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Delaware Group Equity Funds II – ‘N-CSR’ for 11/30/22

On:  Monday, 2/6/23, at 1:02pm ET   ·   Effective:  2/6/23   ·   For:  11/30/22   ·   Accession #:  1206774-23-151   ·   File #:  811-00750

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/06/23  Delaware Group Equity Funds II    N-CSR      11/30/22    3:878K                                   DG3/FADelaware Value Fund 5 Classes/Contracts

Annual Certified Shareholder Report by an Investment Company   —   Form N-CSR   —   ICA’40

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSR       Annual Certified Shareholder Report by an           HTML    725K 
                Investment Company                                               
 3: EX-99.906 CERT  Certification Pursuant to Section 906 of the    HTML      8K 
                Sarbanes-Oxley Act                                               
 2: EX-99.CERT  Certifications                                      HTML     22K 


‘N-CSR’   —   Annual Certified Shareholder Report by an Investment Company

Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Table of Contents
"Portfolio management review
"Performance summary
"Disclosure of Fund expenses
"Security type / sector allocations and top 10 equity holdings
"Schedule of investments
"Statement of assets and liabilities
"Statement of operations
"Statements of changes in net assets
"Financial highlights
"Notes to financial statements
"Report of independent registered public accounting firm
"Other Fund information
"Board of trustees / directors and officers addendum

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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number: 811-00750
   
Exact name of registrant as specified in charter: Delaware Group® Equity Funds II
   
Address of principal executive offices: 610 Market Street
Philadelphia, PA 19106
   
Name and address of agent for service: David F. Connor, Esq.
610 Market Street
Philadelphia, PA 19106
   
Registrant’s telephone number, including area code: (800) 523-1918
   
Date of fiscal year end: November 30
   
Date of reporting period: November 30, 2022
   

Table of Contents

Item 1. Reports to Stockholders

Annual report

US equity mutual fund

Delaware Value® Fund

November 30, 2022

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

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

Visit delawarefunds.com/edelivery.


Table of Contents

Experience Delaware Funds by Macquarie®

Macquarie Asset Management (MAM) is a global asset manager that aims to deliver positive impact for everyone. MAM Public Investments traces its roots to 1929 and partners with institutional and individual clients to deliver specialist active investment capabilities across global equities, fixed income, and multi-asset solutions using a conviction-based, long-term approach to investing. In the US, retail investors recognize our Delaware Funds by Macquarie family of funds as one of the oldest mutual fund families.

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

You can learn more about Delaware Funds or obtain a prospectus for Delaware Value® Fund at delawarefunds.com/literature.

Manage your account online

Check your account balance and transactions
View statements and tax forms
Make purchases and redemptions

Visit delawarefunds.com/account-access.

Macquarie Asset Management (MAM) is the asset management division of Macquarie Group. MAM is a full-service asset manager offering a diverse range of products across public and private markets including fixed income, equities, multi-asset solutions, private credit, infrastructure, renewables, natural assets, real estate, and asset finance. The Public Investments business is a part of MAM and includes the following investment advisers: Macquarie Investment Management Business Trust (MIMBT), Macquarie Funds Management Hong Kong Limited, Macquarie Investment Management Austria Kapitalanlage AG, Macquarie Investment Management Global Limited, Macquarie Investment Management Europe Limited, and Macquarie Investment Management Europe S.A.

The Fund is distributed by Delaware Distributors, L.P. (DDLP), an affiliate of MIMBT and Macquarie Group Limited.

Other than Macquarie Bank Limited ABN 46 008 583 542 (“Macquarie Bank”), any Macquarie Group entity noted in this document is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these other Macquarie Group entities do not represent deposits or other liabilities of Macquarie Bank. Macquarie Bank does not guarantee or otherwise provide assurance in respect of the obligations of these other Macquarie Group entities. In addition, if this document relates to an investment, (a) the investor is subject to investment risk including possible delays in repayment and loss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group entity guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect of the investment.

The Fund is governed by US laws and regulations.

Table of contents

Portfolio management review       1
Performance summary   4
Disclosure of Fund expenses   8
Security type / sector allocations and top
10 equity holdings
  10
Schedule of investments   11
Statement of assets and liabilities   13
Statement of operations   15
Statements of changes in net assets   16
Financial highlights   18
Notes to financial statements   28
Report of independent
registered public accounting firm
  40
Other Fund information   41
Board of trustees / directors
and officers addendum
  47

This annual report is for the information of Delaware Value® Fund shareholders, but it may be used with prospective investors when preceded or accompanied by the Delaware Fund fact sheet for the most recently completed calendar quarter. These documents are available at delawarefunds.com/literature.

Unless otherwise noted, views expressed herein are current as of November 30, 2022, and subject to change for events occurring after such date.

The Fund is not FDIC insured and is not guaranteed. It is possible to lose the principal amount invested.

Advisory services provided by Delaware Management Company, a series of MIMBT, a US registered investment advisor.

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

© 2023 Macquarie Management Holdings, Inc.


Table of Contents

Portfolio management review

Delaware Value® Fund November 30, 2022 (Unaudited)

Performance preview (for the year ended November 30, 2022)

Delaware Value Fund (Institutional Class shares)      1-year return      +7.69%  
Delaware Value Fund (Class A shares)  1-year return  +7.40%  
Russell 1000® Value Index (benchmark)  1-year return  +2.42%  

Past performance does not guarantee future results.

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

Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to certain eligible investors. In addition, Institutional Class shares pay no distribution and service fee.

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

Please see page 6 for a description of the index. Index performance returns do not reflect any management fees, transaction costs, or expenses. Indices are unmanaged and one cannot invest directly in an index.

Investment objective

The Fund seeks long-term capital appreciation.

Market review

After a strong start to the fiscal year (the broad market S&P 500® Index hit an all-time high in early January 2022), US stocks came under pressure for the remainder of the period. There were several strong rallies in the interim, but the stock market trend was broadly lower. Rising inflation, higher interest rates, and their potential effects on consumer spending and economic growth appeared to unnerve investors. Russia’s invasion of Ukraine in February 2022 and the ensuing sanctions imposed by Western democracies created further disruption, straining energy markets and interfering with the post-pandemic global economic recovery. At its March meeting, the US Federal Reserve voted to raise the federal funds rate by 0.25% to a target range between 0.25% and 0.50%. This followed an extended period of near-zero rates that began in March 2020, during the early stages of the pandemic. At the end of the Fund’s fiscal year in November 2022, the Fed raised the federal funds rate for a sixth time, by 0.75%, lifting it to a range between 3.75% and 4.00%. In his press conference following the rate announcement, Fed Chair Jerome Powell said that the pace of interest rate increases could slow down in the coming months.

As the end of the Fund’s fiscal year approached, inflation readings appeared to moderate, according to data from the Bureau of Economic Analysis. The Personal Consumption Expenditures Price Index (PCE) rose 6.0% in October from a year earlier, down from a high of 7.0% in June. The Core Personal Consumption Expenditures Price Index (Core PCE), the Fed’s preferred inflation gauge, which excludes food and energy prices, increased 5.0% in October year over year, down from highs of 5.4% in both February and March. The price of West Texas Intermediate (WTI) crude oil ended the fiscal year at $81 per barrel, up 22% for the period but down from highs of more than $120 in both March and June.

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Portfolio management review
Delaware Value® Fund

Within the Fund

For the fiscal year ended Nov. 30, 2022, Delaware Value Fund outperformed its benchmark, the Russell 1000 Value Index. The Fund’s Institutional Class shares rose 7.69%. The Fund’s Class A shares were up 7.40% at net asset value (NAV) and 1.22% at maximum offer price. These figures reflect reinvestment of all distributions. During the same period, the Fund’s benchmark gained 2.42%. For complete, annualized performance of Delaware Value Fund, please see the table on page 4.

Investments in the industrials sector made the largest contribution to the Fund’s relative returns. Defense contractor Northrop Grumman Corp. was the leading contributor in the group. In general, defense company stocks performed relatively well given the lower economic sensitivity of their business models and a geopolitical environment that was more supportive of defense spending. In our view, Northrop has an attractive portfolio of businesses that are well aligned with US Department of Defense spending priorities.

The Fund’s single holding in the energy sector, exploration and production (E&P) company ConocoPhillips, was a strong contributor. Steady demand, relatively tight supplies, and disruptions to global energy markets helped push crude and natural gas prices to multiyear highs earlier in the Fund’s fiscal year. We view ConocoPhillips as one of the highest quality E&Ps because of its assets, balance sheet strength, and management. That said, we think investors may be overly enthusiastic about the prospects for energy producers in light of falling oil prices and a slowdown in global economic activity. If global oil demand softens meaningfully, we believe the underlying fundamentals for certain parts of the energy sector could become more challenging.

The Fund’s holding in health insurer and pharmacy benefits manager (PBM) Cigna Corp. was another notable contributor. The company posted solid results in the most recent quarter, with revenue and earnings per share (EPS) ahead of consensus estimates. A lower-than-expected medical care loss ratio helped drive the company’s results. As part of its quarterly earnings report, Cigna raised its full-year guidance for revenue, adjusted EPS, and cash from operations. Cigna’s shares trade at a valuation discount to the company’s peer group and in line with its longer-term averages.

Diversified entertainment and media company The Walt Disney Co. was a significant detractor. The company’s results came under pressure largely because of macroeconomic challenges. Demand remained strong in theme parks while margins were lower because of inflation, one-time cruise ship costs, expenses associated with reopening parks, and hurricane-related costs. Disney recently announced it was replacing its current chief executive officer (CEO) with its previous CEO, Bob Iger, who had been at the helm for 15 years prior to 2020. We believe Disney remains well positioned in its streaming business. In addition, we think the parks business should be a solid contributor to EPS growth over the next few years despite near-term margin headwinds.

Another leading detractor was IT services provider Fidelity National Information Services Inc. Cost inflation and wage pressure have compressed the company’s margins. In response to inflation, higher interest rates, and expectations for macro weakness, Fidelity National reduced its full-

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year EPS guidance. As Fidelity National’s CEO and chief financial officer (CFO) are new, there may be an element of cautiousness with expectations out of the gate. As the Fund’s fiscal year ended, we were in the process of updating our research to determine if Fidelity National Information Services still represented an attractive long-term holding for the Fund.

Baxter International Inc., a maker of essential renal and hospital products, was another notable detractor. Baxter’s results for much of the Fund’s fiscal year were weaker than expected, driven primarily by macroeconomic challenges, leading Baxter to reduce its full-year revenue and EPS guidance. The challenges were the result of supply chain constraints (specifically around semiconductors) and higher inflation, and the guidance Baxter’s management provided assumed no improvements in these areas. While the change to guidance was disappointing, demand for Baxter’s products remains strong and the company continues to be a market leader in its segments.

We continue to believe that corporate earnings growth could come under pressure in response to the Fed’s efforts to slow the economy and bring inflation under control. The economic impact of Fed interest rate increases tends to work with a lag, which means there could be pressure on corporate earnings well into next year. In this environment, we remain focused on mitigating downside exposure while staying attuned to potential investment opportunities ongoing market volatility may create. We continue to seek attractively valued stocks of what we consider to be higher-quality companies (those with solid balance sheets and strong competitive positions that we believe can also produce steadier long-term growth in earnings and cash flow). In our view, a portfolio of discounted, higher-quality stocks has the potential to hold up better in adverse market conditions while offering the opportunity for significant long-term capital appreciation.

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Performance summary

Delaware Value® Fund November 30, 2022 (Unaudited)

The performance quoted represents past performance and does not guarantee future results. Investment return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 800 523-1918 or visiting delawarefunds.com/performance.

