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CORRESP
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    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. Anu Dubey, Esq.

 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. Dubey:

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 10, 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 below have the same meaning as in the Registration
Statement.

1.
Comment: In the shareholder letter that accompanies the Registration Statement, please add a chart showing the classes
of each Acquiring Fund that will receive the assets and liabilities of the corresponding classes of each Acquired Fund.

Response: The Registration Statement
has been updated to address this comment.

2.
Comment: In the shareholder letter and other applicable instances in the Registration Statement that compare the expenses
of an Acquired Fund to those of its corresponding Acquiring Fund, please: (i) either disclose comparative information with respect to
total expense ratios without regard to waiver / reimbursement arrangements or disclose both comparative total expense ratios without
regard to waivers / reimbursement arrangements and comparative “net” total expense ratios (clarifying that “net”
refers to a Fund’s total expense ratio after applicable wavier / reimbursement arrangements); and (ii) add “after waivers
or reimbursements” to explain that any references to “net” expenses is reflect of any such arrangements.

Ms. Dubey

December 29, 2021

Page 2

Response: The Registration Statement
has been updated to address this comment.

3.
Comment: In the shareholder letter and other applicable instances in the Registration Statement, to the extent that
a Reorganization will result in an increase in total operating expenses without regard to waiver / reimbursement arrangements for any
Acquired Fund (or share class thereof), please disclose this fact.

Response: The requested changes have
been made, and disclosure has been added to indicate that total expense are anticipated to increase for the Emerging Markets Debt Fund
and for Class I of Local Markets Fund. As disclosed in the Registration Statement and discussed with the Staff, pursuant to applicable
expense limitation arrangements, net expenses (i.e., after waivers / reimbursement arrangements) for the Acquired Funds will not increase
for a period of at least two years.

4.
Comment: In the Question & Answer (“Q&A”) section and other applicable instances in the Registration
Statement, please clarify disclosure as to what it means to “become a Virtus entity.”

Response: The requested change has
been made, and the following disclosure has been added:

Effective with the Acquisition, Stone Harbor will become
a Virtus affiliate but will retain autonomy over its investment process, which will not change as a result of the
Acquisition.

5.
Comment: In the Q&A and other applicable instances in the Registration Statement, please include additional disclosure
in support of the following asserted benefit to Acquired Fund shareholders: “the ability to spread fixed costs over a larger combined
asset base of Virtus Funds.” Specifically, please disclose the reasons why the Reorganizations may result in a larger asset base.

Response: The referenced language
has been updated to reflect the Staff’s comment. Virtus has a larger distribution team and channels, whereas Stone Harbor focuses
more on international and institutional distribution efforts. In addition, the Acquiring Funds will be part of a broader family of funds
with greater combined scale.

Ms. Dubey

December 29, 2021

Page 3

6.
Comment: With respect to the following Q&A, “Will there be any changes to the options or services associated
with my shareholder account as a result of the Reorganization?”, and other applicable instances in the Registration Statement, disclose
how the below-excerpted language compares to the corresponding share class of the Acquired Fund.

(1) investors who purchase Class A shares of the Acquiring
Funds outside of the Reorganizations will pay a sales charge at the time of purchase equal to 3.75% of the offering price (3.90% of the
amount invested)

(2) In addition, Class A shares are generally not subject
to any charges by the Acquiring Funds when redeemed, but a contingent deferred sales charge (“CDSC”) in an amount equal to
1.00% may be imposed on certain redemptions of purchases of $1,000,000 or more of Class A shares within 18 months of a finder’s
fee being paid on such shares.

Response: Disclosure has been added.
For both (1) and (2), the following clarification has been added:

Existing Distributor Class shares of the Acquired Funds
do not have a sales load, CDSC, commissions, redemption fees or other transaction fees (collectively, “Transaction Fees”).
To the extent applicable, any investors in the Distributor Class prior to the Reorganizations would not be subject to the Transaction
Fees of Class A shares.

7.
Comment: In the Q&A, disclose the estimated “one-time negative impact” associated with the Reorganization
for each Acquired Fund on a per-share basis.

