SecProbe.io

CORRESP
1
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

April 4, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Anu Dubey

 Re: Virtus Opportunities Trust (the “Registrant”)

Registration Nos. 033-65137; 811-07455

Dear Ms. Dubey:

On behalf of the Registrant,
we are submitting this letter (the “Letter”) in response to the oral comments provided by the staff (the “Staff”)
of the Division of Investment Management of the Securities and Exchange Commission (the “SEC”) during a telephone conversation
on January 5, 2022 in connection with the Registrant’s Post-Effective Amendment No. 122 under the Securities Act of 1933, as amended
(the “1933 Act”), and Amendment No. 123 under the Investment Company Act of 1940, as amended (the “1940 Act”),
which were filed with the SEC pursuant to Rule 485(a) under the 1933 Act on Form N-1A on December 6, 2021 (the “Registration
Statement”) for the purpose of registering six new series of the Registrant: Virtus Stone Harbor Emerging Markets Corporate
Debt Fund, Virtus Stone Harbor Emerging Markets Debt Fund, Virtus Stone Harbor Emerging Markets Debt Allocation Fund, Virtus Stone Harbor
High Yield Bond Fund, Virtus Stone Harbor Local Markets Fund, and Virtus Stone Harbor Strategic Income Fund (each, a “Fund”
and collectively, the “Funds”).

The Registrant understands
that you would like the comments provided by the Staff to us by telephone on December 10, 2021 (the “Disclosure Letter”)
and on December 16, 2021 (the “Accounting Letter”) regarding the Form N-14 prospectus/proxy statement relating to the
Funds (the “N-14”) to also be applied to the Registration Statement, as applicable. In this regard, comment numbers
12-23 and 27-32 of the Disclosure Letter and comment numbers 6-8 of the Accounting Letter, and the respective responses to such comments,
are hereby incorporated by reference into this Letter. For your convenience, the Disclosure Letter is attached as Appendix A, and the
Accounting Letter is attached as Appendix B.

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. Reference to an “Item” in a response is a reference to an Item of Form N-1A.

    Ms. Dubey

April 4, 2022

Page 2

1.
 Comment: Please confirm to the Staff that no shares will be sold pursuant to this Registration Statement until the
reorganizations contemplated in the N-14 are effective.

Response: We
hereby confirm that aside from the purchase and redemption of a single share in each Fund or class by the initial shareholder to approve
those items implied but not explicitly approved by shareholders, we will not sell shares until the reorganizations contemplated in the
N-14 are effective.

Comments
to the Prospectus:

2.
Comment: In the “Fees and Expenses” section with respect to each applicable Fund, remove the footnote to
the fee table regarding borrowing costs as such footnote is not required by Item 3 of Form N-1A.

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

3.
Comment: For the “Bank Loan Risk” under the “Principal Risks” section, if discontinuation of
LIBOR is a principal risk for any Fund, please disclose.

Response: The
Registrant does not believe that the discontinuance of LIBOR is a principal risk for any Fund. However, the Registrant believes that such
disclosure is important to shareholders. As such, “LIBOR Risk” continues to be included in the Item 9 disclosures.

4.
Comment: To the extent that Virtus Stone Harbor Emerging Markets Debt Fund can invest in various types of emerging markets
debt, explain to the Staff why the benchmark index selected is an appropriate broad-based market index for the Fund.

Response: The
Registrant notes that, once effective, the Virtus Stone Harbor Emerging Markets Debt Fund will be actively managed and will not seek to
track the composition of a benchmark index. As a result, it is expected that the Fund will invest in securities that are not in the applicable
index. The Registrant believes that the JPMorgan EMBI Global Diversified Benchmark most closely reflects the broad universe of the Fund’s
strategy with robust liquidity inclusion criteria.

5.
   Comment: In the “Principal Investment Strategies” section of the Virtus Stone Harbor Emerging Markets Debt
Allocation Fund, change the references to “Emerging Markets Investments” in the 80% policy to be “Emerging Markets
Debt Investments” in light of the word “debt” in the Fund’s name.

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

6.
Comment: In the “Performance Information” section for the Virtus Stone Harbor Emerging Markets Debt Allocation
Fund, please explain why a government bond index that includes sovereign and quasi-sovereign debt is an appropriate broad-based market
index for the Fund, which appears to invest more broadly through its underlying funds.

    Ms. Dubey

April 4, 2022

Page 3

Response: The
Registrant notes that Form N-1A requires a single broad-based index to be identified as the benchmark for an open-end registered management
investment company. Further, an additional (or secondary) benchmark(s) can be identified, including a benchmark that is a blend of two
or more indices. In this case, the prospectus discloses a single broad-based index as well as two additional indices, one of which is
the blended benchmark (50% JPMorgan EMBI Global Diversified Index / 50% JPMorgan GBI-EM Global Diversified Index). The Registrant believes
that, in light of the expected investment portfolio of the Fund, the blended benchmark provides an appropriate performance comparison
metric for shareholders.

7.
Comment: In the “Performance Information” section for the Virtus Stone Harbor High Yield Bond Fund, the
Staff notes that the Fund’s 80% policy is to invest in high yield debt of U.S. and non-U.S. issuers. Please explain to the Staff
why a U.S. high yield index is an appropriate broad-based index for the Fund.

Response: The
Registrant notes that the Fund is actively managed and will not seek to track the composition of a benchmark index. As a result, it is
expected that the Fund will invest in securities that are not in the applicable index. Historically, the Predecessor Fund’s exposure
to debt issued by U.S. issuers has been greater than 90%. The Fund’s listed index, ICE BofA U.S. High Yield Constrained Index also
has exposure to non-U.S. issuers. As of 12/31/2021, approximately 92% of the Fund’s assets were allocated to U.S. issuers versus
88% for the index.

