UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-750 Exact name of registrant as specified in charter: Delaware Group Equity Funds II Address of principal executive offices: 2005 Market Street Philadelphia, PA 19103 Name and address of agent for service: Richelle S. Maestro, Esq. 2005 Market Street Philadelphia, PA 19103 Registrant's telephone number, including area code: (800) 523-1918 Date of fiscal year end: November 30 Date of reporting period: May 31, 2003 Item 1. Reports to Stockholders Delaware Investments(SM) -------------------------------------- VALUE-EQUITY A member of Lincoln Financial Group(R) Semiannual Report 2003 - -------------------------------------------------------------------------------- DELAWARE DECATUR EQUITY INCOME FUND [Logo] POWERED BY RESEARCH.(SM) Table OF CONTENTS - -------------------------------------------------- FINANCIAL STATEMENTS: Statement of Net Assets 1 Statement of Operations 3 Statements of Changes in Net Assets 4 Financial Highlights 5 Notes to Financial Statements 9 - -------------------------------------------------- Funds are not FDIC insured and are not guaranteed. It is possible to lose the principal amount invested. Mutual fund advisory services provided by Delaware Management Company, a series of Delaware Management Business Trust, which is a registered investment advisor. (C)2003 Delaware Distributors, L.P. Statement Delaware Decatur Equity Income Fund OF NET ASSETS May 31, 2003 (Unaudited) Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock- 98.77% - -------------------------------------------------------------------------------- Aerospace & Defense - 1.63% Boeing 222,200 $ 6,814,874 Honeywell International 351,500 9,209,300 ------------ 16,024,174 ------------ Automobiles & Automotive Parts - 0.98% General Motors 273,500 9,662,755 ------------ 9,662,755 ------------ Banking & Finance - 19.16% Bank of America 275,082 20,411,084 Bank of New York 616,600 17,850,570 Citigroup 407,400 16,711,548 Comerica 274,600 12,705,742 FleetBoston Financial 495,700 14,657,849 Goldman Sachs Group 183,800 14,979,700 J.P. Morgan Chase 613,890 20,172,425 KeyCorp 358,000 9,451,200 MBNA 626,000 12,551,300 Mellon Financial 615,000 16,709,550 Morgan Stanley 254,400 11,638,800 U.S. Bancorp 864,100 20,479,171 ------------ 188,318,939 ------------ Cable, Media & Publishing - 1.25% Gannett 94,400 7,457,600 Knight-Ridder 68,900 4,853,316 ------------ 12,310,916 ------------ Chemicals - 3.18% Air Products & Chemicals 161,200 7,026,708 Dow Chemical 468,000 14,882,400 Du Pont (E.I.) de Nemours 222,400 9,371,936 ------------ 31,281,044 ------------ Computers & Technology - 6.75% +Cisco Systems 788,500 12,836,780 First Data 175,900 7,285,778 International Business Machines 119,900 10,555,996 Microsoft 532,700 13,109,747 +Oracle 1,111,800 14,464,518 Pitney Bowes 211,900 8,139,079 ------------ 66,391,898 ------------ Consumer Products - 5.75% 3M 58,400 7,385,848 Gillette 346,600 11,649,226 Kimberly-Clark 375,800 19,515,294 Newell Rubbermaid 631,500 17,997,750 ------------ 56,548,118 ------------ Electronics & Electrical Equipment - 5.78% Eaton 101,300 8,502,109 Emerson Electric 183,200 9,581,360 General Electric 455,300 13,067,110 Intel 765,100 15,944,684 Raytheon 305,700 9,794,628 ------------ 56,889,891 ------------ Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Energy - 8.80% ChevronTexaco 354,900 $ 25,176,606 Exxon Mobil 534,326 19,449,466 Kerr-McGee 348,700 16,591,146 Occidental Petroleum 458,200 15,459,668 *Royal Dutch Petroleum ADR 217,300 9,898,015 ------------ 86,574,901 ------------ Food, Beverage & Tobacco - 6.76% Anheuser-Busch 195,200 10,273,376 Coca Cola 159,400 7,263,858 General Mills 274,400 12,836,432 Kellogg Company 341,000 12,003,200 Kraft Foods Class A 219,500 7,111,800 PepsiCo 172,600 7,628,920 Sysco 302,600 9,362,444 ------------ 66,480,030 ------------ Healthcare & Pharmaceuticals - 8.16% Abbott Laboratories 344,200 15,334,110 Baxter International 595,800 15,097,572 Bristol-Myers Squibb 578,000 14,796,800 Pfizer 485,800 15,069,516 Wyeth 456,300 20,008,755 ------------ 80,306,753 ------------ Industrial Machinery - 0.97% Caterpillar 183,500 9,569,525 ------------ 9,569,525 ------------ Insurance - 10.38% Allstate 392,900 14,140,471 Chubb 236,300 15,130,289 John Hancock Financial Services 526,700 15,932,675 *Marsh & McLennan 398,400 19,971,792 *MBIA 163,800 8,198,190 MGIC Investment 212,200 11,463,044 XL Capital Ltd. Class A 197,900 17,227,195 ------------ 102,063,656 ------------ Leisure, Lodging & Entertainment - 3.07% Darden Restaurants 387,600 7,678,356 +MGM Grand 259,000 7,316,750 Starwood Hotels & Resorts 289,600 8,392,608 Worldwide +Westwood One 201,600 6,826,176 ------------ 30,213,890 ------------ Metals & Mining - 0.80% Alcoa 320,200 7,880,122 ------------ 7,880,122 ------------ Paper & Forest Products - 1.75% International Paper 468,918 17,195,223 ------------ 17,195,223 ------------ Retail - 2.10% +Federated Department Stores 229,400 7,455,500 Limited Brands 867,100 13,231,946 ------------ 20,687,446 ------------ 1 Statement Delaware Decatur Equity Income Fund OF NET ASSETS (CONTINUED) Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Telecommunications - 3.21% *Alltel 131,100 $ 6,277,068 BellSouth 247,400 6,558,574 SBC Communications 377,864 9,620,427 Verizon Communications 241,736 9,149,708 ------------ 31,605,777 ------------ Textiles, Apparel & Furniture - 0.72% *Nike 127,200 7,121,928 ------------ 7,121,928 ------------ Transportation & Shipping - 0.79% Burlington Northern Santa Fe 263,400 7,772,934 ------------ 7,772,934 ------------ Utilities - 6.78% BCE 367,400 8,090,148 Dominion Resources 193,600 12,196,800 Exelon 123,300 7,065,090 FirstEnergy 294,400 10,836,864 FPL Group 192,800 12,815,416 *Public Service Enterprise Group 366,300 15,651,999 ------------ 66,656,317 ------------ Total Common Stock (cost $895,428,391) 971,556,237 ------------ Principal Amount - -------------------------------------------------------------------------------- Repurchase Agreements- 1.16% - -------------------------------------------------------------------------------- With BNPParibas 1.24% 6/2/03 (dated 5/30/03, collateralized by $3,918,000 U.S. Treasury Bills due 8/28/03, market value $3,908,423) $3,831,000 3,831,000 With Cantor Fitzgerald 1.24% 6/2/03 (dated 5/30/03, collateralized by $1,277,000 U.S. Treasury Notes 5.25% due 5/15/04, market value $1,329,929 and $589,000 U.S Treasury Notes 7.25% due 5/15/04, market value $624,449) 1,916,000 1,916,000 With J. P. Morgan Securities 1.18% 6/2/03 (dated 5/30/03, collateralized by $970,000 U.S. Treasury Notes 2.125% due 8/31/04, market value $985,892) 966,000 966,000 With UBS Warburg 1.24% 6/2/03 (dated 5/30/03, collateralized by $4,387,000 U.S. Treasury Notes 7.875% due 11/15/04, market value $4,820,909) 4,725,000 4,725,000 ------------ Total Repurchase Agreements (cost $11,438,000) 11,438,000 ------------ - -------------------------------------------------------------------------------- Total Market Value of Securities - 99.93% (cost $906,866,391) $ 982,994,237 Receivables and Other Assets Net of Liabilities - 0.07% 643,666 Short Term Investments Held as Collateral for Loaned Securities - 1.70% (cost $16,759,225)++ 16,759,225 Obligation to Return Securities Lending Collateral - (1.70%) (16,759,225) -------------- Net Assets Applicable to 65,400,676 Shares Outstanding - 100.00% $ 983,637,903 ============== Net Asset Value - Delaware Decatur Equity Income Fund Class A ($864,911,062 / 57,482,145 Shares) $15.05 ------ Net Asset Value - Delaware Decatur Equity Income Fund Class B ($73,105,963 / 4,886,161 Shares) $14.96 ------ Net Asset Value - Delaware Decatur Equity Income Fund Class C ($11,653,082 / 774,103 Shares) $15.05 ------ Net Asset Value - Delaware Decatur Equity Income Fund Class R ($15.05 / 1 Share) $15.05 ------ Net Asset Value - Delaware Decatur Equity Income Fund Institutional Class ($33,967,781 / 2,258,266 Shares) $15.04 ------ Components of Net Assets at May 31, 2003: Shares of beneficial interest (unlimited authorization - no par) $1,078,608,095 Undistributed net investment income** 3,670,719 Accumulated net realized loss on investments (174,768,757) Net unrealized appreciation of investments 76,127,846 -------------- Total net assets $ 983,637,903 ============== *Security is fully or partially on loan. **Undistributed net investment income includes net realized gains (losses) on foreign currencies. Net realized gains (losses) on foreign currencies are treated as net investment income in accordance with provisions of the Internal Revenue Code. +Non-income producing security for the period ended May 31, 2003. ++See Note 7 in "Notes to Financial Statements". Summary of Abbreviations ADR - American Depository Receipts Net Asset Value and Offering Price per Share - Delaware Decatur Equity Income Fund Net asset value Class A (A) $15.05 Sales charge (5.75% of offering price, or 6.11% of amount invested per share) (B) 0.92 ------ Offering price $15.97 ------ (A) Net asset value per share, as illustrated, is the estimated amount which would be paid upon redemption or repurchase of shares. (B) See the current prospectus for purchases of $50,000 or more. See accompanying notes 2 Statement Delaware Decatur Equity Income Fund OF OPERATIONS Six Months Ended May 31, 2003 (Unaudited) Investment Income: Dividends $ 12,393,376 Interest 114,917 Security lending income 19,690 $ 12,527,983 ------------ ------------ Expenses: Management fees 2,862,490 Distribution expenses - Class A 1,002,385 Distribution expenses - Class B 344,276 Distribution expenses - Class C 53,470 Dividend disbursing and transfer agent fees and expenses 795,511 Accounting and administration expenses 204,000 Reports and statements to shareholders 115,486 Registration fees 43,213 Professional fees 38,574 Trustees' fees 21,000 Custodian fees 19,576 Other 139,320 5,639,301 ------------ Less expenses paid indirectly (11,186) ------------ Total expenses 5,628,115 ------------ Net Investment Income 6,899,868 ------------ Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currencies: Net realized gain (loss) on: Investments (34,548,715) Foreign currencies 1,160 ------------ Net realized loss (34,547,555) Net change in unrealized appreciation / depreciation of investments 75,805,972 ------------ Net Realized and Unrealized Gain on Investments and Foreign Currencies 41,258,417 ------------ Net Increase in Net Assets Resulting from Operations $ 48,158,285 ============ See accompanying notes 3 Statements Delaware Decatur Equity Income Fund OF CHANGES IN NET ASSETS Six Months Year Ended Ended 5/31/03 11/30/02 (Unaudited) Increase (Decrease) in Net Assets from Operations: Net investment income $ 6,899,868 $ 11,884,029 Net realized loss on investments and foreign currencies (34,547,555) (35,928,720) Net change in unrealized appreciation / depreciation of investments 75,805,972 (141,882,600) ------------ -------------- Net increase (decrease) in net assets resulting from operations 48,158,285 (165,927,291) ------------ -------------- Dividends and Distributions to shareholders from: Net investment income: Class A (3,558,981) (13,092,548) Class B (36,646) (483,057) Class C (5,500) (63,835) Class R -- -- Institutional Class (178,209) (669,240) ------------ -------------- (3,779,336) (14,308,680) ------------ -------------- Capital Share Transactions: Proceeds from shares sold: Class A 17,463,328 29,791,366 Class B 4,242,651 13,761,204 Class C 1,296,878 3,255,581 Class R 15 -- Institutional Class 2,478,770 6,359,391 Net asset value of shares issued upon reinvestment of dividends and distributions: Class A 3,028,927 11,078,372 Class B 32,222 421,246 Class C 5,093 58,791 Class R -- -- Institutional Class 178,209 669,240 ------------ -------------- 28,726,093 65,395,191 ------------ -------------- Cost of shares repurchased: Class A (64,875,026) (146,002,348) Class B (9,954,772) (24,458,300) Class C (1,326,335) (3,644,568) Class R -- -- Institutional Class (3,176,474) (15,388,563) ------------ -------------- (79,332,607) (189,493,779) ------------ -------------- Decrease in net assets derived from capital share transactions (50,606,514) (124,098,588) ------------ -------------- Net Decrease in Net Assets (6,227,565) (304,334,559) Net Assets: Beginning of period 989,865,468 1,294,200,027 ------------ -------------- End of period $983,637,903 $ 989,865,468 ============ ============== See accompanying notes 4 Financial HIGHLIGHTS Selected data for each share of the Fund outstanding throughout each period were as follows: - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Decatur Equity Income Fund Class A - ----------------------------------------------------------------------------------------------------------------------------------- Six Months Ended Year Ended 5/31/03(3) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $14.320 $16.730 $16.770 $17.200 $21.400 $22.580 Income (loss) from investment operations: Net investment income(1) 0.107 0.170 0.182 0.370 0.476 0.569 Net realized and unrealized gain (loss) on investments 0.683 (2.381) (0.062) 0.050 (0.916) 1.811 ------- ------- ------- ------- ------- ------- Total from investment operations 0.790 (2.211) 0.120 0.420 (0.440) 2.380 ------- ------- ------- ------- ------- ------- Less dividends and distributions from: Net investment income (0.060) (0.199) (0.160) (0.378) (0.540) (0.490) Net realized gain on investments -- -- -- (0.472) (3.220) (3.070) ------- ------- ------- ------- ------- ------- Total dividends and distributions (0.060) (0.199) (0.160) (0.850) (3.760) (3.560) ------- ------- ------- ------- ------- ------- Net asset value, end of period $15.050 $14.320 $16.730 $16.770 $17.200 $21.400 ======= ======= ======= ======= ======= ======= Total return(2) 5.56% (13.34%) 0.75% 2.72% (2.50%) 12.03% Ratios and supplemental data: Net assets, end of period (000 omitted) $864,911 $870,132 $1,132,147 $1,258,738 $1,658,696 $1,969,181 Ratio of expenses to average net assets 1.17% 1.11% 1.07% 1.12% 1.03% 0.90% Ratio of net investment income to average net assets 1.58% 1.10% 1.06% 2.30% 2.59% 2.68% Portfolio turnover 73% 99% 111% 77% 92% 94% (1) The average shares outstanding method has been applied for per share information for the six months ended May 31, 2003 and the years ended November 30, 1999, 2000, 2001 and 2002. (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. (3) Ratios and portfolio turnover have been annualized and total return has not been annualized. See accompanying notes 5 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: - ---------------------------------------------------------------------------------------------------------------------------------- Delaware Decatur Equity Income Fund Class B - ---------------------------------------------------------------------------------------------------------------------------------- Six Months Ended Year Ended 5/31/03(3) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $ 14.240 $16.630 $16.690 $17.120 $21.320 $22.480 Income (loss) from investment operations: Net investment income(1) 0.056 0.054 0.054 0.248 0.333 0.403 Net realized and unrealized gain (loss) on investments 0.671 (2.364) (0.063) 0.059 (0.918) 1.797 -------- ------- ------- ------- ------- ------- Total from investment operations 0.727 (2.310) (0.009) 0.307 (0.585) 2.200 -------- ------- ------- ------- ------- ------- Less dividends and distributions from: Net investment income (0.007) (0.080) (0.051) (0.265) (0.395) (0.290) Net realized gain on investments -- -- -- (0.472) (3.220) (3.070) -------- ------- ------- ------- ------- ------- Total dividends and distributions (0.007) (0.080) (0.051) (0.737) (3.615) (3.360) -------- ------- ------- ------- ------- ------- Net asset value, end of period $ 14.960 $14.240 $16.630 $16.690 $17.120 $21.320 ======== ======= ======= ======= ======= ======= Total return(2) 5.11% (13.96%) (0.05%) 2.01% (3.27%) 11.14% Ratios and supplemental data: Net assets, end of period (000 omitted) $ 73,106 $75,707 $100,41 $99,266 $151,33 $169,985 Ratio of expenses to average net assets 1.92% 1.86% 1.82% 1.88% 1.81% 1.70% Ratio of net investment income to average net assets 0.83% 0.35% 0.31% 1.54% 1.81% 1.88% Portfolio turnover 73% 99% 111% 77% 92% 94% (1) The average shares outstanding method has been applied for per share information for the six months ended May 31, 2003 and the years ended November 30, 1999, 2000, 2001 and 2002. (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. (3) Ratios and portfolio turnover have been annualized and total return has not been annualized. See accompanying notes 6 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: - ---------------------------------------------------------------------------------------------------------------------------------- Delaware