Item 1. Reports to Stockholders
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| | Annual report |
US equity mutual fund
Delaware Value® Fund
November 30, 2018
Carefully consider the Fund’s investment objectives, risk factors, charges, and expenses before investing. This and other information can be found in the Fund’s prospectus and its summary prospectus, which may be obtained by visiting delawarefunds.com/literature or calling 800523-1918. Investors should read the prospectus and the summary prospectus carefully before investing.
You can obtain shareholder reports and prospectuses online instead of in the mail.
Visit delawarefunds.com/edelivery.
Experience Delaware Funds®by Macquarie
Macquarie Investment Management (MIM) is a global asset manager with offices throughout the United States, Europe, Asia, and Australia. We are active managers who prioritize autonomy and accountability at the investment team level in pursuit of opportunities that matter for our clients. Delaware Funds is one of the longest-standing mutual fund families, with more than 75 years in existence.
If you are interested in learning more about creating an investment plan, contact your financial advisor.
You can learn more about Delaware Funds or obtain a prospectus for Delaware Value® Fund at delawarefunds.com/literature.
Manage your account online
• | | Check your account balance and transactions |
• | | View statements and tax forms |
• | | Make purchases and redemptions |
Visit delawarefunds.com/account-access.
Macquarie Asset Management (MAM) offers a diverse range of products including securities investment management, infrastructure and real asset management, and fund and equity-based structured products. MIM is the marketing name for certain companies comprising the asset management division of Macquarie Group. This includes the following registered investment advisers: Macquarie Investment Management Business Trust (MIMBT), Macquarie Funds Management Hong Kong Limited, Macquarie Investment Management Austria Kapitalanlage AG, Macquarie Investment Management Global Limited, Macquarie Investment Management Europe Limited, and Macquarie Capital Investment Management LLC.
The Fund is distributed byDelaware Distributors, L.P. (DDLP), an affiliate of MIMBT and Macquarie Group Limited.
Other than Macquarie Bank Limited (MBL), none of the entities noted are authorized deposit-taking institutions for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these entities do not represent deposits or other liabilities of MBL. MBL does not guarantee or otherwise provide assurance in respect of the obligations of these entities, unless noted otherwise. The Fund is governed by US laws and regulations.
Unless otherwise noted, views expressed herein are current as of Nov. 30, 2018, and subject to change for events occurring after such date.
The Fund is not FDIC insured and is not guaranteed. It is possible to lose the principal amount invested.
Advisory services provided by Delaware Management Company, a series of MIMBT, a US registered investment advisor.
All third-party marks cited are the property of their respective owners.
© 2019 Macquarie Management Holdings, Inc.
Portfolio management review
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Delaware Value® Fund | | December 11, 2018 |
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Performance preview (for the year ended November 30, 2018) | | | | | | | | |
Delaware Value Fund (Institutional Class shares) | | | 1-year return | | | | +7.36% | |
Delaware Value Fund (Class A shares) | | | 1-year return | | | | +7.10% | |
Russell 1000® Value Index (benchmark) | | | 1-year return | | | | +2.96% | |
Past performance does not guarantee future results.
For complete, annualized performance for Delaware Value Fund, please see the table on page 4.
Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to certain eligible investors. In addition, Institutional Class shares pay no distribution and service fee.
The performance of Class A shares excludes the applicable sales charge. Both Institutional Class shares and Class A shares reflect the reinvestment of all distributions.
Please see page 6 for a description of the index. Index performance returns do not reflect any management fees, transaction costs, or expenses. Indices are unmanaged and one cannot invest directly in an index.
US stock prices moved higher during the Fund’s fiscal year ended Nov. 30, 2018, accompanied by an increase in volatility. There were four corrective phases in the broad-market S&P 500® Index, each between-6% and-10%, during the12-month period. While it’s difficult, in our view, to pinpoint the reasons — perhaps volatility had simply been too low for too long — several developments appeared to put investors on edge, including rising interest rates, a more-restrictive global trade environment, concern about rising deficits and debt, waning US Federal Reserve stimulus, and the potential for higher inflation.
Early in the Fund’s fiscal year, Congressional Republicans passed their tax bill, which was signed into law in December 2017. The market’s reaction was generally positive as investors appeared to discount a boost in corporate earnings that could result from a lower tax rate. The Federal Open Market Committee (FOMC) implemented four quarter-point rate increases during the period, three of which occurred under its new chair, Jerome Powell. These increases raised the federal funds rate target range to 2.00%–2.25%. The economy appeared on solid footing throughout the fiscal year as evidenced by higher growth of real gross domestic product (GDP, a measure of goods and services a nation produces), robust consumer sentiment, very low unemployment, a surge in corporate earnings, and rising business investment.
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Throughout the fiscal year, we maintained our value-oriented approach to managing the Fund. In all market conditions, we try to look past the market’s short-term concerns about companies and focus on their long-term revenue, earnings, and cash-flow potential. Although high valuations have tempered our performance expectations for the US equity market, our long-term outlook for stocks — especially those value-oriented, higher-quality stocks that we emphasize in the Fund — remains positive. | | |
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Portfolio management review
Delaware Value® Fund
Longer-term interest rates rose during the12-month period. The yield on the benchmark10-year Treasury note settled at 3.01%, up from 2.39% when the fiscal year began. Notably, the yield curve continued to flatten as the spread between the2-year and10-year Treasury notes fell to 0.19% from 0.62% a year earlier. The spread had not dipped below 0.50% since 2007. Additionally, the average interest rate for a30-year fixed mortgage climbed to 4.8% from 3.9%, a level not reached in more than seven years. (Sources: FactSet, Dow Jones, Freddie Mac).
Crude oil prices fell sharply toward the end of the fiscal period and were down more than-30% from their October 2018 highs. The price decline for the fiscal year was more modest, around-8%, as Brent crude settled at $58.71 a barrel. (Source: U.S. Energy Information Administration.) Several developments put renewed pressure on oil prices, including investors’ fears about slowing global growth, higher production from Iran following the Trump Administration’s sanction waivers, rising crude inventories, and negative market psychology arising from low takeaway capacity in the Permian Basin.
Within the Fund
For the fiscal year ended Nov. 30, 2018, Delaware Value Fund outperformed its benchmark, the Russell 1000 Value Index. The Fund’s Institutional Class shares gained 7.36%. The Fund’s Class A shares rose 7.10% at net asset value (NAV) and rose 0.94% at maximum offer price. These figures reflect reinvestment of all distributions. During the same period, the Fund’s benchmark gained 2.96%. For complete, annualized performance of Delaware Value Fund, please see the table on page 4.
Stock selection and an overweight allocation in the healthcare sector made strong contributions to the Fund’s relative returns. Pharmacy benefit managerExpress Scripts Holding Co.led performance in the sector and in the Fund.
Investors have generally reacted positively to the pending acquisition of Express Scripts by Cigna Corp., which seeks to expand its customer base, provide a wider array of services, and position itself to further deliver on cost containment.
Investments in the information technology and energy sectors also made large contributions to relative performance. The Fund’s position inCA Technologies,a provider of IT management software and solutions, led the way in technology. In July, the company agreed to be acquired by semiconductor developer Broadcom in anall-cash deal worth $18.9 billion — a premium to CA Technologies’ share price at that time.
In energy, exploration and production (E&P) companyConocoPhillipswas a significant contributor to the Fund’s performance. The company continued to benefit from moves it has made to strengthen its finances and improve efficiency, including selling off less-productive assets, reducing debt, and focusing its production in several US shale basins. Additionally, break-even costs have continued to trend lower.
Stock selection in the utilities sector hurt the Fund’s relative performance the most during the12-month period. The Fund’s one holding in the sector, Southern California-basedEdison International,was weakest among all holdings. Its shares fell in response to investors’ concerns about liabilities associated with the wildfires in its service area. Specifically, there were fears of a potential dividend cut and the possibility of unlimited liability because recently passed legislation did not address wildfire damages for 2018. Despite the scale and destruction of the Woolsey fire, we don’t think that the potential liability would be large enough to force a dividend cut. Additionally, the California Public Utility Commission (CPUC) indicated it would cap the amount of wildfire expenses the utility could pay. We believe the market has overly discounted Edison International’s current and future wildfire liability risk. That said, we will continue to closely
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monitor the stock’s valuation, the California utility business environment, and any company-specific changes.
Halliburton Co., a provider of energy services, was a significant detractor from the Fund’s performance. The company’s operations have remained under pressure as international markets have been slow to recover, E&P budgets in the United States have been pared back, and activity levels have fallen (notably in the Permian Basin). To this last point, thebuild-out of pipelines and other infrastructure in the Permian Basin appears likely to lead to a rebound in activity levels, in our view.
Another notable detractor for the Fund during the fiscal year was diversified chemical manufacturerDowDuPont Inc.The company has faced higher cost pressures, mostly from rising input prices, as well as foreign-exchange headwinds. Since approximatelytwo-thirds of DowDuPont’s revenue comes from outside the US, we believe rising trade tensions and potential tariffs have likely weighed on its shares as well.
During the fiscal year, there was one full position sale and purchase in the Fund. We exited the Fund’s position in integrated oil companyChevron Corp., reducing our target weight in the energy sector to 12%. A longtime Fund holding that had been a solid performer, Chevron’s shares were near theirall-time high reached in 2014 before theoil-market correction, and within 10%
of our price target. We used the proceeds of this sale to purchaseAmerican International Group Inc. (AIG), a leading global multi-line insurer that we found attractively valued. AIG has significantly changed since it nearly went bankrupt during the global financial crisis. More recently, AIG has faced new challenges owing to poor underwriting in its core property and casualty business. This led to significant reserve charges and turnover in senior- andmid-level management. Consequently, financial and share-price performance was weak relative to peers. Valuation looked attractive to us and a new, highly regarded management team took steps to improve balance-sheet strength and underwriting discipline. In our view, AIG offers attractive upside potential if it can deliver on its business turnaround. The purchase raised the Fund’s target weight in the financial sector to 15%.
Throughout the fiscal year, we maintained our value-oriented approach to managing the Fund. In all market conditions, we try to look past the market’s short-term concerns about companies and focus on their long-term revenue, earnings, and cash-flow potential. Although high valuations have tempered our performance expectations for the US equity market, our long-term outlook for stocks — especially those value-oriented, higher-quality stocks that we emphasize in the Fund — remains positive.
3
Performance summary
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Delaware Value® Fund | | November 30, 2018 |
The performance quoted represents past performance and does not guarantee future results. Investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 800523-1918 or visiting delawarefunds.com/performance.