Fund and benchmark performance1,2 Average annual total returns through November 30, 2022
       1 year      5 year      10 year      Lifetime
Class A (Est. September 15, 1998)              
Excluding sales charge  +7.40%  +7.56%  +10.78%   
Including sales charge  +1.22%  +6.29%  +10.12%   
Class C (Est. May 1, 2002)              
Excluding sales charge  +6.57%*  +6.75%  +9.95%   
Including sales charge  +5.76%  +6.75%  +9.95%   
Class R (Est. September 1, 2005)              
Excluding sales charge  +7.11%  +7.28%  +10.50%   
Including sales charge  +7.11%  +7.28%  +10.50%   
Institutional Class (Est. September 15, 1998)              
Excluding sales charge  +7.69%  +7.82%  +11.05%   
Including sales charge  +7.69%  +7.82%  +11.05%   
Class R6 (Est. May 2, 2016)              
Excluding sales charge  +7.77%  +7.93%    +9.11%  
Including sales charge  +7.77%  +7.93%    +9.11%  
Russell 1000 Value Index  +2.42%  +7.86%  +10.97%   

* Total return for the report period presented in the table differs from the return in “Financial highlights.” The total return presented in the above table is calculated based on the net asset value (NAV) at which shareholder transactions were processed. The total return presented in “Financial highlights” is calculated in the same manner but also takes into account certain adjustments that are necessary under US generally accepted accounting principles required in the annual report.
1 Returns reflect the reinvestment of all distributions and are presented both with and without the applicable sales charges described below. Returns do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

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

Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to certain eligible investors. In addition, Institutional Class shares pay no distribution and service (12b-1) fee.

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Class A shares are sold with a maximum front-end sales charge of 5.75%, and have an annual 12b-1 fee of 0.25% of average daily net assets. The Board has adopted a formula for calculating 12b-1 plan fees for the Fund’s Class A shares. The Fund’s Class A shares are currently subject to a blended 12b-1 fee equal to the sum of: (i) 0.10% of average daily net assets representing shares acquired prior to May 2, 1994, and (ii) 0.25% of average daily net assets representing shares acquired on or after May 2, 1994. All Class A shares currently bear 12b-1 fees at the same rate, the blended rate, currently 0.25% of average daily net assets, based on the formula described above. This method of calculating Class A 12b-1 fees may be discontinued at the sole discretion of the Board. Performance for Class A shares, excluding sales charges, assumes that no front-end sales charge applied.

Class C shares are sold with a contingent deferred sales charge (CDSC) of 1.00% if redeemed during the first 12 months. They are also subject to an annual 12b-1 fee of 1.00% of average daily net assets. Performance for Class C shares, excluding sales charges, assumes either that CDSCs did not apply or that the investment was not redeemed.

Class R shares are available only for certain retirement plan products. They are sold without a sales charge and have an annual 12b-1 fee of 0.50% of average daily net assets.

Class R6 shares are available only to certain investors. In addition, Class R6 shares do not pay any service fees, sub-accounting fees, and/or sub-transfer agency fees to any brokers, dealers, or other financial intermediaries. Class R6 shares pay no 12b-1 fee.

Risk is increased in a concentrated portfolio since it holds a limited number of securities with each investment having a greater effect on the overall performance.

Diversification may not protect against market risk.

The disruptions caused by natural disasters, pandemics, or similar events could prevent the Fund from executing advantageous investment decisions in a timely manner and could negatively impact the Fund’s ability to achieve its investment objective and the value of the Fund’s investments.

2 The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table. The expense ratios below may differ from the expense ratios in the “Financial highlights” since they are based on different time periods and the expense ratios in the prospectus include acquired fund fees and expenses, if any. See Note 2 in “Notes to financial statements” for additional details. Please see the “Financial highlights” section in this report for the most recent expense ratios.
Fund expense ratios      Class A      Class C      Class R      Institutional
Class
      Class R6  
Total annual operating expenses
(without fee waivers)
  0.93%  1.68%  1.18%  0.68%  0.58%  
Net expenses (including fee
waivers, if any)
  0.93%  1.68%  1.18%  0.68%  0.58%  
Type of waiver  n/a  n/a  n/a  n/a  n/a  

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Performance summary
Delaware Value® Fund

Performance of a $10,000 investment1

For the period November 30, 2012 through November 30, 2022

          Starting value       Ending value
Delaware Value Fund — Institutional Class shares         $10,000         $28,525
   Russell 1000 Value Index     $10,000     $28,324
Delaware Value Fund — Class A shares     $9,425     $26,224

1  The “Performance of a $10,000 investment” graph assumes $10,000 invested in Institutional Class and Class A shares of the Fund on November 30, 2012, and includes the effect of a 5.75% front-end sales charge (for Class A shares) and the reinvestment of all distributions. The graph does not reflect the deduction of taxes the shareholders would pay on Fund distributions or redemptions of Fund shares. Expense limitations were in effect for some or all of the periods shown. Performance would have been lower had expense limitations not been in effect. Expenses are listed in the “Fund expense ratios” table on page 5. Please note additional details on pages 4 through 7.

The graph also assumes $10,000 invested in the Russell 1000 Value Index as of November 30, 2011. The Russell 1000 Value Index measures the performance of the large-cap value segment of the US equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values.

The S&P 500 Index, mentioned on page 1, Index measures the performance of 500 mostly large-cap stocks weighted by market value, and is often used to represent performance of the US stock market.

The Personal Consumption Expenditures Price Index (PCE), mentioned on page 1, is a measure of inflation that is calculated by the Bureau of Economic Analysis, representing changes in consumer spending on goods and services. It accounts for about two-thirds of domestic final spending.

The Core Personal Consumption Expenditures Price Index (Core PCE), mentioned on page 1, measures the prices paid by consumers for goods and services excluding food and energy prices, because of the volatility caused by movements in food and energy prices, to reveal underlying inflation trends.

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Frank Russell Company is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company.

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

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

        Nasdaq symbols       CUSIPs
Class A   DDVAX   24610C881
Class C   DDVCX   24610C865
Class R   DDVRX   245907860
Institutional Class   DDVIX    24610C857
Class R6   DDZRX   24610C840

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Disclosure of Fund expenses
For the six-month period from June 1, 2022 to November 30, 2022 (Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period from June 1, 2022 to November 30, 2022.

Actual expenses

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

Hypothetical example for comparison purposes

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

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

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

       Beginning
Account Value
6/1/22
      Ending
Account Value
11/30/22
      Annualized
Expense Ratio
      Expenses
Paid During Period
6/1/22 to 11/30/22*
Actual Fund return                    
Class A      $1,000.00           $1,025.00                0.91%                   $4.62          
Class C   1,000.00    1,021.10    1.66%   8.41 
Class R   1,000.00    1,023.00    1.16%   5.88 
Institutional Class   1,000.00    1,025.80    0.66%   3.35 
Class R6   1,000.00    1,026.30    0.59%   3.00 
Hypothetical 5% return (5% return before expenses)           
Class A  $1,000.00   $1,020.51    0.91%  $4.61 
Class C   1,000.00    1,016.75    1.66%   8.39 
Class R   1,000.00    1,019.25    1.16%   5.87 
Institutional Class   1,000.00    1,021.76    0.66%   3.35 
Class R6   1,000.00    1,022.11    0.59%   2.99 

* “Expenses Paid During Period” are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).
  Because actual returns reflect only the most recent six-month period, the returns shown may differ significantly from fiscal year returns.

In addition to the Fund’s expenses reflected above, the Fund also indirectly bears its portion of the fees and expenses of any investment companies (Underlying Funds) in which it invests. The table above does not reflect the expenses of any Underlying Funds.

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Security type / sector allocations and top 10 equity holdings

Delaware Value® Fund As of November 30, 2022 (Unaudited)

Sector designations may be different from the sector designations presented in other Fund materials.

Security type / sector  Percentage of net assets
Common Stocks               99.23%            
Communication Services   6.53%
Consumer Discretionary   9.19%
Consumer Staples   6.88%
Energy   3.42%
Financials   15.11%
Healthcare   19.09%
Industrials   12.26%
Information Technology   17.62%
Materials   3.50%
Real Estate   2.63%
Utilities   3.00%
Short-Term Investments   0.73%
Total Value of Securities   99.96%
Receivables and Other Assets Net of Liabilities   0.04%
Total Net Assets   100.00%

Holdings are for informational purposes only and are subject to change at any time. They are not a recommendation to buy, sell, or hold any security.

Top 10 equity holdings  Percentage of net assets
Motorola Solutions                  4.00%            
Merck & Co.   3.77%
Northrop Grumman   3.70%
Archer-Daniels-Midland   3.63%
American International Group   3.54%
DuPont de Nemours   3.51%
Cigna   3.45%
CVS Health   3.45%
MetLife   3.42%
ConocoPhillips   3.42%

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Schedule of investments

Delaware Value® Fund November 30, 2022
   
   Number of
shares
        Value (US $)
Common Stocks – 99.23%         
Communication Services – 6.53%         
Comcast Class A   4,025,763   $147,503,956
Verizon Communications   3,724,233    145,170,602
Walt Disney †   1,863,382    182,369,197
         475,043,755
Consumer Discretionary – 9.19%         
Dollar General   877,890    224,458,915
Dollar Tree †   1,439,958    216,411,288
TJX   2,835,627    226,991,941
         667,862,144
Consumer Staples – 6.88%         
Archer-Daniels-Midland   2,703,037    263,546,107
Conagra Brands   6,221,420    236,289,532
         499,835,639
Energy – 3.42%         
ConocoPhillips   2,013,201    248,650,456
         248,650,456
Financials – 15.11%         
American International Group   4,075,500    257,204,805
Discover Financial Services   2,206,700    239,118,012
MetLife   3,245,644    248,940,895
Truist Financial   4,361,723    204,172,254
US Bancorp   3,277,700    148,774,803
         1,098,210,769
Healthcare – 19.09%         
Baxter International   3,129,800    176,927,594
Cigna   763,317    251,047,328
CVS Health   2,460,502    250,675,944
Hologic †   2,686,959    204,638,797
Johnson & Johnson   1,293,412    230,227,336
Merck & Co.   2,485,842    273,740,921
         1,387,257,920
Industrials – 12.26%         
Dover   1,096,275    155,616,236
Honeywell International   1,001,490    219,877,130
Northrop Grumman   504,362    268,971,211
Raytheon Technologies   2,499,884    246,788,548
         891,253,125

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Schedule of investments
Delaware Value® Fund

   Number of
shares
        Value (US $)
Common Stocks (continued)         
Information Technology – 17.62%         
Broadcom   412,500   $227,299,875
Cisco Systems   4,511,047    224,289,257
Cognizant Technology Solutions Class A   3,022,166    188,008,947
Fidelity National Information Services   1,766,721    128,228,610
Motorola Solutions   1,068,166    290,754,785
Oracle   2,675,000    222,105,250
         1,280,686,724
Materials – 3.50%         
DuPont de Nemours   3,613,616    254,796,064
         254,796,064
Real Estate – 2.63%         
Equity Residential   2,944,450    190,977,027
         190,977,027
Utilities – 3.00%         
Edison International   3,273,400    218,204,844
         218,204,844
Total Common Stocks (cost $4,605,612,190)        7,212,778,467
          
Short-Term Investments – 0.73%         
Money Market Mutual Funds – 0.73%         
BlackRock Liquidity FedFund – Institutional Shares
(seven-day effective yield 3.55%)
   13,220,253    13,220,253
Fidelity Investments Money Market Government
Portfolio – Class I (seven-day effective yield 3.56%)
   13,220,254    13,220,254
Goldman Sachs Financial Square Government Fund –
Institutional Shares (seven-day effective yield
3.80%)
   13,220,254    13,220,254
Morgan Stanley Institutional Liquidity Funds
Government Portfolio – Institutional Class
(seven-day effective yield 3.62%)
   13,220,254    13,220,254
Total Short-Term Investments (cost $52,881,015)        52,881,015
Total Value of Securities—99.96%
(cost $4,658,493,205)
       $7,265,659,482

Non-income producing security.