Decatur Equity Income Fund Class C - ---------------------------------------------------------------------------------------------------------------------------------- Six Months Ended Year Ended 5/31/03(3) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $14.320 $16.730 $16.780 $17.220 $21.420 $22.570 Income (loss) from investment operations: Net investment income(1) 0.056 0.054 0.053 0.247 0.332 0.402 Net realized and unrealized gain (loss) on investments 0.681 (2.384) (0.052) 0.050 (0.917) 1.808 ------- ------- ------- ------- ------- ------- Total from investment operations 0.737 (2.330) 0.001 0.297 (0.585) 2.210 ------- ------- ------- ------- ------- ------- Less dividends and distributions from: Net investment income (0.007) (0.080) (0.051) (0.265) (0.395) (0.290) Net realized gain on investments -- -- -- (0.472) (3.220) (3.070) ------- ------- ------- ------- ------- ------- Total dividends and distributions (0.007) (0.080) (0.051) (0.737) (3.615) (3.360) ------- ------- ------- ------- ------- ------- Net asset value, end of period $15.050 $14.320 $16.730 $16.780 $17.220 $21.420 ======= ======= ======= ======= ======= ======= Total return(2) 5.15% (14.00%) 0.02% 1.94% (3.25%) 11.14% Ratios and supplemental data: Net assets, end of period (000 omitted) $11,653 $11,098 $13,442 $11,372 $19,511 $23,076 Ratio of expenses to average net assets 1.92% 1.86% 1.82% 1.88% 1.81% 1.70% Ratio of net investment income to average net assets 0.83% 0.35% 0.31% 1.54% 1.81% 1.88% Portfolio turnover 73% 99% 111% 77% 92% 94% (1) The average shares outstanding method has been applied for per share information for the six months ended May 31, 2003 and the years ended November 30, 1999, 2000, 2001 and 2002. (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. (3) Ratios and portfolio turnover have been annualized and total return has not been annualized. As of May 31, 2003, Delaware Decatur Equity Income Fund Class R had one share outstanding, representing the initial seed purchase. Shareholder data for this class is not disclosed because management does not believe it to be meaningful. See accompanying notes 7 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: - ---------------------------------------------------------------------------------------------------------------------------------- Delaware Decatur Equity Income Fund Institutional Class - ---------------------------------------------------------------------------------------------------------------------------------- Six Months Ended Year Ended 5/31/03(3) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $14.320 $16.730 $16.770 $17.200 $21.400 $22.570 Income (loss) from investment operations: Net investment income(1) 0.124 0.209 0.224 0.408 0.516 0.612 Net realized and unrealized gain (loss) on investments 0.675 (2.380) (0.065) 0.054 (0.913) 1.808 ------- ------- ------- ------- ------- ------- Total from investment operations 0.799 (2.171) 0.159 0.462 (0.397) 2.420 ------- ------- ------- ------- ------- ------- Less dividends and distributions from: Net investment income (0.079) (0.239) (0.199) (0.420) (0.583) (0.520) Net realized gain on investments -- -- -- (0.472) (3.220) (3.070) ------- ------- ------- ------- ------- ------- Total dividends and distributions (0.079) (0.239) (0.199) (0.892) (3.803) (3.590) ------- ------- ------- ------- ------- ------- Net asset value, end of period $15.040 $14.320 $16.730 $16.770 $17.200 $21.400 ======= ======= ======= ======= ======= ======= Total return(2) 5.63% (13.11%) 1.00% 2.99% (2.27%) 12.25% Ratios and supplemental data: Net assets, end of period (000 omitted) $33,968 $32,928 $48,192 $52,020 $89,128 $243,245 Ratio of expenses to average net assets 0.92% 0.86% 0.82% 0.88% 0.81% 0.70% Ratio of net investment income to average net assets 1.83% 1.35% 1.31% 2.54% 2.81% 2.88% Portfolio turnover 73% 99% 111% 77% 92% 94% (1) The average shares outstanding method has been applied for per share information for the six months ended May 31, 2003 and the years ended November 30, 1999, 2000, 2001 and 2002. (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. (3) Ratios and portfolio turnover have been annualized and total return has not been annualized. See accompanying notes 8 Notes Delaware Decatur Equity Income Fund TO FINANCIAL STATEMENTS May 31, 2003 (Unaudited) Delaware Group Equity Funds II (the "Trust") is organized as a Delaware business trust and offers four series: Delaware Decatur Equity Income Fund, Delaware Diversified Value Fund, Delaware Growth and Income Fund, and Delaware Social Awareness Fund. These financial statements and related notes pertain to the Delaware Decatur Equity Income Fund (the "Fund"). The Trust is an open-end investment company. The Fund is considered diversified under the Investment Company Act of 1940, as amended, and offers Class A, Class B, Class C, Class R and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares were held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. Class R and Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to a limited group of investors. As of May 31, 2003, Class R has not commenced operations. The investment objective of the Delaware Decatur Equity Income Fund is to seek high current income and capital appreciation. 1. Significant Accounting Policies The following accounting policies are in accordance with accounting principles generally accepted in the United States and are consistently followed by the Fund. Security Valuation -- All equity securities are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange (NYSE) on the valuation date. If on a particular day an equity security does not trade, then the mean between the bid and asked prices will be used. Short-term debt securities having less than 60 days to maturity are valued at amortized cost, which approximates market value. Other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Fund's Board of Trustees. 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, aftermarket trading or with respect to foreign securities or significant events after local market trading (e.g., government actions or pronouncements, trading volume or volatility on markets, exchanges among dealers, or news events). Federal Income Taxes -- The Fund intends to continue to qualify for federal income tax purposes as a regulated investment company and make the requisite distributions to shareholders. Accordingly, no provision for federal income taxes has been made in the financial statements. Class Accounting -- Investment income, common expenses and realized and unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class. Repurchase Agreements -- The Fund may invest in a pooled cash account along with other members of the Delaware Investments Family of Funds. The aggregate daily balance of the pooled cash account is invested in repurchase agreements secured by obligations of the U.S. government. The respective collateral is held by the Fund's custodian bank until the maturity of the respective repurchase agreements. Each repurchase agreement is 102% collateralized. However, in the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral may be subject to legal proceedings. Use of Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of 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. Other -- Expenses common to all funds within the Delaware Investments Family of Funds are allocated amongst the funds on the basis of average net assets. Security transactions are recorded on the date the securities are purchased or sold (trade date). Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. The Fund declares and pays dividends from net investment income quarterly and distributions from net realized gain on investments, if any, annually. Certain expenses of the Fund are paid through commission arrangements with brokers. These transactions are done subject to best execution. The amount of these expenses was approximately $10,951 for the period ended May 31, 2003. In addition, the Fund receives earnings credits from its custodian when positive cash balances are maintained, which are used to offset custody fees. The earnings credits for the period ended May 31, 2003 were approximately $235. The expenses paid under the above arrangements are included in their respective expense captions on the Statement of Operations with the corresponding expense offset shown as "expenses paid indirectly". 2. Investment Management, Administration Agreements and Other Transactions with Affiliates In accordance with the terms of the investment management agreement, the Fund pays Delaware Management Company (DMC), a series of Delaware Management Business Trust and the investment manager, an annual fee which is calculated daily at the rate of 0.65% on the first $500 million of average daily net assets of the Fund, 0.60% on the next $500 million, 0.55% on the next $1.5 billion and 0.50% on average daily net assets in excess of $2.5 billion. The Fund has engaged Delaware Service Company, Inc. (DSC), an affiliate of DMC, to provide dividend disbursing, transfer agent, accounting and administration services. The Fund pays DSC a monthly fee based on the number of shareholder accounts, shareholder transactions and average net assets, subject to certain minimums. Pursuant to a distribution agreement and distribution plan, the Fund pays Delaware Distributors, L.P. (DDLP), the distributor and an affiliate of DMC, an annual fee not to exceed 0.30% of the average daily net assets of the Class A shares, 1.00% of the average daily net assets of the Class B and C shares and 0.60% of the average daily net assets of the Class R shares. No distribution expenses are paid by Institutional Class shares. At May 31, 2003, the Fund had liabilities payable to affiliates as follows: Investment management fee payable to DMC $81,423 Dividend disbursing, transfer agent fees, accounting and other expenses payable to DSC 67,362 Other expenses payable to DMC and affiliates 55,991 9 Notes Delaware Decatur Equity Income Fund TO FINANCIAL STATEMENTS (CONTINUED) 2. Investment Management, Administration Agreements and Other Transactions with Affiliates (continued) For the period ended May 31, 2003, DDLP earned $30,896 for commissions on sales of the Fund's Class A shares. Certain officers of DMC, DSC and DDLP are officers and/or trustees of the Trust. These officers and trustees are paid no compensation by the Fund. 3. Investments For the period ended May 31, 2003, the Fund made purchases of $329,646,553 and sales of $371,640,511 of investment securities other than short-term investments. At May 31, 2003, the cost of investments for federal income tax purposes has been estimated since the final tax characteristics cannot be determined until fiscal year end. At May 31, 2003, the cost of investments was $936,211,952. At May 31, 2003, the net unrealized appreciation was $46,782,285 of which $96,132,380 related to unrealized appreciation of investments and $49,350,095 related to unrealized depreciation of 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 accounting principles generally accepted in the United States. The tax character of dividends and distributions paid during the period ended May 31, 2003 and the year ended November 30, 2002 were as follows: Six Months Year Ended Ended 5/31/03* 11/30/02 Ordinary income $3,779,336 $14,308,680 * Tax information for the period ended May 31, 2003 is an estimate and the tax character of dividends and distributions may be redesignated at fiscal year end. The components of net assets are estimated since final tax characteristics cannot be determined until fiscal year end. As of May 31, 2003, the estimated components of net assets on a tax basis were as follows: Shares of beneficial interest $1,078,608,095 Undistributed ordinary income 3,670,719 Capital loss carryforwards (110,874,481) Net realized capital losses on investments (34,548,715) Unrealized appreciation of investments 46,782,285 -------------- Net assets $ 983,637,903 -------------- For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. Such capital loss carryforwards expire as follows: $95,490,481 expires in 2008 and $15,384,000 expires in 2010. 5. Capital Shares Transactions in capital shares were as follows: Six Months Year Ended Ended 5/31/03 11/30/02 Shares sold: Class A 1,291,751 1,914,834 Class B 314,053 878,134 Class C 96,230 205,962 Class R 1 -- Institutional Class 181,639 400,717 Shares issued upon reinvestment of dividends and distributions: Class A 221,478 691,156 Class B 2,350 25,255 Class C 369 3,504 Class R -- -- Institutional Class 13,040 41,793 ---------- ---------- 2,120,911 4,161,355 ---------- ---------- Shares repurchased: Class A (4,802,227) (9,506,340) Class B (748,191) (1,623,214) Class C (97,402) (237,962) Class R -- -- Institutional Class (236,576) (1,023,411) ---------- ---------- (5,884,396) (12,390,927) ---------- ---------- Net decrease (3,763,485) (8,229,572) ========== ========== For the period ended May 31, 2003 and the year ended November 30, 2002, 87,164 Class B shares were converted to 86,611 Class A shares valued at $1,162,331 and 7,535 Class B shares were converted to 7,483 Class A shares valued at $104,424, respectively. The respective amounts are included in Class B redemptions and Class A subscriptions in the table above and the Statements of Changes in Net Assets. 6. Line of Credit The Fund, along with certain other funds in the Delaware Investments Family of Funds (the "Participants"), participates in a $202,300,000 revolving line of credit facility to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Participants are charged an annual commitment fee, which is allocated across the Participants on the basis of each fund's allocation of the entire facility. The Participants may borrow up to a maximum of one third of their net assets under the agreement. The Fund had no amounts outstanding as of May 31, 2003, or at any time during the period. 10 Notes Delaware Decatur Equity Income Fund TO FINANCIAL STATEMENTS (CONTINUED) 7. Securities Lending The Fund, along with other funds in the Delaware Investments Family of Funds, may lend its securities pursuant to a security lending agreement (Lending Agreement) with J.P. Morgan Chase. Initial security loans made pursuant to the Lending Agreement are required to be secured by U.S. Treasury obligations and/or cash collateral not less than 102% of the market value of the securities issued in the United States and 105% of the market value of securities issued outside the United States. With respect to each loan, if the aggregate market value of the collateral held on any business day 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 not less than the applicable collateral requirements. Cash collateral received is invested in fixed-income securities, with a weighted average maturity not to exceed 90 days, rated in one of the top two tiers by Standard & Poors Ratings Group or Moody's Investors Service, Inc. or repurchase agreements collateralized by such securities. However, 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. At May 31, 2003, the market value of the securities on loan was $16,557,023. The securities on loan were collateralized by the following: Description Market Value - -------------- ------------ UBS Warburg LLC 1.38% 6/2/03 $ 8,876,165 Fannie Mae 1.31% 1/29/04 4,748,435 Barclays London 1.27% 6/17/03 760,793 Goldman Sachs Group 1.52% 7/14/03 664,806 Wilmington Trust Company 1.26% 7/21/03 476,325 Merrill Lynch Mortgage Capital 1.48% 6/6/03 474,861 Racers Series 2002-35-C 1.61% 4/15/04 472,946 Morgan Stanley Dean Witter 1.41% 6/30/04 189,944 Canadian Imperial Bank NY 1.41% 10/9/03 94,950 ----------- $16,759,225 ----------- 11 Delaware Investments(SM) - -------------------------------------- A member of Lincoln Financial Group(R) This semiannual report is for the information of Delaware Decatur Equity Income Fund shareholders, but it may be used with prospective investors when preceded or accompanied by a current prospectus for Delaware Decatur Equity Income Fund and the Delaware Investments Performance Update for the most recently completed calendar quarter. The prospectus sets forth details about charges, expenses, investment objectives, and operating policies of the Fund. You should read the prospectus carefully before you invest. The figures in this report represent past results which are not a guarantee of future results. The return and principal value of an investment in the Fund will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Board of Trustees Affiliated Officers Contact Information Jude T. Driscoll Michael P. Bishof Investment Manager Chairman Senior Vice President and Treasurer Delaware Management Company Delaware Investments Family of Funds Delaware Investments Family of Funds Philadelphia, PA Philadelphia, PA Philadelphia, PA International Affiliate Walter P. Babich Richelle S. Maestro Delaware International Advisers Ltd. Board Chairman Senior Vice President, London, England Citadel Construction Corporation General Counsel and Secretary King of Prussia, PA Delaware Investments Family of Funds National Distributor Philadelphia, PA Delaware Distributors, L.P. Philadelphia, PA David K. Downes President and Chief Executive Officer Shareholder Servicing, Dividend Delaware Investments Family of Funds Disbursing and Transfer Agent Philadelphia, PA Delaware Service Company, Inc. 2005 Market Street John H. Durham Philadelphia, PA 19103-7094 Private Investor Gwynedd Valley, PA For Shareholders 800 523-1918 John A. Fry President For Securities Dealers and Financial Franklin & Marshall College Institutions Representatives Only Lancaster, PA 800 362-7500 Anthony D. Knerr Web site Managing Director www.delawareinvestments.com Anthony Knerr & Associates New York, NY Ann R. Leven Former Treasurer/Chief Fiscal Officer National Gallery of Art Washington, DC Thomas F. Madison President and Chief Executive Officer MLM Partners, Inc. Minneapolis, MN Janet L. Yeomans Vice President/Mergers & Acquisitions 3M Corporation St. Paul, MN (7900) Printed in the USA SA-001 [6/03] IVES 7/03 J9267 Delaware Investments(SM) -------------------------------------- STRUCTURED EQUITY A member of Lincoln Financial Group(R) SemiAnnual Report 2003 - -------------------------------------------------------------------------------- DELAWARE DIVERSIFIED VALUE FUND [Logo] POWERED BY RESEARCH.