Delaware Value Fd Cl I NCSR Certified annual shareholder report (management investment company)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number:		811-00750

Exact name of registrant as specified in charter:		Delaware Group^®Equity Funds II

Address of principal executive offices:		2005 Market Street
		Philadelphia, PA 19103

Name and address of agent for service:		David F. Connor, Esq.
		2005 Market Street
		Philadelphia, PA 19103

Registrant’s telephone number, including area code:		(800) 523-1918

Date of fiscal year end:		November 30

Date of reporting period:		November 30, 2012

Item 1. Reports to Stockholders

Annual report

Delaware Value^® Fund

November 30, 2012

U.S. value equity mutual fund

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

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

Experience Delaware Investments

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

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

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

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

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

Table of contents
Portfolio management review		1
Performance summary		4
Disclosure of Fund expenses		8
Security type/sector allocation
and top 10 equity holdings		10
Statement of net assets		11
Statement of operations		15
Statements of changes in net assets		16
Financial highlights		18
Notes to financial statements		28
Report of independent registered
public accounting firm		40
Other Fund information		41
Board of trustees/directors and
officers addendum		46
About the organization		54

Unless otherwise noted, views expressed herein are current as of Nov. 30, 2012, and subject to change.

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

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

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

Portfolio management review
Delaware Value^®Fund		December 11, 2012

Performance preview (for the year ended November 30, 2012)
Delaware Value Fund (Class A shares)	1-year return	+	15.40	%
Russell 1000^®Value Index (benchmark)	1-year return	+	17.45	%
Past performance does not guarantee future results. For complete, annualized performance for Delaware 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. Index performance returns do not reflect any management fees, transaction costs, or expenses. Indices are unmanaged and one cannot invest directly in an index.

The Fund’s fiscal year ended Nov. 30, 2012, saw favorable stock market performance despite continued economic challenges both in the United States and abroad. Global markets generally responded well to economic stimulus measures by the U.S. Federal Reserve, including the Fed’s maintaining low interest rates for an extended period and initiating a third round of quantitative easing (QE3), which was intended to boost flagging economic activity.

Throughout the Fund’s fiscal year, slow growth continued to plague the U.S. economy. In the U.S., gross domestic product (GDP), which measures the value of all goods and services a nation produces, began the Fund’s fiscal year at a healthy 4.1% growth rate in the fourth quarter of 2011. However, it tailed off in subsequent quarters, dipping below its historical average and finishing the third quarter of 2012 at a modest 2.7%, according to the most recent estimate released by the U.S. Department of Commerce. Manufacturing data also showed some weakness. Industrial output fell 1.2% in August 2012 — its biggest monthly decline in three years — and several regional Fed activity indices showed contraction, including those in Chicago, Dallas, New York, and Philadelphia.

We will continue to look for opportunities to invest in what we consider to be undeservedly inexpensive stocks that we believe have good potential to rebound, as we maintain our commitment to high-quality companies with what we view as stronger balance sheets and relatively consistent cash flows and earnings.

Portfolio management review
Delaware Value^® Fund

High unemployment also plagued the U.S. economy during the fiscal year, as the unemployment rate began the Fund’s fiscal year at 9.0% and fell to a still historically-high 7.7% by the end of November 2012. Payroll gains were quite modest during the latter part of the Fund’s fiscal year and employment did not grow fast enough to boost the number of available jobs. (Source: U.S. Department of Labor.)

On a brighter note, however, housing fundamentals improved during the Fund’s fiscal year: home prices, sales volumes, and sentiment all ticked up in recent months. If a housing recovery can be sustained, this could alleviate pressure on some of the 11 million homeowners with “underwater” mortgages (source: S&P/Case-Shiller Home Price Indices). Overall during the Fund’s fiscal year, we believe that the slow improvement in unemployment, coupled with evidence of more favorable housing market conditions, gave many investors increased confidence, which, in turn, led to the positive results turned in by stocks and other relatively riskier assets.

For the fiscal year ended Nov. 30, 2012, Delaware Value Fund returned +15.40% at net asset value and +8.76% at maximum offer price (both figures represent Class A shares with all distributions reinvested). For the same period, the Russell 1000 Value Index returned +17.45%. Complete annualized performance for Delaware Value Fund is shown in the table on page 4.

The Fund’s underperformance relative to its benchmark was driven primarily by disappointing returns among our technology, consumer staples, and healthcare holdings. Additionally, the Fund’s limited exposure to the outperforming financials group and an overweight allocation to the sluggish information technology sector detracted from its relative performance.

Our investments in consumer staples hurt relative performance the most. Two notable detractors during the Fund’s fiscal year were food retailer Safeway (-11%) and grain processor Archer-Daniels-Midland (-9%). The food retail group, of which Safeway is a part, came under pressure after a major competitor, Supervalu, cut its dividend and management said it was exploring strategic options. Performance of Archer-Daniels-Midland’s stock was hurt in recent months by the drought in the middle of the country and by falling U.S. grain exports, which hurt the company’s agricultural services business. High corn prices also led to negative margins in the company’s corn processing unit. Technology stock Xerox was one of the largest relative individual detractors of the fiscal year. As a leader in digital imaging, the stock was held back for the most part due to its exposure to Europe, a financially troubled region that represents a sizeable portion of the company’s sales.

Of final note, drug distributor Cardinal Health saw its shares decline due, in part, to an uncertain outcome to contract negotiations with leading pharmacy chains. In the case of all four of these underperforming companies, we remained confident in our view of their long-term value potential for our shareholders and therefore continued to own them at the end of the fiscal year.

Fund performance benefited from strong stock selection within the energy sector. Our position in Williams Companies, whose shares rose along with a surge in natural gas

prices during the latter part of the Fund’s fiscal year, led all of our energy holdings. Williams operates a large gas pipeline system, which closely ties its financial results to natural gas prices, which rose during the fiscal year. We sold the Fund’s position in Williams near the end of the fiscal year after the stock hit our price target, essentially doubling in value while we held it.

In the consumer discretionary sector, home-improvement superstore Lowe’s and media company Comcast both added considerable value. Lowe’s shares were lifted by improvements in consumer spending, as well as investors’ increased optimism about the company’s potential for a turnaround. Shares of Comcast gained the most in absolute terms of any stock within the Fund. The stock benefited from an uptick in Comcast’s broadband subscriptions; investors also responded favorably to the company’s shareholder-friendly financial management. Edison International, an electric utility based in Southern California, also contributed to Fund performance and is our sole remaining utility holding. The company’s valuation continues to look attractive to us versus its peers and its own history.