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

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Statement of assets and liabilities  
Delaware Value® Fund November 30, 2022

Assets:         
Investments, at value*  $7,265,659,482  
Receivable for securities sold   18,808,056  
Dividends and interest receivable   16,845,882  
Receivable for fund shares sold   14,832,810  
Prepaid expenses   25,460  
Other assets   67,144  
Total Assets   7,316,238,834  
Liabilities:      
Payable for fund shares redeemed   41,388,430  
Investment management fees payable to affiliates   3,091,444  
Other accrued expenses   2,458,259  
Distribution fees payable to affiliates   439,287  
Administration expenses payable to affiliates   364,555  
Total Liabilities   47,741,975  
Total Net Assets  $7,268,496,859  
       
Net Assets Consist of:      
Paid-in capital  $4,106,208,982  
Total distributable earnings (loss)   3,162,287,877  
Total Net Assets  $7,268,496,859  

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Statement of assets and liabilities
Delaware Value® Fund

Net Asset Value     
      
Class A:         
Net assets  $1,383,398,669 
Shares of beneficial interest outstanding, unlimited authorization, no par   66,328,877 
Net asset value per share  $20.86 
Sales charge   5.75%
Offering price per share, equal to net asset value per share /
(1 - sales charge)
  $22.13 
      
Class C:     
Net assets  $187,592,140 
Shares of beneficial interest outstanding, unlimited authorization, no par   9,003,818 
Net asset value per share  $20.83 
      
Class R:     
Net assets  $40,863,431 
Shares of beneficial interest outstanding, unlimited authorization, no par   1,960,462 
Net asset value per share  $20.84 
      
Institutional Class:     
Net assets  $4,903,816,946 
Shares of beneficial interest outstanding, unlimited authorization, no par   235,204,083 
Net asset value per share  $20.85 
      
Class R6:     
Net assets  $752,825,673 
Shares of beneficial interest outstanding, unlimited authorization, no par   36,110,194 
Net asset value per share  $20.85 
      
* Investments, at cost    $4,658,493,205 

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

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Statement of operations  
Delaware Value® Fund Year ended November 30, 2022

Investment Income:     
Dividends  $178,039,481 
Interest   2,645 
    178,042,126 
      
Expenses:     
Management fees   41,519,446 
Distribution expenses — Class A   3,482,273 
Distribution expenses — Class C   2,213,624 
Distribution expenses — Class R   220,294 
Dividend disbursing and transfer agent fees and expenses   8,173,166 
Accounting and administration expenses   1,097,619 
Reports and statements to shareholders expenses   615,319 
Trustees’ fees and expenses   399,462 
Legal fees   345,334 
Custodian fees   263,529 
Audit and tax fees   84,857 
Registration fees   73,808 
Other   569,862 
    59,058,593 
Less expenses paid indirectly   (2,618)
Total operating expenses   59,055,975 
Net Investment Income (Loss)   118,986,151 
      
Net Realized and Unrealized Gain (Loss):     
Net realized gain (loss) on investments   760,146,338 
Net change in unrealized appreciation (depreciation) on investments   (270,780,593)
Net Realized and Unrealized Gain (Loss)   489,365,745 
Net Increase (Decrease) in Net Assets Resulting from Operations  $608,351,896 

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

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Statements of changes in net assets
Delaware Value® Fund

   Year ended 
       11/30/22       11/30/21 
Increase (Decrease) in Net Assets from Operations:        
Net investment income (loss)  $118,986,151   $160,309,628 
Net realized gain (loss)   760,146,338    1,810,769,510 
Net change in unrealized appreciation (depreciation)   (270,780,593)   (138,117,511)
Net increase (decrease) in net assets resulting from
operations
   608,351,896    1,832,961,627 
           
Dividends and Distributions to Shareholders from:          
Distributable earnings:          
Class A   (329,078,194)   (33,168,344)
Class C   (52,119,064)   (4,150,542)
Class R   (10,188,214)   (1,009,043)
Institutional Class   (1,323,135,906)   (177,342,718)
Class R6   (212,320,069)   (29,662,577)
    (1,926,841,447)   (245,333,224)
           
Capital Share Transactions:          
Proceeds from shares sold:          
Class A   139,370,742    195,383,220 
Class C   16,318,304    19,111,692 
Class R   5,327,012    7,449,574 
Institutional Class   747,260,649    1,061,514,599 
Class R6   224,853,801    253,482,522 
Net assets from merger:1          
Class R6       43,751,148 
           
Net asset value of shares issued upon reinvestment of
dividends and distributions:
          
Class A   314,683,466    31,405,053 
Class C   51,153,425    4,025,931 
Class R   10,183,247    1,007,951 
Institutional Class   1,242,921,194    165,129,807 
Class R6   169,489,522    24,134,858 
    2,921,561,362    1,806,396,355 

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Table of Contents

   Year ended 
       11/30/22       11/30/21 
Capital Share Transactions (continued):          
Cost of shares redeemed:          
Class A  $(392,261,185)  $(420,896,868)
Class C   (94,271,768)   (135,104,349)
Class R   (16,038,430)   (20,949,076)
Institutional Class   (2,389,135,526)   (3,557,512,193)
Class R6   (532,103,785)   (595,998,781)
    (3,423,810,694)   (4,730,461,267)
Decrease in net assets derived from capital share
transactions
   (502,249,332)   (2,924,064,912)
Net Decrease in Net Assets   (1,820,738,883)   (1,336,436,509)
           
Net Assets:          
Beginning of year   9,089,235,742    10,425,672,251 
End of year  $7,268,496,859    $9,089,235,742 

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

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

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Financial highlights
Delaware Value® Fund Class A

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

Net asset value, beginning of period
 
Income (loss) from investment operations:
Net investment income1
Net realized and unrealized gain (loss)
Total from investment operations
 
Less dividends and distributions from:
Net investment income
Net realized gain
Total dividends and distributions
 
Net asset value, end of period
 
Total return2
 
Ratios and supplemental data:
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets3
Ratio of net investment income to average net assets
Portfolio turnover

1 Calculated using average shares outstanding.
2 Total 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 Expense ratios do not include expenses of any investment companies in which the Fund invests.

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

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  Year ended 
  11/30/22   11/30/21   11/30/20   11/30/19   11/30/18     
  $24.41   $21.14   $22.44   $22.29   $21.63 
                         
                         
   0.27    0.31    0.38    0.36    0.32 
   1.40    3.45    (0.63)   1.02    1.19 
   1.67    3.76    (0.25)   1.38    1.51 
                         
                         
   (0.28)   (0.35)   (0.38)   (0.36)   (0.33)
   (4.94)   (0.14)   (0.67)   (0.87)   (0.52)
   (5.22)   (0.49)   (1.05)   (1.23)   (0.85)
                         
  $20.86   $24.41   $21.14   $22.44   $22.29 
                         
   7.40%    17.94%    (0.90%)   7.09%    7.10%
                         
                         
  $1,383,399   $1,542,371    $1,505,191   $1,992,320   $2,135,717 
   0.93%     0.93%    0.93%    0.93%    0.93% 
   1.33%    1.32%    1.93%    1.68%    1.44% 
   11%    22%    25%    16%    20% 

19


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Financial highlights
Delaware Value® Fund Class C

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

Net asset value, beginning of period
 
Income (loss) from investment operations:
Net investment income1
Net realized and unrealized gain (loss)
Total from investment operations
 
Less dividends and distributions from:
Net investment income
Net realized gain
Total dividends and distributions
 
Net asset value, end of period
 
Total return2
 
Ratios and supplemental data:
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets3
Ratio of net investment income to average net assets
Portfolio turnover

1 Calculated using average shares outstanding.
2 Total 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 Expense ratios do not include expenses of any investment companies in which the Fund invests.

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

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  Year ended 
  11/30/22   11/30/21   11/30/20   11/30/19   11/30/18     
  $24.37   $21.10   $22.38   $22.23   $21.57 
                         
                         
   0.12    0.13    0.23    0.20    0.15 
   1.39    3.44    (0.62)   1.01    1.18 
   1.51    3.57    (0.39)   1.21    1.33 
                         
                         
   (0.11)   (0.16)   (0.22)   (0.19)   (0.15)
   (4.94)   (0.14)   (0.67)   (0.87)   (0.52)
   (5.05)   (0.30)   (0.89)   (1.06)   (0.67)
                         
  $20.83   $24.37   $21.10   $22.38   $22.23 
                         
   6.57%    17.04%    (1.68%)   6.29%    6.29%
                         
                         
  $187,592   $253,333   $319,180   $542,875   $545,157 
   1.68%    1.68%    1.68%    1.68%    1.68%  
   0.57%    0.57%    1.18%    0.93%    0.69%
   11%    22%    25%    16%    20% 

21


Table of Contents

Financial highlights
Delaware Value® Fund Class R

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

Net asset value, beginning of period
 
Income (loss) from investment operations:
Net investment income1
Net realized and unrealized gain (loss)
Total from investment operations
 
Less dividends and distributions from:
Net investment income
Net realized gain
Total dividends and distributions
 
Net asset value, end of period
 
Total return2
 
Ratios and supplemental data:
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets3
Ratio of net investment income to average net assets
Portfolio turnover

1 Calculated using average shares outstanding.
2 Total 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 Expense ratios do not include expenses of any investment companies in which the Fund invests.

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

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Table of Contents

  Year ended 
  11/30/22   11/30/21   11/30/20   11/30/19   11/30/18     
   $24.39   $21.13   $22.43   $22.27   $21.61 
                         
                         
   0.22    0.25    0.33    0.30    0.26 
   1.40    3.44    (0.62)   1.03    1.19 
   1.62    3.69    (0.29)   1.33    1.45 
                         
                         
   (0.23)   (0.29)   (0.34)   (0.30)   (0.27)
   (4.94)   (0.14)   (0.67)   (0.87)   (0.52)
   (5.17)   (0.43)   (1.01)   (1.17)   (0.79)
                         
  $20.84   $24.39   $21.13   $22.43   $22.27 
                         
   7.11%   17.61%   (1.16%)   6.85%   6.82%
                         
                         
  $40,863   $48,382   $52,840   $81,159   $116,330 
   1.18%   1.18%   1.18%   1.18%   1.18%
   1.07%   1.07%   1.68%   1.43%   1.19%
   11%   22%   25%   16%   20%

23


Table of Contents

Financial highlights
Delaware Value® Fund Institutional Class

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

Net asset value, beginning of period
 
Income (loss) from investment operations:
Net investment income1
Net realized and unrealized gain (loss)
Total from investment operations
 
Less dividends and distributions from:
Net investment income
Net realized gain
Total dividends and distributions
 
Net asset value, end of period
 
Total return2
 
Ratios and supplemental data:
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets3
Ratio of net investment income to average net assets
Portfolio turnover

1 Calculated using average shares outstanding.
2 Total 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 Expense ratios do not include expenses of any investment companies in which the Fund invests.

