Report of
Independent Registered Public Accounting Firm
To the Board of Trustees of Virtus ETF Trust II and
Shareholders of Virtus AlphaSimplex Managed Futures ETF, Virtus Duff &
Phelps Clean Energy ETF, Virtus KAR Mid-Cap ETF, Virtus Newfleet ABS/MBS ETF,
Virtus Newfleet Short Duration Core Plus Bond ETF, Virtus Newfleet Short
Duration High Yield Bond ETF, Virtus Seix AAA Private Credit CLO ETF, Virtus
Seix Senior Loan ETF, Virtus Stone Harbor Emerging Markets High Yield Bond ETF,
and Virtus Terranova U.S. Quality Momentum ETF.
Opinions on the Financial
Statements
We have audited the accompanying statements of
assets and liabilities, including the schedules of investments, of each of the
funds indicated in the table below (constituting Virtus ETF Trust II, hereafter
collectively referred to as the “Funds”) as of July 31, 2025, the related
statements of operations and of changes in net assets for each of the periods
indicated in the table below, including the related notes, and the financial
highlights for each of the periods indicated therein (collectively referred to
as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of each of the Funds
listed in the table below as of July 31, 2025, the results of each of their
operations and the changes in each of their net assets for each of the periods
indicated in the table below, and each of the financial highlights for each of
the periods indicated therein, in conformity with accounting principles
generally accepted in the United States of America.
|
|
Virtus AlphaSimplex Managed Futures
ETF(1)* |
|
Virtus Duff & Phelps Clean Energy
ETF(2) |
|
Virtus KAR Mid-Cap ETF(3) |
|
Virtus Newfleet ABS/MBS ETF(2) |
|
Virtus Newfleet Short Duration Core Plus Bond
ETF(4) |
|
Virtus Newfleet Short Duration High Yield
Bond ETF(2) |
|
Virtus Seix AAA Private Credit CLO
ETF(5) |
|
Virtus Seix Senior Loan ETF(2) |
|
Virtus Stone Harbor Emerging Markets High
Yield Bond ETF(2) |
|
Virtus Terranova U.S. Quality Momentum
ETF(2) |
(1)
Consolidated statement of operations for the year
ended July 31, 2025 and consolidated statement of changes in net assets for the
year ended July 31, 2025 and the period May 16, 2024 (commencement of
operations) through July 31,
2024.
(2)
Statement of operations for the year ended July 31,
2025 and statement of changes in net assets for each of the years ended July 31,
2025 and July 31, 2024.
(3)
Statement of operations and statement of changes in
net assets for the period October 15, 2024 (commencement of operations) through
July 31, 2025.
(4)
Statement of operations for the year ended July 31,
2025, and statement of changes in net assets for the year ended July 31, 2025
and the period November 15, 2023 (commencement of operations) through July
31, 2024.
(5)
Statement of operations and statement of changes in
net assets for the period December 2, 2024 (commencement of operations) through
July 31, 2025.
*The financial statements for Virtus AlphaSimplex
Managed Futures ETF are presented on a consolidated basis
Basis for
Opinions
These financial statements are the responsibility
of the Funds’ management. Our responsibility is to express an opinion on the
Funds’ 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 Funds 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 July 31, 2025 by
correspondence with the custodian, agent banks and brokers; when replies were
not received from agent banks or brokers, we performed other auditing
procedures. We believe that our audits provide a reasonable basis for
our opinions.
/s/PricewaterhouseCoopers LLP
Philadelphia,
Pennsylvania
September 25,
2025
We have served as the auditor of one or more
of the investment companies in the Virtus group of investment companies since at
least 1977. We have not been able to determine the specific year we began
serving as auditor.