Throughout the Fund’s fiscal period, portfolio positioning remained essentially intact. Given the number of risks we saw in the economic and market environments, we maintained the Fund’s elevated allocation to stocks in defensive sectors, a positioning that struck us as prudent. At the end of the fiscal year, for example, the Fund was significantly overweight in healthcare and consumer staples stocks compared with the benchmark, and modestly overweight in the telecommunication services group, where we found stocks with good dividend yields and defensive characteristics. The Fund was underexposed relative to the benchmark in more economically sensitive sectors, especially in the financial and consumer discretionary sectors.

In light of the stock market’s rally during the fiscal year, it became more challenging to find attractively valued securities to add to the Fund. A number of the Fund’s holdings neared our price targets, but we ultimately identified relatively few good investment opportunities that fit our parameters of low valuations coupled with solid business fundamentals. That said, we will continue to look for opportunities to invest in what we consider to be undeservedly inexpensive stocks that we believe have good potential to rebound, as we maintain our commitment to high-quality companies with what we view as stronger balance sheets and relatively consistent cash flows and earnings.

Performance summary
Delaware Value^®Fund		November 30, 2012

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 performance^1,2	Average annual total returns through November 30, 2012
				Lifetime
				(if less than
	1 year	5 years	10 years	10 years)
Class A (Est. Sept. 15, 1998)
Excluding sales charge	+15.40%	+1.74%	+6.93%	n/a
Including sales charge	+8.76%	+0.54%	+6.30%	n/a
Class B (Est. May 1, 2002)
Excluding sales charge	+14.51%	+0.98%	+6.28%	n/a
Including sales charge	+10.51%	+0.58%	+6.28%	n/a
Class C (Est. May 1, 2002)
Excluding sales charge	+14.49%	+0.98%	+6.15%	n/a
Including sales charge	+13.49%	+0.98%	+6.15%	n/a
Class R (Est. Sept. 1, 2005)
Excluding sales charge	+14.96%	+1.48%	n/a	+4.04%
Including sales charge	+14.96%	+1.48%	n/a	+4.04%
Institutional Class (Est. Sept. 15, 1998)
Excluding sales charge	+15.66%	+2.00%	+7.20%	n/a
Including sales charge	+15.66%	+2.00%	+7.20%	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 performance” chart. The current 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 0.30% of average daily net assets. This fee has been contractually limited to 0.25% of average daily net assets from March 26, 2012 through May 31, 2013. Furthermore, the Board has adopted a formula for calculating 12b-1 plan fees for the Fund’s Class A shares that went into effect on May 2, 1994. The Fund’s Class A shares are currently subject to a blended 12b-1 fee equal to the sum of: (i) 0.10% of average daily net assets representing shares acquired prior to May 2, 1994, and (ii) 0.30% (currently limited to 0.25%) of average daily net assets representing shares acquired on or

after May 2, 1994. All Class A shares currently bear 12b-1 fees at the same rate, the blended rate, currently 0.24% of average daily net assets, based on the formula described above. This method of calculating Class A 12b-1 fees may be discontinued at the sole discretion of the Board. Performance for Class A shares, excluding sales charges, assumes that no front-end sales charge applied.

Class B shares may be purchased only through dividend reinvestment and certain permitted exchanges as described in the prospectus. Please see the prospectus for additional information on Class B shares. Class B shares have a contingent deferred sales charge that declines from 4.00% to zero depending on the period of time the shares are held. They are also subject to an annual distribution and service fee of 1.00% of average daily net assets. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. Ten-year and lifetime performance figures for Class B shares reflect conversion to Class A shares after approximately eight years.

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 B and 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 0.60% of average daily net assets, which has been limited contractually to 0.50% from March 26, 2012 through May 31, 2013.

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

The “Fund performance” table and the “Performance of a $10,000 investment” graph do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

² The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table. Delaware Investments has agreed to reimburse certain expenses and/or waive certain fees in order to prevent total fund operating expenses (excluding certain fees and expenses) from exceeding 0.85% of the Fund’s average daily net assets from March 26, 2012 through May 31, 2013. Please see the most recent prospectus and any applicable supplement(s) for additional information on these fee waivers and/or reimbursements.

Fund expense ratios	Class A	Class B	Class C	Class R	Institutional Class
Total annual operating expenses	1.30%	2.00%	2.00%	1.60%	1.00%
(without fee waivers)
Net expenses	1.10%	1.85%	1.85%	1.35%	0.85%
(including fee waivers, if any)
Type of waiver	Contractual	Contractual	Contractual	Contractual	Contractual

Performance summary
Delaware Value^® Fund

Performance of a $10,000 investment¹Average annual total returns from Nov. 30, 2002, through Nov. 30, 2012

For period beginning Nov. 30, 2002, through Nov. 30, 2012		Starting value	Ending value
	Russell 1000 Value Index	$10,000	$19,100
	Delaware Value Fund — Class A shares	$9,425	$18,427

¹The “Performance of a $10,000 investment” graph assumes $10,000 invested in Class A shares of the Fund on Nov. 30, 2002, 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. Current expenses are listed in the “Fund expense ratios” table on page 5. Please note additional details on pages 4 through 6.

The chart also assumes $10,000 invested in the Russell 1000 Value Index as of Nov. 30, 2002. The Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 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	DDVAX	24610C881
Class B	DDVBX	24610C873
Class C	DDVCX	24610C865
Class R	DDVRX	245907860
Institutional Class	DDVIX	24610C857

Disclosure of Fund expenses
For the six-month period from June 1, 2012 to November 30, 2012 (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, 2012 to November 30, 2012.

Actual expenses

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

Hypothetical example for comparison purposes

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

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

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

	Beginning Account Value 6/1/12		Ending Account Value 11/30/12		Annualized Expense Ratio		Expenses Paid During Period 6/1/12 to 11/30/12*
Actual Fund return^†
Class A		$1,000.00		$1,091.20		1.08%		$5.65
Class B		1,000.00		1,087.30		1.85%		9.65
Class C		1,000.00		1,087.20		1.85%		9.65
Class R		1,000.00		1,088.70		1.35%		7.05
Institutional Class		1,000.00		1,092.00		0.85%		4.45
Hypothetical 5% return (5% return before expenses)
Class A		$1,000.00		$1,019.60		1.08%		$5.45
Class B		1,000.00		1,015.75		1.85%		9.32
Class C		1,000.00		1,015.75		1.85%		9.32
Class R		1,000.00		1,018.25		1.35%		6.81
Institutional Class		1,000.00		1,020.75		0.85%		4.29

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

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

Security type/sector allocation and top 10 equity holdings
Delaware Value^®Fund	As of November 30, 2012 (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		97.52	%
Consumer Discretionary		6.67	%
Consumer Staples		12.97	%
Energy		14.74	%
Financials		12.46	%
Healthcare		18.29	%
Industrials		9.08	%
Information Technology		11.81	%
Materials		2.78	%
Telecommunications		5.71	%
Utilities		3.01	%
Short-Term Investments		1.61	%
Securities Lending Collateral		0.01	%
Total Value of Securities		99.14	%
Obligation to Return Securities Lending Collateral		(0.02	%)
Receivables and Other Assets Net of Other Liabilities		0.88	%
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
Lowe’s		3.49	%
Motorola Solutions		3.29	%
Baxter International		3.26	%
Marathon Oil		3.25	%
Comcast Class A		3.18	%
Travelers		3.16	%
Bank of New York Mellon		3.13	%
Cisco Systems		3.13	%
Cardinal Health		3.11	%
Allstate		3.10	%

Statement of net assets
Delaware Value^®Fund	November 30, 2012

		Number of shares	Value
Common Stock – 97.52%
Consumer Discretionary – 6.67%
	Comcast Class A	1,537,900	$	57,179,122
	Lowe’s	1,740,300		62,807,427
				119,986,549
Consumer Staples – 12.97%
	Archer-Daniels-Midland	1,955,600		52,214,520
	CVS Caremark	1,144,271		53,220,044
	Kimberly-Clark	28,693		2,459,564
†	Kraft Foods	1,034,430		46,776,925
	Mondelez International Class A	1,357,861		35,155,021
*	Safeway	2,544,471		43,535,899
				233,361,973
Energy – 14.74%
	Chevron	466,239		49,276,800
	ConocoPhillips	928,000		52,840,320
	Halliburton	1,640,300		54,704,005
	Marathon Oil	1,897,290		58,531,396
	Occidental Petroleum	663,400		49,894,314
				265,246,835
Financials – 12.46%
	Allstate	1,376,852		55,734,969
	Bank of New York Mellon	2,353,800		56,349,972
	Marsh & McLennan	1,569,149		55,265,428
	Travelers	802,000		56,797,640
				224,148,009
Healthcare – 18.29%
	Baxter International	884,800		58,635,696
	Cardinal Health	1,382,600		55,926,170
	Johnson & Johnson	789,856		55,076,659
	Merck	1,204,040		53,338,972
	Pfizer	2,217,100		55,471,842
	Quest Diagnostics	874,500		50,528,610
				328,977,949
Industrials – 9.08%
	Northrop Grumman	808,209		53,907,540
	Raytheon	969,500		55,387,536
	Waste Management	1,662,190		54,137,528
				163,432,604

Statement of net assets
Delaware Value^® Fund

		Number of shares		Value
Common Stock (continued)
Information Technology – 11.81%
	Cisco Systems		2,974,700	$	56,251,577
	Intel		2,420,700		47,373,099
	Motorola Solutions		1,087,437		59,210,945
	Xerox		7,279,700		49,574,757
					212,410,378
Materials – 2.78%
	duPont (E.I.) deNemours		1,158,900		49,994,946
					49,994,946
Telecommunications – 5.71%
	AT&T		1,473,300		50,283,729
	Verizon Communications		1,189,200		52,467,504
					102,751,233
Utilities – 3.01%
	Edison International		1,190,951		54,164,451
					54,164,451
Total Common Stock (cost $1,489,494,043)					1,754,474,927

		Principal amount
Short-Term Investments – 1.61%
≠Discount Notes – 0.21%
	Federal Home Loan Bank
	0.10% 1/18/13	$	383,424		383,395
	0.10% 1/23/13		2,205,395		2,205,207
	0.13% 2/6/13		1,009,011		1,008,884
	0.135% 2/15/13		221,982		221,951
					3,819,437
Repurchase Agreements – 1.40%
	Bank of America 0.19%, dated 11/30/12,
	to be repurchased on 12/3/12, repurchase price
	$9,003,857 (collateralized by U.S. government
	obligations 0.00%-0.25% 1/3/13-11/30/14;
	market value $9,183,789)		9,003,715		9,003,715

		Principal amount		Value
Short-Term Investments (continued)
Repurchase Agreements (continued)
	BNP Paribas 0.20%, dated 11/30/12,
	to be repurchased on 12/3/12, repurchase price
	$16,120,554 (collateralized by U.S. government
	obligations 0.25%-2.50% 3/31/14-11/30/17;
	market value $16,454,936)	$	16,120,285	$	16,120,285
					25,124,000
Total Short-Term Investments (cost $28,943,130)					28,943,437

Total Value of Securities Before Securities
	Lending Collateral – 99.13% (cost $1,518,437,173)				1,783,418,364

		Number of shares
**Securities Lending Collateral – 0.01%
	Investment Companies
	Delaware Investments Collateral Fund No.1		256,029		256,029
	@†Mellon GSL Reinvestment Trust II		161,000		0
Total Securities Lending Collateral (cost $417,029)					256,029

Total Value of Securities – 99.14%
	(cost $1,518,854,202)				1,783,674,393	©
**Obligation to Return Securities
	Lending Collateral – (0.02%)				(417,029	)
Receivables and Other Assets
	Net of Other Liabilities – 0.88%				15,764,511
Net Assets Applicable to 144,590,458
	Shares Outstanding – 100.00%			$	1,799,021,875

Net Asset Value – Delaware Value Fund
	Class A ($988,578,016 / 79,481,635 Shares)				$12.44
Net Asset Value – Delaware Value Fund
	Class B ($6,720,053 / 545,223 Shares)				$12.33
Net Asset Value – Delaware Value Fund
	Class C ($74,406,865 / 6,030,431 Shares)				$12.34
Net Asset Value – Delaware Value Fund
	Class R ($5,219,272 / 420,747 Shares)				$12.40
Net Asset Value – Delaware Value Fund
	Institutional Class ($724,097,669 / 58,112,422 Shares)				$12.46

Statement of net assets
Delaware Value^® Fund


Components of Net Assets at November 30, 2012:
Shares of beneficial interest (unlimited authorization – no par)	$	1,750,797,378
Undistributed net investment income		21,983,679
Accumulated net realized loss on investments		(238,579,373	)
Net unrealized appreciation of investments		264,820,191
Total net assets	$	1,799,021,875

†	Non income producing security.
*	Fully or partially on loan.
≠	The rate shown is the effective yield at the time of purchase.
**	See Note 9 in “Notes to financial statements” for additional information on securities lending collateral.
@	Illiquid security. At November 30, 2012, the aggregate value of illiquid securities was $0, which represented 0% of the Fund’s net assets. See Note 10 in “Notes to financial statements.”
©	Includes $407,954 of securities loaned.