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

24


Table of Contents

  Year ended 
  11/30/22   11/30/21   11/30/20   11/30/19   11/30/18 
  $24.40   $21.14   $22.45   $22.30   $21.64 
                         
                         
   0.32    0.37    0.43    0.41    0.37 
   1.41    3.43    (0.64)   1.02    1.19 
   1.73    3.80    (0.21)   1.43    1.56 
                         
                         
   (0.34)   (0.40)   (0.43)   (0.41)   (0.38)
   (4.94)   (0.14)   (0.67)   (0.87)   (0.52)
   (5.28)   (0.54)   (1.10)   (1.28)   (0.90)
                         
  $20.85   $24.40   $21.14   $22.45   $22.30 
                         
   7.69%   18.19%   (0.68%)   7.36%   7.36%
                         
                         
  $4,903,817   $6,216,726   $7,427,159   $11,037,713   $10,406,840 
   0.68%   0.68%   0.68%   0.68%   0.68%
   1.57%   1.57%   2.18%   1.93%   1.69%
   11%   22%   25%   16%   20%

25


Table of Contents

Financial highlights
Delaware Value® Fund Class R6

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

Net asset value, beginning of period
 
Income (loss) from investment operations:
Net investment income1
Net realized and unrealized gain (loss)
Total from investment operations
 
Less dividends and distributions from:
Net investment income
Net realized gain
Total dividends and distributions
 
Net asset value, end of period
 
Total return2
 
Ratios and supplemental data:
Net assets, end of period (000 omitted)
Ratio of expenses to average net assets3
Ratio of net investment income to average net assets
Portfolio turnover

1 Calculated using average shares outstanding.
2 Total 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 Expense ratios do not include expenses of any investment companies in which the Fund invests.

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

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  Year ended 
  11/30/22   11/30/21   11/30/20   11/30/19   11/30/18 
  $24.41   $21.14   $22.45   $22.30   $21.64 
                         
                         
   0.34    0.40    0.45    0.44    0.39 
   1.40    3.44    (0.64)   1.01    1.19 
   1.74    3.84    (0.19)   1.45    1.58 
                         
                         
   (0.36)   (0.43)   (0.45)   (0.43)   (0.40)
   (4.94)   (0.14)   (0.67)   (0.87)   (0.52)
   (5.30)   (0.57)   (1.12)   (1.30)   (0.92)
                         
  $20.85   $24.41   $21.14   $22.45   $22.30 
                         
   7.77%   18.36%   (0.57%)   7.48%   7.46%
                         
                         
  $752,826   $1,028,424   $1,121,302   $1,162,129   $582,092 
   0.59%   0.58%   0.58%   0.58%   0.58%
   1.67%   1.67%   2.28%   2.03%   1.79%
   11%   22%   25%   16%   20%

27


Table of Contents

Notes to financial statements  
Delaware Value® Fund November 30, 2022

Delaware Group® Equity Funds II (Trust) is organized as a Delaware statutory trust and offers one series: Delaware Value Fund (Fund). The Trust is an open-end investment company. The Fund is considered diversified under the Investment Company Act of 1940, as amended (1940 Act), and offers Class A, Class C, Class R, Institutional Class, and Class R6 shares. Class A shares are sold with a maximum front-end sales charge of 5.75%. There is no front-end sales charge when you purchase $1,000,000 or more of Class A shares. However, if Delaware Distributors, L.P. (DDLP) paid your financial intermediary a commission on your purchase of $1,000,000 or more of Class A shares, for shares purchased prior to July 1, 2020, you will have to pay a limited contingent deferred sales charge (Limited CDSC) of 1.00% if you redeem these shares within the first year after your purchase and 0.50% if you redeem these shares within the second year; and for shares purchased on or after July 1, 2020, you will have to pay a Limited CDSC of 1.00% if you redeem these shares within the first 18 months after your purchase; unless a specific waiver of the Limited CDSC applies. Class C shares are sold with a contingent deferred sales charge (CDSC) of 1.00%, which will be incurred if redeemed during the first 12 months. Class R, Institutional Class, and Class R6 shares are not subject to a sales charge and are offered for sale exclusively to certain eligible investors. In addition, Class R6 shares do not pay any service fees, sub-accounting fees, and/or sub-transfer agency fees to any brokers, dealers, or other financial intermediaries.

1. Significant Accounting Policies

The Fund follows accounting and reporting guidance under Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946, Financial Services — Investment Companies. The following accounting policies are in accordance with US generally accepted accounting principles (US GAAP) and are consistently followed by the Fund.

Security Valuation — Equity securities and exchange-traded funds (ETFs), except those traded on the Nasdaq Stock Market LLC (Nasdaq), are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange on the valuation date. Equity securities traded on the Nasdaq are valued in accordance with the Nasdaq Official Closing Price, which may not be the last sales price. If, on a particular day, an equity security does not trade, the mean between the bid and the ask prices will be used, which approximates fair value. Open-end investment companies, other than ETFs, are valued at their published net asset value (NAV). Generally, other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith by the Fund’s valuation designee, Delaware Management Company (DMC). Subject to the oversight of the Fund’s Board of Trustees (Board), DMC, as valuation designee, has adopted policies and procedures to fair value securities for which market quotations are not readily available consistent with the requirements of Rule 2a-5 under the 1940 Act. In determining whether market quotations are readily available or fair valuation will be used, various factors will be taken into consideration, such as market closures or suspension of trading in a security. Restricted securities and private placements are valued at fair value.

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Federal Income Taxes — No provision for federal income taxes has been made as the Fund intends to continue to qualify for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to shareholders. The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit or expense in the current year. Management has analyzed the Fund’s tax positions taken or expected to be taken on the Fund’s federal income tax returns through the year ended November 30, 2022 and for all open tax years (years ended November 30, 2019November 30, 2021), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. If applicable, the Fund recognizes interest accrued on unrecognized tax benefits in interest expense and penalties in “Other” on the “Statement of operations.” During the year ended November 30, 2022, the Fund did not incur any interest or tax penalties.

Class Accounting — Investment income, common expenses, and realized and unrealized gain (loss) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class. Class R6 shares will not be allocated any expenses related to service fees, sub-accounting fees, and/or sub-transfer agency fees paid to brokers, dealers, or other financial intermediaries.

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

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

The Fund receives earnings credits from its transfer agent when positive cash balances are maintained, which may be used to offset transfer agent fees. If the amount earned is greater than $1, the expenses paid under this arrangement are included on the “Statement of operations”

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Notes to financial statements
Delaware Value® Fund

1. Significant Accounting Policies (continued)

under “Dividend disbursing and transfer agent fees and expenses” with the corresponding expenses offset included under “Less 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 DMC, a series of Macquarie Investment Management Business Trust and the investment manager, an annual fee which is calculated daily and paid monthly at the rates 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 may permit its affiliates, Macquarie Investment Management Global Limited (MIMGL) and Macquarie Funds Management Hong Kong Limited (together, the “Affiliated Sub-Advisors”), to execute Fund equity security trades on its behalf. DMC may also seek quantitative support from MIMGL. Although the Affiliated Sub-Advisors serve as sub-advisors, DMC has ultimate responsibility for all investment advisory services. For these services, DMC, not the Fund, may pay each Affiliated Sub-Advisor a portion of its investment management fee.

Delaware Investments Fund Services Company (DIFSC), an affiliate of DMC, provides fund accounting and financial administrative oversight services to the Fund. For these services, DIFSC’s fees are calculated daily and paid monthly, based on the aggregate daily net assets of all funds within the Delaware Funds at the following annual rates: 0.00475% of the first $35 billion; 0.0040% of the next $10 billion; 0.0025% of the next $45 billion; and 0.0015% of aggregate average daily net assets in excess of $90 billion (Total Fee). Each fund in the Delaware Funds pays a minimum of $4,000, which, in aggregate, is subtracted from the Total Fee. Each fund then pays its portion of the remainder of the Total Fee on a relative NAV basis. This amount is included on the “Statement of operations” under “Accounting and administration expenses.” For the year ended November 30, 2022, the Fund paid $248,794 for these services.

DIFSC is also the transfer agent and dividend disbursing agent of the Fund. For these services, DIFSC’s fees are calculated daily and paid monthly, based on the aggregate daily net assets of the retail funds within the Delaware Funds at the following annual rates: 0.014% of the first $20 billion; 0.011% of the next $5 billion; 0.007% of the next $5 billion; 0.004% of the next $20 billion; 0.002% of the next $25 billion; and 0.0015% of average daily net assets in excess of $75 billion. The fees payable to DIFSC under the shareholder services agreement described above are allocated among all retail funds in the Delaware Funds on a relative NAV basis. This amount is included on the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses.” For the year ended November 30, 2022, the Fund paid $872,607 for these services. Pursuant to a sub-transfer agency agreement between DIFSC and BNY Mellon Investment Servicing (US) Inc. (BNYMIS), BNYMIS provides certain sub-transfer agency services to the Fund. Sub-transfer agency fees are paid by the Fund and are also included on

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the “Statement of operations” under “Dividend disbursing and transfer agent fees and expenses.” The fees that are calculated daily and paid as invoices are received on a monthly or quarterly basis.

Pursuant to a distribution agreement and distribution plan, the Fund pays DDLP, the distributor and affiliate of DMC, an annual 12b-1 fee of 0.25%, 1.00% and 0.50% of the average daily net assets of the Class A, Class C, and Class R shares, respectively. The Board has adopted a formula for calculating 12b-1 fees for the Fund’s Class A shares. The total 12b-1 fees to be paid by Class A shareholders of the Fund will be the sum of (1) 0.10% of the average daily net assets representing shares that were acquired prior to May 2, 1994 and (2) 0.25% of the average daily net assets representing shares that were acquired on or after May 2, 1994. All Class A shareholders will bear 12b-1 fees at the same blended rate, currently 0.25% of average daily net assets, based upon the allocation of the rates described above. This method of calculating Class A 12b-1 fees may be discontinued at the sole discretion of the Board. The fees are calculated daily and paid monthly. Institutional Class and Class R6 shares do not pay 12b-1 fees.

As provided in the investment management agreement, the Fund bears a portion of the cost of certain resources shared with DMC, including the cost of internal personnel of DMC and/or its affiliates that provide legal and regulatory reporting services to the Fund. For the year ended November 30, 2022, the Fund paid $202,478 for internal legal and regulatory reporting services provided by DMC and/or its affiliates’ employees. This amount is included on the “Statement of operations” under “Legal fees.”

For the year ended November 30, 2022, DDLP earned $48,012 for commissions on sales of the Fund’s Class A shares. For the year ended November 30, 2022, DDLP received gross CDSC commissions of $134 and $7,735 on redemptions of the Fund’s Class A and Class C shares, respectively, and these commissions were entirely used to offset upfront commissions previously paid by DDLP to broker/dealers on sales of those shares.

Trustees’ fees include expenses accrued by the Fund for each Trustee’s retainer and meeting fees. Certain officers of DMC, DIFSC, and DDLP are officers and/or Trustees of the Trust. These officers and Trustees are paid no compensation by the Fund.

In addition to the management fees and other expenses of the Fund, the Fund indirectly bears the investment management fees and other expenses of any Underlying Funds in which it invests. The amount of these fees and expenses incurred indirectly by the Fund will vary based upon the expense and fee levels of any Underlying Funds and the number of shares that are owned of any Underlying Funds at different times.