(SM) Table OF CONTENTS - ----------------------------------------------------------------- FINANCIAL STATEMENTS: Statement of Net Assets 1 Statement of Operations 4 Statements of Changes in Net Assets 5 Financial Highlights 6 Notes to Financial Statements 9 - ----------------------------------------------------------------- Funds are not FDIC insured and are not guaranteed. It is possible to lose the principal amount invested. Mutual fund advisory services provided by Delaware Management Company, a series of Delaware Management Business Trust, which is a registered investment advisor. (C) 2003 Delaware Distributors, L.P. Statement Delaware Diversified Value Fund OF NET ASSETS May 31, 2003 (Unaudited) Number of Market Shares Value - ----------------------------------------------------------------------------- Common Stock - 98.75% - ----------------------------------------------------------------------------- Aerospace & Defense - 2.77% General Dynamics 2,300 $ 153,686 +L-3 Communications 2,800 121,380 Northrop Grumman 1,800 158,310 Raytheon 4,800 153,792 United Technologies 5,200 354,900 ----------- 942,068 ----------- Automobiles & Automotive Parts - 0.81% General Motors 7,800 275,574 ----------- 275,574 ----------- Banking - 14.88% Bank of America 13,100 972,020 Bank One 8,700 325,032 Banknorth Group 3,300 84,546 Comerica 4,500 208,215 FleetBoston Financial 8,500 251,345 Golden West Financial 1,700 132,243 GreenPoint Financial 2,100 106,449 Hibernia Class A 3,100 59,861 Mellon Financial 6,900 187,473 National City 10,100 341,582 State Street Bank 5,500 210,705 US Bancorp 16,400 388,680 Wachovia 14,700 590,646 Washington Mutual 10,700 436,346 Wells Fargo 15,900 767,970 ----------- 5,063,113 ----------- Basic Industry/Capital Goods - 2.14% General Electric 5,900 169,330 Hillenbrand Industries 3,500 179,025 Johnson Controls 2,400 199,800 Pentair 4,600 178,756 ----------- 726,911 ----------- Building & Materials - 0.70% D.R. Horton 4,800 126,192 KB Home 1,800 112,500 ----------- 238,692 ----------- Business Services - 1.49% +Cendant 15,000 252,000 Eastman Kodak 8,300 254,312 ----------- 506,312 ----------- Cable, Media & Publishing - 8.39% +AOL Time Warner 36,400 554,008 +Clear Channel Communications 5,900 240,130 +Comcast Class A 15,300 460,683 +Comcast Special Class A 5,900 170,038 Disney (Walt) 13,400 263,310 +General Motors - Hughes Electronics 14,000 170,800 +Liberty Media Class A 14,400 168,480 McGraw-Hill 2,000 126,420 Number of Market Shares Value - ----------------------------------------------------------------------------- Common Stock (continued) - ----------------------------------------------------------------------------- Cable, Media & Publishing (continued) +USA Interactive 4,400 $ 169,180 +Viacom 11,700 532,584 ----------- 2,855,633 ----------- Chemicals - 3.01% Air Products & Chemicals 3,700 161,283 duPont (E.I.) deNemours 6,600 278,124 IMC Global 10,800 94,392 Lubrizol 2,500 79,750 Praxair 3,000 179,970 Rohm & Haas 3,300 107,019 Sigma-Aldrich 2,400 125,544 ----------- 1,026,082 ----------- Computers & Technology - 5.82% +Emulex 4,800 118,560 Hewlett-Packard 14,400 280,800 International Business Machines 7,500 660,300 +Intuit 3,000 138,270 Microchip Technology 6,600 157,146 Microsoft 13,100 322,391 +Oracle 11,800 153,518 +Veritas Software 5,400 149,850 ----------- 1,980,835 ----------- Consumer Products - 3.78% 3M 2,800 354,116 Colgate-Palmolive 1,900 113,278 Fortune Brands 1,800 94,320 Newell Rubbermaid 7,000 199,500 Procter & Gamble 5,700 523,374 ----------- 1,284,588 ----------- Electronics & Electrical Equipment - 0.72% Emerson Electric 4,700 245,810 ----------- 245,810 ----------- Energy - 10.35% Amerada Hess 3,200 156,800 Anadarko Petroleum 3,600 177,408 Apache 1,400 92,288 ChevronTexaco 7,600 539,144 ConocoPhillips 5,000 269,850 Devon Energy 3,800 197,600 Exxon Mobil 44,700 1,627,080 Marathon Oil 6,300 162,099 Occidental Petroleum 6,300 212,562 Unocal 3,000 90,270 ----------- 3,525,101 ----------- Environmental Services - 0.99% Waste Management 13,200 336,204 ----------- 336,204 ----------- 1 Statement Delaware Diversified Value Fund OF NET ASSETS (CONTINUED) Number of Market Shares Value - ----------------------------------------------------------------------------- Common Stock (continued) - ----------------------------------------------------------------------------- Finance - 11.17% American Express 5,300 $ 220,798 Bear Stearns 2,900 224,083 Block (H&R) 3,300 135,102 Citigroup 35,000 1,435,700 Countrywide Credit Industries 2,400 176,760 Freddie Mac 4,300 257,183 Goldman Sachs Group 1,800 146,700 J.P. Morgan Chase & Company 11,500 377,890 Merrill Lynch & Company 6,400 277,120 Morgan Stanley & Company 12,000 549,000 ----------- 3,800,336 ----------- Food, Beverage & Tobacco - 2.31% Anheuser-Busch 1,400 73,682 Archer-Daniels-Midland 10,800 129,276 Coca-Cola 4,500 205,065 Kraft Foods - Class A 6,400 207,360 McDonald's 9,200 172,316 ----------- 787,699 ----------- Healthcare & Pharmaceuticals - 5.27% Aetna 3,300 189,486 Baxter International 5,700 144,438 +Guidant 2,300 97,244 HCA - The Healthcare Company 5,000 165,000 Merck & Company 9,200 511,336 Pfizer 8,800 272,976 Schering-Plough 12,400 228,780 +Steris 4,600 103,730 +Tenet Healthcare 4,900 81,781 ----------- 1,794,771 ----------- Industrial Machinery - 0.31% Deere & Co. 2,400 104,808 ----------- 104,808 ----------- Insurance - 5.38% Aflac 2,200 72,402 Allstate 9,300 334,707 American International Group 9,500 549,860 John Hancock Financial Services 5,300 160,325 Met Life 8,100 226,557 Nationwide Financial Services 2,900 93,554 Old Republic International 2,200 75,548 Principal Financial Group 2,900 92,104 Prudential Financial 6,800 227,936 ----------- 1,832,993 ----------- Leisure, Lodging & Entertainment - 0.35% Harley-Davidson 2,800 118,048 ----------- 118,048 ----------- Packaging & Containers - 0.74% Bemis 1,900 86,982 +Pactiv 4,200 82,110 Number of Market Shares Value - ----------------------------------------------------------------------------- Common Stock (continued) - ----------------------------------------------------------------------------- Packaging & Containers (continued) Sonoco Products 3,700 $ 83,139 ----------- 252,231 ----------- Paper & Forest Products - 1.48% International Paper 9,100 333,697 Kimberly-Clark 3,300 171,369 ----------- 505,066 ----------- REITs - 0.72% Duke-Weeks Realty 3,100 87,978 Equity Office Properties Trust 5,900 158,769 ----------- 246,747 ----------- Retail - 3.31% +Best Buy 2,300 89,010 CVS 6,300 164,430 Home Depot 5,700 185,193 Nordstrom 6,600 123,090 +Office Depot 9,800 131,320 Penney (J.C.) 11,200 193,984 V F Corporation 2,200 83,754 +Yum! Brands 5,600 156,576 ----------- 1,127,357 ----------- Telecommunications - 6.61% +AT&T Wireless Services 21,500 167,055 BellSouth 10,000 265,100 +Cisco Systems 8,000 130,240 +JDS Uniphase 11,700 45,279 Qualcomm 5,300 177,974 SBC Communications 31,100 791,806 Verizon Communications 17,800 673,730 ----------- 2,251,184 ----------- Transportation & Shipping - 1.11% CSX 7,400 242,350 FedEx 2,100 134,358 ----------- 376,708 ----------- Utilities - 4.14% American Electric Power 6,500 188,760 Dominion Resources 1,700 107,100 DTE Energy 2,400 103,992 Duke Energy 9,700 187,986 +Edison International 8,000 130,240 Exelon 3,400 194,820 FirstEnergy 3,900 143,559 FPL Group 2,000 132,940 KeySpan 2,900 102,138 TXU 5,900 119,416 ----------- 1,410,951 ----------- Total Common Stock (cost $31,375,717) 33,615,822 ----------- 2 Statement Delaware Diversified Value Fund OF NET ASSETS (CONTINUED) Principal Market Amount Value - ----------------------------------------------------------------------------- Repurchase Agreements - 1.14% - ----------------------------------------------------------------------------- With BNP Paribas 1.24% 6/2/03 (dated 5/30/03, collateralized by $133,300 U.S. Treasury Bills due 8/28/03, market value $132,923) $ 130,300 $ 130,300 With Cantor Fitzgerald 1.24% 6/2/03 (dated 5/30/03, collateralized by $43,450 U.S. Treasury Notes 5.25% due 5/15/04, market value $45,230 and $20,050 U.S Treasury Notes 7.25% due 5/15/04, market value $21,237) 65,150 65,150 With J. P. Morgan Securities 1.18% 6/2/03 (dated 5/30/03, collateralized by $32,950 U.S. Treasury Notes 2.125% due 8/31/04, market value $33,530) 32,850 32,850 With UBS Warburg 1.24% 6/2/03 (dated 5/30/03, collateralized by $149,200 U.S. Treasury Notes 7.875% due 11/15/04, market value $163,956) 160,700 160,700 ----------- Total Repurchase Agreements (cost $389,000) 389,000 ----------- Total Market Value of Securities - 99.89% (cost $31,764,717) 34,004,822 Receivables and Other Assets Net of Liabilities - 0.11% 38,784 ----------- Net Assets Applicable to 3,926,041 Shares Outstanding - 100.00% $34,043,606 =========== Net Asset Value - Delaware Diversified Value Fund Class A ($200,298 / 23,114 Shares) $8.67 ----- Net Asset Value - Delaware Diversified Value Fund Class B ($162,992 / 18,858 Shares) $8.64 ----- Net Asset Value - Delaware Diversified Value Fund Class C ($64,379 / 7,449 Shares) $8.64 ----- Net Asset Value - Delaware Diversified Value Fund Institutional Class ($33,615,937 / 3,876,620 Shares) $8.67 ----- - ----------------------------------------------------------------------------- Components of Net Assets at May 31, 2003: Shares of beneficial interest (unlimited authorization - no par) $34,931,126 Undistributed net investment income 187,840 Accumulated net realized loss on investments (3,315,465) Net unrealized appreciation of investments 2,240,105 ----------- Total net assets $34,043,606 =========== +Non-income producing security for the period ended May 31, 2003. Summary of Abbreviations: REIT - Real Estate Investment Trust Net Asset Value and Offering Price per Share - Delaware Diversified Value Fund Net asset value Class A (A) $8.67 Sales charge (5.75% of offering price, or 6.11% of the amount invested per share) (B) 0.53 ----- Offering price $9.20 ===== (A) Net asset value per share, as illustrated, is the estimated amount which would be paid upon the redemption or repurchase of shares. (B) See the current prospectus for purchases of $50,000 or more. See accompanying notes 3 Statement Delaware Diversified Value Fund OF OPERATIONS Six Months Ended May 31, 2003 (Unaudited) Investment Income: Dividends $322,646 Interest 2,501 $ 325,147 -------- Expenses: Management fees 88,133 Registration fees 29,000 Reports and statements to shareholders 9,834 Dividend disbursing and transfer agent fees and expenses 9,430 Accounting and administration expenses 5,400 Custodian fees 2,330 Trustees' fees 1,481 Professional fees 960 Distribution expenses-- Class A 135 Distribution expenses-- Class B 468 Distribution expenses-- Class C 173 Other 3,763 151,107 -------- Less expenses absorbed or waived (48,709) Less waived distribution expenses-- Class A (22) Less expenses paid indirectly (326) ---------- Total expenses 102,050 ---------- Net Investment Income 223,097 ---------- Net Realized and Unrealized Gain (Loss) on Investments: Net realized loss on investments (1,195,241) Net change in unrealized appreciation/depreciation of investments 3,085,219 ---------- Net Realized and Unrealized Gain on Investments 1,889,978 ---------- Net Increase in Net Assets Resulting from Operations $2,113,075 ========== See accompanying notes 4 Statements Delaware Diversified Value Fund OF CHANGES IN NET ASSETS Six Months Year Ended Ended 5/31/03 11/30/02 (Unaudited) Increase (Decrease) in Net Assets from Operations: Net investment income $223,097 $264,412 Net realized loss on investments (1,195,241) (1,754,945) Net change in unrealized appreciation/depreciation of investments 3,085,219 (697,909) ----------- ----------- Net increase (decrease) in net assets resulting from operations 2,113,075 (2,188,442) ----------- ----------- Dividends and Distributions to Shareholders from: Net investment income: Class A (664) (169) Class B (495) -- Class C (60) -- Institutional Class (280,307) (106,073) ----------- ----------- (281,526) (106,242) ----------- ----------- Capital Share Transactions: Proceeds from shares sold: Class A 159,306 22,304 Class B 138,360 12,071 Class C 51,647 27,103 Institutional Class 10,942,032 11,505,844 Net asset value of shares issued upon reinvestment of dividends and distributions: Class A 590 169 Class B 400 -- Class C -- -- Institutional Class 280,307 106,073 ----------- ----------- 11,572,642 11,673,564 ----------- ----------- Cost of shares repurchased: Class A (12,453) (15) Class B -- -- Class C (18,524) -- Institutional Class (2,687,354) (23,912) ----------- ----------- (2,718,331) (23,927) ----------- ----------- Increase in net assets derived from capital share transactions 8,854,311 11,649,637 ----------- ----------- Net Increase in Net Assets 10,685,860 9,354,953 Net Assets: Beginning of period 23,357,746 14,002,793 ----------- ----------- End of period $34,043,606 $23,357,746 =========== =========== See accompanying notes 5 Financial HIGHLIGHTS Selected data for each share of the Fund outstanding throughout each period were as follows: - ---------------------------------------------------------------------------------------------------------- Delaware Diversified Value Fund Class A - ---------------------------------------------------------------------------------------------------------- Six Months Ended Year Ended 5/31/03(1) 11/30/02 11/30/01 11/30/00(2) (Unaudited) Net asset value, beginning of period $8.300 $9.490 $10.150 $10.690 Income (loss) from investment operations: Net investment income(3) 0.055 0.113 0.116 0.125 Net realized and unrealized gain (loss) on investments 0.396 (1.231) (0.309) 0.092 ------ ------ ------- ------- Total from investment operations 0.451 (1.118) (0.193) 0.217 ------ ------ ------- ------- Less dividends and distributions: From net investment income (0.081) (0.072) (0.103) (0.070) From net realized gain on investments -- -- (0.147) (0.687) In excess of net realized gain on investments -- -- (0.217) -- ------ ------ ------- ------- Total dividends and distributions (0.081) (0.072) (0.467) (0.757) ------ ------ ------- ------- Net asset value, end of period $8.670 $8.300 $9.490 $10.150 ====== ====== ======= ======= Total return(4) 5.51% (11.88%) (2.11%) 2.32% Ratios and supplemental data: Net assets, end of period (000 omitted) $200 $42 $22 $23 Ratio of expenses to average net assets 1.00% 1.03% 0.75% 0.75% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 1.40% 1.60% 1.08% 1.10% Ratio of net investment income to average net assets 1.41% 1.27% 1.18% 1.23% Ratio of net investment income to average net assets prior to expense limitation and expenses paid indirectly 1.01% 0.70% 0.85% 0.88% Portfolio turnover 120% 61% 101% 130% (1) Ratios and portfolio turnover have been annualized and total return has not been annualized. (2) Shares of the Delaware Diversified Value Fund Class A were initially offered on September 15, 1998. Prior to the fiscal year ended November 30, 2000, there was a balance of 1 share representing the initial seed purchase. Financial Highlights for the periods ended November 30, 1998 and 1999 are not presented because the data is not believed to be meaningful. (3) The average shares outstanding method has been applied for per share information. (4) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return reflects a waiver and payment of fees by the manager and the distributor, as applicable. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 6 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: - ---------------------------------------------------------------------------------------------------------------------- Delaware Diversified Delaware Diversified Value Fund Class B Value Fund Class C - ---------------------------------------------------------------------------------------------------------------------- Six Months 4/30/02(2) Six Months 4/30/02(2) Ended to Ended to 5/31/03(1) 11/30/02 5/31/03(1) 11/30/02 (Unaudited) (Unaudited) Net asset value, beginning of period $8.310 $9.480 $8.280 $9.480 Income (loss) from investment operations: Net investment income(3) 0.026 0.030 0.026 0.032 Net realized and unrealized gain (loss) on investments 0.385 (1.200) 0.393 (1.232) ------ ------ ------ ------ Total from investment operations 0.411 (1.170) 0.419 (1.200) ------ ------ ------ ------ Less dividends and distributions from: Net investment income (0.081) -- (0.059) -- Net realized gain on investments -- -- -- -- ------ ------ ------ ------ Total dividends and distributions (0.081) -- (0.059) -- ------ ------ ------ ------ Net asset value, end of period $8.640 $8.310 $8.640 $8.280 ====== ====== ====== ====== Total return(4) 5.02% (12.34%) 5.11% (12.66%) Ratios and supplemental data: Net assets, end of period (000 omitted) $163 $13 $64 $27 Ratio of expenses to average net assets 1.75% 1.93% 1.75% 1.93% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 2.10% 2.62% 2.10% 2.62% Ratio of net investment income to average net assets 0.66% 0.59% 0.66% 0.59% Ratio of net investment income (loss) to average net assets prior to expense limitation and expenses paid indirectly 0.31% (0.10%) 0.31% (0.10%) Portfolio turnover 120% 61% 120% 61% (1) Ratios and portfolio turnover have been annualized and total return has not been annualized. (2) Date of commencement of operations; ratios and portfolio turnover have been annualized and total return has not been annualized. (3) The average shares outstanding method has been applied for per share information. (4) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return reflects a waiver and payment of fees by the manager. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 7 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Diversified Value Fund Institutional Class - ----------------------------------------------------------------------------------------------------------------------------------- Six Months 9/15/98(2) Ended Year Ended to 5/31/03(1) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $8.310 $9.490 $10.150 $10.690 $9.540 $8.500 Income (loss) from investment operations: Net investment income(3) 0.065 0.126 0.116 0.125 0.129 0.026 Net realized and unrealized gain (loss) on investments 0.392 (1.234) (0.309) 0.092 1.108 1.014 ------ ------ ------ ------- ------- ------ Total from investment operations 0.457 (1.108) (0.193) 0.217 1.237 1.040 ------ ------ ------ ------- ------- ------ Less dividends and distributions: From net investment income (0.097) (0.072) (0.103) (0.070) (0.037) -- From net realized gain on investments -- -- (0.147) (0.687) (0.050) -- In excess of net realized gain on investments -- -- (0.217) -- -- -- ------ ------ ------ ------- ------- ------ Total dividends and distributions (0.097) (0.072) (0.467) (0.757) (0.087) -- ------ ------ ------ ------- ------- ------ Net asset value, end of period $8.670 $8.310 $9.490 $10.150 $10.690 $9.540 ====== ====== ====== ======= ======= ====== Total return(4) 5.59% (11.77%) (2.11%) 2.32% 13.05% 12.24% Ratios and supplemental data: Net assets, end of period (000 omitted) $33,616 $23,276 $13,980 $15,327 $5,143 $2,244 Ratio of expenses to average net assets 0.75% 0.87% 0.75% 0.75% 0.75% 0.75% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 1.10% 1.30% 0.78% 0.80% 1.24% 1.24% Ratio of net investment income to average net assets 1.66% 1.43% 1.18% 1.23% 1.25% 1.41% Ratio of net investment income to average net assets prior to expense limitation and expenses paid indirectly 1.31% 1.00% 1.15% 1.18% 0.76% 0.92% Portfolio turnover 120% 61% 101% 130% 111% 74% (1) Ratios and portfolio turnover have been annualized and total return has not been annualized. (2) Date of commencement of operations; ratios and portfolio turnover have been annualized and total return has not been annualized. (3) The average shares outstanding method has been applied for per share information. (4) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total investment return reflects a waiver and payment of fees by the manager. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 8 Notes Delaware Diversified Value Fund TO FINANCIAL STATEMENTS May 31, 2003 (Unaudited) Delaware Group Equity Funds II (the "Trust") is organized as a Delaware business trust and offers four series: Delaware Decatur Equity Income Fund, Delaware Diversified Value Fund, Delaware Growth and Income Fund and Delaware Social Awareness Fund. These financial statements and the related notes pertain to Delaware Diversified Value Fund (the "Fund"). The Trust is an open-end investment company. The Fund is considered diversified under the Investment Company Act of 1940, as amended, and offers Class A, Class B, Class C, Class R, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first twelve months. Class R and Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to a limited group of investors. Class R shares have not commenced operations. The investment objective of the Fund is to achieve capital appreciation with current income as a secondary objective. 1. Significant Accounting Policies The following accounting policies are in accordance with accounting principles generally accepted in the United States and are consistently followed by the Fund. Security Valuation -- All equity securities are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange (NYSE) on the valuation date. If on a particular day an equity security does not trade, then the mean between the bid and asked prices will normally be used. Short-term debt securities having less than 60 days to maturity are valued at amortized cost, which approximates market value. Other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Fund's Board of Trustees. 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 with respect to foreign securities, after market trading or significant events after local market trading (e.g., government actions or pronouncements, trading volume or volatility on markets, exchanges among dealers, or news events). Federal Income Taxes -- The Fund intends to continue to qualify for federal income tax purposes as a regulated investment company and make the requisite distributions to shareholders. Accordingly, no provision for federal income taxes has been made in the financial statements. Class Accounting -- Investment income, common expenses and realized and unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class. Repurchase Agreements -- The Fund may invest in a pooled cash account along with other members of the Delaware Investments Family of Funds. The aggregate daily balance of the pooled cash account is invested in repurchase agreements secured by obligations of the U.S. government. The respective collateral is held by the Fund's custodian bank until the maturity of the respective repurchase agreements. Each repurchase agreement is 102% collateralized. However, in the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral may be subject to legal proceedings. Use of Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of 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. Other -- Expenses common to all funds within the Delaware Investments Family of Funds are allocated amongst the funds on the basis of average net assets. Security transactions are recorded on the date the securities are purchased or sold (trade date). Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. The Fund declares and pays dividends from net investment income and distributions from net realized gain from investments, if any, annually. Certain expenses of the Fund are paid through commission arrangements with brokers. These transactions are done subject to best execution. The amount of these expenses was approximately $325 for the period ended May 31, 2003. In addition, the Fund receives earnings credits from its custodian when positive cash balances are maintained, which are used to offset custody fees. The earnings credits for the period ended May 31, 2003, was approximately $1. The expenses paid under the above arrangements are included in their respective expense captions on the Statement of Operations with the corresponding expense offset shown as "expenses paid indirectly". 2. Investment Management, Administration Agreement and Other Transactions with Affiliates In accordance with the terms of the investment management agreement, the Fund pays Delaware Management Company (DMC), a series of Delaware Management Business Trust and the investment manager, an annual fee which is calculated daily at the rate of 0.65% on the first $500 million of average daily net assets of the Fund, 0.60% on the next $500 million, 0.55% on the next $1.5 billion and 0.50% on average daily net assets in excess of $2.5 billion. DMC has contracted to waive that portion, if any, of its management fee and reimburse the Fund to the extent necessary to ensure that annual operating expenses, exclusive of taxes, interest, brokerage commissions, distribution fees, and extraordinary expenses, do not exceed 0.75% of average daily net assets of the Fund through January 31, 2004. The Fund has engaged Delaware Service Company, Inc. (DSC), an affiliate of DMC, to provide dividend disbursing, transfer agent, accounting and administration services. The Fund pays DSC a monthly fee based on the number of shareholder accounts, shareholder transactions and average net assets, subject to certain minimums. Pursuant to a distribution agreement and distribution plan, the Fund pays Delaware Distributors, L.P. (DDLP), the distributor and an affiliate of DMC, an annual fee not to exceed 0.30% of the average daily net assets of the Class A shares, 1.00% of the average daily net assets of the Class B and C shares and 0.60% of the average daily net assets of Class R shares. DDLP has elected to waive its fees through January 31, 2004 in order to prevent distribution fees of Class A shares from exceeding 0.25% of average daily net assets. No distribution expenses are paid by Institutional Class shares. 9 Notes Delaware Diversified Value Fund TO FINANCIAL STATEMENTS (CONTINUED) 2. Investment Management, Administration Agreement and Other Transactions with Affiliates (continued) At May 31, 2003, the Fund had liabilities payable to affiliates as follows: Investment management fee payable to DMC $10,940 Dividend disbursing, transfer agent fees, accounting and other expenses payable to DSC 3,012 Other expenses payable to DMC and affiliates 890 For the period ended May 31, 2003, DDLP earned $86 for commissions on sales of the Fund's Class A shares. Certain officers of DMC, DSC and DDLP are officers and/or trustees of the Trust. These officers and trustees are paid no compensation by the Fund. 3. Investments For the period ended May 31, 2003, the Fund made purchases of $24,572,943 and sales of $16,089,575 of investment securities other than short-term investments. At May 31, 2003, the cost of investments for federal income tax purposes has been estimated since the tax characteristics cannot be determined until fiscal year end. At May 31, 2003, the cost of investments was $32,190,753. At May 31, 2003, the unrealized appreciation was $1,814,069 of which $2,398,773 related to unrealized appreciation of investments and $584,704 related to unrealized depreciation of 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 accounting principles generally accepted in the United States. The tax character of dividends and distributions paid during the period ended May 31, 2003 and the year ended November 30, 2002 were as follows: 2003* 2002 Ordinary income $281,526 $106,242 *Tax information for the period ended May 31, 2003, is an estimate and the tax character of dividends and distributions may be redesignated at fiscal year end. The components of net assets are estimated since final tax characteristics cannot be determined until fiscal year end. As of May 31, 2003, the components of net assets on a tax basis were as follows: Shares of beneficial interest $34,931,126 Undistributed ordinary income 187,840 Net realized capital loss on investments (1,202,564) Capital loss carryforwards (1,686,865) Unrealized appreciation of investments 1,814,069 ----------- Net assets $34,043,606 =========== For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. Such capital loss carryforwards expire as follows: $48,010 expires in 2009 and $1,638,855 expires in 2010. 5. Capital Shares Transactions in capital shares were as follows: Six Months Year Ended Ended 5/31/03 11/30/02 Shares sold: Class A 19,642 2,649 Class B 17,290 1,518 Class C 6,423 3,282 Institutional Class 1,385,477 1,318,970 Shares issued upon reinvestment of dividends and distributions: Class A 73 18 Class B 50 -- Class C -- -- Institutional Class 34,907 11,166 ---------- ---------- 1,463,862 1,337,603 ---------- ---------- Shares repurchased: Class A (1,619) (2) Class B -- -- Class C (2,256) -- Institutional Class (344,123) (3,013) ---------- ---------- (347,998) (3,015) ---------- ---------- Net increase 1,115,864 1,334,588 ========= ========= 6. Line of Credit The Fund, along with certain other funds in the Delaware Investments Family of Funds (the "Participants"), participates in a $202,300,000 revolving line of credit facility to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Participants are charged an annual commitment fee, which is allocated across the Participants on the basis of each fund's allocation of the entire facility. The Participants may borrow up to a maximum of one-third of their net assets under the agreement. The Fund had no amount outstanding at May 31, 2003, or at any time during the period. 10 Delaware Investments(SM) - -------------------------------------- A member of Lincoln Financial Group(R) This semiannual report is for the information of Delaware Diversified Value Fund shareholders, but it may be used with prospective investors when preceded or accompanied by a current prospectus for Delaware Diversified Value Fund and the Delaware Investments Performance Update for the most recently completed calendar quarter. The prospectus sets forth details about charges, expenses, investment objectives, and operating policies of the Fund. You should read the prospectus carefully before you invest. The figures in this report represent past results which are not a guarantee of future results. The return and principal value of an investment in the Fund will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Board of Trustees Affiliated Officers Contact Information Jude T. Driscoll Michael P. Bishof Investment Manager Chairman Senior Vice President and Treasurer Delaware Management Company Delaware Investments Family of Funds Delaware Investments Family of Funds Philadelphia, PA Philadelphia, PA Philadelphia, PA International Affiliate Walter P. Babich Richelle S. Maestro Delaware International Advisers Ltd. Board Chairman Senior Vice President, London, England Citadel Construction Corporation General Counsel and Secretary King of Prussia, PA Delaware Investments Family of Funds National Distributor Philadelphia, PA Delaware Distributors, L.P. David K. Downes Philadelphia, PA President and Chief Executive Officer Delaware Investments Family of Funds Shareholder Servicing, Dividend Philadelphia, PA Disbursing and Transfer Agent Delaware Service Company, Inc. John H. Durham 2005 Market Street Private Investor Philadelphia, PA 19103-7094 Gwynedd Valley, PA For Shareholders John A. Fry 800 523-1918 President Franklin & Marshall College For Securities Dealers and Financial Lancaster, PA Institutions Representatives Only 800 362-7500 Anthony D. Knerr Managing Director Web site Anthony Knerr & Associates www.delawareinvestments.com New York, NY Ann R. Leven Former Treasurer/Chief Fiscal Officer National Gallery of Art Washington, DC Thomas F. Madison President and Chief Executive Officer MLM Partners, Inc. Minneapolis, MN Janet L. Yeomans Vice President/Mergers & Acquisitions 3M Corporation St. Paul, MN (7912) Printed in the USA SA-456 [5/03] IVES 7/03 J9277 Delaware Investments(SM) -------------------------------------- VALUE-EQUITY A member of Lincoln Financial Group(R) Semiannual Report 2003 - -------------------------------------------------------------------------------- DELAWARE GROWTH AND INCOME FUND [Logo] POWERED BY RESEARCH.