EX-99.77B ACCT LTTR 2 e2auditreport.htm AUDITORS REPORT









Report of Independent Registered Public Accounting Firm


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

In planning and performing our audits of the financial statements of Delaware Value Fund and
Delaware Large Cap Value Fund (constituting Delaware Group Equity Funds II, hereafter referred to as
the "Trust") as of and for the year ended November 30, 2011, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we considered the Trust's internal control
over financial reporting, including controls over safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Trust's internal control over financial reporting.  Accordingly, we do not express an
opinion on the effectiveness of the Trust's internal control over financial reporting.

The management of the Trust is responsible for establishing and maintaining effective internal control
over financial reporting.  In fulfilling this responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of controls.  A company's internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.  A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations
of management and trustees of the company; and (3)  provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of a company's assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control
does not allow management or employees, in the normal course of performing their assigned functions,
to prevent or detect misstatements on a timely basis.  A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Trust's annual or interim financial statements will not be
prevented or detected on a timely basis.


Our consideration of the Trust's internal control over financial reporting was for the limited purpose
described in the first paragraph and would not necessarily disclose all deficiencies in internal control
over financial reporting that might be material weaknesses under standards established by the Public
Company Accounting Oversight Board (United States).  However, we noted no deficiencies in the
Trust's internal control over financial reporting and its operation, including controls over safeguarding
securities, that we consider to be material weaknesses as defined above as of November 30, 2011.

This report is intended solely for the information and use of management and the Board of Trustees of
Delaware Group Equity Funds II and the Securities and Exchange Commission and is not intended to
be and should not be used by anyone other than these specified parties.



PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
January 23, 2012



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