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Fund and benchmark performance1,2 | | Average annual total returns through November 30, 2018 | |
| | | | |
| | | 1 year | | | | 5 years | | | | 10 years | | | | Lifetime | |
Class A (Est. Sept. 15, 1998) | | | | | | | | | | | | | | | | |
Excluding sales charge | | | +7.10% | | | | +9.35% | | | | +13.75% | | | | +7.76% | |
Including sales charge | | | +0.94% | | | | +8.06% | | | | +13.08% | | | | +7.45% | |
| | | | | |
Class C (Est. May 1, 2002) | | | | | | | | | | | | | | | | |
Excluding sales charge | | | +6.29% | | | | +8.54% | | | | +12.89% | | | | +6.99% | |
Including sales charge | | | +5.29% | | | | +8.54% | | | | +12.89% | | | | +6.99% | |
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Class R (Est. Sept. 1, 2005) | | | | | | | | | | | | | | | | |
Excluding sales charge | | | +6.82% | | | | +9.07% | | | | +13.46% | | | | +7.84% | |
Including sales charge | | | +6.82% | | | | +9.07% | | | | +13.46% | | | | +7.84% | |
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Institutional Class (Est. Sept. 15, 1998) | | | | | | | | | | | | | | | | |
Excluding sales charge | | | +7.36% | | | | +9.63% | | | | +14.02% | | | | +7.98% | |
Including sales charge | | | +7.36% | | | | +9.63% | | | | +14.02% | | | | +7.98% | |
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Class R6 (Est. May 2, 2016) | | | | | | | | | | | | | | | | |
Excluding sales charge | | | +7.46% | | | | n/a | | | | n/a | | | | +10.78% | |
Including sales charge | | | +7.46% | | | | n/a | | | | n/a | | | | +10.78% | |
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Russell 1000 Value Index | | | +2.96% | | | | +8.65% | | | | +12.46% | | | | +7.45%* | |
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*The benchmark lifetime return is for Institutional Class share comparison only and is calculated using the last business day in the month of the Fund’s Institutional Class inception date.
1Returns reflect the reinvestment of all distributions and are presented both with and without the applicable sales charges described below. Returns do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.
Expense limitations were in effect for certain classes during some or all of the periods shown in the “Fund and benchmark performance” table. Expenses for each class are listed on the “Fund expense ratios” table on page 5. Performance would have been lower had expense limitations not been in effect.
Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to certain eligible investors. In addition, Institutional Class shares pay no distribution and service fee.
Class A shares are sold with a maximumfront-end sales charge of 5.75%, and have an annual distribution and service fee of 0.25% of average daily net assets. The Board has adopted a formula for calculating12b-1 plan fees for the Fund’s Class A shares. The Fund’s Class A shares are currently subject to a blended12b-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) 0.25% of average daily net assets representing shares acquired on or after May 2, 1994. All Class A shares currently bear
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12b-1 fees at the same rate, the blended rate, currently 0.25% of average daily net assets, based on the formula described above. This method of calculating Class A12b-1 fees may be discontinued at the sole discretion of the Board. Performance for Class A shares, excluding sales charges, assumes that nofront-end sales charge applied.
Class C shares are sold with a contingent deferred sales charge of 1.00% if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1.00% of average daily net assets. Performance for Class C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or that the investment was not redeemed.
Class R shares are available only for certain retirement plan products. They are sold without a sales charge and have an annual distribution and service fee of 0.50% of average daily net assets.
Class R6 shares are available only to certain investors. In addition, Class R6 shares do not pay any service fees,sub-accounting fees, and/orsub-transfer agency fees to any brokers, dealers, or other financial intermediaries. Class R6 shares pay no distribution and service fee.
Holding a relatively concentrated portfolio of a limited number of securities may increase risk because each investment has a greater effect on the Fund’s overall performance than would be the case for a more diversified fund.
2The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table. Please see the “Financial highlights” section in this report for the most recent expense ratios.
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Fund expense ratios | | Class A | | Class C | | Class R | | Institutional Class | | Class R6 |
Total annual operating expenses (without fee waivers) | | 0.95% | | 1.70% | | 1.20% | | 0.70% | | 0.60% |
Net expenses (including fee waivers, if any) | | 0.95% | | 1.70% | | 1.20% | | 0.70% | | 0.60% |
Type of waiver | | n/a | | n/a | | n/a | | n/a | | n/a |
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Performance summary
Delaware Value® Fund
Performance of a $10,000 investment1
Average annual total returns from Nov. 30, 2008 through Nov. 30, 2018
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For the period beginning Nov. 30, 2008 through Nov. 30, 2018 | | Starting value | | | Ending value | |
Delaware Value Fund — Institutional Class shares | | | $10,000 | | | | $37,141 | |
Delaware Value Fund — Class A shares | | | $9,425 | | | | $34,183 | |
Russell 1000 Value Index | | | $10,000 | | | | $32,361 | |
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1The “Performance of a $10,000 investment” graph assumes $10,000 invested in Institutional Class and Class A shares of the Fund on Nov. 30, 2008, and includes the effect of a 5.75%front-end sales charge (for Class A shares) and the reinvestment of all distributions. The graph does not reflect the deduction of taxes the shareholders would pay on Fund distributions or redemptions of Fund shares. Expense limitations were in effect for some or all of the periods shown. Performance would have been lower had expense limitations not been in effect. Expenses are listed in the “Fund expense ratios” table on page 5. Please note additional details on pages 4 through 7.
The graph also assumes $10,000 invested in the Russell 1000 Value Index as of Nov. 30, 2008. The Russell 1000 Value Index measures the performance of thelarge-cap value segment of the US equity universe. It includes those Russell 1000 companies with lowerprice-to-book ratios and lower forecasted growth values.
The S&P 500 Index, mentioned on page 1, measures the performance of 500 mostlylarge-cap stocks weighted by market value, and is often used to represent performance of the US stock market.
Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell® is a trademark of the Frank Russell Company.
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.
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| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Nasdaq symbols | | | | CUSIPs | | |
Class A | | | | | | | | | | | | | | DDVAX | | | | 24610C881 | | |
Class C | | | | | | | | | | | | | | DDVCX | | | | 24610C865 | | |
Class R | | | | | | | | | | | | | | DDVRX | | | | 245907860 | | |
Institutional Class | | | | | | | | | | | | | | DDVIX | | | | 24610C857 | | |
Class R6 | | | | | | | | | | | | | | DDZRX | | | | 24610C840 | | |
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Disclosure of Fund expenses
For thesix-month period from June 1, 2018 to November 30, 2018 (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 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 entiresix-month period from June 1, 2018 to Nov. 30, 2018.
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 assume reinvestment of all dividends and distributions.
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Delaware Value® Fund
Expense analysis of an investment of $1,000
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| | Beginning Account Value 6/1/18 | | Ending Account Value 11/30/18 | | Annualized Expense Ratio | | Expenses Paid During Period 6/1/18 to 11/30/18* |
Actual Fund return† |
Class A | | $1,000.00 | | $1,031.00 | | 0.92% | | $4.68 |
Class C | | 1,000.00 | | 1,027.40 | | 1.67% | | 8.49 |
Class R | | 1,000.00 | | 1,029.60 | | 1.17% | | 5.95 |
Institutional Class | | 1,000.00 | | 1,032.20 | | 0.67% | | 3.41 |
Class R6 | | 1,000.00 | | 1,032.70 | | 0.57% | | 2.90 |
|
Hypothetical 5% return(5% return before expenses) |
Class A | | $1,000.00 | | $1,020.46 | | 0.92% | | $4.66 |
Class C | | 1,000.00 | | 1,016.70 | | 1.67% | | 8.44 |
Class R | | 1,000.00 | | 1,019.20 | | 1.17% | | 5.92 |
Institutional Class | | 1,000.00 | | 1,021.71 | | 0.67% | | 3.40 |
Class R6 | | 1,000.00 | | 1,022.21 | | 0.57% | | 2.89 |
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*“Expenses Paid During Period” are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect theone-half year period).
†Because actual returns reflect only the most recentsix-month period, the returns shown may differ significantly from fiscal year returns.
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| | |
Security type / sector allocation and top 10 equity holdings | | |
Delaware Value® Fund | | As of November 30, 2018(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.
| | |
Security type / sector | | Percentage of net assets |
Common Stock² | | 95.88% |
Communication Services | | 6.10% |
Consumer Discretionary | | 6.10% |
Consumer Staples | | 5.89% |
Energy | | 11.22% |
Financials | | 15.00% |
Healthcare | | 25.04% |
Industrials | | 8.66% |
Information Technology | | 9.03% |
Materials | | 2.92% |
Real Estate | | 3.15% |
Utilities | | 2.77% |
|
Short-Term Investments | | 3.87% |
|
Total Value of Securities | | 99.75% |
|
Receivables and Other Assets Net of Liabilities | | 0.25% |
|
Total Net Assets | | 100.00% |
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² Narrow industries are utilized for compliance purposes for diversification whereas broad sectors are used for financial reporting.
To monitor compliance with the Fund’s concentration guidelines as described in the Fund’s prospectus and statement of additional information, the Healthcare sector (as disclosed herein for financial reporting purposes) is subdivided into a variety of “industries” (in accordance with the requirements of the Investment Company Act of 1940). The Healthcare sector consisted of healthcare products, healthcare services, and pharmaceuticals. As of Nov. 30, 2018, such amounts, as a percentage of total net assets were 3.22%, 2.74%, and 19.08%, respectively. The percentage in any such single industry will comply with the Fund’s concentration policy even if the percentage in the Healthcare sector for financial reporting purposes may exceed 25%.