(SM) Table OF CONTENTS - -------------------------------------------------- FINANCIAL STATEMENTS: Statement of Net Assets 1 Statement of Operations 3 Statements of Changes in Net Assets 4 Financial Highlights 5 Notes to Financial Statements 9 - -------------------------------------------------- Funds are not FDIC insured and are not guaranteed. It is possible to lose the principal amount invested. Mutual fund advisory services provided by Delaware Management Company, a series of Delaware Management Business Trust, which is a registered investment advisor. (C) 2003 Delaware Distributors, L.P. Statement Delaware Growth and Income Fund OF NET ASSETS May 31, 2003 (Unaudited) Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock - 99.42% - -------------------------------------------------------------------------------- Aerospace & Defense - 1.76% Boeing 108,800 $ 3,336,896 Honeywell International 189,400 4,962,280 ------------ 8,299,176 ------------ Automobiles & Automotive Parts - 0.81% General Motors 108,700 3,840,371 ------------ 3,840,371 ------------ Banking & Finance - 22.09% Bank of America 132,548 9,835,062 Bank of New York 215,700 6,244,515 Charter One Financial 152,900 4,657,334 Citigroup 248,400 10,189,368 *Comerica 134,300 6,214,061 FleetBoston Financial 147,400 4,358,618 Goldman Sachs Group 123,600 10,073,400 J.P. Morgan Chase 326,150 10,717,289 KeyCorp 81,100 2,141,040 MBNA 341,000 6,837,050 Mellon Financial 303,600 8,248,812 Morgan Stanley 229,400 10,495,050 U.S. Bancorp 417,300 9,890,010 Wells Fargo 93,200 4,501,560 ------------ 104,403,169 ------------ Cable, Media & Publishing - 1.23% Gannett 45,200 3,570,800 *Knight-Ridder 31,900 2,247,036 ------------ 5,817,836 ------------ Chemicals - 4.35% Air Products & Chemicals 101,300 4,415,667 Dow Chemical 252,000 8,013,600 duPont (E.I.) deNemours 107,800 4,542,692 Rohm & Haas 110,800 3,593,244 ------------ 20,565,203 ------------ Computers & Technology - 7.08% +Cisco Systems 384,500 6,259,660 First Data 122,500 5,073,950 Hewlett-Packard 197,100 3,843,450 International Business Machines 51,300 4,516,452 Microsoft 271,400 6,679,154 +Oracle 544,200 7,080,042 ------------ 33,452,708 ------------ Consumer Products - 4.92% Gillette 149,700 5,031,417 Kimberly-Clark 181,000 9,399,330 Newell Rubbermaid 309,300 8,815,050 ------------ 23,245,797 ------------ Electronics & Electrical Equipment - 6.72% Emerson Electric 90,000 4,707,000 General Electric 274,400 7,875,280 Intel 359,600 7,494,064 Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Electronics & Electrical Equipment (continued) +National Semiconductor 96,100 $ 2,398,656 Raytheon 150,600 4,825,224 Texas Instruments 218,000 4,469,000 ------------ 31,769,224 ------------ Energy - 7.25% ChevronTexaco 86,500 6,136,310 Exxon Mobil 299,254 10,892,846 Kerr-McGee 138,500 6,589,830 Occidental Petroleum 172,500 5,820,150 Royal Dutch Petroleum - ADR 105,800 4,819,190 ------------ 34,258,326 ------------ Food, Beverage & Tobacco - 4.53% Anheuser-Busch 95,900 5,047,217 General Mills 70,600 3,302,668 Kraft Foods - Class A 107,200 3,473,280 PepsiCo 110,600 4,888,520 Sysco 152,200 4,709,068 ------------ 21,420,753 ------------ Healthcare & Pharmaceuticals - 8.15% Abbott Laboratories 189,600 8,446,680 Baxter International 291,400 7,384,076 Bristol-Myers Squibb 211,900 5,424,640 Pfizer 212,020 6,576,860 Wyeth 243,600 10,681,860 ------------ 38,514,116 ------------ Industrial Machinery - 2.31% Caterpillar 101,700 5,303,655 Deere 128,300 5,602,861 ------------ 10,906,516 ------------ Insurance - 11.32% Allstate 132,900 4,783,071 American International Group 88,900 5,145,532 Chubb 114,600 7,337,838 John Hancock Financial Services 255,000 7,713,750 Marsh & McLennan 188,800 9,464,544 *MBIA 79,600 3,983,980 MGIC Investment 133,800 7,227,876 XL Capital Ltd. - Class A 90,100 7,843,205 ------------ 53,499,796 ------------ Leisure, Lodging & Entertainment - 4.16% Darden Restaurants 248,100 4,914,861 +MGM Grand 127,400 3,599,050 Starwood Hotels & Resorts Worldwide 141,400 4,097,772 *Walt Disney 188,400 3,702,060 +Westwood One 98,300 3,328,438 ------------ 19,642,181 ------------ Metals & Mining - 1.00% Alcoa 192,200 4,730,042 ------------ 4,730,042 ------------ 1 Statement Delaware Growth and Income Fund OF NET ASSETS (CONTINUED) Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Paper & Forest Products - 1.78% International Paper 229,990 $ 8,433,733 ----------- 8,433,733 ----------- Retail - 1.23% Target 158,500 5,805,855 ----------- 5,805,855 ----------- Telecommunications - 3.14% Alltel 92,600 4,433,688 SBC Communications 183,711 4,677,282 Verizon Communications 151,672 5,740,785 ----------- 14,851,755 ----------- Textiles, Apparel & Furniture - 1.14% Nike 96,700 5,414,233 ----------- 5,414,233 ----------- Utilities - 4.45% BCE 258,500 5,692,170 Dominion Resources 78,500 4,945,500 FirstEnergy 138,100 5,083,461 FPL Group 79,600 5,291,012 ----------- 21,012,143 ----------- Total Common Stock (cost $446,847,979) 469,882,933 ----------- Principal Amount - -------------------------------------------------------------------------------- Repurchase Agreements - 0.72% - -------------------------------------------------------------------------------- With BNP Paribas 1.24% 6/2/03 (dated 5/30/03, collateralized by $1,167,000 U.S. Treasury Bills due 8/28/03, market value $1,164,531) $1,141,000 1,141,000 With Cantor Fitzgerald 1.24% 6/2/03 (dated 5/30/03, collateralized by $381,000 U.S. Treasury Notes 5.25% due 5/15/04, market value $396,258 and $175,000 U.S Treasury Notes 7.25% due 5/15/04, market value $186,057) 571,000 571,000 With J. P. Morgan Securities 1.18% 6/2/03 (dated 5/30/03, collateralized by $289,000 U.S. Treasury Notes 2.125% due 8/31/04, market value $293,751) 288,000 288,000 With UBS Warburg 1.24% 6/2/03 (dated 5/30/03, collateralized by $1,307,000 U.S. Treasury Notes 7.875% due 11/15/04, market value $1,436,410) 1,408,000 1,408,000 ---------- Total Repurchase Agreements (cost $3,408,000) 3,408,000 ---------- - -------------------------------------------------------------------------------- Total Market Value of Securities - 100.14% (cost $450,255,979) $473,290,933 Liabilities Net of Receivables and Other Assets - (0.14%) (653,083) Short Term Investment Held as Collateral for Loaned Securities - 1.17% (cost $5,530,425)++ 5,530,425 Obligation to Return Securities Lending Collateral - (1.17%)++ (5,530,425) ------------ Net Assets Applicable to 37,846,666 Shares Outstanding - 100.00% $472,637,850 ============ Net Asset Value - Delaware Growth and Income Fund Class A ($326,274,636 / 26,079,216 Shares) $12.51 ------ Net Asset Value - Delaware Growth and Income Fund Class B ($81,936,995 / 6,605,676 Shares) $12.40 ------ Net Asset Value - Delaware Growth and Income Fund Class C ($18,670,481 / 1,508,341 Shares) $12.38 ------ Net Asset Value - Delaware Growth and Income Fund Class R ($12.51 / 1 Share) $12.51 ------ Net Asset Value - Delaware Growth and Income Fund Institutional Class ($45,755,725 / 3,653,432 Shares) $12.52 ------ Components of Net Assets at May 31, 2003: Shares of beneficial interest (unlimited authorization - no par) $575,183,355 Undistributed net investment income** 1,562,744 Accumulated net realized loss on investments (127,143,203) Net unrealized appreciation of investments 23,034,954 ------------ Total net assets $472,637,850 ============ *Security is fully or partially on loan. **Undistributed net investment income includes net realized gains (losses) on foreign currencies. Net realized gains (losses) on foreign currencies are treated as net investment income in accordance with provisions of the Internal Revenue Code. +Non-income producing security for the period ended May 31, 2003. ++See Note 7 in "Notes to Financial Statements". Summary of Abbreviations ADR -- American Depositary Receipts Net Asset Value and Offering Price per Share - Delaware Growth and Income Fund Net asset value Class A (A) $12.51 Sales charge (5.75% of offering price, or 6.08% of amount invested per share) (B) 0.76 ------ Offering price $13.27 ------ (A) Net asset value per share, as illustrated, is the estimated amount which would be paid upon redemption or repurchase of shares. (B) See the current prospectus for purchases of $50,000 or more. See accompanying notes 2 Statement Delaware Growth and Income Fund OF OPERATIONS Six Months Ended May 31, 2003 (Unaudited) Investment Income: Dividends $ 5,601,789 Interest 49,300 Security lending income 12,128 $ 5,663,217 ------------ ------------ Expenses: Management fees 1,444,032 Distribution expenses - Class A 461,866 Distribution expenses - Class B 391,931 Distribution expenses - Class C 87,239 Dividend disbursing and transfer agent fees and expenses 825,062 Accounting and administration expenses 101,900 Reports and statements to shareholders 83,362 Registration fees 32,200 Professional fees 19,170 Trustees' fees 12,000 Custodian fees 7,867 Other 88,014 3,554,643 Less expenses paid indirectly (5,576) ------------ Total expenses 3,549,067 ------------ Net Investment Income 2,114,150 ------------ Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currencies: Net realized gain (loss) on: Investments (22,579,869) Foreign currencies 816 ------------ Net realized loss (22,579,053) Net change in unrealized appreciation/depreciation of investments 38,618,094 ------------ Net Realized and Unrealized Gain on Investments and Foreign Currencies 16,039,041 ------------ Net Increase in Net Assets Resulting from Operations $ 18,153,191 ============ See accompanying notes 3 Statements Delaware Growth and Income Fund OF CHANGES IN NET ASSETS Six Months Year Ended Ended 5/31/03 11/30/02 (Unaudited) Increase (Decrease) in Net Assets from Operations: Net investment income $ 2,114,150 $ 2,220,698 Net realized loss on investments and foreign currencies (22,579,053) (29,306,106) Net change in unrealized appreciation/depreciation of investments 38,618,094 (101,044,899) ------------ ------------- Net increase (decrease) in net assets resulting from operations 18,153,191 (128,130,307) ------------ ------------- Dividends and Distributions to Shareholders from: Net investment income: Class A (2,292,140) (1,870,784) Institutional Class (414,962) (345,204) ------------ ------------- (2,707,102) (2,215,988) ------------ ------------- Capital Share Transactions: Proceeds from shares sold: Class A 9,243,770 28,930,298 Class B 2,182,261 9,269,882 Class C 1,404,138 4,638,930 Class R 13 -- Institutional Class 4,228,225 9,136,337 Net asset value of shares issued upon reinvestment of dividends and distributions: Class A 2,126,309 1,731,179 Institutional Class 414,960 345,204 ------------ ------------- 19,599,676 54,051,830 ------------ ------------- Cost of shares repurchased: Class A (34,737,656) (94,095,839) Class B (11,050,862) (31,859,254) Class C (2,538,944) (7,766,315) Institutional Class (2,464,148) (26,845,202) ------------ ------------- (50,791,610) (160,566,610) ------------ ------------- Decrease in net assets derived from capital share transactions (31,191,934) (106,514,780) ------------ ------------- Net Decrease in Net Assets (15,745,845) (236,861,075) Net Assets: Beginning of period 488,383,695 725,244,770 ------------ ------------- End of period $472,637,850 $ 488,383,695 ============ ============= See accompanying notes 4 Financial HIGHLIGHTS Selected data for each share of the Fund outstanding throughout each period were as follows: - ------------------------------------------------------------------------------------------------------------------------------------ Delaware Growth and Income Fund Class A - ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended Year Ended 5/31/03(1) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $12.060 $14.920 $15.290 $16.350 $19.120 $19.230 Income (loss) from investment operations: Net investment income(2) 0.061 0.068 0.062 0.151 0.221 0.280 Net realized and unrealized gain (loss) on investments 0.471 (2.871) (0.421) (0.230) (0.556) 1.930 ------- ------- ------- ------- ------- ------- Total from investment operations 0.532 (2.803) (0.359) (0.079) (0.335) 2.210 ------- ------- ------- ------- ------- ------- Less dividends and distributions from: Net investment income (0.082) (0.057) (0.011) (0.213) (0.235) (0.240) Net realized gain on investments -- -- -- (0.768) (2.200) (2.080) ------- ------- ------- ------- ------- ------- Total dividends and distributions (0.082) (0.057) (0.011) (0.981) (2.435) (2.320) ------- ------- ------- ------- ------- ------- Net asset value, end of period $12.510 $12.060 $14.920 $15.290 $16.350 $19.120 ======= ======= ======= ======= ======= ======= Total return(3) 4.47% (18.86%) (2.29%) (0.39%) (2.00%) 12.70% Ratios and supplemental data: Net assets, end of period (000 omitted) $326,275 $339,318 $493,459 $577,400 $871,409 $1,006,642 Ratio of expenses to average net assets 1.48% 1.40% 1.30% 1.35% 1.20% 1.13% Ratio of net investment income to average net assets 1.06% 0.51% 0.40% 1.02% 1.28% 1.52% Portfolio turnover 59% 83% 98% 87% 94% 87% (1) Ratios and portfolio turnover have been annualized and total return has not been annualized. (2) The average shares outstanding method has been applied for per share information for the six months ended May 31, 2003 and the years ended November 30, 1999, 2000, 2001 and 2002. (3) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. See accompanying notes 5 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: - ------------------------------------------------------------------------------------------------------------------------------------ Delaware Growth and Income Fund Class B - ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended Year Ended 5/31/03(1) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $11.910 $14.790 $15.250 $16.300 $19.090 $19.200 Income (loss) from investment operations: Net investment income (loss)(2) 0.022 (0.025) (0.045) 0.047 0.100 0.151 Net realized and unrealized gain (loss) on investments 0.468 (2.855) (0.415) (0.224) (0.560) 1.917 ------- ------- ------- ------- ------- ------- Total from investment operations 0.490 (2.880) (0.460) (0.177) (0.460) 2.068 ------- ------- ------- ------- ------- ------- Less dividends and distributions from: Net investment income -- -- -- (0.105) (0.130) (0.098) Net realized gain on investments -- -- -- (0.768) (2.200) (2.080) ------- ------- ------- ------- ------- ------- Total dividends and distributions -- -- -- (0.873) (2.330) (2.178) ------- ------- ------- ------- ------- ------- Net asset value, end of period $12.400 $11.910 $14.790 $15.250 $16.300 $19.090 ======= ======= ======= ======= ======= ======= Total return(3) 4.11% (19.47%) (2.95%) (1.05%) (2.72%) 11.92% Ratios and supplemental data: Net assets, end of period (000 omitted) $81,937 $88,109 $135,565 $141,911 $213,533 $218,584 Ratio of expenses to average net assets 2.18% 2.10% 2.00% 2.05% 1.90% 1.83% Ratio of net investment income (loss) to average net assets 0.36% (0.19%) (0.30%) 0.32% 0.58% 0.82% Portfolio turnover 59% 83% 98% 87% 94% 87% (1) Ratios and portfolio turnover have been annualized and total return has not been annualized. (2) The average shares outstanding method has been applied for per share information for the six months ended May 31, 2003 and the years ended November 30, 1999, 2000, 2001 and 2002. (3) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. See accompanying notes 6 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: - ------------------------------------------------------------------------------------------------------------------------------------ Delaware Growth and Income Fund Class C - ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended Year Ended 5/31/03(1) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $11.880 $14.760 $15.210 $16.270 $19.050 $19.160 Income (loss) from investment operations: Net investment income (loss)2 0.022 (0.025) (0.045) 0.047 0.100 0.153 Net realized and unrealized gain (loss) on investments 0.478 (2.855) (0.405) (0.234) (0.550) 1.915 ------- ------- ------- ------- ------- ------- Total from investment operations 0.500 (2.880) (0.450) (0.187) (0.450) 2.068 ------- ------- ------- ------- ------- ------- Less dividends and distributions from: Net investment income -- -- -- (0.105) (0.130) (0.098) Net realized gain on investments -- -- -- (0.768) (2.200) (2.080) ------- ------- ------- ------- ------- ------- Total dividends and distributions -- -- -- (0.873) (2.330) (2.178) ------- ------- ------- ------- ------- ------- Net asset value, end of period $12.380 $11.880 $14.760 $15.210 $16.270 $19.050 ======= ======= ======= ======= ======= ======= Total return3 4.21% (19.51%) (2.96%) (1.05%) (2.71%) 12.00% Ratios and supplemental data: Net assets, end of period (000 omitted) $18,670 $19,132 $27,576 $28,350 $45,026 $48,683 Ratio of expenses to average net assets 2.18% 2.10% 2.00% 2.05% 1.90% 1.83% Ratio of net investment income (loss) to average net assets 0.36% (0.19%) (0.30%) 0.32% 0.58% 0.82% Portfolio turnover 59% 83% 98% 87% 94% 87% (1) Ratios and portfolio turnover have been annualized and total return has not been annualized. (2) The average shares outstanding method has been applied for per share information for the six months ended May 31, 2003 and the years ended November 30, 1999, 2000, 2001 and 2002. (3) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. As of May 31, 2003, the Delaware Growth and Income Fund Class R had one share outstanding, representing the initial share purchase. Shareholder data for this class is not disclosed because management does not believe it to be meaningful. See accompanying notes 7 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: - ------------------------------------------------------------------------------------------------------------------------------------ Delaware Growth and Income Fund Institutional Class - ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended Year Ended 5/31/03(1) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $12.090 $14.960 $15.300 $16.370 $19.150 $19.260 Income (loss) from investment operations: Net investment income(2) 0.078 0.108 0.108 0.196 0.273 0.346 Net realized and unrealized gain (loss) on investments 0.472 (2.875) (0.423) (0.235) (0.553) 1.917 ------- ------- ------- ------- ------- ------- Total from investment operations 0.550 (2.767) (0.315) (0.039) (0.280) 2.263 ------- ------- ------- ------- ------- ------- Less dividends and distributions from: Net investment income (0.120) (0.103) (0.025) (0.263) (0.300) (0.293) Net realized gain on investments -- -- -- (0.768) (2.200) (2.080) ------- ------- ------- ------- ------- ------- Total dividends and distributions (0.120) (0.103) (0.025) (1.031) (2.500) (2.373) ------- ------- ------- ------- ------- ------- Net asset value, end of period $12.520 $12.090 $14.960 $15.300 $16.370 $19.150 ======= ======= ======= ======= ======= ======= Total return(3) 4.64% (18.63%) (2.07%) (0.05%) (1.68%) 13.07% Ratios and supplemental data: Net assets, end of period (000 omitted) $45,756 $41,824 $68,645 $69,906 $117,377 $112,381 Ratio of expenses to average net assets 1.18% 1.10% 1.00% 1.05% 0.90% 0.83% Ratio of net investment income to average net assets 1.36% 0.81% 0.70% 1.32% 1.58% 1.82% Portfolio turnover 59% 83% 98% 87% 94% 87% (1) Ratios and portfolio turnover have been annualized and total return has not been annualized. (2) The average shares outstanding method has been applied for per share information for the six months ended May 31, 2003 and the years ended November 30, 1999, 2000, 2001 and 2002. (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. See accompanying notes 8 Notes Delaware Growth and Income Fund TO FINANCIAL STATEMENTS May 31, 2003 (Unaudited) Delaware Group Equity Funds II (the "Trust") is organized as a Delaware business trust and offers four series: Delaware Decatur Equity Income Fund, Delaware Diversified Value Fund, Delaware Growth and Income Fund, and Delaware Social Awareness Fund. These financial statements and related notes pertain to the Delaware Growth and Income Fund (the "Fund"). The Trust is an open-end investment company. The Fund is considered diversified under the Investment Company Act of 1940, as amended, and offers Class A, Class B, Class C, Class R and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. Class R and Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to a limited group of investors. As of May 31, 2003 Class R has not commenced operations. The investment objective of the Delaware Growth and Income Fund is to seek capital appreciation with current income as a secondary objective. 1. Significant Accounting Policies The following accounting policies are in accordance with accounting principles generally accepted in the United States and are consistently followed by the Fund. Security Valuation -- All equity securities are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange (NYSE) on the valuation date. If on a particular day an equity security does not trade, then the mean between the bid and asked prices will be used. Short-term debt securities having less than 60 days to maturity are valued at amortized cost, which approximates market value. Other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Fund's Board of Trustees. 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 with respect to foreign securities, aftermarket trading or significant events after local market trading (e.g., government actions or pronouncements, trading volume or volatility on markets, exchanges among dealers or news events). Federal Income Taxes -- The Fund intends to continue to qualify for federal income tax purposes as a regulated investment company and make the requisite distributions to shareholders. Accordingly, no provision for federal income taxes has been made in the financial statements. Class Accounting -- Investment income, common expenses and realized and unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class. Repurchase Agreements -- The Fund may invest in a pooled cash account along with other members of the Delaware Investments Family of Funds. The aggregate daily balance of the pooled cash account is invested in repurchase agreements secured by obligations of the U.S. government. The respective collateral is held by the Fund's custodian bank until the maturity of the respective repurchase agreements. Each repurchase agreement is 102% collateralized. However, in the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral may be subject to legal proceedings. Use of Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of 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. Other -- Expenses common to all funds within the Delaware Investments Family of Funds are allocated amongst the funds on the basis of average net assets. Security transactions are recorded on the date the securities are purchased or sold (trade date). Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. The Fund declares and pays dividends from net investment income and distributions from net realized gain on investments, if any, annually. Certain expenses of the Fund are paid through commission arrangements with brokers. These transactions are done subject to best execution. The amount of these expenses was approximately $5,332 for the period ended May 31, 2003. In addition, the Fund receives earnings credits from its custodian when positive cash balances are maintained, which are used to offset custody fees. The earnings credits for the period ended May 31, 2003 were approximately $244. The expenses paid under the above arrangements are included in their respective expense captions on the Statement of Operations with the corresponding expense offset shown as "expenses paid indirectly". 2. Investment Management, Administration Agreements and Other Transactions with Affiliates In accordance with the terms of the investment management agreement, the Fund pays Delaware Management Company (DMC), a series of Delaware Management Business Trust and the investment manager, an annual fee which is calculated daily at a 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. The Fund has engaged Delaware Service Company, Inc. (DSC), an affiliate of DMC, to provide dividend disbursing, transfer agent, accounting and administration services. The Fund pays DSC a monthly fee based on the number of shareholder accounts, shareholder transactions and average net assets, subject to certain minimums. Pursuant to the distribution agreement and distribution plan, the Fund pays Delaware Distributors, L.P. (DDLP), the distributor and an affiliate of DMC, an annual fee not to exceed 0.30% of the average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and C shares and 0.60% of the average daily net assets of Class R shares. No distribution expenses are paid by Institutional Class shares. At May 31, 2003, the Fund had liabilities payables to affiliates as follows: Investment management fee payable to DMC $43,679 Dividend disbursing, transfer agent fees, accounting and other expenses payable to DSC 94,542 Other expenses payable to DMC and affiliates 32,623 For the period ended May 31, 2003, DDLP earned $20,880 for commissions on sales of the Fund's Class A shares. Certain officers of DMC, DSC and DDLP are officers and/or trustees of the Trust. These officers and trustees are paid no compensation by the Fund. 9 Notes Delaware Growth and Income Fund TO FINANCIAL STATEMENTS (CONTINUED) 3. Investments For the period ended May 31, 2003, the Fund made purchases of $129,060,466 and sales of $156,370,389 of investment securities other than U.S. government securities and short-term investments. At May 31, 2003, the cost of investments for federal income tax purposes has been estimated since the final tax characteristics cannot be determined until fiscal year end. At May 31, 2003, the cost of investments was $461,031,719. At May 31, 2003, net unrealized appreciation was $12,259,214 of which $45,865,918 related to unrealized appreciation of investments and $33,606,704 related to unrealized depreciation of 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 accounting principles generally accepted in the United States. The tax character of dividends and distributions paid during the period ended May 31, 2003 and year ended November 31, 2002 were as follows: Six Months Year Ended Ended 5/31/03* 10/31/02 Ordinary Income $2,707,102 $2,215,988 *Tax information for the period ended May 31, 2003 is an estimate and the tax character of dividends and distributions may be redesignated at fiscal year end. The components of net assets are estimated since final tax characteristics cannot be determined until fiscal year end. As of May 31, 2003, the estimated components of net assets on a tax basis were as follows: Shares of beneficial interest $575,183,355 Undistributed ordinary income 1,562,744 Net realized capital losses on investments (22,579,053) Capital loss carryforwards (93,788,410) Unrealized appreciation of investments 12,259,214 ------------ Net assets $472,637,850 ============ For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. Such capital loss carryforwards expire as follows: $69,792,803 expires in 2008 and $23,995,607 expires in 2010. 5. Capital Shares Transactions in capital shares were as follows: Six Months Year Ended Ended 5/31/03 11/30/02 Shares sold: Class A 813,428 2,140,778 Class B 193,606 682,031 Class C 125,417 345,768 Class R 1 -- Institutional Class 374,211 679,327 Shares issued upon reinvestment of dividends and distributions: Class A 185,057 115,953 Institutional Class 36,115 23,122 ---------- ---------- 1,727,835 3,986,979 ---------- ---------- Shares repurchased: Class A (3,064,978) (7,183,563) Class B (986,081) (2,451,814) Class C (226,919) (604,713) Institutional Class (216,222) (1,830,479) ---------- ---------- (4,494,200) (12,070,569) ---------- ---------- Net decrease (2,766,365) (8,083,590) ========== ========== For the period ended May 31, 2003 and the year ended November 30, 2002, 81,993 Class B shares were converted to 81,158 Class A shares valued at $915,771 and 14,752 Class B shares were converted to 14,589 Class A shares valued at $170,563, respectively. The respective amounts are included in Class B redemptions and Class A subscriptions in the table above and the Statements of Changes in Net Assets. 6. Line of Credit The Fund, along with certain other funds in the Delaware Investment Family of Funds (the "Participants"), participates in a $202,300,000 revolving line of credit facility to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Participants are charged an annual commitment fee, which is allocated across the Participants on the basis of each fund's allocation of the entire facility. The Participants may borrow up to a maximum of one third of their net assets under the agreement. The Fund had no amounts outstanding as of May 31, 2003, or at any time during the period. 10 Notes Delaware Growth and Income Fund TO FINANCIAL STATEMENTS (CONTINUED) 7. Securities Lending The Fund, along with other funds in the Delaware Investments Family of Funds, may lend its securities pursuant to a security lending agreement (Lending Agreement) with J.P. Morgan Chase. Initial security loans made pursuant to the Lending Agreement are required to be secured by U.S. Treasury obligations and/or cash collateral not less than 102% of the market value of the securities issued in the United States and 105% of the market value of securities issued outside the United States. With respect to each loan, if the aggregate market value of the collateral held on any business day 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 not less than the applicable collateral requirements. Cash collateral received is invested in fixed-income securities, with a weighted average maturity not to exceed 90 days, rated in one of the top two tiers by Standard & Poors Ratings Group or Moody's Investors Service, Inc. or repurchase agreements collateralized by such securities. However, 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. At May 31, 2003, the market value of the securities on loan was $5,519,461. The securities on loan were collateralized by the following: Description Market Value - -------------- ------------ UBS Warburg LLC 1.38% 6/2/03 $2,929,071 Fannie Mae 1.31% 1/29/04 1,566,950 Barclays London 1.27% 6/17/03 251,056 Goldman Sachs Group 1.52% 7/14/03 219,381 Wilmington Trust Company 1.26% 7/21/03 157,184 Merrill Lynch Mortgage Capital 1.48% 6/6/03 156,701 Racers Series 2002-35-C 1.61% 4/15/04 156,069 Morgan Stanley Dean Witter 1.41% 6/30/04 62,680 Canadian Imperial Bank NY 1.41% 10/9/03 31,333 ---------- $5,530,425 ========== 11 This page intentionally left blank. 12 Delaware Investments(SM) - -------------------------------------- A member of Lincoln Financial Group(R) This semiannual report is for the information of Delaware Growth and Income Fund shareholders, but it may be used with prospective investors when preceded or accompanied by a current prospectus for Delaware Growth and Income Fund and the Delaware Investments Performance Update for the most recently completed calendar quarter. The prospectus sets forth details about charges, expenses, investment objectives, and operating policies of the Fund. You should read the prospectus carefully before you invest. The figures in this report represent past results which are not a guarantee of future results. The return and principal value of an investment in the Fund will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Board of Trustees Affiliated Officers Contact Information Jude T. Driscoll Michael P. Bishof Investment Manager Chairman Senior Vice President and Treasurer Delaware Management Company Delaware Investments Family of Funds Delaware Investments Family of Funds Philadelphia, PA Philadelphia, PA Philadelphia, PA International Affiliate Walter P. Babich Richelle S. Maestro Delaware International Advisers Ltd. Board Chairman Senior Vice President, London, England Citadel Construction Corporation General Counsel and Secretary King of Prussia, PA Delaware Investments Family of Funds National Distributor Philadelphia, PA Delaware Distributors, L.P. David K. Downes Philadelphia, PA President and Chief Executive Officer Delaware Investments Family of Funds Shareholder Servicing, Dividend Philadelphia, PA Disbursing and Transfer Agent Delaware Service Company, Inc. John H. Durham 2005 Market Street Private Investor Philadelphia, PA 19103-7094 Gwynedd Valley, PA For Shareholders John A. Fry 800 523-1918 President Franklin & Marshall College For Securities Dealers and Financial Lancaster, PA Institutions Representatives Only 800 362-7500 Anthony D. Knerr Managing Director Web site Anthony Knerr & Associates www.delawareinvestments.com New York, NY Ann R. Leven Former Treasurer/Chief Fiscal Officer National Gallery of Art Washington, DC Thomas F. Madison President and Chief Executive Officer MLM Partners, Inc. Minneapolis, MN Janet L. Yeomans Vice President/Mergers & Acquisitions 3M Corporation St. Paul, MN (7901) Printed in the USA SA-018 [6/03] IVES 7/03 J9268 Delaware Investments (SM) ---------------- BLEND A member of Lincoln Financial Group(R) Semiannual Report 2003 - -------------------------------------------------------------------------------- DELAWARE SOCIAL AWARENESS FUND [Logo] POWERED BY RESEARCH.