3. Investments

For the year ended November 30, 2022, the Fund made purchases and sales of investment securities other than short-term investments as follows:

Purchases      $827,654,869 
Sales   3,123,305,675 

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Notes to financial statements
Delaware Value® Fund

3. Investments (continued)

The tax cost of investments includes adjustments to net unrealized appreciation (depreciation) which may not necessarily be the final tax cost basis adjustments but which approximate the tax basis unrealized gains and losses that may be realized and distributed to shareholders. At November 30, 2022, the cost and unrealized appreciation (depreciation) of investments for federal income tax purposes for the Fund were as follows:

Cost of investments      $4,671,214,603 
Aggregate unrealized appreciation of investments  $2,755,572,704 
Aggregate unrealized depreciation of investments   (161,127,825)
Net unrealized appreciation of investments  $2,594,444,879 

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

Level 1 –  Inputs are quoted prices in active markets for identical investments. (Examples: equity securities, open-end investment companies, futures contracts, and exchange-traded options contracts)
   
Level 2 – Other observable inputs, including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, and default rates) or other market-corroborated inputs. (Examples: debt securities, government securities, swap contracts, foreign currency exchange contracts, foreign securities utilizing international fair value pricing, broker-quoted securities, and fair valued securities)
   
Level 3 – Significant unobservable inputs, including the Fund’s own assumptions used to determine the fair value of investments. (Examples: broker-quoted securities and fair valued securities)

Level 3 investments are valued using significant unobservable inputs. The Fund may also use an income-based valuation approach in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or

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duration of any restrictions on the disposition of the investments. Valuations may also be based upon current market prices of securities that are comparable in coupon, rating, maturity, and industry. The derived value of a Level 3 investment may not represent the value which is received upon disposition and this could impact the results of operations.

The following table summarizes the valuation of the Fund’s investments by fair value hierarchy levels as of November 30, 2022:

       Level 1  
Securities     
Assets:     
Common Stocks  $7,212,778,467 
Short-Term Investments   52,881,015 
Total Value of Securities  $7,265,659,482 

During the year ended November 30, 2022, there were no transfers into or out of Level 3 investments. The Fund’s policy is to recognize transfers into or out of Level 3 investments based on fair value at the beginning of the reporting year.

A reconciliation of Level 3 investments is presented when the Fund has a significant amount of Level 3 investments at the beginning or end of the year in relation to the Fund’s net assets. During the year ended November 30, 2022, there were no Level 3 investments.

4. Dividend and Distribution Information

Income and long-term capital gain distributions are determined in accordance with federal income tax regulations, which may differ from US GAAP. Additionally, distributions from net gains on foreign currency transactions and short-term gains on sales of investment securities are treated as ordinary income for federal income tax purposes. The tax character of dividends and distributions paid during the years ended November 30, 2022 and 2021 were as follows:

   Year ended
       11/30/22        11/30/21  
Ordinary income  $352,108,290   $177,988,962 
Long-term capital gains   1,574,733,157    67,344,262 
Total  $1,926,841,447   $245,333,224 

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Notes to financial statements
Delaware Value® Fund

5. Components of Net Assets on a Tax Basis

As of November 30, 2022, the components of net assets on a tax basis were as follows:

Shares of beneficial interest  $4,106,208,982 
Undistributed ordinary income   24,243,345 
Undistributed long-term capital gains   543,599,653 
Net unrealized appreciation on investments and foreign currencies   2,594,444,879 
Net assets  $7,268,496,859 

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

For financial reporting purposes, capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Reclassifications are primarily due to equalization distributions. Results of operations and net assets were not affected by the reclassification. For the year ended November 30, 2022, the Fund recorded the following reclassifications:

Paid-in capital  $201,185,590 
Total distributable earnings (loss)   (201,185,590)

6. Capital Shares

Transactions in capital shares were as follows:

   Year ended
       11/30/22        11/30/21  
Shares sold:          
Class A   6,875,533    8,235,972 
Class C   786,894    808,623 
Class R   258,482    317,650 
Institutional Class   36,719,394    45,317,186 
Class R6   11,125,289    10,776,072 
Shares from merger:1          
Class R6       1,796,762 
           
Shares issued upon reinvestment of dividends and distributions:          
Class A   15,319,550    1,386,747 
Class C   2,486,690    181,602 
Class R   495,796    44,746 
Institutional Class   60,586,565    7,285,266 
Class R6   8,258,721    1,060,804 
    142,912,914    77,211,430 

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   Year ended
       11/30/22        11/30/21  
Shares redeemed:          
Class A   (19,061,120)   (17,616,020)
Class C   (4,665,695)   (5,718,362)
Class R   (777,562)   (879,309)
Institutional Class   (116,842,848 )   (149,140,259)
Class R6   (25,411,457)   (24,530,602)
    (166,758,682 )   (197,884,552)
Net decrease   (23,845,768)   (120,673,122)

1 See Note 7.

Certain shareholders may exchange shares of one class for shares of another class in the same Fund. These exchange transactions are included as subscriptions and redemptions in the table above and on the “Statements of changes in net assets.” For the years ended November 30, 2022 and November 30, 2021, the Fund had the following exchange transactions:

   Exchange Redemptions  Exchange Subscriptions      
       Class A
Shares
      Class C
 Shares
      Institutional
 Class Shares
      Class A
Shares
      Institutional
 Class
 Shares
       Class R6
 Shares
      Value
Year ended                                     
11/30/22    135,033    49,371    383,929    51,957    163,579    352,828    $ 11,671,466
11/30/21    223,997    104,303    314,995    87,926    222,376    333,060      14,888,608

7. Reorganization

On May 26, 2021, the Board approved a proposal to reorganize Macquarie Large-Cap Value Equity Portfolio, a series of Delaware Pooled® Trust (the “Acquired Fund”) with and into Delaware Value® Fund (the “Acquiring Fund”), (the “Reorganization”). Pursuant to an Agreement and Plan of Reorganization (the “Plan”): (i) all of the property, assets, and goodwill of the Acquired Fund were acquired by the Acquiring Fund, and (ii) the Trust, on behalf of the Acquiring Fund, assumed the liabilities of the Acquired Fund, in exchange for shares of the Acquiring Fund. In accordance with the Plan, the Acquired Fund liquidated and dissolved following the Reorganization. The purpose of the transaction was to allow shareholders of the Acquired Fund to own shares of a Fund with a similar investment objective and style as, and potentially lower net expenses than the Acquired Fund. The Reorganization was accomplished by a tax-free exchange of shares on September 17, 2021. For financial reporting purposes, assets received and shares issued by the Acquiring Fund were recorded at fair value; however, the cost basis of the investments received from the Acquired Fund was carried forward to align ongoing reporting of the Acquiring Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.

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Notes to financial statements
Delaware Value® Fund

7. Reorganization (continued)

The share transactions associated with the Reorganization are as follows:

        Acquired
Fund
Net Assets
      Acquired
Fund Shares
Outstanding
      Shares
Converted
to Acquiring
Fund
      Acquiring
Fund
Net Assets
      Conversion
Ratio
    Macquarie Large-Cap Value
Equity
Portfolio - Portfolio Class
  Delaware Value
Fund - Class R6
   
    $ 43,751,148     2,362,341    1,796,762   $1,176,634,622    0.7610 

The net assets of the Acquiring Fund before the Reorganization were $10,052,624,470. The net assets of the Acquiring Fund immediately following the Reorganization were $10,096,375,618.

Assuming the Reorganization had been completed on December 1, 2020, the Acquiring Fund’s pro forma results of operations for the year ended November 30, 2021, would have been as follows:

Net investment income      $160,972,298 
Net realized gain on investments   1,815,308,686 
Net change in unrealized appreciation (depreciation)   130,436,353 
Net increase in net assets resulting from operations  $2,106,717,337 

8. Line of Credit

The Fund, along with certain other funds in the Delaware Funds (Participants), was a participant in a $355,000,000 revolving line of credit (Agreement) intended to be used for temporary or emergency purposes as an additional source of liquidity to fund redemptions of investor shares. Under the Agreement, the Participants were charged an annual commitment fee of 0.15%, which was allocated across the Participants based on a weighted average of the respective net assets of each Participant. The Participants were permitted to borrow up to a maximum of one-third of their net assets under the Agreement. Each Participant was individually, and not jointly, liable for its particular advances, if any, under the line of credit. The line of credit available under the Agreement expired on October 31, 2022.

On October 31, 2022, the Fund, along with the other Participants, entered into an amendment to the Agreement for a $355,000,000 revolving line of credit to be used as described above. It operates in substantially the same manner as the original Agreement. Under the amendment to the Agreement, the Participants are charged an annual commitment fee of 0.15%, which is allocated across the Participants based on a weighted average of the respective net assets of each Participant. The line of credit available under the Agreement expires on October 30, 2023.

The Fund had no amounts outstanding as of November 30, 2022, or at any time during the year then ended.

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9. Securities Lending

The Fund, along with other funds in the Delaware Funds, may lend its securities pursuant to a security lending agreement (Lending Agreement) with The Bank of New York Mellon (BNY Mellon). At the time a security is loaned, the borrower must post collateral equal to the required percentage of the market value of the loaned security, including any accrued interest. The required percentage is: (1) 102% with respect to US securities and foreign securities that are denominated and payable in US dollars; and (2) 105% with respect to foreign securities. With respect to each loan, if on any business day the aggregate market value of securities collateral plus cash collateral held is less than the aggregate market value of the securities which are the subject of such loan, the borrower will be notified to provide additional collateral by the end of the following business day, which, together with the collateral already held, will be not less than the applicable initial collateral requirements for such security loan. If the aggregate market value of securities collateral and cash collateral held with respect to a security loan exceeds the applicable initial collateral requirement, upon the request of the borrower, BNY Mellon must return enough collateral to the borrower by the end of the following business day to reduce the value of the remaining collateral to the applicable initial collateral requirement for such security loan. As a result of the foregoing, the value of the collateral held with respect to a loaned security on any particular day, may be more or less than the value of the security on loan. The collateral percentage with respect to the market value of the loaned security is determined by the security lending agent.

Cash collateral received by the Fund is generally invested in an individual separate account. The investment guidelines permit each separate account to hold certain securities that would be considered eligible securities for a money market fund. Cash collateral received is generally invested in government securities; certain obligations issued by government sponsored enterprises; repurchase agreements collateralized by US Treasury securities; obligations issued by the central government of any Organization for Economic Cooperation and Development (OECD) country or its agencies, instrumentalities, or establishments; obligations of supranational organizations; commercial paper, notes, bonds, and other debt obligations; certificates of deposit, time deposits, and other bank obligations; certain money market funds; and asset-backed securities. The Fund can also accept US government securities and letters of credit (non-cash collateral) in connection with securities loans.

In the event of default or bankruptcy by the lending agent, realization and/or retention of the collateral may be subject to legal proceedings. In the event the borrower fails to return loaned securities and the collateral received is insufficient to cover the value of the loaned securities and provided such collateral shortfall is not the result of investment losses, the lending agent has agreed to pay the amount of the shortfall to the Fund or, at the discretion of the lending agent, replace the loaned securities. The Fund continues to record dividends or interest, as applicable, on the securities loaned and is subject to changes in value of the securities loaned that may occur during the term of the loan. The Fund has the right under the Lending Agreement to recover the securities from the borrower on demand. With respect to security loans collateralized by non-cash collateral, the Fund receives loan premiums paid by the borrower. With respect to

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Notes to financial statements
Delaware Value® Fund

9. Securities Lending (continued)

security loans collateralized by cash collateral, the earnings from the collateral investments are shared among the Fund, the security lending agent, and the borrower. The Fund records security lending income net of allocations to the security lending agent and the borrower.

The Fund may incur investment losses as a result of investing securities lending collateral. This could occur if an investment in the collateral investment account defaulted or became impaired. Under those circumstances, the value of the Fund’s cash collateral account may be less than the amount the Fund would be required to return to the borrowers of the securities and the Fund would be required to make up for this shortfall.

During the year ended November 30, 2022, the Fund had no securities out on loan.