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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 |
Merck & Co. | | 3.26% |
Pfizer | | 3.26% |
Express Scripts Holding | | 3.22% |
Abbott Laboratories | | 3.21% |
Johnson & Johnson | | 3.15% |
Equity Residential | | 3.14% |
CVS Health | | 3.13% |
Verizon Communications | | 3.13% |
Bank of New York Mellon | | 3.11% |
Waste Management | | 3.11% |
|
11
Schedule of investments
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Delaware Value® Fund | | November 30, 2018 |
| | | | | | | | |
| | Number of shares | | | Value (US $) | |
Common Stock – 95.88%² | | | | | | | | |
| |
Communication Services – 6.10% | | | | | | | | |
AT&T | | | 13,104,008 | | | $ | 409,369,210 | |
Verizon Communications | | | 7,160,033 | | | | 431,749,990 | |
| | | | | | | | |
| | | | | | | 841,119,200 | |
| | | | | | | | |
Consumer Discretionary – 6.10% | | | | | | | | |
Dollar Tree † | | | 4,893,358 | | | | 424,596,674 | |
Lowe’s | | | 4,410,266 | | | | 416,196,802 | |
| | | | | | | | |
| | | | | | | 840,793,476 | |
| | | | | | | | |
Consumer Staples – 5.89% | | | | | | | | |
Archer-Daniels-Midland | | | 8,344,637 | | | | 384,020,195 | |
Mondelez International Class A | | | 9,517,960 | | | | 428,117,841 | |
| | | | | | | | |
| | | | | | | 812,138,036 | |
| | | | | | | | |
Energy – 11.22% | | | | | | | | |
ConocoPhillips | | | 5,920,284 | | | | 391,804,395 | |
Halliburton | | | 11,552,399 | | | | 363,091,901 | |
Marathon Oil | | | 23,273,400 | | | | 388,433,046 | |
Occidental Petroleum | | | 5,738,022 | | | | 403,210,806 | |
| | | | | | | | |
| | | | | | | 1,546,540,148 | |
| | | | | | | | |
Financials – 15.00% | | | | | | | | |
Allstate | | | 4,440,482 | | | | 396,046,590 | |
American International Group | | | 9,095,300 | | | | 393,371,725 | |
Bank of New York Mellon | | | 8,367,274 | | | | 429,324,829 | |
BB&T | | | 8,235,123 | | | | 420,814,785 | |
Marsh & McLennan | | | 4,827,487 | | | | 428,198,097 | |
| | | | | | | | |
| | | | | | | 2,067,756,026 | |
| | | | | | | | |
Healthcare – 25.04% | | | | | | | | |
Abbott Laboratories | | | 5,984,200 | | | | 443,130,010 | |
Cardinal Health | | | 7,696,344 | | | | 421,990,541 | |
CVS Health | | | 5,387,202 | | | | 432,053,600 | |
Express Scripts Holding † | | | 4,376,775 | | | | 444,111,359 | |
Johnson & Johnson | | | 2,953,012 | | | | 433,797,463 | |
Merck & Co. | | | 5,667,942 | | | | 449,694,518 | |
Pfizer | | | 9,712,058 | | | | 448,988,441 | |
Quest Diagnostics | | | 4,267,685 | | | | 377,988,860 | |
| | | | | | | | |
| | | | | | | 3,451,754,792 | |
| | | | | | | | |
Industrials – 8.66% | | | | | | | | |
Northrop Grumman | | | 1,431,462 | | | | 372,008,345 | |
Raytheon | | | 2,245,634 | | | | 393,749,466 | |
Waste Management | | | 4,572,499 | | | | 428,671,781 | |
| | | | | | | | |
| | | | | | | 1,194,429,592 | |
| | | | | | | | |
Information Technology – 9.03% | | | | | | | | |
Cisco Systems | | | 8,667,647 | | | | 414,920,262 | |
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| | | | | | | | |
| | Number of shares | | | Value (US $) | |
Common Stock² (continued) | | | | | | | | |
| |
Information Technology (continued) | | | | | | | | |
Intel | | | 8,690,829 | | | $ | 428,544,778 | |
Oracle | | | 8,242,600 | | | | 401,909,176 | |
| | | | | | | | |
| | | | | | | 1,245,374,216 | |
| | | | | | | | |
Materials – 2.92% | | | | | | | | |
DowDuPont | | | 6,964,753 | | | | 402,910,961 | |
| | | | | | | | |
| | | | | | | 402,910,961 | |
| | | | | | | | |
Real Estate – 3.15% | | | | | | | | |
Equity Residential | | | 6,084,100 | | | | 433,492,125 | |
| | | | | | | | |
| | | | | | | 433,492,125 | |
| | | | | | | | |
Utilities – 2.77% | | | | | | | | |
Edison International | | | 6,912,000 | | | | 382,371,840 | |
| | | | | | | | |
| | | | | | | 382,371,840 | |
| | | | | | | | |
Total Common Stock(cost $9,652,408,443) | | | | | | | 13,218,680,412 | |
| | | | | | | | |
| | |
| | Principal amount° | | | | |
Short-Term Investments – 3.87% | | | | | | | | |
| |
Discount Note – 1.28%≠ | | | | | | | | |
Federal Home Loan Bank 1.333% 12/3/18 | | | 176,590,626 | | | | 176,590,626 | |
| | | | | | | | |
| | | | | | | 176,590,626 | |
| | | | | | | | |
Repurchase Agreements – 2.59% | | | | | | | | |
Bank of America Merrill Lynch 2.20%, dated 11/30/18, to be repurchased on 12/3/18, repurchase price $43,078,781 (collateralized by US government obligations 1.50%–1.75% 12/31/20–2/28/23; market value $43,932,327) | | | 43,070,884 | | | | 43,070,884 | |
Bank of Montreal 2.15%, dated 11/30/18, to be repurchased on 12/3/18, repurchase price $118,466,153 (collateralized by US government obligations 0.00%–3.75% 12/6/18–11/15/47; market value $120,813,831) | | | 118,444,932 | | | | 118,444,932 | |
BNP Paribas 2.25%, dated 11/30/18, to be repurchased on 12/3/18, repurchase price $194,807,796 (collateralized by US government obligations 0.00%–2.875% 3/31/20–8/15/46; market value $198,666,736) | | | 194,771,277 | | | | 194,771,277 | |
| | | | | | | | |
| | | | | | | 356,287,093 | |
| | | | | | | | |
Total Short-Term Investments(cost $532,858,097) | | | | | | | 532,877,719 | |
| | | | | | | | |
| | |
Total Value of Securities – 99.75% (cost $10,185,266,540) | | | | | | $ | 13,751,558,131 | |
| | | | | | | | |
13
Schedule of investments
Delaware Value® Fund
² | Narrow industries are utilized for compliance purposes for diversification whereas broad sectors are used for financial reporting. |
≠ | The rate shown is the effective yield at the time of purchase. |
° | Principal amount shown is stated in USD unless noted that the security is denominated in another currency. |
† | Non-income producing security. |
Summary of abbreviations:
USD – US Dollar
See accompanying notes, which are an integral part of the financial statements.
14
Statement of assets and liabilities
| | |
Delaware Value® Fund | | November 30, 2018 |
| | | | |
Assets: | | | | |
Investments, at value1 | | $ | 13,751,558,131 | |
Receivable for fund shares sold | | | 46,352,771 | |
Dividends and interest receivable | | | 26,060,896 | |
Receivable for securities sold | | | 1,249,818 | |
| | | | |
Total assets | | | 13,825,221,616 | |
| | | | |
Liabilities: | | | | |
Cash overdraft | | | 231,116 | |
Payable for securities purchased | | | 15,499,938 | |
Payable for fund shares redeemed | | | 13,181,200 | |
Investment management fees payable to affiliates | | | 5,732,130 | |
Dividend disbursing and transfer agent fees and expenses payable tonon-affiliates | | | 2,597,889 | |
Distribution fees payable to affiliates | | | 922,522 | |
Other accrued expenses | | | 629,036 | |
Dividend disbursing and transfer agent fees and expenses payable to affiliates | | | 111,123 | |
Trustees’ fees and expenses payable to affiliates | | | 104,969 | |
Accounting and administration expenses payable to affiliates | | | 42,684 | |
Legal fees payable to affiliates | | | 21,468 | |
Reports and statements to shareholders expenses payable to affiliates | | | 11,857 | |
| | | | |
Total liabilities | | | 39,085,932 | |
| | | | |
Total Net Assets | | $ | 13,786,135,684 | |
| | | | |
| |
Net Assets Consist of: | | | | |
Paid-in capital | | $ | 9,669,021,364 | |
Total distributable earnings (loss) | | | 4,117,114,320 | |
| | | | |
Total Net Assets | | $ | 13,786,135,684 | |
| | | | |
15
Statement of assets and liabilities
Delaware Value® Fund
| | | | |
Net Asset Value | | | | |
Class A: | | | | |
Net assets | | $ | 2,135,717,276 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | | | 95,806,124 | |
Net asset value per share | | $ | 22.29 | |
Sales charge | | | 5.75 | % |
Offering price per share, equal to net asset value per share / (1 – sales charge) | | $ | 23.65 | |
| |
Class C: | | | | |
Net assets | | $ | 545,157,339 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | | | 24,526,981 | |
Net asset value per share | | $ | 22.23 | |
| |
Class R: | | | | |
Net assets | | $ | 116,329,568 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | | | 5,222,678 | |
Net asset value per share | | $ | 22.27 | |
| |
Institutional Class: | | | | |
Net assets | | $ | 10,406,840,049 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | | | 466,700,077 | |
Net asset value per share | | $ | 22.30 | |
| |
Class R6: | | | | |
Net assets | | $ | 582,091,452 | |
Shares of beneficial interest outstanding, unlimited authorization, no par | | | 26,101,933 | |
Net asset value per share | | $ | 22.30 | |
1Investments, at cost | | $ | 10,185,266,540 | |
See accompanying notes, which are an integral part of the financial statements.
16
Statement of operations
| | |
Delaware Value® Fund | | Year ended November 30, 2018 |
| | | | |
Investment Income: | | | | |
Dividends | | $ | 305,461,431 | |
Interest | | | 2,771,030 | |
| | | | |
| | | 308,232,461 | |
| | | | |
Expenses: | | | | |
Management fees | | | 67,158,655 | |
Distribution expenses – Class A | | | 5,589,947 | |
Distribution expenses – Class C | | | 5,650,456 | |
Distribution expenses – Class R | | | 681,602 | |
Dividend disbursing and transfer agent fees and expenses | | | 16,158,057 | |
Accounting and administration expenses | | | 2,345,125 | |
Reports and statements to shareholders expenses | | | 810,169 | |
Trustees’ fees and expenses | | | 619,254 | |
Legal fees | | | 612,238 | |
Registration fees | | | 371,178 | |
Custodian fees | | | 294,782 | |
Audit and tax fees | | | 35,800 | |
Other | | | 309,871 | |
| | | | |
| | | 100,637,134 | |
Less expenses paid indirectly | | | (24,395 | ) |
| | | | |
Total operating expenses | | | 100,612,739 | |
| | | | |
Net Investment Income | | | 207,619,722 | |
| | | | |
| |
Net Realized and Unrealized Gain: | | | | |
Net realized gain on investments | | | 523,443,267 | |
Net change in unrealized appreciation (depreciation) of investments | | | 185,716,516 | |
| | | | |
Net Realized and Unrealized Gain | | | 709,159,783 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 916,779,505 | |
| | | | |
See accompanying notes, which are an integral part of the financial statements.
