Exhibit No. EX-99.m.4







                                                                       EXHIBIT D

                                     CLASS R

                                DISTRIBUTION PLAN


     The following  Distribution  Plan (the "Plan") has been adopted pursuant to
Rule l2b-l under the Investment  Company Act of 1940, as amended (the "Act"), by
Delaware Group Equity Funds II (the "Trust"),  separately for each Series of the
Trust  identified  on Schedule I as amended from time to time (the  "Series") on
behalf of the R Class  shares of each such  Series  identified  on Schedule I as
amended from time to time (the "Class"),  which Trust, Series and Classes may do
business  under  these or such other names as the Board of Trustees of the Trust
may designate from time to time. The Plan has been approved by a majority of the
Board of Trustees,  including a majority of the Trustees who are not  interested
persons of the Trust and who have no direct or  indirect  financial  interest in
the operation of the Plan or in any agreements related thereto  ("non-interested
Trustees"), cast in person at a meeting called for the purpose of voting on such
Plan.  Such  approval  by the  Trustees  included  a  determination  that in the
exercise of reasonable business judgment and in light of their fiduciary duties,
there is a reasonable likelihood that the Plan will benefit each such Series and
shareholders of each such Class.

     The  Trust is a  business  trust  organized  under the laws of the State of
Delaware,  is authorized to issue different series and classes of securities and
is an open-end management  investment company registered under the Act. Delaware
Distributors, L.P. (the "Distributor") is the principal underwriter and national
distributor for the Series' shares,  including shares of the Class,  pursuant to
the  Distribution  Agreement  between the Distributor and the Trust on behalf of
each Series ("Distribution Agreement").

     The Plan provides that:

     l.  The  Trust  shall  pay to the  Distributor,  out  of  the  assets  of a
particular Class, a monthly fee not to exceed the fee rate set forth on Schedule
I for such Class as may be determined by the Trust's Board of Trustees from time
to time.  Such  monthly fee shall be reduced by the  aggregate  sums paid by the
Trust on behalf of the Series to persons other than broker-dealers (the "Service
Providers")  who may,  pursuant to servicing  agreements,  provide to the Series
services in the Series' marketing of shares of the Class.

     2.  (a) The  Distributor  shall  use the  monies  paid  to it  pursuant  to
paragraph l above to furnish, or cause or encourage others to furnish,  services
and  incentives  in  connection  with the  promotion,  offering  and sale of the
relevant Class shares and, where suitable and appropriate, the retention of such
Class shares by shareholders.

         (b) The Service  Providers  shall use the monies  paid  respectively to
them to  reimburse  themselves  for the  actual  costs  they  have  incurred  in
confirming  that their  customers  have received the Prospectus and Statement of
Additional  Information,  if  applicable,  and as a fee for (l)  assisting  such
customers in maintaining proper records with the Trust, (2) answering  questions
relating  to their  respective  accounts,  and (3)  aiding  in  maintaining  the
investment of their respective customers in the Class.

     3.  The Distributor  shall  report  to the Trust  at  least monthly on  the
amount  and the use of the  monies  paid  to it  under  the  Plan.  The  Service
Providers  shall  inform the Trust  monthly and in writing of the  amounts  each
claims under the Plan;  both the  Distributor  and the Service  Providers  shall
furnish the Board of Trustees  of the Trust with such other  information  as the
Board may reasonably request in connection with the payments made under the Plan
and the use thereof by the Distributor and the Service Providers,  respectively,
in order to enable the Board to make an informed


                                      D-1



     determination  of the amount of the Trust"  payments  with  respect to each
Class and whether the Plan should be continued with respect to each Class.

     4.  The officers of the Trust shall furnish to the Board of Trustees of the
Trust,  for their review,  on a quarterly basis, a written report of the amounts
expended  under the Plan with  respect to each Class and the  purposes for which
such expenditures were made.

     5.  This Plan shall take effect with respect to the R Class of a particular
Series as of the  effective  date set  forth on  Schedule  I (the  "Commencement
Date");  thereafter,  the Plan shall  continue in effect  with  respect to the R
Class of a  particular  Series  for a  period  of more  than  one year  from the
Commencement  Date only so long as such continuance is specifically  approved at
least  annually  by a vote of the Board of  Trustees  of the  Trust,  and of the
non-interested  Trustees,  cast in person at a meeting called for the purpose of
voting on such Plan.

     6.  (a) The  Plan may be  terminated  as to the R Class  of any  particular
Series at any time by vote of a majority  of the  non-interested  Trustees or by
vote of a majority of the outstanding voting securities of such Class.

         (b) The Plan may  not be  amended  as to the R Class of any  particular
Series to increase  materially the amount to be spent for distribution  pursuant
to paragraph l hereof without approval by the shareholders of such Class.

     7.  All  material  amendments  to  this  Plan  shall  be  approved  by  the
non-interested Trustees in the manner described in paragraph 5 above.

     8.  So long as the Plan is in effect, the selection  and  nomination of the
Trust's  non-interested  Trustees  shall be committed to the  discretion of such
non-interested Trustees.

     9.  The definitions contained in Sections  2(a)(19) and 2(a)(42) of the Act
shall govern the meaning of  "interested  person(s)"  and "vote of a majority of
the outstanding voting securities," respectively, for the purposes of this Plan.

     This  Plan  shall  take  effect on the  Commencement  Date,  as  previously
defined.


May 15, 2003


                                      D-2


                                   SCHEDULE I


     This Schedule to the Distribution  Agreement  between Delaware Group Equity
Funds II and Delaware  Distributors,  L.P.  entered into as of May 15, 2003 (the
"Agreement") lists the Series and Classes for which Delaware Distributors,  L.P.
provides distribution services pursuant to this Agreement,  along with the 12b-1
Plan rates,  if  applicable,  for each class and the date on which the Agreement
became effective for each Series.

-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                                                                    Portion    designated
                                                            Total  12b-1  Plan Fee  as  Service  Fee Rate
                                                            Rate  (per   annum  of  (per   annum  of  the
                                                            the  Series'   average  Series'       average
                                                            daily    net    assets  daily   net    assets
                                                            represented  by shares  represented        by
Series Name                             Class Names         of the Class)           shares of the Class)   Effective Date
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
Delaware Decatur Equity Income Fund    A Class                      .30%                                  April 19, 2001
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       B Class                     1.00%                   .25%           April 19, 2001
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       C Class                     1.00%                   .25%           April 19, 2001
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       R Class                      .60%                                  May 15, 2003
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       Institutional                                                      April 19, 2001
                                       Class
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
Delaware Diversified Income Fund       A Class                      .30%                                  April 19, 2001
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       B Class                     1.00%                   .25%           April 19, 2001
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       C Class                     1.00%                   .25%           April 19, 2001
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       R Class                      .60%                                  May 15, 2003
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       Institutional                                                      April 19, 2001
                                       Class
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
Delaware Growth and Income Fund        A Class                      .30%                                  April 19, 2001
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       B Class                     1.00%                   .25%           April 19, 2001
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       C Class                     1.00%                   .25%           April 19, 2001
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       R Class                      .60%                                  May 15, 2003
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       Institutional                                                      April 19, 2001
                                       Class
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
Delaware Social Awareness Fund         A Class                      .30%                                  April 19, 2001
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       B Class                     1.00%                   .25%           April 19, 2001
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       C Class                     1.00%                   .25%           April 19, 2001
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       R Class                      .60%                                  May 15, 2003
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------
                                       Institutional                                                      April 19, 2001
                                       Class
-------------------------------------- ------------------- ----------------------- ---------------------- ----------------

                                      I-1