10. Credit and Market Risk

An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. This coronavirus has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty.

Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which the Fund invests will cause the NAV of the Fund to fluctuate.

The Fund may invest up to 15% of its net assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A promulgated under the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Fund from disposing of them in a timely manner and at a fair price when it is necessary or desirable to do so. While maintaining oversight, the Board has delegated to DMC, the day-to-day functions of determining whether individual securities are liquid for purposes of the Fund’s limitation on investments in illiquid securities. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the Fund’s 15% limit on investments in illiquid securities. As of November 30, 2022, there were no Rule 144A securities held by the Fund.

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11. Contractual Obligations

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

12. Subsequent Events

Management has determined that no material events or transactions occurred subsequent to November 30, 2022, that would require recognition or disclosure in the Fund’s financial statements.

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Report of independent registered public accounting firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Delaware Value® Fund (constituting Delaware Group® Equity Funds II, referred to hereafter as the “Fund”) as of November 30, 2022, the related statement of operations for the year ended November 30, 2022, the statements of changes in net assets for each of the two years in the period ended November 30, 2022, including the related notes, and the financial highlights for each of the five years in the period ended November 30, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended November 30, 2022 and the financial highlights for each of the five years in the period ended November 30, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of November 30, 2022 by correspondence with the custodian and transfer agents. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
January 27, 2023

We have served as the auditor of one or more investment companies in Delaware Funds by Macquarie® since 2010.

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Other Fund information (Unaudited)
Delaware Value® Fund

Liquidity Risk Management Program

The Securities and Exchange Commission (the “SEC”) has adopted Rule 22e-4 under the Investment Company Act of 1940 (the “Liquidity Rule”), which requires all open-end funds (other than money market funds) to adopt and implement a program reasonably designed to assess and manage the fund’s “liquidity risk,” defined as the risk that the fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests in the fund.

The Fund has adopted and implemented a liquidity risk management program in accordance with the Liquidity Rule (the “Program”). The Board has designated a member of the US Operational Risk Group of Macquarie Asset Management as the Program Administrator for each Fund in the Trust.

As required by the Liquidity Rule, the Program includes policies and procedures that provide for: (1) assessment, management, and review (no less frequently than annually) of the Fund’s liquidity risk; (2) classification of each of the Fund’s portfolio holdings into one of four liquidity categories (Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid); (3) for funds that do not primarily hold assets that are Highly Liquid, establishing and maintaining a minimum percentage of the Fund’s net assets in Highly Liquid investments (called a “Highly Liquid Investment Minimum” or “HLIM”); and (4) prohibiting the Fund’s acquisition of Illiquid investments if, immediately after the acquisition, the Fund would hold more than 15% of its net assets in Illiquid assets. The Program also requires reporting to the SEC (on a non-public basis) and to the Board if the Fund’s holdings of Illiquid assets exceed 15% of the Fund’s net assets. Funds with HLIMs must have procedures for addressing HLIM shortfalls, including reporting to the Board and, with respect to HLIM shortfalls lasting more than seven consecutive calendar days, reporting to the SEC (on a non-public basis).

In assessing and managing the Fund’s liquidity risk, the Program Administrator considers, as relevant, a variety of factors, including: (1) the Fund’s investment strategy and liquidity of portfolio investments during both normal and reasonably foreseeable stressed conditions; (2) short-term and long-term cash flow projections for the Fund during both normal and reasonably foreseeable stressed conditions; and (3) the Fund’s holdings of cash and cash equivalents and any borrowing arrangements. Classification of the Fund’s portfolio holdings in the four liquidity categories is based on the number of days it is reasonably expected to take to convert the investment to cash (for Highly Liquid and Moderately Liquid holdings) or to sell or dispose of the investment (for Less Liquid and Illiquid investments), in current market conditions without significantly changing the investment’s market value. The Fund primarily holds assets that are classified as Highly Liquid, and therefore is not required to establish an HLIM.

At a meeting of the Board held on May 17-19, 2022, the Program Administrator provided the required written annual report to the Board addressing the Program’s operation and assessing the adequacy and effectiveness of its implementation for the period from April 1, 2021 through March 31, 2022. The report concluded that the Program is appropriately designed and effectively implemented and that it meets the requirements of Rule 22e-4 and the Fund’s liquidity needs. The Fund’s HLIM is set at an appropriate level and the Fund complied with its HLIM at all times during the reporting period.

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Other Fund information (Unaudited)
Delaware Value® Fund

Tax Information

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

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

For the fiscal year ended November 30, 2022, the Fund reports distributions paid during the year as follows:

(A) Long-Term Capital Gain Distributions (Tax Basis)       81.73%
(B) Ordinary Income Distributions (Tax Basis)*   18.27%
Total Distributions (Tax Basis)   100.00%
(C) Qualified Dividends1   49.56%

 
(A) and (B) are based on a percentage of the Fund’s total distributions.
(C) is based on the Fund’s ordinary income distributions.
1 Qualified dividends represent dividends which qualify for the corporate dividends received deduction.
* For the fiscal year ended November 30, 2022, certain dividends paid by the Fund may be subject to a maximum tax rate of 20%. The percentage of dividends paid by the Fund from ordinary income reported as qualified income is 49.56%. Complete information will be computed and reported in conjunction with your 2022 Form 1099-DIV, as applicable.

Board Consideration of Investment Management Agreement and Sub-Advisory Agreements at a Meeting Held on August 9-11, 2022

At a meeting held on August 9-11, 2022 (the “Annual Contract Renewal Meeting”), the Board of Trustees (the “Board”), including a majority of Trustees each of whom is not an “interested person” as defined under the Investment Company Act of 1940 (the “Independent Trustees”), approved the renewal of the Delaware Value Fund (the “Fund”) Investment Management Agreement with Delaware Management Company (“DMC”); and the Sub-Advisory Agreements with Macquarie Investment Management Global Limited (“MIMGL”) and Macquarie Funds Management Hong Kong Limited (“MFMHKL” and together with MIMGL, the “Affiliated Sub-Advisers”).

Prior to the Meeting, including at a Board meeting held in May 2022, the Trustees conferred extensively among themselves and with representatives of DMC about these matters. Also, the Board was assisted by the applicable Investment Committee, with each Investment Committee assisting the full Board in the discharge of its duties in reviewing investment performance and other matters throughout the year. The Independent Trustees were assisted in their evaluation of

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the Investment Management Agreement and the Sub-Advisory Agreements by independent legal counsel, from whom they received separate legal advice and with whom they met separately.

In providing information to the Board, DMC was guided by a detailed set of requests for information submitted to them by independent legal counsel on behalf of the Independent Trustees at the start of the Board’s annual contract renewal process earlier in 2022. In considering and approving the Investment Management Agreement and the Sub-Advisory Agreements, the Trustees considered the information they believed relevant, including but not limited to the information discussed below. The Board considered not only the specific information presented in connection with the Meeting, but also the knowledge gained over time through interaction with DMC about various topics. In this regard, the Board reviewed reports of DMC at each of its quarterly meetings, which included information about, among other things, Fund performance, investment strategies, and expenses. In addition, the Investment Committees confer with portfolio managers at various times throughout the year. In considering information relating to the approval of the Fund’s Investment Management Agreement and the Sub-Advisory Agreements, the Independent Trustees also received information from an independent fund consultant, JDL Consultants, LLC (“JDL”).

The Board did not identify any particular information or consideration that was all-important or controlling, and each individual Trustee may have attributed different weights to various factors.

After its deliberations, the Board unanimously approved the continuation of the Investment Management Agreement and the Sub-Advisory Agreements for a one-year term. The following summarizes a number of important, but not necessarily all, factors considered by the Board in support of its approval.

Nature, extent, and quality of services. The Board received and considered various information regarding the nature, extent, and quality of the advisory services provided to the Fund by DMC under its Investment Management Agreement, and the experience of the officers and employees of DMC who provide these services, including the Fund’s portfolio managers. The Board’s review included consideration of DMC’s investment process and oversight and research and analysis capabilities, and its ability to attract and retain qualified investment professionals. The Board considered information regarding DMC’s programs for risk management, including investment, operational, liquidity, valuation, and compliance risks. The Board received information with respect to the cybersecurity program and business continuity plans of DMC and its affiliates. The Board also considered non-advisory services that DMC and its affiliates provide to the Delaware Funds, including third party oversight, transfer agent, internal audit, valuation, portfolio trading, and legal and compliance. The Board took into account the benefits to shareholders of investing in a Fund that is part of a family of funds managed by an affiliate of Macquarie Group Ltd. (“Macquarie”), the parent company of DMC, and the resources available to DMC as part of Macquarie’s global asset management business.

The Board received and considered various information with respect to the services provided by the Affiliated Sub-Advisers under the Sub-Advisory Agreements and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board considered the division of responsibilities between DMC and the Affiliated Sub-Advisers and the oversight provided by DMC. The Board considered the expertise of the

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Other Fund information (Unaudited)
Delaware Value® Fund

Board Consideration of Investment Management Agreement and Sub-Advisory Agreements at a Meeting Held on August 9-11, 2022 (continued)

Affiliated Sub-Advisers with respect to certain asset classes and/or investment styles. The Affiliated Sub-Advisers are part of Macquarie’s global investment platform that has offices and personnel that are located around the world. As a result, the Board noted that DMC had stated that the Affiliated Sub-Advisers can provide research, investment and trading analysis on the markets and economies of various countries in which the Fund may invest, make recommendations regarding securities and assist with security trades, as applicable. The Board took into account that the Sub-Advisory Agreements may benefit the Fund and its shareholders by permitting DMC to use the resources and talents of the Affiliated Sub-Advisers in managing the Fund.

The Board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Fund by DMC and the Affiliated Sub-Advisers.

Investment performance. The Board received and considered information with respect to the investment performance of the Fund, including performance reports and discussions with portfolio managers at meetings of the Board’s Investment Committees throughout the year as well as reports provided by Broadridge Financial Solutions, an independent investment company data provider (“Broadridge”), furnished for the Annual Contract Renewal Meeting. The Broadridge reports prepared for the Fund showed its investment performance in comparison to a group of similar funds (the “Performance Universe”). The Board received a description of the methodology used by Broadridge to select the funds in the Performance Universe. Comparative annualized performance for the Fund was shown for the past 1-, 3-, 5-, and 10-year periods and since inception, as applicable, ended December 31, 2021.

The Performance Universe for the Fund consisted of the Fund and all retail and institutional large-cap value funds, regardless of asset size or primary channel of distribution. The Board noted that the Broadridge report comparison showed that the Fund’s total return for the 1-, 3-, and 5-year periods was in the fourth quartile and for the 10-year period was in the third quartile of its Performance Universe. The Broadridge report comparison showed that the Fund’s total return for the 1-, 3-, 5-, and 10-year periods was below the median of its Performance Universe. The Board also noted that the Fund underperformed its benchmark index for the 1-, 3-, 5-, and 10-year periods. The Board noted the explanations from DMC concerning the reasons for the Fund’s relative performance versus the Performance Universe and its benchmark for the various periods.

Comparative expenses. The Board received and considered expense data for the Fund. Management provided the Board with information on pricing levels and fee structures for the Fund as of its most recently completed fiscal year. The Board also considered the comparative analysis of contractual management fees and actual total expense ratios of the Fund versus contractual management fees and actual total expense ratios of a group of similar funds as selected by Broadridge (the “Expense Group”). In reviewing comparative costs, the Fund’s contractual management fee and the actual management fee incurred by the Fund were compared with the contractual management fees (assuming all funds were similar in size to the

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Fund) and actual management fees, taking into account any applicable breakpoints and fee waivers, with the Fund’s expense universe, which is comprised of the Fund, its Expense Group and all other similar institutional funds, excluding outliers (the “Expense Universe”). The Fund’s total expenses were also compared with those of its Expense Universe. The Broadridge total expenses, for comparative consistency, were shown by Broadridge for Institutional Class shares and comparative total expenses including 12b-1 and non-12b-1 service fees.