17
Statements of changes in net assets
Delaware Value® Fund
| | | | | | | | |
| | Year ended | |
| | 11/30/18 | | | 11/30/17 | |
Increase in Net Assets from Operations: | | | | | | | | |
Net investment income | | $ | 207,619,722 | | | $ | 216,915,719 | |
Net realized gain | | | 523,443,267 | | | | 299,686,219 | |
Net change in unrealized appreciation (depreciation) | | | 185,716,516 | | | | 1,150,972,891 | |
| | | | | | | | |
Net increase in net assets resulting from operations | | | 916,779,505 | | | | 1,667,574,829 | |
| | | | | | | | |
| | |
Dividends and Distributions to Shareholders from: | | | | | | | | |
Distributable earnings*: | | | | | | | | |
Class A | | | (90,073,096 | ) | | | (77,962,080 | ) |
Class C | | | (18,334,706 | ) | | | (11,486,945 | ) |
Class R | | | (5,523,492 | ) | | | (3,330,140 | ) |
Institutional Class | | | (384,849,452 | ) | | | (232,942,425 | ) |
Class R6 | | | (14,056,961 | ) | | | (2,437,062 | ) |
| | | | | | | | |
| | | (512,837,707 | ) | | | (328,158,652 | ) |
| | | | | | | | |
Capital Share Transactions: | | | | | | | | |
Proceeds from shares sold: | | | | | | | | |
Class A | | | 286,545,445 | | | | 449,459,363 | |
Class C | | | 58,533,345 | | | | 26,452,329 | |
Class R | | | 27,476,260 | | | | 54,202,112 | |
Institutional Class | | | 3,402,163,441 | | | | 3,794,049,428 | |
Class R6 | | | 357,871,953 | | | | 278,866,747 | |
| | |
Net asset value of shares issued upon reinvestment of dividends and distributions: | | | | | | | | |
Class A | | | 87,199,952 | | | | 75,034,174 | |
Class C | | | 17,471,179 | | | | 10,836,700 | |
Class R | | | 5,508,322 | | | | 3,318,362 | |
Institutional Class | | | 358,423,181 | | | | 217,455,536 | |
Class R6 | | | 13,835,974 | | | | 2,437,062 | |
| | | | | | | | |
| | | 4,615,029,052 | | | | 4,912,111,813 | |
| | | | | | | | |
18
| | | | | | | | |
| | Year ended | |
| | 11/30/18 | | | 11/30/17 | |
Capital Share Transactions (continued): | | | | | | | | |
Cost of shares redeemed: | | | | | | | | |
Class A | | $ | (701,697,151 | ) | | $ | (2,342,022,683 | ) |
Class C | | | (156,119,824 | ) | | | (316,050,970 | ) |
Class R | | | (91,542,974 | ) | | | (89,230,085 | ) |
Institutional Class | | | (2,898,608,327 | ) | | | (4,593,736,571 | ) |
Class R6 | | | (74,570,266 | ) | | | (28,232,162 | ) |
| | | | | | | | |
| | | (3,922,538,542 | ) | | | (7,369,272,471 | ) |
| | | | | | | | |
| | |
Increase (decrease) in net assets derived from capital share transactions | | | 692,490,510 | | | | (2,457,160,658 | ) |
| | | | | | | | |
Net Increase (Decrease) in Net Assets | | | 1,096,432,308 | | | | (1,117,744,481 | ) |
| | |
Net Assets: | | | | | | | | |
Beginning of year | | | 12,689,703,376 | | | | 13,807,447,857 | |
| | | | | | | | |
End of year1 | | $ | 13,786,135,684 | | | $ | 12,689,703,376 | |
| | | | | | | | |
1 | Net Assets – End of year includes undistributed net investment income of $43,437,996 in 2017. The Securities and Exchange Commission eliminated the requirement to disclose undistributed (distributions in excess of) net investment income in 2018. |
* | For the year ended Nov. 30, 2018, the Fund has adopted amendments to RegulationS-X (see Note 12 in “Notes to financial statements”). For the year ended Nov. 30, 2017, the dividends and distributions to shareholders were as follows: |
| | | | | | | | | | | | | | | | | | | | |
| | Class A | | | Class C | | | Class R | | | Institutional Class | | | Class R6 | |
Dividends from net investment income | | $ | (46,154,015 | ) | | $ | (4,972,550 | ) | | $ | (2,014,628 | ) | | $ | (158,740,542 | ) | | $ | (2,387,072 | ) |
Distributions from net realized gains | | | (31,808,065 | ) | | | (6,514,395 | ) | | | (1,315,512 | ) | | | (74,201,883 | ) | | | (49,990 | ) |
See accompanying notes, which are an integral part of the financial statements.
19
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 |
Ratio of net investment income to average net assets |
Portfolio turnover |
1 | The average shares outstanding method has been applied for per share information. |
2 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. |
See accompanying notes, which are an integral part of the financial statements.
20
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Year ended | | | | | | | |
| | | | |
| | 11/30/18 | | | 11/30/17 | | | 11/30/16 | | | 11/30/15 | | | 11/30/14 | |
| |
| | $ | 21.63 | | | $ | 19.56 | | | $ | 18.15 | | | $ | 18.20 | | | $ | 16.06 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | 0.32 | | | | 0.29 | | | | 0.30 | | | | 0.30 | | | | 0.26 | |
| | | 1.19 | | | | 2.23 | | | | 1.65 | | | | (0.08 | ) | | | 2.12 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 1.51 | | | | 2.52 | | | | 1.95 | | | | 0.22 | | | | 2.38 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | (0.33 | ) | | | (0.29 | ) | | | (0.30 | ) | | | (0.27 | ) | | | (0.24 | ) |
| | | (0.52 | ) | | | (0.16 | ) | | | (0.24 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | (0.85 | ) | | | (0.45 | ) | | | (0.54 | ) | | | (0.27 | ) | | | (0.24 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | $ | 22.29 | | | $ | 21.63 | | | $ | 19.56 | | | $ | 18.15 | | | $ | 18.20 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | 7.10% | | | | 13.05% | | | | 11.02% | | | | 1.21% | | | | 14.92% | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 2,135,717 | | | $ | 2,392,927 | | | $ | 3,928,981 | | | $ | 2,922,966 | | | $ | 2,410,759 | |
| | | 0.93% | | | | 0.95% | | | | 0.97% | | | | 0.98% | | | | 0.98% | |
| | | 1.44% | | | | 1.43% | | | | 1.64% | | | | 1.63% | | | | 1.51% | |
| | | 20% | | | | 16% | | | | 9% | | | | 12% | | | | 7% | |
|
| |
21
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 |
Ratio of net investment income to average net assets |
Portfolio turnover |
1 | The average shares outstanding method has been applied for per share information. |
2 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. |
See accompanying notes, which are an integral part of the financial statements.
22
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Year ended | | | | | | | |
| | | | |
| | 11/30/18 | | | 11/30/17 | | | 11/30/16 | | | 11/30/15 | | | 11/30/14 | |
| |
| | $ | 21.57 | | | $ | 19.50 | | | $ | 18.10 | | | $ | 18.15 | | | $ | 16.01 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | 0.15 | | | | 0.14 | | | | 0.17 | | | | 0.16 | | | | 0.13 | |
| | | 1.18 | | | | 2.23 | | | | 1.63 | | | | (0.08 | ) | | | 2.12 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 1.33 | | | | 2.37 | | | | 1.80 | | | | 0.08 | | | | 2.25 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | (0.15 | ) | | | (0.14 | ) | | | (0.16 | ) | | | (0.13 | ) | | | (0.11 | ) |
| | | (0.52 | ) | | | (0.16 | ) | | | (0.24 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | (0.67 | ) | | | (0.30 | ) | | | (0.40 | ) | | | (0.13 | ) | | | (0.11 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | $ | 22.23 | | | $ | 21.57 | | | $ | 19.50 | | | $ | 18.10 | | | $ | 18.15 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | 6.29% | | | | 12.26% | | | | 10.18% | | | | 0.45% | | | | 14.10% | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 545,157 | | | $ | 607,974 | | | $ | 818,879 | | | $ | 622,246 | | | $ | 415,076 | |
| | | 1.68% | | | | 1.70% | | | | 1.72% | | | | 1.73% | | | | 1.74% | |
| | | 0.69% | | | | 0.68% | | | | 0.89% | | | | 0.88% | | | | 0.75% | |
| | | 20% | | | | 16% | | | | 9% | | | | 12% | | | | 7% | |
| |
23
Financial highlights
Delaware Value® Fund Class R
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
Net asset value, beginning of period |
|
Income (loss) from investment operations: |
Net investment 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 |
Ratio of net investment income to average net assets |
Portfolio turnover |
1 | The average shares outstanding method has been applied for per share information. |
2 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. |
See accompanying notes, which are an integral part of the financial statements.
24
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Year ended | | | | | | | |
| | | | |
| | 11/30/18 | | | 11/30/17 | | | 11/30/16 | | | 11/30/15 | | | 11/30/14 | |
| |
| | $ | 21.61 | | | $ | 19.54 | | | $ | 18.14 | | | $ | 18.19 | | | $ | 16.05 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | 0.26 | | | | 0.24 | | | | 0.26 | �� | | | 0.25 | | | | 0.22 | |
| | | 1.19 | | | | 2.23 | | | | 1.63 | | | | (0.08 | ) | | | 2.11 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 1.45 | | | | 2.47 | | | | 1.89 | | | | 0.17 | | | | 2.33 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | (0.27 | ) | | | (0.24 | ) | | | (0.25 | ) | | | (0.22 | ) | | | (0.19 | ) |
| | | (0.52 | ) | | | (0.16 | ) | | | (0.24 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | (0.79 | ) | | | (0.40 | ) | | | (0.49 | ) | | | (0.22 | ) | | | (0.19 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | $ | 22.27 | | | $ | 21.61 | | | $ | 19.54 | | | $ | 18.14 | | | $ | 18.19 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | 6.82% | | | | 12.78% | | | | 10.70% | | | | 0.95% | | | | 14.63% | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 116,330 | | | $ | 170,221 | | | $ | 184,004 | | | $ | 113,080 | | | $ | 37,236 | |
| | | 1.18% | | | | 1.20% | | | | 1.22% | | | | 1.23% | | | | 1.24% | |
| | | 1.19% | | | | 1.18% | | | | 1.39% | | | | 1.38% | | | | 1.25% | |
| | | 20% | | | | 16% | | | | 9% | | | | 12% | | | | 7% | |
| |
25
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 |
Ratio of net investment income to average net assets |
Portfolio turnover |
1 | The average shares outstanding method has been applied for per share information. |
2 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. |
See accompanying notes, which are an integral part of the financial statements.
26
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Year ended | | | | | | | |
| | | | |
| | 11/30/18 | | | 11/30/17 | | | 11/30/16 | | | 11/30/15 | | | 11/30/14 | |
�� | |
| | $ | 21.64 | | | $ | 19.56 | | | $ | 18.16 | | | $ | 18.21 | | | $ | 16.06 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | 0.37 | | | | 0.34 | | | | 0.35 | | | | 0.34 | | | | 0.30 | |
| | | 1.19 | | | | 2.23 | | | | 1.63 | | | | (0.08 | ) | | | 2.13 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 1.56 | | | | 2.57 | | | | 1.98 | | | | 0.26 | | | | 2.43 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | (0.38 | ) | | | (0.33 | ) | | | (0.34 | ) | | | (0.31 | ) | | | (0.28 | ) |
| | | (0.52 | ) | | | (0.16 | ) | | | (0.24 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | (0.90 | ) | | | (0.49 | ) | | | (0.58 | ) | | | (0.31 | ) | | | (0.28 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | $ | 22.30 | | | $ | 21.64 | | | $ | 19.56 | | | $ | 18.16 | | | $ | 18.21 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | 7.36% | | | | 13.38% | | | | 11.23% | | | | 1.47% | | | | 15.26% | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 10,406,840 | | | $ | 9,242,253 | | | $ | 8,870,934 | | | $ | 5,802,261 | | | $ | 3,946,576 | |
| | | 0.68% | | | | 0.70% | | | | 0.72% | | | | 0.73% | | | | 0.74% | |
| | | 1.69% | | | | 1.68% | | | | 1.89% | | | | 1.88% | | | | 1.75% | |
| | | 20% | | | | 16% | | | | 9% | | | | 12% | | | | 7% | |
| |
27
Financial highlights
Delaware Value® Fund Class R6
Selected data for each share of the Fund outstanding throughout each period were as follows:
|
Net asset value, beginning of period |
|
Income from investment operations: |
Net investment income2 |
Net realized and unrealized gain |
|
Total from investment operations |
|
|
Less dividends and distributions from: |
Net investment income |
Net realized gain |
|
Total dividends and distributions |
|
|
Net asset value, end of period |
|
|
Total return3 |
|
Ratios and supplemental data: |
Net assets, end of period (000 omitted) |
Ratio of expenses to average net assets |
Ratio of net investment income to average net assets |
Portfolio turnover |
1 | Date of commencement of operations; ratios have been annualized and total return has not been annualized. |
2 | The average shares outstanding method has been applied for per share information. |
3 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. |
4 | Portfolio turnover is representative of the Fund for the entire year ended Nov. 30, 2016. |
See accompanying notes, which are an integral part of the financial statements.
28
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | 5/2/161 | |
| | Year ended | | | | | | to | |
| | 11/30/18 | | | | | | 11/30/17 | | | | | | 11/30/16 | |
| |
| | $ | 21.64 | | | | | | | $ | 19.57 | | | | | | | $ | 18.49 | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | 0.39 | | | | | | | | 0.36 | | | | | | | | 0.22 | |
| | | 1.19 | | | | | | | | 2.23 | | | | | | | | 1.04 | |
| | | | | | | | | | | | | | | | | | | | |
| | | 1.58 | | | | | | | | 2.59 | | | | | | | | 1.26 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | (0.40 | ) | | | | | | | (0.36 | ) | | | | | | | (0.18 | ) |
| | | (0.52 | ) | | | | | | | (0.16 | ) | | | | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | (0.92 | ) | | | | | | | (0.52 | ) | | | | | | | (0.18 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | $ | 22.30 | | | | | | | $ | 21.64 | | | | | | | $ | 19.57 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
| | | 7.46% | | | | | | | | 13.45% | | | | | | | | 6.83% | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 582,092 | | | | | | | $ | 276,328 | | | | | | | $ | 4,650 | |
| | | 0.58% | | | | | | | | 0.60% | | | | | | | | 0.62% | |
| | | 1.79% | | | | | | | | 1.78% | | | | | | | | 2.01% | |
| | | 20% | | | | | | | | 16% | | | | | | | | 9% | 4 |
| |
29
| | |
Notes to financial statements Delaware Value® Fund | | November 30, 2018 |
Delaware Group® Equity Funds II (Trust) is organized as a Delaware statutory trust and offers one series: Delaware Value Fund (Fund). The Trust is anopen-end investment company. The Fund is considered diversified under the Investment Company Act of 1940, as amended (1940 Act), and offers Class A, Class C, Class R, Institutional Class, and Class R6 shares. Class A shares are sold with a maximumfront-end sales charge of 5.75%. Class A share purchases of $1,000,000 or more will incur a contingent deferred sales charge (CDSC) instead of afront-end sales charge of 1.00%, if redeemed during the first year and 0.50% during the second year, provided that Delaware Distributors, L.P. (DDLP) paid a financial advisor a commission on the purchase of those shares. Class C shares are sold with a CDSC of 1.00%, which will be incurred if redeemed during the first 12 months. Class R, Institutional Class, and Class R6 shares are not subject to a sales charge and are offered for sale exclusively to certain eligible investors. In addition, Class R6 shares do not pay any service fees,sub-accounting fees, and/orsub-transfer agency fees to any brokers, dealers, or other financial intermediaries.
The investment objective of the Fund is to seek long-term capital appreciation.
1. Significant Accounting Policies
The Fund is an investment company and follows accounting and reporting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946, Financial Services –Investment Companies. The following accounting policies are in accordance with US generally accepted accounting principles (US GAAP) and are consistently followed by the Fund.
Security Valuation– Equity securities, except those traded on the Nasdaq Stock Market LLC (Nasdaq), are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange on the valuation date. Equity 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, the mean between the bid and ask prices will be used, which approximates fair value. US government and agency securities are valued at the mean between the bid and ask prices, which approximates fair value. Investments in repurchase agreements are generally valued at par, which approximates fair value, each business day. 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 Trust’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. Restricted securities are valued at fair value using methods approved by the Board.
Federal Income Taxes– No provision for federal income taxes has been made as the Fund intends to continue to qualify for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to shareholders. The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are“more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the“more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. Management has analyzed the Fund’s tax positions taken or expected to be taken on the Fund’s federal income tax returns through the year ended Nov. 30, 2018 and for all open tax years (years ended Nov. 30, 2015–Nov. 30, 2017), and has concluded that no provision for federal income tax is
30
required in the Fund’s financial statements. If applicable, the Fund recognizes interest accrued on unrecognized tax benefits in interest expense and penalties in other expenses on the “Statement of operations.” During the year ended Nov. 30, 2018, the Fund did not incur any interest or tax penalties.
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. Class R6 shares are not allocated any expenses related to service fees,sub-accounting fees, and/orsub-transfer agency fees paid to brokers, dealers, or other financial intermediaries.
Repurchase Agreements– The Fund may purchase certain US 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-partysub-custodian. In the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. All open repurchase agreements as of the date of this report were entered into on Nov. 30, 2018, and matured on the next business day.
Use of Estimates– The preparation of financial statements in conformity with US 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 Funds® by Macquarie (Delaware Funds) are generally allocated among such funds on the basis of average net assets. Management fees and certain 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 theex-dividend date and interest income is recorded on the accrual basis. Discounts and premiums on debt securities are accreted or amortized to interest income, respectively, over the lives of the respective securities using the effective interest method. The Fund declares and pays dividends from net investment income quarterly and distributions from net realized gain on investments, if any, annually. The Fund may distribute more frequently, if necessary for tax purposes. Dividends and distributions, if any, are recorded on theex-dividend date.
Subject to seeking best execution, the Fund may direct certain security trades to brokers who have agreed to rebate a portion of the related brokerage commission to the Fund in cash. In general, best execution refers to many factors, including the price paid or received for a security, the commission charged, the promptness and reliability of execution, the confidentiality and placement accorded the order, and other factors affecting the overall benefit obtained by the Fund on the transaction. There were no commission rebates for the year ended Nov. 30, 2018.
31
Notes to financial statements
Delaware Value® Fund
1. Significant Accounting Policies (continued)
The Fund receives earnings credits from its custodian when positive cash balances are maintained, which may be used to offset custody fees. The expense paid under this arrangement is included on the “Statement of operations” under “Custodian fees” with the corresponding expense offset included under “Less expenses paid indirectly.” For the year ended Nov. 30, 2018, the Fund earned $15,075 under this arrangement.
The Fund receives earnings credits from its transfer agent when positive cash balances are maintained, which may be used to offset transfer agent fees. If the amount earned is greater than $1, the expense paid under this arrangement is included on the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses” with the corresponding expense offset included under “Less expenses paid indirectly.” For the year ended Nov. 30, 2018, the Fund earned $9,320 under this arrangement.
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 Macquarie Investment Management Business Trust and the investment manager, an annual fee which is calculated daily and paid monthly 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.
Delaware Investments Fund Services Company (DIFSC), an affiliate of DMC, provides fund accounting and financial administration oversight services to the Fund. For these services, DIFSC’s fees are calculated daily and paid monthly based on the aggregate daily net assets of all funds within the Delaware Funds at the following annual rate: 0.00475% of the first $35 billion; 0.0040% of the next $10 billion; and 0.0025% of aggregate average daily net assets in excess of $45 billion (Total Fee). Each Fund in the Delaware Funds pays a minimum of $4,000, which, in aggregate, is subtracted from the Total Fee. Each Fund then pays its portion of the remainder of the Total Fee on a relative net asset value (NAV) basis. This amount is included on the “Statement of operations” under “Accounting and administration expenses.” For the year ended Nov. 30, 2018, the Fund was charged $495,483 for these services.
DIFSC is also the transfer agent and dividend disbursing agent of the Fund. For these services, DIFSC’s fees were calculated daily and paid monthly based on the aggregate daily net assets of the retail funds within the Delaware Funds from Dec. 1, 2017 through June 30, 2018 at the following annual rate: 0.025% of the first $20 billion; 0.020% of the next $5 billion; 0.015% of the next $5 billion; and 0.013% of average daily net assets in excess of $30 billion. Effective July 1, 2018, the Fund as well as the other Delaware Funds entered into an amendment to the DIFSC agreement. Under the amendment to the DIFSC agreement, DIFSC’s fees are calculated daily and paid monthly based on the aggregate daily net assets of the retail funds within the Delaware Funds at the following annual rate: 0.014% of the first $20 billion; 0.011% of the next $5 billion; 0.007% of the next $5 billion; 0.005% of the next $20 billion; and 0.0025% of average daily net assets in excess of $50 billion. The fees payable to DIFSC under the transfer agent agreement described above are allocated among all retail funds in the Delaware Funds on a relative NAV basis. This amount is included on the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses.” For the year ended Nov. 30, 2018, the Fund was charged $1,991,390 for these services. Pursuant to asub-transfer agency agreement between DIFSC
32
and BNY Mellon Investment Servicing (US) Inc. (BNYMIS), BNYMIS provides certainsub-transfer agency services to the Fund.Sub-transfer agency fees are paid by the Fund and are also included on the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses.”
Pursuant to a distribution agreement and distribution plan, the Fund pays DDLP, the distributor and an affiliate of DMC, an annual distribution and service(12b-1) fee of 0.25% of the average daily net assets of the Class A shares, 1.00% of the average daily net assets of the Class C shares, and 0.50% of the average daily net assets of the Class R shares. The fees are calculated daily and paid monthly. Institutional Class and Class R6 shares pay no12b-1 fees. The Board has adopted a formula for calculating12b-1 fees for the Fund’s Class A shares. The total12b-1 fees to be paid by Class A shareholders of the Fund will be the sum of (1) 0.10% of the average daily net assets representing shares that were acquired prior to May 2, 1994 and (2) 0.25% of the average daily net assets representing shares that were acquired on or after May 2, 1994. All Class A shareholders will bear12b-1 fees at the same blended rate, currently 0.25% of average daily net assets, based upon the allocation of the rates described above. This method of calculating Class A12b-1 fees may be discontinued at the sole discretion of the Board.
As provided in the investment management agreement, the Fund bears a portion of the cost of certain resources shared with DMC, including the cost of internal personnel of DMC and/or its affiliates that provide legal, tax, and regulatory reporting services to the Fund. For the year ended Nov. 30, 2018, the Fund was charged $384,421 for internal legal, tax, and regulatory reporting services provided by DMC and/or its affiliates’ employees. This amount is included on the “Statement of operations” under “Legal fees.”
For the year ended Nov. 30, 2018, DDLP earned $132,670 for commissions on sales of the Fund’s Class A shares. For the year ended Nov. 30, 2018, DDLP received gross CDSC commissions of $10,677 and $11,545 on redemptions of the Fund’s Class A and Class C shares, respectively, and these commissions were entirely used to offset upfront commissions previously paid by DDLP to broker/dealers on sales of those shares.
Trustees’ fees include expenses accrued by the Fund for each Trustee’s retainer and meeting fees. Certain officers of DMC, DIFSC, and DDLP are officers and/or Trustees of the Trust. These officers and Trustees are paid no compensation by the Fund.
Cross trades for the year ended Nov. 30, 2018 were executed by the Fund pursuant to procedures adopted by the Board designed to ensure compliance with Rule17a-7 under the 1940 Act. Cross trading is the buying or selling of portfolio securities between funds of investment companies, or between a fund of an investment company and another entity, that are or could be considered affiliates by virtue of having a common investment advisor (or affiliated investment advisors), common directors/trustees and/or common officers. At its regularly scheduled meetings, the Board reviews such transactions for compliance with the procedures adopted by the Board. Pursuant to these procedures, for the year ended Nov. 30, 2018, the Fund engaged in Rule17a-7 securities purchases of $2,744,767. The Fund did not engage in Rule17a-7 securities sales for the year ended Nov. 30, 2018.