8.
Comment: In the “Performance Information” section for the Virtus Stone Harbor Strategic Income Fund, please
explain to the Staff why an investment grade index is an appropriate broad-based index since the Fund can invest without limit in junk
bonds.

Response: The
Registrant believes the Bloomberg Global Credit Index is an appropriate broad-based index for the Fund because it includes exposure to
investment grade, high yield and emerging markets bonds, which encompass the universe in which the Fund invests. As of a recent date,
the index has approximately 11.5% exposure to high yield bonds and 15.8% exposure to emerging markets bonds, with the balance in investment
grade bonds. Over time, the Fund’s allocations to high yield bonds remain at moderate levels. Although it is true that the Fund
could invest in high yield bonds without limitation, it is not anticipated that the Fund’s allocation to high yield bonds will meaningfully
exceed that of the benchmark index exposure noted above. This expectation is supported by its historical allocation to high yield bonds.
The Fund’s portfolio managers continue to believe that the Bloomberg Global Credit Index is an appropriate broad-based index for
the Fund.

9.
Comment: In an appropriate location in the prospectus, disclose that the Declaration of Trust requires actions to be
brought exclusively in federal or state court in Delaware and disclose related risks (i.e., the fact that it might be an inconvenient
or unfavorable forum).

Response: The
Registrant notes that such disclosure already exists in the Funds’ statement of additional information (“SAI”).
See the fourth paragraph under “GENERAL INFORMATION AND HISTORY” - “Capital Stock and Organization of the Trust”
section of the SAI.

    Ms. Dubey

April 4, 2022

Page 4

10.
 Comment: Update all fee tables and other financial information where bracketed.

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

11.
Comment: In the “Principal Investment Strategies” section for each Fund, disclose the process to determine
an “ESG score,” including whether a proprietary or third party scoring provider is used. If a Fund primarily relies on a third
party scoring provider, please identify such third party provider and briefly describe a provider’s ESG criteria.

Response: The
Registrant notes that no Fund has as its investment objective or principal investment strategies a focus on ESG investing. Rather, for
all Funds, ESG factors may be considered and incorporated into the investment analysis process, including assessing creditworthiness.
The nature of the ESG analysis varies by asset class and sub-asset class. While the subadviser may determine to use a scoring process,
that process will vary and may change over time, and most importantly, the portfolio managers have discretion as to whether to consider
the ESG analysis for a given issuer. As such, in light of the Staff’s comment, and in consideration of the investment mandate of
each Fund, the Registrant has revised the disclosure as follows:

In evaluating an existing or prospective
investment, ESG is just one of several factors considered by the subadviser, and the subadviser may determine that an investment is appropriate
notwithstanding its relative ESG characteristics. even if certain ESG factors related to the investment cause it
to have an overall lower ESG score.

12.
Comment: In the “Additional Risks Associated with Investment Techniques and Fund Operations” section, explain
to the Staff why “ESG Consideration” is an additional risk rather than a principal risk.

Response: As
indicated in our response to Comment No. 11, no Fund has as its investment objective or principal investment strategies a focus on ESG
investing. Rather, for all Funds, ESG factors may be considered and incorporated into the investment analysis process. Accordingly, the
Registrant has determined to include “ESG Consideration” as an additional risk for each Fund.

13.
Comment: In the “Principal Investment Strategies” section of the Virtus Stone Harbor Emerging Markets Corporate
Debt Fund, clarify how integrating environmental, social and governance (“ESG”) factors helps the subadviser evaluate
creditworthiness, as seen in the following language:

The fund’s subadviser engages
in fundamental analysis that integrates, among other factors, a review of environmental, social and governance (“ESG”) factors
to evaluate the creditworthiness of issuers in which the fund may invest.

Response: The
Registrant notes that ESG factors may impact the creditworthiness of an issuer in various ways. For example, ESG factors may influence
downside risks arising from unexpected costs due to environmental issues. Creditworthiness may also be impacted by shifts in broader business
conditions including ESG-related legal and regulatory developments, negative and positive. It could also involve tail risks
or more likely events, and may include the risk of changing market perceptions and risk premiums for specific issuers. In this regard,
the subadviser may consider ethical business practices, the reputation and track record of management and dominant shareholders, management
compensation policy, and Board independence and diversity, among others. Social factors that impact corporate issuers could include worker
rights, fair pay, diversity/opportunity policies, unionization, privacy/data security, among others. While the Registrant appreciates
the Staff’s comment, the Registrant declines to add additional disclosure to the Fund’s prospectus.

    Ms. Dubey

April 4, 2022

Page 5

14.
Comment: In the “Class A Sales Charge Reductions and Waivers” section, specifically “Sales at Net
Asset Value,” please disclose full name of “PNX” as referenced in the following disclosure:

(9)       Any
employee or agent who retires from the Distributor and/or their corporate affiliates or from PNX, as long as, with respect to PNX employees
or agents, such individual was employed by PNX prior to December 31, 2008

Response: “PNX”
stands for Phoenix Life Insurance Company. The Registration Statement has been updated to address this comment.

COMMENTS TO THE SAI:

15.
Comment: On the front cover and in the “Financial Statements” section, please include hyperlinks to the
funds’ annual report to shareholders for all reports that are incorporated by reference.

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

*	*	*

On behalf of the Registrant,
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, LLC

    Adam Shapiro, Stone Harbor Investment Partners,
    LLC

    Wendy Hills, Virtus Investment Partners, Inc.

    Jennifer Fromm, Virtus Investment Partners, Inc.

    Ms. Dubey

April 4, 2022

Page 6

Appendix A

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” expe