in a lower advisory fee than would otherwise be the case on all assets when the asset levels specified are exceeded. The Board noted that the fee under the Fund’s management contract fell within the standard structure. Although the Fund has not reached a size at which it can take advantage of breakpoints, the Board recognized that the fee was structured so that when the Fund grows, economies of scale may be shared.

 

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Table of Contents

Board of trustees / directors and officers addendum

 

Delaware Investments® Family of Funds

 

 

A mutual fund is governed by a Board of Trustees/Directors (“Trustees”), which has oversight responsibility for the management of a fund’s business affairs. Trustees establish procedures and oversee and review the performance of the investment manager, the distributor, and others who perform services for the fund. The independent fund trustees, in particular, are advocates

 

Name, Address,

and Birth Date

 

Position(s)

Held with Fund(s)

 

Length of

Time Served

        Interested Trustee    
Patrick P. Coyne1   Chairman, President,   Chairman and Trustee
2005 Market Street   Chief Executive Officer,   since August 16, 2006
Philadelphia, PA 19103   and Trustee  
April 1963     President and
    Chief Executive Officer
    since August 1, 2006
   
   
        Independent Trustees    
Thomas L. Bennett   Trustee   Since March 2005
2005 Market Street    
Philadelphia, PA 19103    
October 1947        
Joseph W. Chow   Trustee   Since January 2013
2005 Market Street    
Philadelphia, PA 19103    
January 1953    
   
         
John A. Fry   Trustee   Since January 2001
2005 Market Street    
Philadelphia, PA 19103    
May 1960    
   
   
   
         

 

1  Patrick P. Coyne is considered to be an “Interested Trustee“ because he is an executive officer of the Fund’s(s’) investment advisor.

 

46   


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for shareholder interests. Each trustee has served in that capacity since he or she was elected to or appointed to the Board of Trustees, and will continue to serve until his or her retirement or the election of a new trustee in his or her place. The following is a list of the Trustees and Officers with certain background and related information.

 

Principal Occupation(s)

During the Past Five Years

 

Number of Portfolios in

Fund Complex Overseen

by Trustee or Officer

 

Other Directorships

Held by Trustee or Officer

   
Patrick P. Coyne has served in   65   Board of Governors Member
various executive capacities     Investment Company
at different times at     Institute (ICI)
Delaware Investments.2    
    Director and Audit
    Committee Member
    Kaydon Corp.
    (2007–2013)
   
Private Investor   65   Director
(March 2004–Present)     Bryn Mawr Bank Corp. (BMTC)
    (2007–2011)
         
Executive Vice President   65   Director and Audit Committee
(Emerging Economies     Member — Hercules
Strategies, Risk and     Technology Growth
Corporate Administration)     Capital, Inc.
State Street Corporation     (2004-2014)
(July 2004–March 2011)        
President   65   Director — Hershey Trust
Drexel University     Company
(August 2010–Present)    
    Director, Audit Committee,
President     and Governance Committee
Franklin & Marshall College     Member Community
(July 2002–July 2010)       Health Systems

 

2  Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Fund’s(s’) investment advisor, principal underwriter, and its transfer agent.

 

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Table of Contents

Board of trustees / directors and officers addendum

 

Delaware Investments® Family of Funds

 

 

 

Name, Address,

and Birth Date

 

Position(s)

Held with Fund(s)

 

Length of

Time Served

 

        Independent Trustees (continued)

 

 
Lucinda S. Landreth   Trustee   Since March 2005
2005 Market Street    
Philadelphia, PA 19103    
June 1947        
Frances A. Sevilla-Sacasa   Trustee   Since September 2011
2005 Market Street    
Philadelphia, PA 19103    
January 1956    
   
   
   
   
   
   
         
Thomas K. Whitford   Trustee   Since January 2013
2005 Market Street    
Philadelphia, PA 19103    
March 1956    
   
   
   
   
         

 

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Principal Occupation(s)

During the Past Five Years

 

Number of Portfolios in

Fund Complex Overseen

by Trustee or Officer

 

Other Directorships

Held by Trustee or Officer

 

    

 

   
Private Investor   65   None
(2004-Present)    
   
         

 

Chief Executive Officer —

  65   Trust Manager and
Banco Itaú     Audit Committee
International     Member — Camden
(April 2012–Present)     Property Trust
   
Executive Advisor to Dean    

(August 2011–March 2012)

and Interim Dean

   
(January 2011–July 2011) —    
University of Miami School of    
Business Administration    
   
President — U.S. Trust,    
Bank of America Private    
Wealth Management    
(Private Banking)    

(July 2007–December 2008)

 

       

 

Vice Chairman

  65   Director — HSBC Finance
(2010–April 2013)     Corporation and HSBC
Chief Administrative     North America Holdings Inc.