33
Notes to financial statements
Delaware Value® Fund
3. Investments
For the year ended Nov. 30, 2018, the Fund made purchases and sales of investment securities other than short-term investments as follows:
| | | | |
Purchases | | $ | 2,502,499,347 | |
Sales | | | 2,555,269,221 | |
The tax cost of investments includes adjustments to net unrealized appreciation (depreciation) which may not necessarily be final tax cost basis adjustments, but approximate the tax basis unrealized gains and losses that may be realized and distributed to shareholders. At Nov. 30, 2018, the cost and unrealized appreciation (depreciation) of investments for federal income tax purposes for the Fund were as follows:
| | | | |
Cost of investments | | $ | 10,215,297,958 | |
| | | | |
Aggregate unrealized appreciation of investments | | $ | 3,763,216,611 | |
Aggregate unrealized depreciation of investments | | | (226,956,438 | ) |
| | | | |
Net unrealized appreciation of investments | | $ | 3,536,260,173 | |
| | | | |
US GAAP defines fair value as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. A three-level hierarchy for fair value measurements has been established based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances. The Fund’s investment in its entirety is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-level hierarchy of inputs is summarized below.
Level 1 – | Inputs are quoted prices in active markets for identical investments. (Examples: equity securities,open-end investment companies, futures contracts, exchange-traded options contracts) |
Level 2 – | Other observable inputs, including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, and default rates), or other market-corroborated inputs. (Examples: debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, fair valued securities) |
Level 3 – | Significant unobservable inputs, including the Fund’s own assumptions used to determine the fair value of investments. (Examples: broker-quoted securities, fair valued securities) |
Level 3 investments are valued using significant unobservable inputs. The Fund may also use an income-based valuation approach in which the anticipated future cash flows of the investment are
34
discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Valuations may also be based upon current market prices of securities that are comparable in coupon, rating, maturity, and industry. The derived value of a Level 3 investment may not represent the value which is received upon disposition and this could impact the results of operations.
The following table summarizes the valuation of the Fund’s investments by fair value hierarchy levels as of Nov. 30, 2018:
| | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Total | |
Securities | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | |
Common Stock | | $ | 13,218,680,412 | | | $ | — | | | $ | 13,218,680,412 | |
Short-Term Investments | | | — | | | | 532,877,719 | | | | 532,877,719 | |
| | | | | | | | | | | | |
Total Value of Securities | | $ | 13,218,680,412 | | | $ | 532,877,719 | | | $ | 13,751,558,131 | |
| | | | | | | | | | | | |
During the year ended Nov. 30, 2018, 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 based on fair value at the beginning of the reporting period.
A reconciliation of Level 3 investments is presented when the Fund has a significant amount of Level 3 investments at the beginning, interim, or end of the period in relation to the Fund’s net assets. During the year ended Nov. 30, 2018, there were no Level 3 investments.
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 US GAAP. Additionally, distributions from net short-term gains on sales of investment securities are treated as ordinary income for federal income tax purposes. The tax character of dividends and distributions paid during the years ended Nov. 30, 2018 and 2017 were as follows:
| | | | | | | | | | | | |
| | Year ended | |
| | 11/30/18 | | | | | | 11/30/17 | |
Ordinary income | | | $335,687,079 | | | | | | | | $276,585,892 | |
Long-term capital gain | | | 177,150,628 | | | | | | | | 51,572,760 | |
| | | | | | | | | | | | |
Total | | | $512,837,707 | | | | | | | | $328,158,652 | |
| | | | | | | | | | | | |
5. Components of Net Assets on a Tax Basis
As of Nov. 30, 2018, the components of net assets on a tax basis were as follows:
| | | | |
Shares of beneficial interest | | $ | 9,669,021,364 | |
Undistributed ordinary income | | | 73,969,737 | |
Undistributed long-term capital gains | | | 506,884,410 | |
Net unrealized appreciation on investments | | | 3,536,260,173 | |
| | | | |
Net assets | | $ | 13,786,135,684 | |
| | | | |
35
Notes to financial statements
Delaware Value® Fund
5. Components of Net Assets on a Tax Basis (continued)
The differences between book basis and tax basis components of net assets are primarily attributable to tax deferral of losses on wash sales.
6. Capital Shares
Transactions in capital shares were as follows:
| | | | | | | | |
| | Year ended | |
| | 11/30/18 | | | 11/30/17 | |
Shares sold: | | | | | | | | |
Class A | | | 12,935,419 | | | | 22,311,832 | |
Class C | | | 2,625,278 | | | | 1,319,995 | |
Class R | | | 1,251,214 | | | | 2,693,424 | |
Institutional Class | | | 153,389,774 | | | | 188,571,727 | |
Class R6 | | | 16,075,393 | | | | 13,787,470 | |
Shares issued upon reinvestment of dividends and distributions: | | | | | | | | |
Class A | | | 4,025,080 | | | | 3,752,495 | |
Class C | | | 810,089 | | | | 543,558 | |
Class R | | | 254,784 | | | | 165,729 | |
Institutional Class | | | 16,517,102 | | | | 10,842,713 | |
Class R6 | | | 634,657 | | | | 119,695 | |
| | | | | | | | |
| | | 208,518,790 | | | | 244,108,638 | |
| | | | | | | | |
Shares redeemed: | | | | | | | | |
Class A | | | (31,771,267 | ) | | | (116,316,380 | ) |
Class C | | | (7,099,249 | ) | | | (15,658,703 | ) |
Class R | | | (4,159,413 | ) | | | (4,398,572 | ) |
Institutional Class | | | (130,308,735 | ) | | | (225,749,293 | ) |
Class R6 | | | (3,378,537 | ) | | | (1,374,374 | ) |
| | | | | | | | |
| | | (176,717,201 | ) | | | (363,497,322 | ) |
| | | | | | | | |
Net increase (decrease) | | | 31,801,589 | | | | (119,388,684 | ) |
| | | | | | | | |
Certain shareholders may exchange shares of one class for shares of another class in the same Fund. These exchange transactions are included as subscriptions and redemptions in the table above and on the “Statements of changes in net assets.” For the years ended Nov. 30, 2018 and 2017, the Fund had the following exchange transactions:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Exchange Redemptions | | | Exchange Subscriptions | | | | |
Year ended | | Class A Shares | | | Class C Shares | | | Institutional Class Shares | | | Class A Shares | | | Institutional Class Shares | | | Class R6 Shares | | | Value | |
11/30/18 | | | 472,928 | | | | 300,487 | | | | 801,503 | | | | 216,185 | | | | 556,797 | | | | 801,144 | | | $ | 34,916,213 | |
11/30/17 | | | 49,431,930 | | | | 272,580 | | | | 2,510,995 | | | | 22,514 | | | | 49,668,418 | | | | 2,510,839 | | | | 1,044,934,812 | |
36
7. Line of Credit
The Fund, along with certain other funds in the Delaware Funds (Participants), was a participant in a $155,000,000 revolving line of credit intended to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The revolving line of credit available was reduced from $155,000,000 to $130,000,0000 on Sept. 6, 2018. Under the agreement, the Participants were charged an annual commitment fee of 0.15%, which was allocated across the Participants based on a weighted average of the respective net assets of each Participant. The Participants were permitted to borrow up to a maximum ofone-third of their net assets under the agreement. Each Participant was individually, and not jointly, liable for its particular advances, if any, under the line of credit. The line of credit available under the agreement expired on Nov. 5, 2018.
On Nov. 5, 2018, the Fund, along with the other Participants, entered into an amendment to the agreement for a $190,000,000 revolving line of credit. The revolving line of credit available was increased from $190,000,000 to $220,000,000 on Nov. 29, 2018. The revolving line of credit is to be used as described above and operates in substantially the same manner as the original agreement. The line of credit available under the agreement expires on Nov. 4, 2019.
The Fund had no amounts outstanding as of Nov. 30, 2018, or at any time during the year then ended.
8. Offsetting
Master Repurchase Agreements
Repurchase agreements are entered into by the Fund under Master Repurchase Agreements (each, an MRA). The MRA permits the Fund, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables with collateral held by and/or posted to the counterparty. As a result, one single net payment is created. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of the MRA counterparty’s bankruptcy or insolvency. Based on the terms of the MRA, the Fund receives securities as collateral with a market value in excess of the repurchase price at maturity. Upon a bankruptcy or insolvency of the MRA counterparty, the Fund would recognize a liability with respect to such excess collateral. The liability reflects the Fund’s obligation under bankruptcy law to return the excess to the counterparty. As of Nov. 30, 2018, the following table is a summary of the Fund’s repurchase agreements by counterparty which are subject to offset under an MRA:
| | | | | | | | | | | | | | | | | | | | | | | | | |
Counterparty | | Repurchase Agreements | | Fair Value of Non-Cash Collateral Received(a) | | Cash Collateral Received | | Net Collateral Received | | Net Exposure(b) |
Bank of America Merrill Lynch | | | | $ 43,070,884 | | | | | $ (43,070,884 | ) | | $— | | | | $ (43,070,884 | ) | | | | $— | |
Bank of Montreal | | | | 118,444,932 | | | | | (118,444,932 | ) | | — | | | | (118,444,932 | ) | | | | — | |
BNP Paribas | | | | 194,771,277 | | | | | (194,771,277 | ) | | — | | | | (194,771,277 | ) | | | | — | |
Total | | | | $356,287,093 | | | | | $(356,287,093 | ) | | $— | | | | $(356,287,093 | ) | | | | $— | |
(a)The value of the related collateral received exceeded the value of the repurchase agreements as of Nov. 30, 2018.
(b)Net exposure represents the receivable (payable) that would be due from (to) the counterparty in the event of default.
37
Notes to financial statements
Delaware Value® Fund
9. Securities Lending
The Fund, along with other funds in the Delaware Funds, may lend its securities pursuant to a security lending agreement (Lending Agreement) with The Bank of New York Mellon (BNY Mellon). At the time a security is loaned, the borrower must post collateral equal to the required percentage of the market value of the loaned security, including any accrued interest. The required percentage is: (1) 102% with respect to US securities and foreign securities that are denominated and payable in US dollars; and (2) 105% with respect to foreign securities. With respect to each loan, if on any business day the aggregate market value of securities collateral plus cash collateral held is less than the aggregate market value of the securities which are the subject of such loan, the borrower will be notified to provide additional collateral by the end of the following business day, which, together with the collateral already held, will be not less than the applicable initial collateral requirements for such security loan. If the aggregate market value of securities collateral and cash collateral held with respect to a security loan exceeds the applicable initial collateral requirement, upon the request of the borrower, BNY Mellon must return enough collateral to the borrower by the end of the following business day to reduce the value of the remaining collateral to the applicable initial collateral requirement for such security loan. As a result of the foregoing, the value of the collateral held with respect to a loaned security on any particular day may be more or less than the value of the security on loan. The collateral percentage with respect to the market value of the loaned security is determined by the security lending agent.
Cash collateral received by each fund of the Trust is generally invested in a series of individual separate accounts, each corresponding to a fund. The investment guidelines permit each separate account to hold certain securities that would be considered eligible securities for a money market fund. Cash collateral received is generally invested in government securities; certain obligations issued by government sponsored enterprises; repurchase agreements collateralized by US Treasury securities; obligations issued by the central government of any Organization for Economic Cooperation and Development (OECD) country or its agencies, instrumentalities, or establishments; obligations of supranational organizations; commercial paper, notes, bonds, and other debt obligations; certificates of deposit, time deposits, and other bank obligations; and asset-backed securities. A fund can also accept US 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 bynon-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 Fund may incur investment losses as a result of investing securities lending collateral. This could occur if an investment in the collateral investment account defaulted or became impaired. Under those
38
circumstances, the value of a Fund’s cash collateral account may be less than the amount the Fund would be required to return to the borrowers of the securities and the Fund would be required to make up for this shortfall.