The expense comparisons for the Fund showed that its actual management fee was below the median of its Expense Universe and its actual total expenses were above its Expense Group average.

The Board also received and considered information about the nature and extent of services offered and fee rates charged by DMC to other types of clients with investment strategies similar to those of the Fund. In this regard, the Board received information about the significantly greater scope of services, and compliance, reporting and other legal burdens and risks of managing registered investment companies compared with those associated with managing assets of other types of clients, including third-party sub-advised fund clients, unregistered funds and separately managed accounts.

The Board noted that DMC, and not the Fund, pays the sub-advisory fees to the Affiliated Sub-Advisers and, accordingly, that the retention of the Affiliated Sub-Advisers does not increase the fees and expenses incurred by the Fund.

Based on its consideration of the factors and information it deemed relevant, including those described here, the Board determined that the compensation payable to DMC under the Investment Management Agreement and to the Affiliated Sub-Advisers under the Sub-Advisory Agreements was reasonable.

Economies of scale. The Board received and considered information about the potential for DMC to realize economies of scale in the provision of management services to the Fund, the difficulties of calculating economies of scale at an individual Fund level, and the extent to which potential scale benefits are shared with shareholders, including the extent to which any economies of scale are reflected in the level of management fees charged. DMC discussed its advisory fee pricing and structure for the Delaware Funds complex, including the current breakpoints. The Board noted that, as of March 31, 2022, the Fund’s net assets exceeded its third breakpoint level and that breakpoints result in a lower advisory fee than would otherwise be the case in the absence of breakpoints, when the asset levels specified in the breakpoints schedule are exceeded. The Board noted that the Fund may also benefit from economies of scale through initial fee setting, fee waivers and expense reimbursements, as well as DMC’s investment in its business, including investments in business infrastructure, technology and cybersecurity.

Management profitability. The Board received and considered the Investment Management Profitability Analysis that addressed the overall profitability of DMC’s business in providing management and other services to the Fund and the Delaware Funds as a whole, including the methodology used by DMC in allocating costs for the purpose of determining profitability. The Board also reviewed a report prepared by JDL regarding DMC’s profitability as compared to

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Other Fund information (Unaudited)
Delaware Value® Fund

Board Consideration of Investment Management Agreement and Sub-Advisory Agreements at a Meeting Held on August 9-11, 2022 (continued)

certain peer fund complexes and the Independent Trustees discussed DMC’s profitability in such context with representatives from JDL. Based on its review, the Board determined that DMC’s profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.

Ancillary benefits. The Board received and considered information regarding the extent to which DMC and its affiliates might derive ancillary benefits from fund operations, including the potential for procuring additional business as a result of the prestige and visibility associated with its role as investment manager to the Delaware Funds; the benefits from allocation of fund brokerage to improve trading efficiencies; and the fees that various affiliates received for serving as transfer agent and for overseeing fund accounting and financial administration services to the Delaware Funds. The Board received information from DMC regarding its view of the performance of its affiliates in providing transfer agent and fund accounting and financial administration oversight services and the organizational structure employed to provide these services pursuant to their contracts with the Fund.

Based on its consideration of the factors and information it deemed relevant, including the costs of providing investment management and other services to the Fund and the ongoing commitment of DMC and its affiliates to the Fund, the Board did not find that any ancillary benefits received by DMC and its affiliates were unreasonable.

Conclusion. Based on its review, consideration and evaluation of all factors it believed relevant, including the above-described factors and conclusions, the Board, including all of the Independent Trustees, approved the continuation of DMC’s Investment Management Agreement and of the Affiliated Sub-Advisers’ Sub-Advisory Agreements for an additional one-year period.

Form N-PORT and proxy voting information

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities, are available without charge (i) upon request, by calling 800 523-1918; and (ii) on the SEC’s website at sec.gov. In addition, a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities and the Schedule of Investments included in the Fund’s most recent Form N-PORT are available without charge on the Fund’s website at delawarefunds.com/literature.

Information (if any) regarding how the Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through the Fund’s website at delawarefunds.com/proxy; and (ii) on the SEC’s website at sec.gov.

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Board of trustees / directors and officers addendum
Delaware Funds by Macquarie ®

A mutual fund is governed by a Board of Trustees/Directors (“Trustees”), which has oversight responsibility for the management of a fund’s business affairs. Trustees establish procedures and oversee and review the performance of the investment manager, the distributor, and others who perform services for the fund. The independent fund trustees, in particular, are advocates for shareholder interests. Each trustee has served in that capacity since he or she was elected to or appointed to the Board of Trustees, and will continue to serve until his or her retirement or the election of a new trustee in his or her place. The following is a list of the Trustees and Officers as of December 31, 2022 with certain background and related information.

Name,
Address,
and Birth Date
  Position(s)
Held with
the Trust
  Length of Time
Served1
  Number of
Funds in Fund
Complex Overseen
by Trustee
  Principal
Occupation(s)
During the
Past Five Years
  Other
Directorships
Held by Trustee
During the

Past Five Years
Interested Trustee                                      
                     
Shawn K. Lytle2
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
February 1970
  President,
Chief Executive
Officer,
and Trustee
  President and
Chief Executive
Officer
since August 2015

Trustee since
September 2015
  127   Macquarie Asset
Management3
(2015–Present)
-Global Head of
Macquarie Asset
Management Public
Investments
(2019–Present)
-Head of Americas of
Macquarie Group
(2017–Present)
-Deputy Global Head of
Macquarie Asset
Management
(2017–2019)
-Head of Macquarie
Asset Management
Americas (2015–2017)
  None

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Board of trustees / directors and officers addendum
Delaware Funds by Macquarie®

Name,
Address,
and Birth Date
      Position(s)
Held with
the Trust
      Length of Time
Served1
      Number of
Funds in Fund
Complex Overseen
by Trustee
      Principal
Occupation(s)
During the
Past Five Years
      Other
Directorships
Held by Trustee
During the
Past Five Years
Independent Trustees                    
                     
Jerome D. Abernathy
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
July 1959
  Trustee   Since January 2019   127   Stonebrook Capital
Management, LLC
(financial
technology: macro
factors and databases)
-Managing Member
(1993-Present)
  None
                     
Thomas L. Bennett4
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
October 1947
  Chair and Trustee   Trustee since March
2005
Chair since March
2015
  127   Private Investor
(2004–Present)
  None
                     
Ann D. Borowiec
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
November 1958
  Trustee   Since March 2015   127   J.P. Morgan Chase & Co.
(1987-2013)
-Chief Executive Officer,
Private Wealth
Management
(2011–2013)
  Banco Santander International
(2016–2019)
Santander Bank, N.A.
(2016-2019)

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Table of Contents

Name,
Address,
and Birth Date
      Position(s)
Held with
the Trust
      Length of Time
Served1
      Number of
Funds in Fund
Complex Overseen
by Trustee
      Principal
Occupation(s)
During the
Past Five Years
      Other
Directorships
Held by Trustee
During the
Past Five Years
                     
Joseph W. Chow
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
January 1953
  Trustee   Since January 2013   127   Private Investor
(2011–Present)
  None
                     
H. Jeffrey Dobbs
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
May 1955
  Trustee   Since April 20195   127   KPMG LLP
(2002-2015)
-Global Sector Chairman,
Industrial Manufacturing
(2010-2015)
  TechAccel LLC
(2015–Present)
PatientsVoices, Inc.
(2018–Present)
Valparaiso University Board
(2012-Present)
Ivy Funds Complex (2019-2021)

49


Table of Contents

Board of trustees / directors and officers addendum
Delaware Funds by Macquarie®

Name,
Address,
and Birth Date
      Position(s)
Held with
the Trust
      Length of Time
Served1
      Number of
Funds in Fund
Complex Overseen
by Trustee
      Principal
Occupation(s)
During the
Past Five Years
      Other
Directorships
Held by Trustee
During the
Past Five Years
                     
John A. Fry
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
May 1960
  Trustee   Since January 2001   127   Drexel University
–President
(2010–Present)
  Federal Reserve
Bank of Philadelphia
(2020–Present)
FS Credit Real Estate Income
Trust, Inc. (2018–Present)
vTv Therapeutics Inc.
(2017–Present)
Community Health Systems
(2004–Present)
Drexel Morgan & Co.
(2015–2019)

50


Table of Contents

Name,
Address,
and Birth Date
      Position(s)
Held with
the Trust
      Length of Time
Served1
      Number of
Funds in Fund
Complex Overseen
by Trustee
      Principal
Occupation(s)
During the
Past Five Years
      Other
Directorships
Held by Trustee
During the
Past Five Years
                     
Joseph Harroz, Jr.
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
January 1967
  Trustee   Since November
 19985
  127   University of Oklahoma
–President
(2020–Present)
-Interim President
(2019–2020)
-Vice President and
Dean, College of Law
(2010–2019)
Brookhaven Investments
LLC (commercial
enterprises)
-Managing Member
(2019–Present)
St. Clair, LLC
(commercial enterprises)
-Managing Member
(2019–Present)
  OU Medicine, Inc.
(2020–Present)
Big 12 Athletic Conference
(2019-Present)
Valliance Bank
(2007–Present)
Ivy Funds Complex
(1998-2021)

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Table of Contents

Board of trustees / directors and officers addendum
Delaware Funds by Macquarie®

Name,
Address,
and Birth Date
      Position(s)
Held with
the Trust
      Length of Time
Served1
      Number of
Funds in Fund
Complex Overseen
by Trustee
      Principal
Occupation(s)
During the
Past Five Years
      Other
Directorships
Held by Trustee
During the
Past Five Years
                     
Sandra A.J. Lawrence
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
September 1957
  Trustee   Since April 20195   127   Children’s Mercy
Hospitals and Clinics
(2005–2019)
-Chief Administrative
Officer
(2016–2019)
  Brixmor Property Group Inc.
(2021-Present)
Sera Prognostics Inc.
(biotechnology) (2021-Present)
Recology (resource recovery)
(2021-Present)
Evergy, Inc., Kansas City Power
& Light Company, KCP&L
Greater Missouri Operations
Company, Westar Energy, Inc.
and Kansas Gas and Electric
Company (related utility
companies) (2018-Present)
National Association of Corporate
Directors (2017-Present)
Ivy Funds Complex (2019-2021)
American Shared Hospital
Services (medical device)
(2017-2021)
Westar Energy (utility)
(2004-2018)

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Table of Contents

Name,
Address,
and Birth Date
      Position(s)
Held with
the Trust
      Length of Time
Served1
      Number of
Funds in Fund
Complex Overseen
by Trustee
      Principal
Occupation(s)
During the
Past Five Years
      Other
Directorships
Held by Trustee
During the
Past Five Years
                     
Frances A.
Sevilla-Sacasa
100 Independence
610 Market Street
Philadelphia, PA 19106-2354
January 1956
  Trustee   Since September
 2011
  127   Banco Itaú International
-Chief Executive Officer
(2012–2016)
  Florida Chapter of National
Association of Corporate
Directors (2021-Present)
Callon Petroleum Company
(2019-Present)
Camden Property Trust
(2011-Present)
New Senior Investment
Group Inc. (2021)
Carrizo Oil & Gas, Inc.
(2018-2019)
                     
Thomas K. Whitford
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
March 1956
  Trustee   Since January 2013   127   PNC Financial Services
Group (1983–2013)
-Vice Chairman
(2009-2013)
  HSBC USA Inc.
(2014–2022)
HSBC North America
Holdings Inc.
(2013–2022)
HSBC Finance Corporation
(2013–2018)

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Board of trustees / directors and officers addendum
Delaware Funds by Macquarie®

Name,
Address,
and Birth Date
      Position(s)
Held with
the Trust
      Length of Time
Served1
      Number of
Funds in Fund
Complex Overseen
by Trustee
      Principal
Occupation(s)
During the
Past Five Years
      Other
Directorships
Held by Trustee
During the
Past Five Years
                     
Christianna Wood
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
August 1959
  Trustee   Since January 2019   127   Gore Creek
Capital, Ltd.
-Chief Executive Officer
and President
(2009–Present)
  The Merger Fund
(2013–2021),
The Merger Fund VL
(2013–2021),
WCM Alternatives: Event-Driven
Fund (2013–2021),
and WCM Alternatives: Credit
Event Fund (2017–2021)
Grange Insurance
(2013–Present)
H&R Block Corporation
(2008–Present)

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Name,
Address,
and Birth Date
      Position(s)
Held with
the Trust
      Length of Time
Served1
      Number of
Funds in Fund
Complex Overseen
by Trustee
      Principal
Occupation(s)
During the
Past Five Years
      Other
Directorships
Held by Trustee
During the
Past Five Years
                     
Janet L. Yeomans
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
July 1948
  Trustee   Since April 1999   127   3M Company
(1995-2012)
-Vice President and
Treasurer (2006–2012)
  Okabena Company (2009–2017)
                     
Officers                    
                     
                     
David F. Connor
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
December 1963
  Senior Vice President,
General Counsel, and
Secretary
  Senior Vice President,
since May 2013;
General Counsel
since May 2015;
Secretary since
October 2005
  127   David F. Connor has
served in various
capacities at different
times at Macquarie Asset
Management.
  None6
                     
Daniel V. Geatens
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
October 1972
  Senior Vice President
and Treasurer
  Senior Vice President
and Treasurer since
October 2007
  127   Daniel V. Geatens has
served in various
capacities at different
times at Macquarie Asset
Management.
  None6

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Table of Contents

Board of trustees / directors and officers addendum
Delaware Funds by Macquarie®

Name,
Address,
and Birth Date
      Position(s)
Held with
the Trust
      Length of Time
Served1
      Number of
Funds in Fund
Complex Overseen
by Trustee
      Principal
Occupation(s)
During the
Past Five Years
      Other
Directorships
Held by Trustee
During the
Past Five Years
                     
Richard Salus
100 Independence
610 Market Street
Philadelphia, PA
19106-2354
October 1963
  Senior Vice President
and Chief Financial
Officer
  Senior Vice President
and Chief Financial
Officer since
November 2006
  127   Richard Salus has
served in various
capacities at different
times at Macquarie Asset
Management.
  None

1  “Length of Time Served” refers to the time since the Trustee or officer began serving one or more of the Trusts in the Delaware Funds complex.
2 Shawn K. Lytle is considered to be an “Interested Trustee” because he is an executive officer of the Funds’ investment advisor.
3 Macquarie Asset Management is the marketing name for certain companies comprising the asset management division of Macquarie Group, including the Funds’ investment advisor, principal underwriter, and transfer agent.
4 Mr. Bennett retired from the Board effective December 31, 2022 and Mr. Whitford became Chair of the Board effective January 1, 2023.
5 Includes time served on the Board of Ivy Funds prior to the date when Ivy Funds joined the Delaware Funds complex.
6 David F. Connor serves as Senior Vice President and Secretary, and Daniel V. Geatens serves as Senior Vice President, Treasurer, and Chief Financial Officer, for the six portfolios of the Optimum Fund Trust, which have the same investment manager, principal underwriter, and transfer agent as the Funds. Mr. Geatens also serves as the Chief Financial Officer and Treasurer for Macquarie Global Infrastructure Total Return Fund Inc., which has the same investment manager as the Funds.

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

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Item 2. Code of Ethics

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

Item 3. Audit Committee Financial Expert

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

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

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

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

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

e.       An understanding of audit committee functions.

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

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

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

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

d.       Other relevant experience.

The registrant’s Board of Trustees has also determined that each member of the registrant’s Audit Committee is independent. In order to be “independent” for purposes of this item, the Audit Committee member may not: (i) other than in his or her capacity as a member of the Board of Trustees or any committee thereof, accept directly or indirectly any consulting,


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advisory or other compensatory fee from the issuer; or (ii) be an “interested person” of the registrant as defined in Section 2(a)(19) of the Investment Company Act of 1940.

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

H. Jeffrey Dobbs

Sandra Lawrence

Frances Sevilla-Sacasa, Chair

Item 4. Principal Accountant Fees and Services

(a) Audit fees.

The aggregate fees billed for services provided to the registrant by its independent auditors for the audit of the registrant’s annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $30,323 for the fiscal year ended November 30, 2022.

The aggregate fees billed for services provided to the registrant by its independent auditors for the audit of the registrant’s annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $27,819 for the fiscal year ended November 30, 2021.

(b) Audit-related fees.

The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under paragraph (a) of this Item were $0 for the fiscal year ended November 30, 2022.

The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the financial statements of the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $2,050,189 for the registrant’s fiscal year ended November 30, 2022. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These audit-related services were as follows: year-end audit procedures; group reporting and subsidiary statutory audits.

The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under paragraph (a) of this Item were $0 for the fiscal year ended November 30, 2021.

The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the financial statements of the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $1,134,001 for the registrant’s fiscal year ended November 30, 2021. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These audit-related services were as follows: year-end audit procedures; group reporting and subsidiary statutory audits.


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(c) Tax fees.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant were $4,671 for the fiscal year ended November 30, 2022. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These tax-related services were as follows: review of income tax returns and review of annual excise distribution calculations.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended November 30, 2022. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant were $4,365 for the fiscal year ended November 30, 2021. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These tax-related services were as follows: review of income tax returns and review of annual excise distribution calculations.

The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant’s investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended November 30, 2021. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

(d) All other fees.

The aggregate fees billed for all services provided by the independent auditors to the registrant other than those set forth in paragraphs (a), (b) and (c) of this Item were $0 for the fiscal year ended November 30, 2022.

The aggregate fees billed for all services other than those set forth in paragraphs (b) and (c) of this Item provided by the registrant’s independent auditors to the registrant’s adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended November 30, 2022. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

The aggregate fees billed for all services provided by the independent auditors to the registrant other than those set forth in paragraphs (a), (b) and (c) of this Item were $0 for the fiscal year ended November 30, 2021.

The aggregate fees billed for all services other than those set forth in paragraphs (b) and (c) of this Item provided by the registrant’s independent auditors to the registrant’s adviser and


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other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant’s fiscal year ended November 30, 2021. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%.

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

Service Range of Fees
Audit Services  
Statutory audits or financial audits for new Funds up to $50,000 per Fund
Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end Fund offerings, consents), and assistance in responding to SEC comment letters

 

up to $10,000 per Fund

Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit-related services” rather than “audit services”)

 

up to $25,000 in the aggregate

Audit-Related Services  
Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and /or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit services” rather than “audit-related services”)

 

up to $25,000 in the aggregate

Tax Services  
U.S. federal, state and local and international tax planning and advice (e.g., consulting on statutory, regulatory or administrative developments, evaluation of Funds’ tax compliance function, etc.)

 

up to $25,000 in the aggregate

U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.) up to $5,000 per Fund
Review of federal, state, local and international income, franchise and other tax returns up to $5,000 per Fund

Under the Pre-Approval Policy, the Audit Committee has also pre-approved the services set forth in the table below with respect to the registrant’s investment adviser and other entities controlling, controlled by or under common control with the investment adviser that provide ongoing services to the registrant (the “Control Affiliates”) up to the specified fee limit. This fee limit is based on aggregate fees to the investment adviser and its Control Affiliates.


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Service Range of Fees
Non-Audit Services  
Services associated with periodic reports and other documents filed with the SEC and assistance in responding to SEC comment letters up to $10,000 in the aggregate

The Pre-Approval Policy requires the registrant’s independent auditors to report to the Audit Committee at each of its regular meetings regarding all services initiated since the last such report was rendered, including those services authorized by the Pre-Approval Policy.

(f) Not applicable.

(g) The aggregate non-audit fees billed by the registrant’s independent auditors for services rendered to the registrant and to its investment adviser and other service providers under common control with the adviser were $9,044,000 and $9,044,000 for the registrant’s fiscal years ended November 30, 2022 and November 30, 2021, respectively.

(h) In connection with its selection of the independent auditors, the registrant’s Audit Committee has considered the independent auditors’ provision of non-audit services to the registrant’s investment adviser and other service providers under common control with the adviser that were not required to be pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X. The Audit Committee has determined that the independent auditors’ provision of these services is compatible with maintaining the auditors’ independence.

(i) Not applicable.

(j) Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a)       Included as part of report to shareholders filed under Item 1 of this Form N-CSR.

(b)       Divestment of securities in accordance with Section 13(c) of the Investment Company Act of 1940.

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.


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Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 11. Controls and Procedures

The registrant’s principal executive officer and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing of this report, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940 (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)) and provide reasonable assurance that the information required to be disclosed by the registrant in its reports or statements filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

There were no significant changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by the report to stockholders included herein that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not applicable.

Item 13. Exhibits

(a)(1) Code of Ethics

Not applicable.

(2) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2 under the Investment Company Act of 1940 are attached hereto as Exhibit 99.CERT.

(3) Written solicitations to purchase securities pursuant to Rule 23c-1 under the Securities Exchange Act of 1934.

Not applicable.

(b)Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are furnished herewith as Exhibit 99.906CERT.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf, by the undersigned, thereunto duly authorized.

DELAWARE GROUP® EQUITY FUNDS II

/s/SHAWN K. LYTLE    
By: Shawn K. Lytle  
Title:  President and Chief Executive Officer  
Date: February 3, 2023  
       

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/SHAWN K. LYTLE    
By: Shawn K. Lytle  
Title:  President and Chief Executive Officer  
Date: February 3, 2023  
       
/s/RICHARD SALUS    
By: Richard Salus  
Title:  Chief Financial Officer  
Date: February 3, 2023  


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-CSR’ Filing    Date    Other Filings
10/30/23
Filed on / Effective on:2/6/23
2/3/23
1/27/23
1/1/23
12/31/22
For Period end:11/30/22NPORT-P
10/31/22
6/1/22
3/31/22
12/31/21
11/30/21N-CEN,  N-CSR,  NPORT-P
9/17/21
5/26/21
4/1/21
12/1/20497,  497K
7/1/20
11/30/19N-CEN,  N-CSR
5/2/16485BPOS
11/30/1224F-2NT,  N-CSR,  NSAR-B,  NSAR-B/A
11/30/1124F-2NT,  N-CSR,  NSAR-B,  NSAR-B/A
9/1/05
5/1/02
9/15/98
5/2/94
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/18/24  Delaware Group Adviser Funds      N-14                  14:13M                                    Pietrzykowski Kris… R/FA
 1/18/24  Delaware Group Equity Funds II    N-14                  14:13M                                    Pietrzykowski Kris… R/FA
 1/18/24  Ivy Funds                         N-14                  14:13M                                    Pietrzykowski Kris… R/FA
 3/29/23  Delaware Group Equity Funds II    485BPOS     3/30/23   26:4.5M                                   Digital Publishi… Inc/FA
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