(SM) Table OF CONTENTS - ----------------------------------------------------------- FINANCIAL STATEMENTS: Statement of Net Assets 1 Statement of Operations 4 Statements of Changes in Net Assets 5 Financial Highlights 6 Notes to Financial Statements 10 - ----------------------------------------------------------- Funds are not FDIC insured and are not guaranteed. It is possible to lose the principal amount invested. Mutual fund advisory services provided by Delaware Management Company, a series of Delaware Management Business Trust, which is a registered investment advisor. (C)2003 Delaware Distributors, L.P. Statement Delaware Social Awareness Fund OF NET ASSETS May 31, 2003 (Unaudited) Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock- 98.96% - -------------------------------------------------------------------------------- Automobiles & Automotive Parts - 0.87% Arvinmeritor 5,800 $ 103,182 Delphi Automotive Systems 9,600 84,672 +Gentex 4,000 124,560 +Lear 2,200 87,516 ---------- 399,930 ---------- Banking & Finance - 16.42% American Express 12,400 516,584 AmSouth Bancorp 6,900 154,008 Bank of America 12,400 920,080 Bank One 1,200 44,832 Bear Stearns 1,900 146,813 Block (H&R) 6,500 266,110 Citigroup 32,700 1,341,354 Comerica 5,700 263,739 Countrywide Credit Industries 2,100 154,665 FleetBoston Financial 3,800 112,366 Freddie Mac 11,500 687,815 J.P. Morgan Chase 8,300 272,738 MBNA 6,100 122,305 Mellon Financial 7,800 211,926 Merrill Lynch & Company 4,100 177,530 Morgan Stanley 8,600 393,450 SEI Investments 3,300 95,865 US Bancorp 14,395 341,162 Wachovia 4,100 164,738 Washington Mutual 12,100 493,438 Wells Fargo 13,700 661,710 ---------- 7,543,228 ---------- Basic Industry/Capital Goods - 4.59% +American Standard 3,700 273,763 Avery Dennison 4,600 255,208 Federal Signal 12,800 231,424 Hillenbrand Industries 6,200 317,130 Ingersoll-Rand 5,800 254,040 Pentair 7,600 295,336 Teleflex 5,900 254,467 York International 8,700 225,243 ---------- 2,106,611 ---------- Building & Materials - 0.54% KB Home 4,000 250,000 ---------- 250,000 ---------- Business Services - 1.72% Pitney Bowes 6,600 253,506 +Republic Services 12,600 301,266 ServiceMaster 22,300 237,049 ---------- 791,821 ---------- Cable, Media & Publishing - 7.32% +AOL Time Warner 55,700 847,754 +Clear Channel Communications 11,200 455,840 +Comcast Special Class A 26,800 772,376 Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Cable, Media & Publishing (continued) +Liberty Media Class A 25,200 $ 294,840 McGraw-Hill 2,500 158,025 +USA Interactive 6,700 257,615 Walt Disney 29,300 575,745 ---------- 3,362,195 ---------- Chemicals - 2.52% Ecolab 7,200 387,000 Lubrizol 3,000 95,700 Praxair 4,400 263,956 RPM International 8,300 103,169 Sigma-Aldrich 5,900 308,629 ---------- 1,158,454 ---------- Consumer Non-Durable/Other - 8.89% Clorox 5,300 236,698 +Coach 3,700 181,781 Coca-Cola Enterprises 11,600 217,500 Deluxe 4,600 216,062 +Energizer Holdings 8,000 254,240 General Mills 3,400 159,052 Gillette 12,900 433,569 Heinz (H.J.) 8,400 277,788 Kellogg Company 9,100 320,320 McDonald's 18,700 350,251 Newell Rubbermaid 13,596 387,486 Nike 4,100 229,559 Pepsi Bottling Group 10,100 205,939 Wrigley, (WM) Jr. 4,800 271,200 +Yum! Brands 12,200 341,112 ---------- 4,082,557 ---------- Consumer Services/Other - 0.58% +Cendant 16,000 268,800 ---------- 268,800 ---------- Electronics & Electrical Equipment - 2.17% Emerson Electric 12,300 643,290 +JDS Uniphase 14,400 55,728 Matsushita Electric ADR 8,400 77,700 Sony ADR 8,000 218,720 ---------- 995,438 ---------- Energy - 5.63% Apache 4,672 307,978 +BJ Services 6,600 268,686 Burlington Resources 6,400 341,056 EOG Resources 6,700 288,770 Equitable Resources 9,200 370,392 +Noble 6,400 228,224 Noble Energy 7,700 280,511 Questar 7,800 251,784 +Smith International 6,100 249,429 ---------- 2,586,830 ---------- 1 Statement Delaware Social Awareness Fund OF NET ASSETS (CONTINUED) Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Healthcare & Pharmaceuticals - 14.52% Abbott Laboratories 29,600 $ 1,318,680 Allergan 2,400 173,064 +Amgen 6,800 440,028 Baxter International 9,400 238,196 Becton Dickinson 7,000 280,000 C.R. Bard 2,100 147,315 Cardinal Health 4,600 265,466 +Cytyc 8,700 90,393 Eli Lilly 23,300 1,392,640 +Forest Laboratories 6,000 303,000 +Genentech 4,800 300,528 +Guidant 6,400 270,592 HCA - The Healthcare Company 11,000 363,000 McKesson 8,859 268,605 PerkinElmer 16,000 204,640 +Steris 6,400 144,320 +Tenet Healthcare 12,950 216,136 +Wellpoint Health Networks 3,000 256,020 ---------- 6,672,623 ---------- Insurance - 4.43% Aflac 3,400 111,894 Allstate 9,800 352,702 American International Group 14,662 848,637 John Hancock Financial Services 4,100 124,025 Marsh & McLennan 3,100 155,403 Nationwide Financial Services 4,200 135,492 Old Republic International 2,300 78,982 UnitedHealth Group 2,400 230,256 ---------- 2,037,391 ---------- Packaging & Containers - 0.91% Bemis 3,000 137,340 +Pactiv 7,500 146,625 Sonoco Products 5,900 132,573 ---------- 416,538 ---------- Retail - 6.63% +Best Buy 6,100 236,070 CVS 10,200 266,220 Home Depot 21,600 701,784 J.C. Penney 17,300 299,636 +Kohl's 8,900 465,915 Nordstrom 17,600 328,240 +Office Depot 12,200 163,480 Ross Stores 4,000 168,840 +Safeway 6,300 118,692 +Saks 19,400 181,972 V F Corporation 3,000 114,210 ---------- 3,045,059 ---------- Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Technology/Communications - 3.78% +Ciena 13,900 $ 79,925 +Cisco Systems 52,000 846,560 Nokia ADR 17,300 312,092 Qualcomm 14,800 496,984 ---------- 1,735,561 ---------- Technology/Hardware - 2.79% +Dell Computer 26,000 813,540 +Emulex 6,200 153,140 Hewlett-Packard 16,132 314,574 ---------- 1,281,254 ---------- Technology/Semiconductors - 4.60% +Altera 15,100 291,128 +Applied Materials 5,200 80,912 Intel 54,100 1,127,444 Microchip Technology 10,300 245,243 Texas Instruments 18,100 371,050 ---------- 2,115,777 ---------- Technology/Software - 5.63% Adobe Systems 5,200 183,508 +Intuit 6,500 299,585 Microsoft 70,800 1,742,388 +Oracle 27,600 359,076 ---------- 2,584,557 ---------- Telecommunications - 3.38% +AT&T Wireless Services 24,100 187,257 BellSouth 17,000 450,670 SBC Communications 35,900 914,014 ---------- 1,551,941 ---------- Transportation & Shipping - 1.04% FedEx 7,500 479,850 ----------- 479,850 ----------- Total Common Stock (cost $43,111,288) 45,466,415 ----------- Principal Amount - -------------------------------------------------------------------------------- Repurchase Agreements - 1.10% - -------------------------------------------------------------------------------- With BNP Paribas 1.24% 6/2/03 (dated 5/30/03, collateralized by $173,010 U.S. Treasury Bills due 8/28/03, market value $172,561) $169,160 169,160 With Cantor Fitzgerald 1.24% 6/2/03 (dated 5/30/03, collateralized by $56,390 U.S. Treasury Notes 5.25% due 5/15/04, market value $58,718 and $26,000 U.S. Treasury Notes 7.25% due 5/15/04, market value $27,570) 84,570 84,570 With J. P. Morgan Securities 1.18% 6/2/03 (dated 5/30/03, collateralized by $42,820 U.S. Treasury Notes 2.125% due 8/31/04, market value $43,528) 42,640 42,640 2 Statement Delaware Social Awareness Fund OF NET ASSETS (CONTINUED) Principal Market Amount Value - -------------------------------------------------------------------------------- Repurchase Agreements (continued) - -------------------------------------------------------------------------------- With UBS Warburg 1.24% 6/2/03 (dated 5/30/03, collateralized by $193,680 U.S. Treasury Notes 7.875% due 11/15/04, market value $212,848) $208,630 $ 208,630 ------------ Total Repurchase Agreements (cost $505,000) 505,000 ------------ Total Market Value of Securities - 100.06% (cost $43,616,288) 45,971,415 Liabilities Net of Receivables and Other Assets - (0.06%) (27,513) ------------ Net Assets Applicable to 5,575,895 Shares Outstanding - 100.00% $45,943,902 ============ Net Asset Value - Delaware Social Awareness Fund Class A ($18,082,531 / 2,129,865 Shares) $8.49 -------- Net Asset Value - Delaware Social Awareness Fund Class B ($21,651,583 / 2,681,985 Shares) $8.07 -------- Net Asset Value - Delaware Social Awareness Fund Class C ($5,604,658 / 693,963 Shares) $8.08 -------- Net Asset Value - Delaware Social Awareness Fund Institutional Class ($605,130 / 70,082 Shares) $8.63 -------- Components of Net Assets at May 31, 2003: Shares of beneficial interest (unlimited authorization - no par) $61,930,299 Accumulated net investment loss (64,037) Accumulated net realized loss on investments (18,277,487) Net unrealized appreciation of investments 2,355,127 ------------- Total net assets $45,943,902 ============= +Non-income producing security for the period ended May 31, 2003. Summary of Abbreviation: ADR - American Depositary Receipts Net Asset Value and Offering Price per Share-- Delaware Social Awareness Fund Net assets value Class A (A) $8.49 Sales charge (5.75% of offering price, or 6.12% of the amount invested per share) (B) 0.52 -------- Offering price $9.01 -------- (A) Net asset value per share, as illustrated, is the estimated amount which would be paid upon the redemption or repurchase of shares. (B) See the current prospectus for purchases of $50,000 or more. See accompanying notes 3 Statement Delaware Social Awareness Fund OF OPERATIONS Six Months Ended May 31, 2003 Investment Income: Dividends $344,765 Interest 3,576 $ 348,341 --------- ----------- Expenses: Management fees 159,986 Distribution expenses - Class A 25,395 Distribution expenses - Class B 100,732 Distribution expenses - Class C 25,123 Dividend disbursing and transfer agent fees and expenses 126,850 Reports and statements to shareholders 24,000 Registration fees 17,857 Accounting and administration expenses 9,650 Trustees' fees 1,500 Professional fees 1,437 Custodian fees 1,200 Other 3,561 497,291 --------- Less expenses absorbed or waived by investment manager (80,168) Less waived distribution expenses - Class A (4,233) Less expenses paid indirectly (512) ----------- Total expenses 412,378 ----------- Net Investment Loss (64,037) ----------- Net Realized and Unrealized Gain (Loss) on Investments: Net realized loss on investments (2,938,081) Net change in unrealized appreciation/depreciation of investments 5,236,444 ----------- Net Realized and Unrealized Gain on Investments 2,298,363 ----------- Net Increase in Net Assets Resulting from Operations $2,234,326 =========== See accompanying notes 4 Statements Delaware Social Awareness Fund OF CHANGES IN NET ASSETS Six Months Year Ended Ended 5/31/03 11/30/02 (Unaudited) Increase (Decrease) in Net Assets from Operations: Net investment loss $ (64,037) $ (284,511) Net realized loss on investments (2,938,081) (13,018,962) Net change in unrealized appreciation/depreciation of investments 5,236,444 2,719,938 ------------ ------------ Net increase (decrease) in net assets resulting from operations 2,234,326 (10,583,535) ------------ ------------ Capital Share Transactions: Proceeds from shares sold: Class A 1,053,924 3,239,827 Class B 726,606 1,988,926 Class C 396,401 945,055 Institutional Class 97,046 216,769 ------------ ------------ 2,273,977 6,390,577 ------------ ------------ Cost of shares repurchased: Class A (2,263,977) (6,735,428) Class B (1,841,840) (5,619,923) Class C (476,250) (3,316,929) Institutional Class (78,723) (106,108) ------------ ------------ (4,660,790) (15,778,388) ------------ ------------ Decrease in net assets derived from capital share transactions (2,386,813) (9,387,811) ------------ ------------ Net Decrease in Net Assets (152,487) (19,971,346) Net Assets: Beginning of period 46,096,389 66,067,735 ------------ ------------ End of period $45,943,902 $46,096,389 ============ ============ See accompanying notes 5 Financial HIGHLIGHTS Selected data for each share of the Fund outstanding throughout each period were as follows: - ------------------------------------------------------------------------------------------------------------------------------------ Delaware Social Awareness Fund Class A - ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended Year Ended 05/31/03(1) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $8.030 $9.620 $11.820 $13.010 $11.260 $10.330 Income (loss) from investment operations: Net investment income (loss)(2) 0.005 (0.007) (0.039) (0.064) (0.043) 0.015 Net realized and unrealized gain (loss) on investments 0.455 (1.583) (0.991) (0.981) 1.793 0.955 ------- ------- ------- ------- ------- ------- Total from investment operations 0.460 (1.590) (1.030) (1.045) 1.750 0.970 ------- ------- ------- ------- ------- ------- Less dividends and distributions from: Net realized gain on investments -- -- (1.170) (0.145) -- (0.040) ------- ------- ------- ------- ------- ------- Total dividends and distributions -- -- (1.170) (0.145) -- (0.040) ------- ------- ------- ------- ------- ------- Net asset value, end of period $8.490 $8.030 $9.620 $11.820 $13.010 $11.260 ======= ======= ======= ======= ======= ======= Total return(3) 5.73% (16.53%) (9.80%) (8.15%) 15.44% 9.52% Ratios and supplemental data: Net assets, end of period (000 omitted) $18,083 $18,391 $26,043 $36,206 $46,354 $38,858 Ratio of expenses to average net assets 1.50% 1.50% 1.50% 1.50% 1.49% 1.45% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 1.92% 1.90% 1.75% 1.63% 1.69% 1.56% Ratio of net investment income (loss) to average net assets 0.13% (0.08%) (0.39%) (0.45%) (0.35%) 0.14% Ratio of net investment income (loss) to average net assets prior to expense limitation and expenses paid indirectly (0.29%) (0.48%) (0.64%) (0.58%) (0.55%) 0.03% Portfolio turnover 61% 34% 50% 68% 28% 22% (1) Ratios and portfolio turnover 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 and does not reflect the impact of a sales charge. Total investment return reflects a waiver and payment of fees by the manager and distributor. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 6 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Social Awareness Fund Class B - ----------------------------------------------------------------------------------------------------------------------------------- Six Months Ended Year Ended 05/31/03(1) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $7.670 $9.250 $11.490 $12.740 $11.120 $10.280 Income (loss) from investment operations: Net investment loss(2) (0.022) (0.069) (0.113) (0.155) (0.133) (0.066) Net realized and unrealized gain (loss) on investments 0.422 (1.511) (0.957) (0.950) 1.753 0.946 ------ ------ ------- ------- ------- ------- Total from investment operations 0.400 (1.580) (1.070) (1.105) 1.620 0.880 ------ ------ ------- ------- ------- ------- Less dividends and distributions from: Net realized gain on investments -- -- (1.170) (0.145) -- (0.040) ------ ------ ------- ------- ------- ------- Total dividends and distributions -- -- (1.170) (0.145) -- (0.040) ------ ------ ------- ------- ------- ------- Net asset value, end of period $8.070 $7.670 $9.250 $11.490 $12.740 $11.120 ====== ====== ======= ======= ======= ======= Total return(3) 5.22% (17.08%) (10.49%) (8.80%) 14.57% 8.60% Ratios and supplemental data: Net assets, end of period (000 omitted) $21,651 $21,737 $30,376 $36,301 $41,091 $30,172 Ratio of expenses to average net assets 2.25% 2.25% 2.25% 2.25% 2.24% 2.20% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 2.62% 2.60% 2.45% 2.33% 2.39% 2.26% Ratio of net investment loss to average net assets (0.62%) (0.83%) (1.14%) (1.20%) (1.10%) (0.61%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (0.99%) (1.18%) (1.34%) (1.28%) (1.25%) (0.67%) Portfolio turnover 61% 34% 50% 68% 28% 22% (1) Ratios and portfolio turnover 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 and does not reflect the impact of a sales charge. Total investment return reflects a waiver and payment of fees by the manager. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 7 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Social Awareness Fund Class C - ----------------------------------------------------------------------------------------------------------------------------------- Six Months Ended Year Ended 05/31/03(1) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $7.670 $9.260 $11.490 $12.740 $11.120 $10.280 Income (loss) from investment operations: Net investment loss(2) (0.022) (0.069) (0.113) (0.154) (0.133) (0.068) Net realized and unrealized gain (loss) on investments 0.432 (1.521) (0.947) (0.951) 1.753 0.948 ------ ------ ------- ------- ------- ------- Total from investment operations 0.410 (1.590) (1.060) (1.105) 1.620 0.880 ------ ------ ------- ------- ------- ------- Less dividends and distributions from: Net realized gain on investments -- -- (1.170) (0.145) -- (0.040) ------ ------ ------- ------- ------- ------- Total dividends and distributions -- -- (1.170) (0.145) -- (0.040) ------ ------ ------- ------- ------- ------- Net asset value, end of period $8.080 $7.670 $9.260 $11.490 $12.740 $11.120 ====== ====== ======= ======= ======= ======= Total return(3) 5.35% (17.17%) (10.39%) (8.80%) 14.57% 8.60% Ratios and supplemental data: Net assets, end of period (000 omitted) $5,605 $5,418 $9,115 $10,459 $9,673 $8,683 Ratio of expenses to average net assets 2.25% 2.25% 2.25% 2.25% 2.24% 2.20% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 2.62% 2.60% 2.45% 2.33% 2.39% 2.26% Ratio of net investment loss to average net assets (0.62%) (0.83%) (1.14%) (1.20%) (1.10%) (0.61%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (0.99%) (1.18%) (1.34%) (1.28%) (1.25%) (0.67%) Portfolio turnover 61% 34% 50% 68% 28% 22% (1) Ratios and portfolio turnover 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 and does not reflect the impact of a sales charge. Total investment return reflects a waiver and payment of fees by the manager. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 8 Financial HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: - ----------------------------------------------------------------------------------------------------------------------------------- Delaware Social Awareness Fund Institutional Class - ----------------------------------------------------------------------------------------------------------------------------------- Six Months Ended Year Ended 05/31/03(1) 11/30/02 11/30/01 11/30/00 11/30/99 11/30/98 (Unaudited) Net asset value, beginning of period $8.160 $9.750 $11.930 $13.090 $11.310 $10.350 Income (loss) from investment operations: Net investment income (loss)(2) 0.014 0.015 (0.014) (0.024) (0.012) 0.043 Net realized and unrealized gain (loss) on investments 0.456 (1.605) (0.996) (0.991) 1.792 0.957 ------ ------ ------- ------- ------- ------- Total from investment operations 0.470 (1.590) (1.010) (1.015) 1.780 1.000 ------ ------ ------- ------- ------- ------- Less dividends and distributions from: Net realized gain on investments -- -- (1.170) (0.145) -- (0.040) ------ ------ ------- ------- ------- ------- Total dividends and distributions -- -- (1.170) (0.145) -- (0.040 ------ ------ ------- ------- ------- ------- Net asset value, end of period $8.630 $8.160 $9.750 $11.930 $13.090 $11.310 ====== ====== ======= ======= ======= ======= Total return(3) 5.76% (16.31%) (9.52%) (7.87%) 15.74% 9.70% Ratios and supplemental data: Net assets, end of period (000 omitted) $605 $550 $533 $337 $329 $379 Ratio of expenses to average net assets 1.25% 1.25% 1.25% 1.25% 1.24% 1.20% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 1.62% 1.60% 1.45% 1.33% 1.39% 1.26% Ratio of net investment income (loss) to average net assets 0.38% 0.17% (0.14%) (0.20%) (0.10%) 0.39% Ratio of net investment income (loss) to average net assets prior to expense limitation and expenses paid indirectly 0.01% (0.18%) (0.34%) (0.28%) (0.25%) 0.33% Portfolio turnover 61% 34% 50% 68% 28% 22% (1) Ratios and portfolio turnover 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. Total investment return reflects a waiver and payment of fees by the manager. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 9 Notes Delaware Social Awareness Fund TO FINANCIAL STATEMENTS May 31, 2003 (Unaudited) Delaware Group Equity Funds II (the "Trust") is organized as a Delaware business trust and offers four series: Delaware Decatur Equity Income Fund, Delaware Diversified Value Fund, Delaware Growth and Income Fund and Delaware Social Awareness Fund. These financial statements and related notes pertain to Delaware Social Awareness Fund (the "Fund"). The Trust is an open-end investment company. The Fund is considered diversified under the Investment Company Act of 1940, as amended, and offers Class A, Class B, Class C, Class R and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. Class R and Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to a limited group of investors. As of May 31, 2003, Class R had not commenced operations. The investment objective of the Fund is to seek long-term capital appreciation. 1. Significant Accounting Policies The following accounting policies are in accordance with accounting principles generally accepted in the United States and are consistently followed by the Fund. Security Valuation - All equity securities are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange (NYSE) on the valuation date. If on a particular day an equity security does not trade, then the mean between the bid and asked prices will be used. Short-term debt securities having less than 60 days to maturity are valued at amortized cost, which approximates market value. Other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Fund's Board of Trustees. Federal Income Taxes -- The Fund intends to continue to qualify for federal income tax purposes as a regulated investment company and make the requisite distributions to shareholders. Accordingly, no provision for federal income taxes has been made in the financial statements. Class Accounting -- Investment income, common expenses and realized and unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class. Repurchase Agreements -- The Fund may invest in a pooled cash account along with other members of the Delaware Investments Family of Funds. The aggregate daily balance of the pooled cash account is invested in repurchase agreements secured by obligations of the U.S. government. The respective collateral is held by the Fund's custodian bank until the maturity of the respective repurchase agreements. Each repurchase agreement is 102% collateralized. However, in the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral may be subject to legal proceedings. Use of Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of 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. Other -- Expenses common to all funds within the Delaware Investments Family of Funds are allocated amongst the funds on the basis of average net assets. Security transactions are recorded on the date the securities are purchased or sold (trade date). Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. The Fund declares and pays dividends from net investment income and distributions from net realized gain on investments, if any, annually. Certain expenses of the Fund are paid through commission arrangements with brokers. These transactions are done subject to best execution. The amount of these expenses was approximately $512 for the period ended May 31, 2003. In addition, the Fund may receive earnings credits from its custodian when positive cash balances are maintained, which are used to offset custody fees. There were no earnings credits for the period ended May 31, 2003. The expenses paid under the above arrangements are included in their respective expense captions on the Statement of Operations with the corresponding expense offset shown as "expenses paid indirectly". 2. Investment Management, Administration Agreements and Other Transactions with Affiliates In accordance with the terms of its investment management agreement, the Fund pays Delaware Management Company (DMC), a series of Delaware Management Business Trust and the investment manager, an annual fee which is calculated daily at the rate of 0.75% on the first $500 million of average daily net assets of the Fund, 0.70% on the next $500 million, 0.65% on the next $1.5 billion, and 0.60% on average daily net assets in excess of $2.5 billion. DMC has contracted to waive that portion, if any, of its management fee and reimburse the Fund to the extent necessary to ensure that annual operating expenses, exclusive of taxes, interest, brokerage commissions, distribution fees and extraordinary expenses, do not exceed 1.25% of average daily net assets of the Fund through January 31, 2004. The Fund has engaged Delaware Service Company, Inc. (DSC), an affiliate of DMC, to provide dividend disbursing, transfer agent, accounting and administration services. The Fund pays DSC a monthly fee based on the number of shareholder accounts, shareholder transactions and average net assets, subject to certain minimums. Pursuant to a distribution agreement and distribution plan, the Fund pays Delaware Distributors, L.P. (DDLP), the distributor and an affiliate of DMC, an annual fee not to exceed 0.30% of the average daily net assets of the Class A shares and 1.00% of the average daily net assets of the Class B and C shares and 0.60% of the average daily net assets of the Class R shares. DDLP has elected to waive its fees through January 31, 2004 in order to prevent distribution fees of Class A shares from exceeding 0.25% of average daily net assets. No distribution expenses are paid by Institutional Class shares. 10 Notes Delaware Social Awareness Fund TO FINANCIAL STATEMENTS (CONTINUED) 2. Investment Management, Administration Agreements and Other Transactions with Affiliates (continued) At May 31, 2003, the Fund had liabilities payable to affiliates as follows: Investment management fee payable to DMC $10,433 Dividend disbursing, transfer agent fees, accounting and other expenses payable to DSC 18,571 Other expenses payable to DMC and affiliates 6,376 For the period ended May 31, 2003, DDLP earned $2,097 commissions on sales of the Fund's Class A shares. Certain officers of DMC, DSC and DDLP are officers and/or trustees of the Trust. These officers and trustees are paid no compensation by the Fund. 3. Investments For the period ended May 31, 2003, the Fund made purchases of $12,923,935 and sales of $15,374,604 of investment securities other than U.S. government securities and short-term investments. At May 31, 2003, the cost of investments for federal income tax purposes has been estimated since the final tax characteristics cannot be determined until fiscal year end. At May 31, 2003, the cost of investments was $43,715,457. At May 31, 2003, the net unrealized appreciation was $2,255,958, of which $6,035,896 relate to unrealized appreciation of investments and $3,779,938 related to unrealized depreciation of 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 accounting principles generally accepted in the United States. There were no dividends and distributions paid during the period ended May 31, 2003 and year ended November 30, 2002. The components of net assets are estimated since final tax characteristics cannot be determined until fiscal year end. As of May 31, 2003, the estimated components of net assets on a tax basis were as follows: Shares of beneficial interest $61,930,299 Accumulated net investment loss (64,037) Net realized capital losses on investments (2,938,081) Capital loss carryforwards (15,240,237) Unrealized appreciation/depreciation of investments 2,255,958 ----------- Net assets $45,943,902 ----------- For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. Such capital loss carryforwards expire as follows: $2,183,250 expires in 2009 and $13,056,987 expires in 2010. 5. Capital Shares Transactions in capital shares were as follows: Six Months Ended Year Ended 5/31/03 11/30/02 Shares sold: Class A 138,518 364,724 Class B 100,387 238,553 Class C 53,966 111,567 Institutional Class 12,664 25,590 ---------- ---------- 305,535 740,434 ---------- ---------- Shares repurchased Class A (297,629) (782,057) Class B (252,878) (686,610) Class C (66,290) (390,034) Institutional Class (10,003) (12,890) ---------- ---------- (626,800) (1,871,591) ---------- ---------- Net decrease (321,265) (1,131,157) ---------- ---------- For the period ended May 31, 2003 and the year ended November 30, 2002, 1,484 Class B shares were converted to 1,416 Class A shares valued at $10,790 and 247 Class B shares were converted to 237 Class A shares valued at $2,068, respectively. The respective amounts are included in Class B redemptions and Class A subscriptions in the table above and the Statements of Changes in Net Assets. 6. Line of Credit The Fund, along with certain other funds in the Delaware Investments Family of Funds (the "Participants"), participate in a $202,300,000 revolving line of credit facility to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. The Participants are charged an annual commitment fee, which is allocated across the Participants on the basis of each fund's allocation of the entire facility. The Participants may borrow up to a maximum of one third of their net assets under the agreement. The Fund had no amounts outstanding as of May 31, 2003, or at any time during the period. 7. Credit & Market Risk The Fund only invests in companies that meet its definition of "socially responsible" and may be subject to certain risks as a result of investing exclusively in socially responsible companies. By avoiding certain companies not considered socially responsible, it could miss out on strong performance from those companies. 11 This page intentionally left blank. 12 Delaware Investments(SM) - -------------------------------------- A member of Lincoln Financial Group(R) This semiannual report is for the information of Delaware Social Awareness Fund shareholders, but it may be used with prospective investors when preceded or accompanied by a current prospectus for Delaware Social Awareness Fund and the Delaware Investments Performance Update for the most recently completed calendar quarter. The prospectus sets forth details about charges, expenses, investment objectives, and operating policies of the Fund. You should read the prospectus carefully before you invest. The figures in this report represent past results which are not a guarantee of future results. The return and principal value of an investment in the Fund will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Board of Trustees Affiliated Officers Contact Information Jude T. Driscoll Michael P. Bishof Investment Manager Chairman Senior Vice President and Treasurer Delaware Management Company Delaware Investments Family of Funds Delaware Investments Family of Funds Philadelphia, PA Philadelphia, PA Philadelphia, PA International Affiliate Walter P. Babich Richelle S. Maestro Delaware International Advisers Ltd. Board Chairman Senior Vice President, London, England Citadel Construction Corporation General Counsel and Secretary King of Prussia, PA Delaware Investments Family of Funds National Distributor Philadelphia, PA Delaware Distributors, L.P. David K. Downes Philadelphia, PA President and Chief Executive Officer Delaware Investments Family of Funds Shareholder Servicing, Dividend Philadelphia, PA Disbursing and Transfer Agent Delaware Service Company, Inc. John H. Durham 2005 Market Street Private Investor Philadelphia, PA 19103-7094 Gwynedd Valley, PA For Shareholders John A. Fry 800 523-1918 President Franklin & Marshall College For Securities Dealers and Financial Lancaster, PA Institutions Representatives Only 800 362-7500 Anthony D. Knerr Managing Director Web site Anthony Knerr & Associates www.delawareinvestments.com New York, NY Ann R. Leven Former Treasurer/Chief Fiscal Officer National Gallery of Art Washington, DC Thomas F. Madison President and Chief Executive Officer MLM Partners, Inc. Minneapolis, MN Janet L. Yeomans Vice President/Mergers & Acquisitions 3M Corporation St. Paul, MN (7919) Printed in the USA SA-147 [5/03] IVES 7/03 J9276 Item 2. Code of Ethics Not applicable. Item 3. Audit Committee Financial Expert Not applicable. Item 4. Principal Accountant Fees and Services Not applicable. Item 5. Audit Committee of Listed Registrants Not applicable. Item 6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies Not applicable. Item 8. [Reserved] Item 9. 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 ensuring 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 controls or in other factors that could significantly affect these controls subsequent to the date of their last evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Exhibits (a) Code of Ethics Not applicable. (b) (1) 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. (2) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as Exhibit 99.906CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf, by the undersigned, thereunto duly authorized. Name of Registrant: Delaware Group Equity Funds II Jude T. Driscoll - ------------------------------- By: Jude T. Driscoll Title: Chairman Date: 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. Jude T. Driscoll Michael P. Bishof - ------------------------------- ---------------------------------- By: Jude T. Driscoll By: Michael P. Bishof Title: Chairman Title: Treasurer Date: Date: