SecProbe.io

CORRESP
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filename1.htm

    Paul J. Delligatti

    202.346.4309

    pdelligatti@goodwinlaw.com

    Goodwin Procter LLP

    1900 N Street, N.W.

    Washington, D.C. 20036

    T: 202.346.4000

    F: 202.346.4444

    goodwinlaw.com

December 29, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

Attn: Ms. Lauren Hamilton

 Re: Virtus Opportunities Trust (the “Registrant”)

Response to Staff Comments on Form N-14 –
Registration Statement under the Securities Act of 1933

File No. 0001104659-21-143538

Dear Ms. Hamilton:

On behalf of the Registrant, we are submitting
this letter in response to the oral comments provided by the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) during a telephone conversation on December 16, 2021 regarding the Form N-14 prospectus/proxy statement
(the “Registration Statement”) referenced above. A preliminary Registration Statement was submitted to the SEC on November
24, 2021. Any changes made in response to the Staff’s comments will be reflected in the definitive Registration
Statement.

A summary of the Staff’s comments, along
with the Registrant’s responses, is set forth below. Undefined capitalized terms used in this correspondence have the same meaning
as in the Registration Statement.

1.
Comment: Please explain supplementally the status of Stone Harbor Emerging Markets Debt Blend Fund (the “Blend
Fund”). Per financial statements dated May 31, 2021, the Fund had not yet commenced operations as of that reporting period.
The Staff observed that the Blend Fund was referenced in the Acquired Funds’ prospectus dated September 30, 2021.

Response: The Blend Fund has not
commenced operations and will not be reorganized into any Acquiring Fund. Prior to, or shortly after, the Reorganizations, it is anticipated
that the Blend Fund will be terminated.

Ms. Hamilton

December 29, 2021

Page 2

2.
Comment: Please review the “Annual Fund Operating Expenses” table for the Emerging Markets Debt Fund and
confirm that the total expense ratio of the Acquiring Fund is expected to be the same as that of the Acquired Fund. If this is not the
case, please update the expense information included in the table.

Response: The information included
in the “Annual Fund Operating Expenses” table has been updated.

3.
Comment: In the Question and Answer (“Q&A”) section and other applicable instances in the Registration
Statement, please compare the sales loads, contingent deferred sales charges, commissions, redemption fees and other transaction fees
(collectively, “Transaction Fees”) charged with respect to Class A shares of the Acquiring Funds to the Transaction
Fees charged with respect to Distributor Class shares of the Acquired Funds.

Response: The Registration Statement
includes information regarding the applicable Transaction Fees charged with respect to Class A shares of the Acquiring Funds and also
discloses that no such Transaction Fees will be imposed in connection with the Reorganizations. The Registration Statement has been updated
to reflect the fact that no Transaction Fees are currently charged with respect to Distributor Class shares of the Acquired Funds. The
Registration Statement also explains that there are no outside shareholders of Distributor Class shares of the Acquired Funds.

4.
Comment: Please confirm that the disclosure required by Rule 6-11 of Regulation S-X has been included in the Registration
Statement. Please update the Registration Statement, particularly the Statement of Additional Information, to include, among other aspects
of Rule 6-11, the “Supplemental financial information” required by Section (d) of such Rule and, as applicable, include appropriate
disclosure regarding the impact of the material difference in the valuation procedures of the Acquiring Funds versus those of the Acquired
Funds relating to fixed income securities.

Response: The Registration Statement
has been updated to include this information. As noted in the updated Registration Statement, it is not anticipated that any Reorganization
will result in a material change in an Acquired Fund’s investment portfolio. This disclosure and other pertinent information responsive
to Rule 6-11 has been included in the Registration Statement.

5.
Comment: In the “Annual Fund Operating Expenses” table for the Corporate Debt Fund, please include pro
forma operating expenses of the Acquiring Fund.

Response: The Registration Statement
has been updated accordingly.

6.
Comment: In a footnote to the “Annual Fund Operating Expenses” table for Emerging Markets Corporate Debt
Fund, it indicates that the borrowing costs are 1 basis point (i.e., 0.01% of the Fund’s average net assets). The Staff requests
that the Registrant review this information and confirm.

Ms. Hamilton

December 29, 2021

Page 3

Response: The Registrant confirms
the borrowing costs included in the Registration Statement. The Financial Highlights table dated May 31, 2021 and the information included
in the Acquired Funds’ prospectus dated September 30, 2021 are consistent with this disclosure. For the Staff’s convenience,
the aforementioned Financial Highlights and prospectus disclosure follow:

Ms. Hamilton

December 29, 2021

Page 4

7.
Comment: The “Annual Fund Operating Expenses” tables for each of the Funds include a footnote that describes
the expense limitation arrangements that are anticipated to be in place for the Acquiring Funds following the Reorganizations. The Staff
requests that the Registrant review this disclosure and confirm that such footnotes are consistent with similar footnotes to be included
in the Acquiring Funds’ registration statement filed pursuant to Rule 485 under the Securities Act of 1933 ( the “1933
Act”).

Ms. Hamilton

December 29, 2021

Page 5

Response: The Registrant confirms
that, subject to certain revisions requested by Ms. Anu Dubey of the Staff pursuant to a set of comments to the Registration Statement
(such comments were conveyed telephonically on December 10, 2021 and are addressed in a separate correspondence dated December 29, 2021
from Paul Delligatti of Goodwin Procter LLP), the applicable footnotes to the “Annual Fund Operating Expenses” tables are
accurate as presented in the Registration Statement. With respect to the Acquiring Funds’ registration statement filed pursuant
to Rule 485 under the 1933 Act (for purposes of this response, the “Prospectus”), the Registrant believes that the
applicable footnotes substantively align with the Registration Statement’s disclosure regarding the expense limitation arrangements,
other than with respect to certain differences associated with the nature of the Registration Statement versus that of the Prospectus
(i.e., the Registration Statement discloses arrangements that will be in place in the future upon the closing of a Reorganization).
With that as context, the Registrant confirms that it will review and, as necessary, reconcile any differences, including the applicable
amount of any expense limitations, prior to filing the definitive Prospectus.

8.
Comment: Under the “Reorganization of Stone Harbor Local Markets Fund into Virtus Stone Harbor Local Markets Fund”
section of the Registration Statement, please review the one-year hypothetical expense calculation for Class A shares of the Acquiring
Fund.

Response: The Registrant has reviewed
and revised the calculation.

9.
Comment: In the “Purchases and Sales of Acquired Fund and Acquiring Fund Shares” section of the Registration
Statement, please disclose the fact that Transaction Fees (defined above in Comment 3) may result in higher fees associated with subsequent
purchases of Class A shares.

Response: See response to Comment
3 above.

10.
Comment: In the “Tax Status of the Reorganizations” section of the Registration Statement, please (i) include
disclosure about the potential loss or limitations with respect to capital loss carry forwards of the Acquired
Funds as a result of the Reorganizations; and (ii) disclose the cash amount of capital loss carry forwards as of the most recent fiscal
year end of the Acquired Funds.

Response (i): The Registration Statement
includes disclosure indicating that a Reorganization will generally not affect an Acquiring Fund’s ability to carry forward capital
losses of the corresponding Acquired Fund. As such, other than certain clarifying changes, the Registration Statement has not been updated
to address Comment 10(i).

Response (ii): The Registration Statement
has been updated to include the amounts of applicable capital loss carry forwards.

11.
Comment: Under the “Capitalization and Ownership of Fund Shares” section of the Registration Statement,
please (i) show the adjustments resulting from the difference between the valuation procedures of the Acquiring Funds with respect to
fixed income securities and those of the valuation procedures of the Acquired Funds; and (ii) include information as of a date within
thirty (30) days of the filing of the definitive Registration Statement.

Ms. Hamilton

December 29, 2021

Page 6

Response: The requested change has
been made. Information has been provided as of November 30, 2021. The revised tables are below:

Stone Harbor Emerging Markets Corporate
Debt Fund (Acquired Fund) into Virtus Stone Harbor Emerging Markets Corporate Debt Fund (Acquiring Fund)

    Acquired Fund
    Adjustments(a)
    Acquiring Fund

    Net Assets (in 000s)

    Institutional Class
      7,115
      (7,115 )
      -

    Class I
      -
      7,084
      7,084

    Total Net Assets
      7,115
      (31 )
      7,084

    Net Asset Value Per Share

    Institutional Class
      9.00
      (9.00 )
      -

    Class I
      -
      8.96
      8.96

    Shares Outstanding (in 000s)

    Institutional Class
      790
      (790 )
      -

    Class I
      -
      790
      790

    Total Shares Outstanding
      790
      -
      790

Stone Harbor Emerging Markets Debt
Allocation Fund (Acquired Fund) into Virtus Stone Harbor Emerging Markets Debt Allocation Fund (Acquiring Fund)

    Acquired Fund
    Adjustments(a)
    Acquiring Fund

    Net Assets (in 000s)

    Institutional Class
      17,550
      (17,550 )
      -

    Class I
      -
      17,475
      17,475

    Total Net Assets
      17,550
      (75 )
      17,475

    Net Asset Value Per Share

    Institutional Class
      8.85
      (8.85 )
      -

    Class I
      -
      8.81
      8.81

    Shares Outstanding (in 000s)

    Institutional Class
      1,984
      (1,984 )
      -

    Class I
      -
      1,984
      1,984

    Total Shares Outstanding
      1,984
      -
      1,984

Stone Harbor Emerging Markets Debt
Fund (Acquired Fund) into Virtus Stone Harbor Emerging Markets Debt Fund (Acquiring Fund)

    Acquired Fund
    Adjustments(a)
    Acquiring Fund

    Net Assets (in 000s)

    Institutional Class
      1,353,610
      (1,353,610 )
      -

    Class I
      -
      1,346,436
      1,346,436

    Total Net Assets
      1,353,610
      (7,174 )
      1,346,436

    Net Asset Value Per Share

    Institutional Class
      9.34
      (9.34 )
      -

    Class I
      -
      9.29
      9.29

    Shares Outstanding (in 000s)

    Institutional Class
      144,972
      (144,972 )
      -

    Class I
      -
      144,972
      144,972

    Total Shares Outstanding
      144,972
      -
      144,972

Ms. Hamilton

December 29, 2021

Page 7

Stone Harbor High Yield Bond Fund
(Acquired Fund) into Virtus Stone Harbor High Yield Bond Fund (Acquiring Fund)

    Acquired Fund
    Adjustments
    Acquiring Fund

    Net Assets (in 000s)

    Institutional Class
      104,818
      (104,818 )
      -

    Class I
      -
      104,598
      106,598

    Total Net Assets
      104,818
      (220 )
      104,598

    Net Asset Value Per Share

    Institutional Class
      8.01
      (8.01 )
      -

    Class I
      -
      7.99
      7.99

    Shares Outstanding (in 000s)

    Institutional Class
      13,086
      (13,086 )
      -

    Class I
      -
      13,086
      13,086

    Total Shares Outstanding
      13,086
      -
      13,086

Stone Harbor Local Markets Fund (Acquired
Fund) into Virtus Stone Harbor Local Markets Fund (Acquiring Fund)

    Acquired Fund
    Adjustments(a)
    Acquiring Fund

    Net Assets (in 000s)

    Institutional Class
      95,111
      (95,111 )
      -

    Class I
      -
      94,797
      94,797

    Total Net Assets
      95,111
      (314 )
      94,797

    Net Asset Value Per Share

    Institutional Class
      8.38
      (8.38 )
      -

    Class I
      -
      8.35
      8.35

    Shares Outstanding (in 000s)

    Institutional Class
      11,350
      (11,350 )
      -

    Class I
      -
      11,350
      11,350

    Total Shares Outstanding
      11,350
      -
      11,350

Ms. Hamilton

December 29, 2021

Page 8

Stone Harbor Strategic Income Fund
(Acquired Fund) into Virtus Stone Harbor Strategic Income Fund (Acquiring Fund)

    Acquired Fund
    Adjustments(a)
    Acquiring Fund

    Net Assets (in 000s)

    Institutional Class
      31,307
      (31,307 )
      -

    Class I
      -
      31,226
      31,226

    Total Net Assets
      31,307
      (81 )
      31,226

    Net Asset Value Per Share

    Institutional Class
      9.43
      (9.43 )
      -

    Class I
      -
      9.41
      9.41

    Shares Outstanding (in 000s)

    Institutional Class
      3,320
      (3,320 )
      -

    Class I
      -
      3,320
      3,320

    Total Shares Outstanding
      3,320
      -
      3,320

12.
Comment: Add hyperlinks in the “Where to Get More Information” section of the Registration Statement.

Response: The Registration Statement
has been updated to include such hyperlinks.

*           *           *

We believe that the foregoing has been responsive
to the Staff’s comments. Please call the undersigned at (202) 346-4309 if you wish to discuss this correspondence further.

    Sincerely,

    /s/ Paul J. Delligatti

    Paul J. Delligatti

    cc:
    Rachel Greer, Stone Harbor Investment Partners LP

    Adam Shapiro, Stone Harbor Investment Partners
    LP

    Wendy Hills, Virtus Investment Partners, Inc.

    Holly van den Toorn, Virtus Investment Partners,
    Inc.