During the year ended Nov. 30, 2018, the Fund had no securities out on loan.
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 promulgated under the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Fund from disposing of them in a timely manner and at a fair price when it is necessary or desirable to do so. While maintaining oversight, the Board has delegated to DMC, theday-to-day functions of determining whether individual securities are liquid for purposes of the Fund’s limitation on investments in illiquid securities. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the Fund’s 15% limit on investments in illiquid securities. As of Nov. 30, 2018, there were no Rule 144A securities held by the Fund. Restricted securities are valued pursuant to the security valuation procedures described in Note 1.
11. Contractual Obligations
The Fund enters into contracts in the normal course of business that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.
12. Recent Accounting Pronouncements
In August 2018, the FASB issued an Accounting Standards Update, ASU2018-13, which changes certain fair value measurement disclosure requirements. ASU2018-13, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for the timing of transfers between levels and the valuation process for Level 3 fair value measurements. ASU2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after Dec. 15, 2019. At this time, management is evaluating the implications of these changes on the financial statements.
In August 2018, the Securities and Exchange Commission (SEC) adopted amendments to RegulationS-X to update and simplify the disclosure requirements for registered investment companies by eliminating requirements that are redundant or duplicative of US GAAP requirements or other SEC disclosure requirements. The new amendments require the presentation of the total, rather than the components, of distributable earnings on the “Statement of assets and liabilities” and the total, rather than the components, of dividends from net investment income and distributions from net realized gains on the “Statements of changes in net assets.” The amendments also removed the requirement for the parenthetical disclosure of undistributed net investment income on the “Statements of changes in net assets” and certain tax adjustments that were reflected in the “Notes to financial statements.” All of these have been reflected in the Fund’s financial statements.
39
Notes to financial statements
Delaware Value® Fund
13. Subsequent Events
Management has determined that no material events or transactions occurred subsequent to Nov. 30, 2018, that would require recognition or disclosure in the Fund’s financial statements.
40
Report of independent
registered public accounting firm
To the Board of Trustees of Delaware Group® Equity Funds II
and the Shareholders of Delaware Value® Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Delaware Value® Fund (constituting Delaware Group® Equity Funds II, referred to hereafter as the “Fund”) as of November 30, 2018, the related statement of operations for the year ended November 30, 2018, the statements of changes in net assets for each of the two years in the period ended November 30, 2018, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2018, 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 ended November 30, 2018 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of November 30, 2018 by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
January 22, 2019
We have served as the auditor of one or more investment companies in Delaware Funds® by Macquarie since 2010.
41
Other Fund information (Unaudited)
Delaware Value® Fund
Tax Information
The information set forth below is for the Fund’s fiscal year as required by federal income tax laws. Shareholders, however, must report distributions on a calendar year basis for income tax purposes, which may include distributions for portions of two fiscal years of the Fund. Accordingly, the information needed by shareholders for income tax purposes will be sent to them in January of each year. Please consult your tax advisor for proper treatment of this information.
All disclosures are based on financial information available as of the date of this annual report and, accordingly are subject to change. For any and all items requiring reporting, it is the intention of the Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.
For the fiscal year ended Nov. 30, 2018, the Fund reports distributions paid during the year as follows:
| | | | |
(A) Long-Term Capital Gain Distributions (Tax Basis) | | | 34.54 | % |
(B) Ordinary Income Distributions (Tax Basis)1 | | | 65.46 | % |
Total Distributions (Tax Basis) | | | 100.00 | % |
(C) Qualified Dividends2 | | | 98.77 | % |
(A) and (B) are based on a percentage of the Fund’s total distributions.
(C) is based on the Fund’s ordinary income distributions.
1 For the fiscal year ended Nov. 30, 2018, certain dividends paid by the Fund may be subject to a maximum tax rate of 20%. The percentage of dividends paid by the Fund from ordinary income reported as qualified dividend income is 98.76%. Complete information will be computed and reported in conjunction with your 2018 Form1099-DIV.
2 Qualified dividends represent dividends which qualify for the corporate dividends received deduction.
For the fiscal year ended Nov. 30, 2018, certain interest income paid by the Fund, has been determined to be Qualified Interest Income and Short-Term Capital Gains may be subject to relief from US withholding for foreign shareholders, as provided by the American Jobs Creation Act of 2004; the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010; and as extended by the American Taxpayer Relief Act of 2012. For the fiscal year ended Nov. 30, 2018, the Fund has reported maximum distributions of Qualified Interest Income and Short-Term Capital Gains of $1,962,712 and $36,496,132, respectively.
Board consideration of advisory agreement for Delaware Value Fund at a meeting held August15-16, 2018
At a meeting held on Aug.15-16, 2018 (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 Management Agreement with Delaware Management Company (“DMC”), a series of Macquarie Investment Management Business Trust (“MIMBT”), included materials provided by DMC and its affiliates (collectively, “Macquarie Investment Management”) concerning, among other things, the nature, extent, and quality of services provided to the Fund; the costs of such services to the
42
Fund; economies of scale; and the investment manager’s financial condition and profitability. In addition, in connection with the Annual Meeting, materials were provided to the Trustees in May 2018, including reports provided by Broadridge Financial Solutions (“Broadridge”). The Broadridge reports compared the Fund’s investment performance and expenses with those of other comparable mutual funds. The Independent Trustees reviewed and discussed the Broadridge reports with independent legal counsel to the Independent Trustees. In addition to the information noted above, the Board also requested and received information regarding DMC’s policy with respect to advisory fee levels and its breakpoint philosophy; the structure of portfolio manager compensation; comparative client fee information; and any constraints or limitations on the availability of securities for certain investment styles, which had in the past year inhibited, or which were likely in the future to inhibit, the investment manager’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 and also received assistance and advice from an experienced and knowledgeable independent fund consultant, JDL Consultants, LLC (“JDL”). 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 services.The Board considered the services provided by DMC 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 Funds® by Macquarie (“Delaware Funds”); and adherence to fair value pricing procedures as established by the Board. The Board was pleased with the current staffing of DMC and the emphasis placed on research in the investment process. The Board recognized DMC’s receipt of certain favorable industry distinctions during the past several years. The Board gave favorable consideration to DMC’s efforts to control expenses while maintaining service levels committed to Fund matters. The Board also noted the benefits provided to Fund shareholders (a) through each shareholder’s ability to: (i) exchange an investment in one Delaware Fund for the same class of shares in another Delaware Fund without a sales charge, or (ii) reinvest Fund dividends into additional shares of the Fund or into additional shares of other Delaware Funds, and (b) the privilege to combine holdings in other Delaware Funds to obtain a reduced sales charge. The Board was satisfied with the nature, extent, and quality of the overall services provided by DMC.
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 considered performance reports and discussions with portfolio managers at Investment Committee meetings throughout the year, the Board gave particular weight to the Broadridge reports furnished for the Annual Meeting. The Broadridge 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 Broadridge (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
43
Other Fund information (Unaudited)
Delaware Value® Fund
Board consideration of advisory agreement for Delaware Value Fund at a meeting held August15-16, 2018 (continued)
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 past1-,3-,5-, and10-year periods, to the extent applicable, ended Jan. 31, 2018. The Board’s objective is that the Fund’s performance for the1-,3-, and5-year periods be at or above the median of its Performance Universe.
The Performance Universe for the Fund consisted of the Fund and all retail and institutionallarge-cap value funds as selected by Broadridge. The Broadridge report comparison showed that the Fund’s total return for the1- and3-year periods was in the third quartile of its Performance Universe. The report further showed that the Fund’s total return for the5- and10-year periods was in the first quartile of its Performance Universe. The Board observed that the Fund’s1- and3-year performance results were not in line with the Board’s objective. In evaluating the Fund’s’ performance, the Board considered the Fund’s longer-term performance results, which were very strong, and consequently, the Board was satisfied with performance.
Comparative expenses.The Board considered expense data for the Delaware 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 total expense ratios of a group of similar funds as selected by Broadridge (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 Broadridge total expenses, for comparative consistency, were shown by Broadridge for Class A shares and comparative total expenses including12b-1 andnon-12b-1 service fees. The Board’s objective is for the Fund’s total expense ratio to be competitive with those of the peer funds within its Expense Group.
The expense comparisons for the Fund showed that its actual management fee and total expenses were in the quartile with the lowest expenses of its Expense Group. The Board was satisfied with the management fee and total expenses of the Fund in comparison to those of its Expense Group as shown in the Broadridge report.
Management profitability.The Board considered the level of profits realized by DMC 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 DMC’s business in providing management and other services to each of the individual funds and the Delaware Funds as a whole. Specific attention was given to the methodology used by DMC in allocating costs for the purpose of determining profitability. Management stated that the level of profits of DMC, to a certain extent, reflects recent operational cost savings and efficiencies initiated by DMC. The Board considered DMC’s 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 DMC might derive ancillary benefits from fund operations, including the potential for
44
procuring additional business as a result of the prestige and visibility associated with its role as service provider to the Delaware Funds and the benefits from allocation of fund brokerage to improve trading efficiencies. As part of its work, the Board also reviewed a report prepared by JDL regarding MIMBT profitability as compared to certain peer fund complexes and the Independent Trustees met with JDL personnel to discuss DMC’s profitability in such context. The Board found that the management fees were reasonable in light of the services rendered and the level of profitability of DMC.
Economies of scale.The Trustees considered whether economies of scale are realized by DMC 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 Fund’s advisory fee pricing and structure, approved by the Board and shareholders, which includes breakpoints, and which applies to most funds in the Delaware Funds complex. 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 in the absence of breakpoints, when the asset levels specified in the breakpoints are exceeded. The Board noted that, as of March 31, 2018, the Fund’s assets exceeded the final breakpoint level. The Board believed that, given the extent to which economies of scale might be realized by DMC and its affiliates, the schedule of fees under the Investment Management Agreement provides a sharing of benefits with the Fund and its shareholders.