Net Asset Value and Offering Price Per Share –
Delaware Value Fund
Net asset value Class A (A)	$	12.44
Sales charge (5.75% of offering price) (B)		0.76
Offering price	$	13.20

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

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

Statement of operations
Delaware Value^®Fund	Year Ended November 30, 2012

Investment Income:
	Dividends	$	35,429,468
	Security lending income		39,675
	Interest		1,461	$	35,470,604

Expenses:
	Management fees		7,219,256
	Distribution expenses – Class A		1,942,456
	Distribution expenses – Class B		49,814
	Distribution expenses – Class C		499,263
	Distribution expenses – Class R		21,075
	Dividend disbursing and transfer agent fees and expenses		2,115,845
	Accounting and administration expenses		464,377
	Reports and statements to shareholders		214,018
	Registration fees		161,460
	Legal fees		116,094
	Audit and tax		62,422
	Trustees’ fees		50,649
	Custodian fees		20,921
	Dues and services		14,905
	Insurance fees		14,071
	Consulting fees		9,483
	Trustees’ expenses		3,028
	Pricing fees		2,760		12,981,897
	Less fees waived				(311,272	)
	Less waived distribution expenses – Class A				(319,382	)
	Less waived distribution expenses – Class R				(3,512	)
	Less expense paid indirectly				(1,763	)
	Total operating expenses				12,345,968
Net Investment Income					23,124,636

Net Realized and Unrealized Gain:
	Net realized gain on investments				41,453,130
	Net change in unrealized appreciation (depreciation) of investments				81,325,793
Net Realized and Unrealized Gain					122,778,923

Net Increase in Net Assets Resulting from Operations				$	145,903,559

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

Statements of changes in net assets
Delaware Value^® Fund

			Year Ended
			11/30/12			11/30/11
Increase in Net Assets from Operations:
	Net investment income		$	23,124,636		$	8,959,242
	Net realized gain			41,453,130			16,061,480
	Net change in unrealized appreciation (depreciation)			81,325,793			33,529,498
	Net increase in net assets resulting from operations			145,903,559			58,550,220

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

Capital Share Transactions:
	Proceeds from shares sold:
		Class A		109,872,571			82,612,640
		Class B		60,856			62,817
		Class C		32,388,224			7,965,146
		Class R		2,065,717			615,162
		Institutional Class		552,056,612			153,131,404

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

	Net asset value of shares issued upon reinvestment
		of dividends and distributions:
		Class A		4,528,804			5,161,222
		Class B		18,663			23,799
		Class C		248,878			204,620
		Class R		29,632			27,399
		Institutional Class		3,680,677			2,181,853
				1,408,583,454			251,986,062

			Year Ended
			11/30/12			11/30/11
Capital Share Transactions (continued):
	Cost of shares redeemed:
		Class A	$	(126,711,885	)	$	(145,147,197	)
		Class B		(2,448,605	)		(750,382	)
		Class C		(9,570,858	)		(4,972,204	)
		Class R		(999,774	)		(695,528	)
		Institutional Class		(125,627,646	)		(59,378,578	)
				(265,358,768	)		(210,943,889	)
Increase in net assets derived from
	capital share transactions			1,143,224,686			41,042,173
Net Increase in Net Assets				1,279,624,822			91,580,526

Net Assets:
	Beginning of year			519,397,053			427,816,527
	End of year (including undistributed net investment
		income of $21,983,679 and $8,362,466, respectively)	$	1,799,021,875		$	519,397,053

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

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

Financial highlights
Delaware Value^® Fund Class A

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

Net asset value, beginning of period

Income (loss) from investment operations:

Net investment income¹

Net realized and unrealized gain (loss)

Total from investment operations

Less dividends and distributions from:

Net investment income

Net realized gain

Total dividends and distributions

Net asset value, end of period

Total return²

Ratios and supplemental data:

Net assets, end of period (000 omitted)

Ratio of expenses to average net assets

prior to fees waived

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 all of the periods shown reflects waivers by the manager and distributor. Performance would have been lower had the waivers not been in effect.

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

Year Ended
11/30/12		11/30/11		11/30/10		11/30/09		11/30/08
$10.970		$9.820		$9.100		$7.760		$13.360


0.225		0.190		0.171		0.205		0.224
1.439		1.139		0.738		1.389		(4.935	)
1.664		1.329		0.909		1.594		(4.711	)


(0.194	)	(0.179	)	(0.189	)	(0.254	)	(0.239	)
—		—		—		—		(0.650	)
(0.194	)	(0.179	)	(0.189	)	(0.254	)	(0.889	)

$12.440		$10.970		$9.820		$9.100		$7.760

15.40%		13.65%		10.16%		21.21%		(37.78%	)


$988,578		$274,050		$298,110		$302,849		$266,386
1.09%		1.10%		1.10%		1.07%		1.00%

1.17%		1.30%		1.32%		1.37%		1.26%
1.89%		1.78%		1.85%		2.60%		2.11%

1.81%		1.58%		1.63%		2.30%		1.85%
13%		24%		29%		27%		43%

Financial highlights
Delaware Value^® Fund Class B

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

Net asset value, beginning of period

Income (loss) from investment operations:

Net investment income¹

Net realized and unrealized gain (loss)

Total from investment operations

Less dividends and distributions from:

Net investment income

Net realized gain

Total dividends and distributions

Net asset value, end of period

Total return²

Ratios and supplemental data:

Net assets, end of period (000 omitted)

Ratio of expenses to average net assets

prior to fees waived

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 all of the periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect.

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

Year Ended
11/30/12		11/30/11		11/30/10		11/30/09		11/30/08
$10.880		$9.740		$9.050		$7.690		$13.240


0.133		0.109		0.101		0.146		0.142
1.431		1.141		0.719		1.391		(4.905	)
1.564		1.250		0.820		1.537		(4.763	)


(0.114	)	(0.110	)	(0.130	)	(0.177	)	(0.137	)
—		—		—		—		(0.650	)
(0.114	)	(0.110	)	(0.130	)	(0.177	)	(0.787	)

$12.330		$10.880		$9.740		$9.050		$7.690

14.51%		12.90%		9.16%		20.44%		(38.25%	)


$6,720		$2,130		$2,513		$2,930		$3,279
1.85%		1.85%		1.85%		1.82%		1.75%

1.88%		2.00%		2.02%		2.07%		1.96%
1.13%		1.03%		1.10%		1.85%		1.36%

1.10%		0.88%		0.93%		1.60%		1.15%
13%		24%		29%		27%		43%

Financial highlights
Delaware Value^® Fund Class C

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

Net asset value, beginning of period

Income (loss) from investment operations:

Net investment income¹

Net realized and unrealized gain (loss)

Total from investment operations

Less dividends and distributions from:

Net investment income

Net realized gain

Total dividends and distributions

Net asset value, end of period

Total return²

Ratios and supplemental data:

Net assets, end of period (000 omitted)

Ratio of expenses to average net assets

prior to fees waived

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 all of the periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect.

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

Year Ended
11/30/12		11/30/11		11/30/10		11/30/09		11/30/08
$10.890		$9.750		$9.050		$7.690		$13.250


0.134		0.109		0.101		0.146		0.142
1.430		1.141		0.729		1.391		(4.915	)
1.564		1.250		0.830		1.537		(4.773	)


(0.114	)	(0.110	)	(0.130	)	(0.177	)	(0.137	)
—		—		—		—		(0.650	)
(0.114	)	(0.110	)	(0.130	)	(0.177	)	(0.787	)

$12.340		$10.890		$9.750		$9.050		$7.690

14.49%		12.88%		9.28%		20.28%		(38.21%	)


$74,407		$24,928		$19,377		$23,925		$23,733
1.85%		1.85%		1.85%		1.82%		1.75%

1.88%		2.00%		2.02%		2.07%		1.96%
1.13%		1.03%		1.10%		1.85%		1.36%

1.10%		0.88%		0.93%		1.60%		1.15%
13%		24%		29%		27%		43%

Financial highlights
Delaware Value^® Fund Class R

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

Net asset value, beginning of period

Income (loss) from investment operations:

Net investment income¹

Net realized and unrealized gain (loss)

Total from investment operations

Less dividends and distributions from:

Net investment income

Net realized gain

Total dividends and distributions

Net asset value, end of period

Total return²

Ratios and supplemental data:

Net assets, end of period (000 omitted)

Ratio of expenses to average net assets

prior to fees waived

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 all of the periods shown reflects waivers by the manager and distributor. Performance would have been lower had the waivers not been in effect.

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

Year Ended
11/30/12		11/30/11		11/30/10		11/30/09		11/30/08
$10.950		$9.800		$9.090		$7.740		$13.320


0.194		0.163		0.148		0.185		0.197
1.423		1.143		0.731		1.393		(4.923	)
1.617		1.306		0.879		1.578		(4.726	)


(0.167	)	(0.156	)	(0.169	)	(0.228	)	(0.204	)
—		—		—		—		(0.650	)
(0.167	)	(0.156	)	(0.169	)	(0.228	)	(0.854	)

$12.400		$10.950		$9.800		$9.090		$7.740

14.96%		13.43%		9.81%		20.98%		(37.90%	)


$5,219		$1,944		$1,816		$1,957		$1,669
1.35%		1.35%		1.35%		1.32%		1.25%

1.48%		1.60%		1.62%		1.67%		1.56%
1.63%		1.53%		1.60%		2.35%		1.86%

1.50%		1.28%		1.33%		2.00%		1.55%
13%		24%		29%		27%		43%

Financial highlights
Delaware Value^® Fund Institutional Class

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

Net asset value, beginning of period

Income (loss) from investment operations:

Net investment income¹

Net realized and unrealized gain (loss)

Total from investment operations

Less dividends and distributions from:

Net investment income

Net realized gain

Total dividends and distributions

Net asset value, end of period

Total return²

Ratios and supplemental data:

Net assets, end of period (000 omitted)

Ratio of expenses to average net assets

prior to fees waived

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 all of the periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect.

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

Year Ended
11/30/12		11/30/11		11/30/10		11/30/09		11/30/08
$10.990		$9.830		$9.110		$7.770		$13.380


0.254		0.216		0.194		0.225		0.250
1.437		1.146		0.735		1.394		(4.936	)
1.691		1.362		0.929		1.619		(4.686	)


(0.221	)	(0.202	)	(0.209	)	(0.279	)	(0.274	)
—		—		—		—		(0.650	)
(0.221	)	(0.202	)	(0.209	)	(0.279	)	(0.924	)

$12.460		$10.990		$9.830		$9.110		$7.770

15.66%		13.99%		10.39%		21.43%		(37.54%	)


$724,098		$216,345		$106,001		$80,373		$43,914
0.85%		0.85%		0.85%		0.82%		0.75%

0.88%		1.00%		1.02%		1.07%		0.96%
2.13%		2.03%		2.10%		2.85%		2.36%

2.10%		1.88%		1.93%		2.60%		2.15%
13%		24%		29%		27%		43%

Notes to financial statements
Delaware Value^®Fund	November 30, 2012

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

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

1. Significant Accounting Policies

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

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

Federal Income Taxes — No provision for federal income taxes has been made as the Fund intends to continue to qualify for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to shareholders. The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. Management has analyzed the Fund’s tax positions taken for all open federal income tax years (November 30, 2009–November 30, 2012), and has concluded that no provision for federal income tax is required in the Fund’s financial statements.

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

Repurchase Agreements — The Fund may purchase certain U.S. government securities subject to the counterparty’s agreement to repurchase them at an agreed upon date and price. The counterparty will be required on a daily basis to maintain the value of the collateral subject to the agreement at not less than the repurchase price (including accrued interest). The agreements are conditioned upon the collateral being deposited under the Federal Reserve book-entry system with the Fund’s custodian or a third-party sub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on November 30, 2012.

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

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

Notes to financial statements
Delaware Value^® Fund

1. Significant Accounting Policies (continued)

Subject to seeking best execution, the Fund may direct certain security trades to brokers who have agreed to rebate a portion of the related brokerage commission to the Fund in cash. In general, best execution refers to many factors, including the price paid or received for a security, the commission charged, the promptness and reliability of execution, the confidentiality and placement accorded the order, and other factors affecting the overall benefit obtained by the Fund on the transaction. There were no commission rebates for the year ended November 30, 2012.

The Fund may receive earnings credits from its custodian when positive cash balances are maintained, which are used to offset custody fees. There were no earnings credits for the year ended November 30, 2012.

The Fund receives earnings credits from its transfer agent when positive cash balances are maintained, which are used to offset transfer agent fees. The expense paid under this arrangement is included in dividend disbursing and transfer agent fees and expenses on the statement of operations with the corresponding expense offset shown as “expense paid indirectly.” For the year ended November 30, 2012, the Fund earned $1,763 under this agreement.

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

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

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

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

fees payable to DSC under the service agreement described above are allocated among all Funds in the Delaware Investments^® Family of Funds on a relative net asset value basis. For the year ended November 30, 2012, the Fund was charged $58,212 for these services.

DSC is also the transfer agent and dividend disbursing agent of the Fund. The Fund pays DSC a monthly asset-based fee for these services. Pursuant to a sub-transfer agency agreement between DSC 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 0.30% of the average daily net assets of the Class A shares, 1.00% of the average daily net assets of the Class B and Class C shares and 0.60% of the average daily net assets of Class R shares. Institutional Class shares pay no distribution and service expenses. The Board has adopted a formula for calculating 12b-1 plan fees for the Fund’s Class A shares that went into effect on May 11, 2012. The total 12b-1 fees to be paid by Class A shareholders of the Fund will be the sum of: (i) 0.10% of the average daily net assets representing shares that were acquired prior to May 2, 1994 and (ii) 0.30% of the average daily net assets representing shares that were acquired on or after May 2, 1994 (which has been contractually waived down to 0.25% through May 30, 2013). All Class A shareholders will bear 12b-1 fees at the same rate, the blended rate, currently 0.24% of average daily net assets, based upon the allocation of the rates described above. This method of calculating Class A 12b-1 fees may be discontinued at the sole discretion of the Board. DDLP has contracted to limit distribution and service fees through May 31, 2013 in order to prevent distribution and service fees of Class A and Class R shares from exceeding 0.25% and 0.50%, respectively of average daily net assets.

At November 30, 2012, the Fund had liabilities payable to affiliates as follows:

Investment management fee payable to DMC	$856,154
Dividend disbursing, transfer agent and fund accounting
oversight fees and other expenses payable to DSC	39,227
Distribution fees payable to DDLP	259,608
Other expenses payable to DMC and affiliates*	25,036

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

As provided in the investment management agreement, the Fund bears the cost of certain legal and tax services, including internal legal and tax services provided to the Fund by DMC and/or its affiliates’ employees. For the year ended November 30, 2012, the Fund was charged $38,997 for internal legal and tax services provided by DMC and/or its affiliates’ employees.

For the year ended November 30, 2012, DDLP earned $74,715 for commissions on sales of the Fund’s Class A shares. For the year ended November 30, 2012, DDLP received gross CDSC commissions of $6, $1,586 and $1,181 on redemption of the Fund’s Class A, Class B and Class C shares, respectively, and these commissions were entirely used to offset up-front commissions previously paid by DDLP to broker/dealers on sales of those shares.

Notes to financial statements
Delaware Value^® Fund

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

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.

3. Investments

For the year ended November 30, 2012, the Fund made purchases of $592,146,912 and sales of $149,881,596 of investment securities other than short-term investments.

At November 30, 2012, the cost of investments was $1,526,244,625. At November 30, 2012, the net unrealized appreciation was $257,429,768, of which $309,528,396 related to unrealized appreciation of investments and $52,098,628 related to unrealized depreciation of investments.

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

Level 1 –	inputs are quoted prices in active markets for identical investments (e.g., equity securities, open-end investment companies, futures contracts, 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) (e.g., debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities)

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

Level 3 investments are valued using significant unobservable inputs. 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 November 30, 2012:

	Level 1		Level 2		Level 3		Total
Common Stock	$	1,754,474,927	$	—	$	—	$	1,754,474,927
Short-Term Investments		—		28,943,437		—		28,943,437
Securities Lending Collateral		—		256,029		—		256,029
Total	$	1,754,474,927	$	29,199,466	$	—	$	1,783,674,393

The securities deemed worthless on the statement of net assets have been included as Level 3 securities within the fair value hierarchy.

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.

During the year ended November 30, 2012, 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.

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 period.

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 year ended November 30, 2012 and 2011 was as follows:

	Year Ended
	11/30/12	11/30/11
Ordinary income	$9,503,423	$8,011,867

Notes to financial statements
Delaware Value^® Fund

5. Components of Net Assets on a Tax Basis

As of November 30, 2012, the components of net assets on a tax basis were as follows:

Shares of beneficial interest	$	1,750,797,378
Undistributed ordinary income		21,983,679
*Capital loss carryforwards		(231,188,950	)
Unrealized appreciation		257,429,768
Net assets	$	1,799,021,875

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

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

For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains $41,318,207 was utilized in 2012. Capital loss carryforwards remaining at November 30, 2012 will expire as follows: $101,112,449 expires in 2015, $104,187,511 expires in 2016 and $25,888,990 expires in 2017.

On December 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 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.

6. Capital Shares

Transactions in capital shares were as follows:

	Year Ended
	11/30/12		11/30/11
Shares sold:
Class A	9,222,403		7,692,602
Class B	5,358		6,172
Class C	2,741,273		749,989
Class R	174,093		57,366
Institutional Class	46,526,190		14,372,945

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

Shares issued upon reinvestment of dividends and distributions:
Class A	412,459		500,603
Class B	1,701		2,311
Class C	22,687		19,847
Class R	2,699		2,658
Institutional Class	335,217		211,625
	119,487,780		23,616,118

Shares redeemed:
Class A	(10,609,262	)	(13,584,961	)
Class B	(205,849	)	(70,691	)
Class C	(804,993	)	(467,727	)
Class R	(85,434	)	(67,713	)
Institutional Class	(10,515,450	)	(5,684,971	)
	(22,220,988	)	(19,876,063	)
Net increase	97,266,792		3,740,055

For the year ended November 30, 2012 and 2011, 96,626 Class B shares were converted to 96,043 Class A shares valued at $1,153,506 and 8,546 Class B shares were converted to 8,504 Class A shares valued at $91,337, respectively. The respective amounts are included in Class B redemptions and Class A subscriptions in the table above and in the statements of changes in net assets.

Notes to financial statements
Delaware Value^® Fund

7. Fund Merger

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

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

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

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

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

Assuming that the acquisition had been completed on December 1, 2011, the beginning of the Acquiring Fund’s reporting period, the Acquiring Fund’s pro forma results of operations for the year ended November 30, 2012, are as follows:

Net investment income	$	28,320,213
Net realized gain on investments		48,659,988
Change in unrealized appreciation		127,824,832
Net increase in net assets resulting from operations		204,805,033

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

8. Line of Credit

The Fund, along with certain other funds in the Delaware Investments^® Family of Funds (Participants), was a participant in a $125,000,000 revolving line of credit to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. Under the agreement, the Participants were charged an annual commitment fee, 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 November 13, 2012.

On November 13, 2012, the Fund, along with the other Participants, entered into an amendment to the agreement for a $125,000,000 revolving line of credit. The agreement 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 November 12, 2013. The Fund had no amounts outstanding as of November 30, 2012 or at any time during the year then ended.

9. Securities Lending

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

Cash collateral received is generally invested in the Delaware Investments Collateral Fund No. 1 (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of funds managed by DMC that participate in BNY Mellon’s securities lending program. The Collective Trust may invest in U.S. government securities and high quality corporate debt, asset-backed and other money market securities and in repurchase agreements collateralized by such securities, provided that the Collective Trust will generally have a dollar-weighted average portfolio maturity

Notes to financial statements
Delaware Value^® Fund

9. Securities Lending (continued)

of 60 days or less. In October 2008, BNY Mellon transferred certain distressed securities from the Fund’s previous collateral investment pool into the Mellon GSL Reinvestment Trust II. The Fund can also accept U.S. government securities and letters of credit (non-cash collateral) in connection with securities loans. In the event of default or bankruptcy by the lending agent, realization and/or retention of the collateral may be subject to legal proceedings. In the event the borrower fails to return loaned securities and the collateral received is insufficient to cover the value of the loaned securities and provided such collateral shortfall is not the result of investment losses, the lending agent has agreed to pay the amount of the shortfall to the Fund or, at the discretion of the lending agent, replace the loaned securities. The Fund continues to record dividends or interest, as applicable, on the securities loaned and is subject to changes in value of the securities loaned that may occur during the term of the loan. The Fund has the right under the Lending Agreement to recover the securities from the borrower on demand. With respect to security loans collateralized by non-cash collateral, the Fund receives loan premiums paid by the borrower. With respect to security loans collateralized by cash collateral, the earnings from the collateral investments are shared among the Fund, the security lending agent and the borrower. The Fund records security lending income net of allocations to the security lending agent and the borrower.

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

At November 30, 2012, the value of securities on loan was $407,954 for which cash collateral was received and invested in accordance with the Lending Agreement. At November 30, 2012, the value of invested collateral was $256,029. These investments are presented on the statement of net assets under the caption “Securities Lending Collateral.”

10. Credit and Market Risk

The Fund may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Fund from disposing of them in a timely manner and at a fair price when it is necessary or desirable to do so. While maintaining oversight, the Fund’s Board has delegated to DMC the day-to-day functions of determining

whether individual securities are liquid for purposes of the Fund’s limitation on investments in illiquid securities. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the Fund’s 15% limit on investments in illiquid securities. As of November 30, 2012, there were no Rule 144A securities. Illiquid securities have been identified on the statement of net assets.

11. Contractual Obligations

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

12. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to November 30, 2012, that would require recognition or disclosure in the Fund’s financial statements.

Report of independent
registered public accounting firm

To the Board of Trustees of Delaware Group^® Equity Funds II
and Shareholders of Delaware Value^® Fund:

In our opinion, the accompanying statement of net assets 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 Value Fund (one of the series constituting Delaware Group Equity Funds II, hereafter referred to as the “Fund”) at November 30, 2012, 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 three 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the two years in the period ended November 30, 2009 were audited by other independent accountants whose report dated January 21, 2010 expressed an unqualified opinion on those statements.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
January 15, 2013

Other Fund information
(Unaudited)
Delaware Value^® Fund

Board Consideration of Delaware Value Fund investment advisory agreement

At a meeting held on August 21-23, 2012 (the “Annual Meeting”), the Board of Trustees (the “Board”), including a majority of disinterested or independent Trustees, approved the renewal of the Investment Advisory Agreement for Delaware 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 contract. Information furnished specifically in connection with the renewal of the Investment Advisory 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 in May 2012 and included independent historical and comparative 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 in 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 advisor 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 July 2011 Management implemented measures to reduce

Other Fund information
(Unaudited)
Delaware Value^® Fund

Board Consideration of Delaware Value Fund investment advisory agreement (continued)

overall costs and improve transfer agent and shareholder servicing functions through outsourcing. 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 one-, three-, five- and ten-year periods, as applicable, ended March 31, 2012. 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 large cap value funds as selected by Lipper. The Lipper report comparison showed that the Fund’s total return for the one-, five- and ten-year periods was in the first quartile of its Performance Universe. The report further showed that the Fund’s total return for the three-year period was in the second quartile. 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 lowest expenses of its Expense Group and its total expenses were in the quartile with the second 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, reflect 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. The Board also noted that the Fund’s assets exceeded the second breakpoint level. The Board believed that, given the extent to which economies of scale might be realized by the advisor and its affiliates, the schedule of fees under the Investment Advisory Agreement provides a sharing of benefits with the Fund and its shareholders.

Other Fund information
(Unaudited)
Delaware Value^® Fund

Tax Information (Unaudited)

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 a 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 designations 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 designation, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

For the fiscal year ended November 30, 2012, the Fund designates distributions paid during the year as follows:

(A) Ordinary Income Distributions* (Tax Basis)	100	%
(B) Qualifying Dividends¹	100	%

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

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

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

* For the fiscal year ended November 30, 2012, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and as extended by the Tax Relief, Unemployment Insurance Reauthorization and Jobs Creation Act of 2010. The Fund intends to designate up to a maximum percentage of 100% to be taxed at maximum rate of 15%. Complete information will be computed and reported in conjunction with your 2012 Form 1099-DIV.