Officer (2008–2010)

and Executive Vice

   
President and Chief    
Administrative Officer    
(2007–2009) —    
PNC Financial    

Services Group

 

       

 

   49


Table of Contents

Board of trustees / directors and officers addendum

 

Delaware Investments® Family of Funds

 

 

Name, Address,

and Birth Date

 

Position(s)

Held with Fund(s)

 

Length of

Time Served

 

    Independent Trustees (continued)

 

   
Janet L. Yeomans   Trustee   Since April 1999
2005 Market Street    
Philadelphia, PA 19103    
July 1948    
   
   
   
   
   
         

 

J. Richard Zecher

  Trustee   Since March 2005
2005 Market Street    
Philadelphia, PA 19103    
July 1940    
   
   
   
         

 

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Principal Occupation(s)

During the Past Five Years

 

Number of Portfolios in

Fund Complex Overseen

by Trustee or Officer

 

Other Directorships

Held by Trustee or Officer

 

    

 

   
Vice President and Treasurer   65   Director, Audit and
(January 2006–July 2012)     Compliance Committee Chair,
Vice President —     Investment Committee
Mergers & Acquisitions     Member and Governance
(January 2003–January 2006),     Committee Member
and Vice President     Okabena Company
and Treasurer    
(July 1995–January 2003)     Chair — 3M
3M Corporation     Investment Management
    Company
        (2005–2012)

 

 

Founder

  65   Director and Compensation
Investor Analytics     Committee Chairman
(Risk Management)     Investor Analytics
(May 1999–Present)    
    Director — P/E Investments
Founder    
P/E Investments    
(Hedge Fund)    

(September 1996–Present)

 

       

 

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Table of Contents

Board of trustees / directors and officers addendum

 

Delaware Investments® Family of Funds

 

 

Name, Address,

and Birth Date

 

Position(s)

Held with Fund(s)

 

Length of

Time Served

 

    Officers

 

   
David F. Connor   Senior Vice President,   Senior Vice President,
2005 Market Street   Deputy General   Deputy General Counsel
Philadelphia, PA 19103   Counsel, and Secretary   since May 2013;
December 1963     Vice President, Deputy
    General Counsel
    September 2000 –
    May 2013; Secretary since
       

October 2005

 

Daniel V. Geatens  

 

Vice President

  Treasurer since October 2007
2005 Market Street   and Treasurer  
Philadelphia, PA 19103    

October 1972

 

       

 

David P. O’Connor

  Executive Vice President,   Executive Vice President
2005 Market Street   General Counsel   since February 2012;
Philadelphia, PA 19103   and Chief Legal Officer   Senior Vice President
February 1966     October 2005 –
    February 2012;
    General Counsel and
    Chief Legal Officer
       

since October 2005

 

Richard Salus   Senior Vice President  

 

Chief Financial Officer

2005 Market Street   and Chief Financial Officer   since November 2006
Philadelphia, PA 19103    

October 1963

 

       

 

 

The Statement of Additional Information for the Fund(s) includes additional information about the Trustees and Officers and is available, without charge, upon request by calling 800 523-1918.

 

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Principal Occupation(s)

During the Past Five Years

 

Number of Portfolios in

Fund Complex Overseen

by Trustee or Officer

 

Other Directorships

Held by Trustee or Officer

 

    

 

   
David F. Connor has served as   65   None3
Deputy General Counsel of    

Delaware Investments

since 2000.

   
   
   
   
         

 

Daniel V. Geatens has served

  65   None3

in various capacities at

different times at

   

Delaware Investments.

 

       

 

David P. O’Connor has served

  65   None3

in various executive

and legal capacities at

different times

at Delaware Investments.

   
   
   
         

 

Richard Salus has served in

  65   None3

various executive capacities

at different times at

   

Delaware Investments.