45
Board of trustees / directors and officers addendum
Delaware Funds®by Macquarie
A mutual fund is governed by a Board of Trustees/Directors (“Trustees”), which has oversight responsibility for the management of a fund’s business affairs. Trustees establish procedures and oversee and review the performance of the investment manager, the distributor, and others who perform services for the fund. The independent fund trustees, in particular, are advocates
| | | | |
Name, Address, and Birth Date | | Position(s) Held with Fund(s) | | Length of Time Served |
Interested Trustee | | | | |
Shawn K. Lytle1,2 | | President, | | Trustee since |
2005 Market Street | | Chief Executive Officer, | | September 2015 |
Philadelphia, PA 19103 | | and Trustee | | |
February 1970 | | | | President and |
| | | | Chief Executive Officer |
| | | | since August 2015 |
| | |
| | | | |
Independent Trustees | | | | |
Thomas L. Bennett | | Chair and Trustee | | Trustee since |
2005 Market Street | | | | March 2005 |
Philadelphia, PA 19103 | | | | |
October 1947 | | | | Chair since |
| | | | March 2015 |
Jerome D. Abernathy | | Trustee | | Since January 2019 |
2005 Market Street | | | | |
Philadelphia, PA 19103 | | | | |
July 1959 | | | | |
| | |
| | | | |
Ann D. Borowiec | | Trustee | | Since March 2015 |
2005 Market Street | | | | |
Philadelphia, PA 19103 | | | | |
November 1958 | | | | |
| | | | |
| | | | |
| | | | |
1 | Shawn K. Lytle is considered to be an “Interested Trustee ”because he is an executive officer of the Fund’s(s’) investment advisor. |
2 | Shawn K. Lytle, David F. Connor, Daniel V. Geatens, 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. Mr. Geatens also serves as the Chief Financial Officer and Treasurer for Macquarie Global Infrastructure Total Return Fund Inc., which has an affiliated investment manager. |
46
for shareholder interests. Each trustee has served in that capacity since he or she was elected to or appointed to the Board of Trustees, and will continue to serve until his or her retirement or the election of a new trustee in his or her place. The following is a list of the Trustees and Officers with certain background and related information.
| | | | |
Principal Occupation(s) During the Past Five Years | | Number of Portfolios in Fund Complex Overseen by Trustee or Officer | | Other Directorships Held by Trustee or Officer |
| | | | |
President — Macquarie | | 59 | | Trustee — UBS |
Investment Management3 | | | | Relationship Funds, |
(June 2015–Present) | | | | SMA Relationship |
| | | | Trust, and UBS Funds |
Regional Head of | | | | (May 2010–April 2015) |
Americas — UBS Global | | | | |
Asset Management | | | | |
(April 2010–May 2015) | | | | |
| | | | |
| | | | |
Private Investor | | 59 | | None |
(March 2004–Present) | | | | |
| | |
| | | | |
Managing Member, | | 59 | | None |
Stonebrook Capital | | | | |
Management, LLC (financial | | | | |
technology: macro factors | | | | |
and databases) | | | | |
(January 1993–Present) | | | | |
Chief Executive Officer, | | 59 | | Director — Banco Santander International (October 2016–Present) Director — Santander Bank, N.A. (December 2016–Present) |
Private Wealth Management | | |
(2011–2013) and | | |
Market Manager, | | |
New Jersey Private | | |
Bank (2005–2011) — | | |
J.P. Morgan Chase & Co. | | | | |
| 3 | Macquarie Investment Management is the marketing name for Macquarie Management Holdings, Inc. and its subsidiaries, including the Fund’s(s’) investment advisor, principal underwriter, and its transfer agent. |
47
Board of trustees / directors and officers addendum
Delaware Funds®by Macquarie
| | | | |
Name, Address, and Birth Date | | Position(s) Held with Fund(s) | | Length of Time Served |
Independent Trustees (continued) | | | | |
Joseph W. Chow 2005 Market Street Philadelphia, PA 19103 January 1953 | | Trustee | | Since January 2013 |
| | |
John A. Fry 2005 Market Street Philadelphia, PA 19103 May 1960 | | Trustee | | Since January 2001 |
| | |
Lucinda S. Landreth 2005 Market Street Philadelphia, PA 19103 June 1947 | | Trustee | | Since March 2005 |
48
| | | | |
Principal Occupation(s) During the Past Five Years | | Number of Portfolios in Fund Complex Overseen by Trustee or Officer | | Other Directorships Held by Trustee or Officer |
| | |
| | | | |
| | |
Private Investor (April 2011–Present) | | 59 | | Director and Audit Committee Member — Hercules Technology Growth Capital, Inc. (July 2004–July 2014) |
| | |
President — Drexel University (August 2010–Present) President — Franklin & Marshall College (July 2002–July 2010) | | 59 | | Director; Compensation Committee and Governance Committee Member — Community Health Systems Director — Drexel Morgan & Co. Director; Audit Committee Member — vTv Therapeutics LLC Director; Audit Committee Member — FS Credit Real Estate Income Trust, Inc. |
| | |
Private Investor (2004–Present) | | 59 | | None |
49
Board of trustees / directors and officers addendum
Delaware Funds®by Macquarie
| | | | |
Name, Address, and Birth Date | | Position(s) Held with Fund(s) | | Length of Time Served |
Independent Trustees (continued) | | |
Frances A. Sevilla-Sacasa 2005 Market Street Philadelphia, PA 19103 January 1956 | | Trustee | | Since September 2011 |
Thomas K. Whitford 2005 Market Street Philadelphia, PA 19103 March 1956 | | Trustee | | Since January 2013 |
50
| | | | |
Principal Occupation(s) During the Past Five Years | | Number of Portfolios in Fund Complex Overseen by Trustee or Officer | | Other Directorships Held by Trustee or Officer |
| | |
| | | | |
| | |
Private Investor (January 2017–Present) Chief Executive Officer — Banco Itaú International (April 2012–December 2016) 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) | | 59 | | Trust Manager and Audit Committee Chair — Camden Property Trust (August 2011–Present) Director — Carrizo Oil & Gas, Inc. (March 2018–Present) |
| | |
Vice Chairman (2010–April 2013) — PNC Financial Services Group | | 59 | | Director — HSBC North America Holdings Inc. (December 2013–Present) Director — HSBC USA Inc. (July 2014–Present) Director — HSBC Bank USA, National Association (July 2014–March 2017) Director — HSBC Finance Corporation (December 2013–April 2018) |
51
Board of trustees / directors and officers addendum
Delaware Funds®by Macquarie
| | | | |
Name, Address, and Birth Date | | Position(s) Held with Fund(s) | | Length of Time Served |
Independent Trustees (continued) | | |
Christianna Wood 2005 Market Street Philadelphia, PA 19103 August 1959 | | Trustee | | Since January 2019 |
Janet L. Yeomans 2005 Market Street Philadelphia, PA 19103 July 1948 | | Trustee | | Since April 1999 |
52
| | | | |
Principal Occupation(s) During the Past Five Years | | Number of Portfolios in Fund Complex Overseen by Trustee or Officer | | Other Directorships Held by Trustee or Officer |
| | |
| | | | |
| | |
Chief Executive Officer and President — Gore Creek Capital, Ltd. (August 2009–Present) | | 59 | | Director of H&R Block Corporation (July 2008–Present); Director of Grange Insurance (2013-Present); Trustee of Merger Fund (August 2009-Present), WCM Alternatives: Event-Driven Fund (March 2017-Present), and WCM Alternatives: Credit Event Fund (December 2017-Present) |
| | |
Vice President and Treasurer (January 2006–July 2012), Vice President — Mergers & Acquisitions (January 2003–January 2006), and Vice President and Treasurer (July 1995–January 2003) — 3M Company | | 59 | | Director (2009–2017); Personnel and Compensation Committee Chair; Member of Nominating, Investments, and Audit Committees for various periods throughout directorship — Okabena Company |
53
Board of trustees / directors and officers addendum
Delaware Funds®by Macquarie
| | | | |
Name, Address, and Birth Date | | Position(s) Held with Fund(s) | | Length of Time Served |
Officers | | |
David F. Connor | | Senior Vice President, | | Senior Vice President since |
2005 Market Street | | General Counsel, | | May 2013; General |
Philadelphia, PA 19103 | | and Secretary | | Counsel since May 2015; |
December 1963 | | | | Secretary since |
| | | | October 2005 |
Daniel V. Geatens | | Vice President | | Vice President and |
2005 Market Street | | and Treasurer | | Treasurer since October 2007 |
Philadelphia, PA 19103 | | | | |
October 1972 | | | | |
| | | | |
Richard Salus | | Senior Vice President | | Senior Vice President and |
2005 Market Street | | and Chief Financial Officer | | Chief Financial Officer |
Philadelphia, PA 19103 | | | | since November 2006 |
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 800523-1918.
54
| | | | |
Principal Occupation(s) During the Past Five Years | | Number of Portfolios in Fund Complex Overseen by Trustee or Officer | | Other Directorships Held by Trustee or Officer |
| | | | |
David F. Connor has served | | 59 | | None2 |
in various capacities at | | | | |
different times at | | | | |
Macquarie Investment | | | | |
Management. | | | | |
Daniel V. Geatens has served | | 59 | | None2 |
in various capacities at | | | | |
different times at | | | | |
Macquarie Investment | | | | |
Management. | | | | |
Richard Salus has served | | 59 | | None2 |
in various executive capacities | | | | |
at different times at | | | | |
Macquarie Investment | | | | |
Management. | | | | |
55
About the organization
| | | | | | |
Board of trustees | | | | | | |
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Shawn K. Lytle President and Chief Executive Officer Delaware Funds® by Macquarie Philadelphia, PA Thomas L. Bennett Chairman of the Board Delaware Funds by Macquarie Private Investor Rosemont, PA Jerome D. Abernathy Managing Member Stonebrook Capital Management, LLC New York, NY | | Ann D. Borowiec Former Chief Executive Officer Private Wealth Management J.P. Morgan Chase & Co. New York, NY Joseph W. Chow Former Executive Vice President State Street Corporation Boston, MA John A. Fry President Drexel University Philadelphia, PA | | Lucinda S. Landreth Former Chief Investment Officer Assurant, Inc. New York, NY Frances A. Sevilla-Sacasa Former Chief Executive Officer Banco Itaú International Miami, FL | | Thomas K. Whitford Former Vice Chairman PNC Financial Services Group Pittsburgh, PA Christianna Wood Chief Executive Officer and President Gore Creek Capital, Ltd. Golden, CO Janet L. Yeomans Former Vice President and Treasurer 3M Company St. Paul, MN |
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Affiliated officers | | | | | | |
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David F. Connor | | Daniel V. Geatens | | Richard Salus | | |
Senior Vice President, | | Vice President and | | Senior Vice President and | | |
General Counsel, | | Treasurer | | Chief Financial Officer | | |
and Secretary | | Delaware Funds | | Delaware Funds | | |
Delaware Funds | | by Macquarie | | by Macquarie | | |
by Macquarie | | Philadelphia, PA | | Philadelphia, PA | | |
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 Fund fact sheet for the most recently completed calendar quarter. These documents are available at delawarefunds.com/literature.
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 FormN-Q. The Fund’s FormsN-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 800523-1918; and (ii) on the SEC’s website at sec.gov. In addition, a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities and the Schedule of Investments included in the Fund’s most recent FormN-Q are available without charge on the Fund’s website at delawarefunds.com/literature. The Fund’s FormsN-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 800SEC-0330.
Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed12-month period ended June 30 is available without charge (i) through the Fund’s website at delawarefunds.com/proxy; and (ii) on the SEC’s website at sec.gov.
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Item 2. Code of Ethics
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:
John A. Fry
Lucinda S. Landreth
Thomas K. Whitford
Christianna Wood
Janet L. Yeomans
Item 4. Principal Accountant Fees and Services
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 $31,050 for the fiscal year ended November 30, 2018.
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 $30,180 for the fiscal year ended November 30, 2017.
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, 2018.
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, 2017.
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, 2018.
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, 2017.
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.
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 $11,748,000 and $11,180,000 for the registrant’s fiscal years ended November 30, 2018 and November 30, 2017, 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable.
Item 13. Exhibits
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.
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.
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.