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,	Position(s)	Length of
and Birth Date	Held with Fund(s)	Time Served
Interested Trustees

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

John A. Fry	Trustee	Since January 2001
2005 Market Street
Philadelphia, PA 19103
May 1960

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

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.

	Number of Portfolios in
Principal Occupation(s)	Fund Complex Overseen	Other Directorships
During Past 5 Years	by Trustee or Officer	Held by Trustee or Officer


Patrick P. Coyne has served in	71	Director and Audit
various executive capacities		Committee Member
at different times at		Kaydon Corp.
Delaware Investments.²
		Board of Governors Member
		Investment Company
		Institute (ICI)



Private Investor	71	Director
(March 2004–Present)		Bryn Mawr Bank Corp. (BMTC)
		(2007–2011)

President	71	Board of Governors Member —
Drexel University		NASDAQ OMX PHLX LLC
(August 2010–Present)
		Director and Audit
President		Committee Member
Franklin & Marshall College		Community Health Systems
(July 2002–July 2010)
		Director — Ecore
		International
		(2009–2010)

		Director — Allied
		Barton Securities Holdings
		(2005–2008)

²Delaware 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.

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)

Anthony D. Knerr	Trustee	Since April 1990
2005 Market Street
Philadelphia, PA 19103
December 1938

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














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

	Number of Portfolios in
Principal Occupation(s)	Fund Complex Overseen	Other Directorships
During Past 5 Years	by Trustee or Officer	Held by Trustee or Officer


Managing Director	71	None
Anthony Knerr & Associates
(Strategic Consulting)
(1990–Present)

Private Investor	71	None
(2004–Present)



Chief Executive Officer —	71	Trust Manager — Camden
Banco Itaú Europa		Property Trust
International		(since August 2011)
(since April 2012)

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 President and Treasurer	71	Director, Audit
(January 2006–July 2012)		Committee Member and
Vice President — Mergers & Acquisitions		Investment Committee
(January 2003–January 2006), and		Member
Vice President and Treasurer		Okabena Company
(July 1995–January 2003)
3M Corporation		Chair — 3M
		Investment Management
		Company
		(January 2005–July 2012)

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)

J. Richard Zecher	Trustee	Since March 2005
2005 Market Street
Philadelphia, PA 19103
July 1940

	Number of Portfolios in
Principal Occupation(s)	Fund Complex Overseen	Other Directorships
During Past 5 Years	by Trustee or Officer	Held by Trustee or Officer


Founder	71	Director and Compensation
Investor Analytics		Committee Member
(Risk Management)		Investor Analytics
(May 1999–Present)
		Director
Founder		Oxigene, Inc.
P/E Investments		(2003–2008)
(Hedge Fund)
(September 1996–Present)

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	Vice President,	Vice President since
2005 Market Street	Deputy General	September 2000
Philadelphia, PA 19103	Counsel, and Secretary	and Secretary since
December 1963		October 2005

Daniel V. Geatens	Vice President	Treasurer
2005 Market Street	and Treasurer	since October 2007
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.

	Number of Portfolios in
Principal Occupation(s)	Fund Complex Overseen	Other Directorships
During Past 5 Years	by Trustee or Officer	Held by Trustee or Officer


David F. Connor has served as	71	None³
Vice President and Deputy
General Counsel of
Delaware Investments
since 2000.

Daniel V. Geatens has served	71	None³
in various capacities at
different times at
Delaware Investments.

David P. O’Connor has served in	71	None³
various executive and legal
capacities at different times
at Delaware Investments.





Richard Salus has served in	71	None³
various executive capacities
at different times at
Delaware Investments.

³David 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.

About the organization

Board of trustees
Patrick P. Coyne Chairman, President, and Chief Executive Officer Delaware Investments^® Family of Funds Philadelphia, PA Thomas L. Bennett Private Investor Rosemont, PA	John A. Fry President Drexel University Philadelphia, PA Anthony D. Knerr Founder and Managing Director Anthony Knerr & Associates New York, NY	Lucinda S. Landreth Former Chief Investment Officer Assurant, Inc. Philadelphia, PA Frances A. Sevilla-Sacasa Chief Executive Officer Banco Itaú Europa International Miami, FL	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 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 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.

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:

Thomas L. Bennett¹John A. Fry
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 $51,770 for the fiscal year ended November 30, 2012.

The aggregate fees billed for services provided to the registrant by its independent auditors for the audit of the registrant’s financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $55,268 for the fiscal year ended November 30, 2011.

(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, 2012.

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 $685,000 for the registrant’s fiscal year ended November 30, 2012. 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.

____________________
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 Mr. Bennett qualifies as an audit committee financial expert by virtue of: his education and Chartered Financial Analyst designation; his experience as a credit analyst, portfolio manager and the manager of other credit analysts and portfolio managers; and his prior service on the audit committees of public companies.

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 advisor and other service providers under common control with the advisor and that relate directly to the operations or financial reporting of the registrant were $593,000 for the registrant’s fiscal year ended November 30, 2011. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimus 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; reporting up and subsidiary statutory audits.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant were $10,990 for the fiscal year ended November 30, 2012. 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, 2012.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant were $10,800 for the fiscal year ended November 30, 2011. 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.

(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, 2012.

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 $25,000 for the registrant’s fiscal year ended November 30, 2011. 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 other services were as follows: attest examination of management's assertion to the controls in place at the transfer agent to be in compliance with Rule 17ad-13(a)(3) of the Securities Exchange Act of 1934.

(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 $25,000 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 $10,867,923 and $5,228,766 for the registrant’s fiscal years ended November 30, 2012 and November 30, 2011, 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.

Name of Registrant: DELAWARE GROUP^®EQUITY FUNDS II

/s/ PATRICK P. COYNE
By:	Patrick P. Coyne
Title:	Chief Executive Officer
Date:	February 1, 2013

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 1, 2013

/s/ RICHARD SALUS
By:	Richard Salus
Title:	Chief Financial Officer
Date:	February 1, 2013

Delaware Value Fd Cl I (DDVIX) N-CSRCertified annual shareholder report (management investment company)