 

       

 

 

 

3  David F. Connor, Daniel V. Geatens, David P. O’Connor, and Richard Salus serve in similar capacities for the six portfolios of the Optimum Fund Trust, which have the same investment advisor, principal underwriter, and transfer agent as the registrant.

 

   53


Table of Contents

About the organization

 

Board of trustees

        
Patrick P. Coyne    Joseph W. Chow    Lucinda S. Landreth    Thomas K. Whitford
Chairman, President, and    Former Executive Vice    Former Chief Investment    Former Vice Chairman
Chief Executive Officer    President    Officer    PNC Financial Services Group
Delaware Investments®    State Street Corporation    Assurant, Inc.    Pittsburgh, PA
Family of Funds    Brookline, MA    Philadelphia, PA   
Philadelphia, PA          Janet L. Yeomans
   John A. Fry    Frances A.    Former Vice President
Thomas L. Bennett    President    Sevilla-Sacasa    and Treasurer
Private Investor    Drexel University    Chief Executive Officer    3M Corporation
Rosemont, PA    Philadelphia, PA    Banco Itaú    St. Paul, MN
     

International

Miami, FL

  

 

J. Richard Zecher

Founder

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

This annual report is for the information of Delaware Small Cap 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 Fund’s Schedule of Investments 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.

 

54


Item 2. Code of Ethics

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. A copy of the registrant’s Code of Business Ethics has been posted on the Delaware Investments Internet Web site at www.delawareinvestments.com. Any amendments to the Code of Business Ethics, and information on any waiver from its provisions granted by the registrant, will also be posted on this Web site within five business days of such amendment or waiver and will remain on the Web site for at least 12 months.

Item 3. Audit Committee Financial Expert

The registrant’s Board of Trustees/Directors has determined that certain members of the registrant’s Audit Committee are audit committee financial experts, as defined below. For purposes of this item, an “audit committee financial expert” is a person who has the following attributes:

a. An understanding of generally accepted accounting principles and financial statements;

b. The ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves;

c. Experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities;

d. An understanding of internal controls and procedures for financial reporting; and

e. An understanding of audit committee functions.

An “audit committee financial expert” shall have acquired such attributes through:

a. Education and experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor or experience in one or more positions that involve the performance of similar functions;

b. Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor, or person performing similar functions;

c. Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements; or

d. Other relevant experience.

The registrant’s Board of Trustees/Directors has also determined that each member of the registrant’s Audit Committee is independent. In order to be “independent” for purposes of this item, the Audit Committee member may not: (i) other than in his or her capacity as a member of the Board of Trustees/Directors or any committee thereof, accept directly or indirectly any consulting, advisory or other compensatory fee from the issuer; or (ii) be an “interested person” of the registrant as defined in Section 2(a)(19) of the Investment Company Act of 1940.



The names of the audit committee financial experts on the registrant’s Audit Committee are set forth below:

Joseph W. Chow
Lucinda S. Landreth1
Frances A. Sevilla-Sacasa
Janet L. Yeomans

Item 4. Principal Accountant Fees and Services

(a) Audit fees.

The aggregate fees billed for services provided to the registrant by its independent auditors for the audit of the registrant’s annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $87,790 for the fiscal year ended November 30, 2014.

The aggregate fees billed for services provided to the registrant by its independent auditors for the audit of the registrant’s annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $77,405 for the fiscal year ended November 30, 2013.

(b) Audit-related fees.

The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under paragraph (a) of this Item were $0 for the fiscal year ended November 30, 2014.

The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the financial statements of the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $618,000 for the registrant’s fiscal year ended November 30, 2014. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These audit-related services were as follows: year-end audit procedures; group reporting and subsidiary statutory audits.

The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under paragraph (a) of this Item were $0 for the fiscal year ended November 30, 2013.
____________________

1 The instructions to Form N-CSR require disclosure on the relevant experience of persons who qualify as audit committee financial experts based on “other relevant experience.” The Board of Trustees/Directors has determined that Ms. Landreth qualifies as an audit committee financial expert by virtue of her experience as a financial analyst, her Chartered Financial Analyst (CFA) designation and her service as an audit committee chairperson for a non-profit organization.



The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the financial statements of the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $618,000 for the registrant’s fiscal year ended November 30, 2013. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These audit-related services were as follows: year-end audit procedures; group reporting and subsidiary statutory audits.