Response: The requested disclosure
has been included in the Q&A. In other sections of the Registration Statement that discuss this matter, disclosure has been added
directing shareholders to the Q&A section.

8.
Comment: Add hyperlinks to the documents incorporated by reference.

Response: The Registration Statement
has been updated to address this comment.

9.
Comment: In the Q&A and other applicable instances in the Registration Statement, disclose VAIA’s ability
to recover (recoup) fees and expenses waived and/or reimbursed by Stone Harbor prior to the Reorganizations under the existing Expense
Limitation Agreement for the Acquired Funds. Please explain why it is appropriate for VAIA to be able to recover fees and expenses from
the Acquiring Funds that were waived and/or reimbursed prior to the Reorganizations. The Staff has taken the position that new adviser’s
should generally not be able to recover fees and expenses waived and/or reimbursed by a previous adviser. Please also consider the extent
to which any such future reimbursements by the Funds would be consistent with Section 15(f) of the Investment Company Act of 1940.

Response: Subject to the provisions
of the Expense Limitation Agreement with the Acquiring Funds, VAIA will have the right to recover (recoup) fees and expenses waived and/or
reimbursed prior to the Reorganizations under the existing Expense Limitation Agreement for the Acquired Funds. Disclosure has been added
to the Registration Statement in this regard. The Acquiring Funds are “shell funds” that are being formed to acquire all of
the assets and liabilities of the Acquired Funds. In this connection, the Acquiring Funds acquire contingent liabilities, such as the
obligation to repay any previously waived and/or reimbursed fees and expenses that would have been payable by the Acquired Funds under
the existing Expense Limitation Agreement. Any such repayments by the Acquiring Funds will be subject to the Expense Limitation Agreement,
as well as approval by the Board of Trustees of the Acquiring Funds. The Registrant also notes that the current investment adviser to
the Acquired Funds will (i) be the sub-adviser to the Acquiring Funds and (ii) be an affiliate of VAIA by virtue of the closing of the
Acquisition. Finally, to the extent that any such recoupment rights are exercised in the future, the Registrant will consider the application
of Section 15(f) and the extent to which such repayments relate to the “unfair burden” requirement of the Section 15(f) safe
harbor.

Ms. Dubey

December 29, 2021

Page 4

10.
Comment: Exhibit D to the Registration Statement discloses additional information about the Acquiring Funds. In the
Registration Statement section, “Comparison of Acquired Funds and Acquiring Funds – All Reorganizations,” please revise
or delete the disclosure indicating that Exhibit D includes additional information regarding each Acquiring Fund’s principal
investment strategies as such disclosure is included elsewhere in the Registration Statement.

Response: The Registration Statement
has been updated to address this comment.

11.
Comment: Modify the format of the “Annual Fund Operating Expenses” tables to show each Acquired Fund’s
fees on a per class basis side-by-side with fees of the corresponding Acquiring Fund on a per class basis.

Response: The Registration Statement
has been updated to address this comment.

12.
Comment: In a footnote to each “Annual Fund Operating Expenses” table, to the extent applicable, please
disclose VAIA’s ability to recover (recoup) from an Acquiring Fund fees and expenses previously waived and/or reimbursed by Stone
Harbor under the existing Expense Limitation Agreement with an Acquired Fund prior to a Reorganization.

Response: Disclosure has been added
to the Registration Statement in this regard.

13.
Comment: In a footnote to each “Annual Fund Operating Expenses” table, please disclose the parties that
have the ability to terminate the expense limitation agreement during the initial two year period.

Response: The requested change has
been made, and the following disclosure has been added:

The expense limitation agreement is terminable
by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

14.
Comment: To the extent that a Fund has a policy to invest 80% of its net assets (plus any borrowings made for investment
purposes) in certain types of investments, please confirm that such Fund will value any derivatives positions based on the market value
of such derivative instruments and not their notional value. By way of example, the Emerging Markets Corporate Debt Fund has a principal
investment strategy to invest 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Corporate Debt
Investments.

Ms. Dubey

December 29, 2021

Page 5

Response: It is hereby confirmed.

15.
Comment: To the extent that the Emerging Markets Corporate Debt Fund’s principal investment strategies include
writing credit default swaps, please specify and include disclosure regarding the risks associated with writing credit default swaps as
opposed to buying credit default swaps.

Response: Certain Funds, including
the Emerging Markets Corporate Debt Fund, may write and/or buy credit default swaps. However, such investments do not constitute a material
part of the investment strategy for any Fund. Given that credit default swaps are not intended to be a principal strategy, Registrant
believes there is no need to add a principal risk factor.

16.
Comment: To the extent that a Fund’s principal investment strategies include contingent convertibles (also known
as, “CoCos”), please include a corresponding principal risk regarding investments in CoCos.

Response: The Registrant confirms
that none of the Funds have a principal investment strategy of investing in CoCos. Accordingly, the Registrant has not included any principal
risk disclosure regarding CoCos in the Registration Statement.

17.
Comment: To the extent that a Fund’s principal investment strategies include “covenant lite” loans,
please include a corresponding principal risk regarding covenant lite loans.

Response: The Registrant confirms that none
of the Funds have a principal investment strategy of investing in covenant lite loans. Accordingly, the Registrant has not included any
principal risk disclosure regarding covenant lite loans in the Registration Statement.

18.
Comment: For Emerging Markets Debt Allocation and Strategic Income Fund, disclose that the Fund will consider holdings
of the underlying Funds in which it invests when determining compliance with the 80% policy.

Response: Confirmed; the requested
disclosure has been added.

19.
Comment: For Emerging Markets Debt Allocation Fund and for Emerging Markets Debt Fund, disclose that derivatives included
in the 80% bucket are those that have economic characteristics of emerging markets fixed income securities.

Response: Confirmed; the requested
disclosure has been added.

20.
Comment: For Emerging Markets Debt Allocation Emerging Markets Debt Fund and Local Markets Fund, delete language stating
that a derivative whose performance is linked to emerging markets countries, currencies, markets economies or ability to repay loans is
included in 80% bucket. Derivatives included in the 80% bucket must be “economically tied” to emerging market countries.

Ms. Dubey

December 29, 2021

Page 6

Response: The Registrant believes
the current disclosure is aligned with the Staff’s comment. Any derivative that would count towards the 80% commitment would be
tied economically (i.e., by performance) to an emerging markets country, an emerging markets currency, an emerging markets economy
or an emerging markets issuer’s ability to repay loans. As a practical matter, the derivatives that would fall under this category
would be single name credit default swaps.

21.
Comment: Please disclose the amount invested in each of the underlying funds as of a recent date for Emerging Markets
Debt Allocation Fund.

Response: As of October 31, 2021,
the Emerging Markets Debt Allocation Fund invested approximately 49% of its assets in the Emerging Markets Debt Fund and approximately
51% of its assets in the Local Markets Fund. While the Registrant appreciates the Staff’s comment, since this allocation corresponds
closely to the disclosure that is in the Registration Statement, Registrant has determined not to include this information in the principal
investment strategies of the Fund.

22.
Comment: To the extent that a Fund had a portfolio turnover rate in excess of 100%, please disclose the risks of frequent
trading as a principal risk for such Fund.

Response: The requested disclosure
has been added for the applicable Funds.

23.
Comment: The principal investment strategies for the High Yield Bond Fund include a commitment to invest 80% of the
Fund’s net assets (plus any borrowings made for investment purposes) in High Yield Debt Securities. The principal investment strategies
also including the following:

These types of securities and instruments are commonly
referred to as “high yield” securities or “junk bonds” and may include, among other things, bonds, debentures,
notes, equipment trust certificates, commercial paper, commercial loans, preferred stock and other obligations of U.S. and non-U.S. issuers.

Revise the disclosure as follows: (1) include the word “debt”
before “securities and instruments”; and (2) delete the reference to “preferred stock.” In addition, if the investments
in non-U.S. issuers includes investments in debt issued by companies in emerging markets to a degree that would render such investments
as principal investment strategies, please so disclose.

Response: The Registrant has included
the word “debt” before “securities and instruments” and deleted the reference to “preferred stock.”
The Registrant confirms that the Fund does not intend to invest in deb