(c) Tax fees.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant were $14,223 for the fiscal year ended November 30, 2014. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These tax-related services were as follows: review of income tax returns and review of annual excise distribution calculations.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended November 30, 2014.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant were $13,500 for the fiscal year ended November 30, 2013. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These tax-related services were as follows: review of income tax returns and review of annual excise distribution calculations.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended November 30, 2013.

(d) All other fees.

The aggregate fees billed for all services provided by the independent auditors to the registrant other than those set forth in paragraphs (a), (b) and (c) of this Item were $0 for the fiscal year ended November 30, 2014.

The aggregate fees billed for all services other than those set forth in paragraphs (b) and (c) of this Item provided by the registrant’s independent auditors to the registrant’s adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended November 30, 2014. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.



The aggregate fees billed for all services provided by the independent auditors to the registrant other than those set forth in paragraphs (a), (b) and (c) of this Item were $0 for the fiscal year ended November 30, 2013.

The aggregate fees billed for all services other than those set forth in paragraphs (b) and (c) of this Item provided by the registrant’s independent auditors to the registrant’s adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended November 30, 2013. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

(e) The registrant’s Audit Committee has established pre-approval policies and procedures as permitted by Rule 2-01(c)(7)(i)(B) of Regulation S-X (the “Pre-Approval Policy”) with respect to services provided by the registrant’s independent auditors. Pursuant to the Pre-Approval Policy, the Audit Committee has pre-approved the services set forth in the table below with respect to the registrant up to the specified fee limits. Certain fee limits are based on aggregate fees to the registrant and other registrants within the Delaware Investments Family of Funds.

Service Range of Fees
Audit Services

Statutory audits or financial audits for new Funds

up to $40,000 per Fund

Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end Fund offerings, consents), and assistance in responding to SEC comment letters

up to $10,000 per Fund

Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit-related services” rather than “audit services”)

up to $25,000 in the aggregate

Audit-Related Services

Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit services” rather than “audit-related services”)

up to $25,000 in the aggregate

Tax Services

U.S. federal, state and local and international tax planning and advice (e.g., consulting on statutory, regulatory or administrative developments, evaluation of Funds’ tax compliance function, etc.)

up to $25,000 in the aggregate

U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.)

up to $5,000 per Fund

Review of federal, state, local and international income, franchise and other tax returns

up to $5,000 per Fund




Under the Pre-Approval Policy, the Audit Committee has also pre-approved the services set forth in the table below with respect to the registrant’s investment adviser and other entities controlling, controlled by or under common control with the investment adviser that provide ongoing services to the registrant (the “Control Affiliates”) up to the specified fee limit. This fee limit is based on aggregate fees to the investment adviser and its Control Affiliates.

Service Range of Fees
Non-Audit Services
Services associated with periodic reports and other documents filed with the SEC and assistance in responding to SEC comment letters up to $10,000 in the aggregate

The Pre-Approval Policy requires the registrant’s independent auditors to report to the Audit Committee at each of its regular meetings regarding all services initiated since the last such report was rendered, including those services authorized by the Pre-Approval Policy.

(f) Not applicable.

(g) The aggregate non-audit fees billed by the registrant’s independent auditors for services rendered to the registrant and to its investment adviser and other service providers under common control with the adviser were $5,653,375 and $7,732,970 for the registrant’s fiscal years ended November 30, 2014 and November 30, 2013, respectively.

(h) In connection with its selection of the independent auditors, the registrant’s Audit Committee has considered the independent auditors’ provision of non-audit services to the registrant’s investment adviser and other service providers under common control with the adviser that were not required to be pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X. The Audit Committee has determined that the independent auditors’ provision of these services is compatible with maintaining the auditors’ independence.

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 Company 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 fourth 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.

DELAWARE GROUP® EQUITY FUNDS V

/s/ PATRICK P. COYNE
By: Patrick P. Coyne
Title: Chief Executive Officer
Date:      February 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/ PATRICK P. COYNE
By: Patrick P. Coyne
Title: Chief Executive Officer
Date:      February 3, 2015
 
 
/s/ RICHARD SALUS
By: Richard Salus
Title: Chief Financial Officer
Date: February 3, 2015