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Correspondence 0001104659-23-044155 from Virtus Stone Harbor Emerging Markets Income Fund (EDF) (CIK 0001501103) (EDF)

Virtus Stone Harbor Emerging Markets Income Fund (EDF) (CIK 0001501103)
Date: April 11, 2023 · CIK: 0001501103 · Accession: 0001104659-23-044155

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File numbers found in text: 811-22473

Date
April 11, 2023
Author
/s/ Stephanie A. Capistron
Form
CORRESP
Company
Virtus Stone Harbor Emerging Markets Income Fund (EDF) (CIK 0001501103)

Letter

VIA EDGAR CORRESPONDENCE Division of Investment Management Attn: Ms. Deborah O’Neal Re: Virtus Stone Harbor Emerging Markets Income Fund (the “Registrant”) Preliminary Proxy Statement on Schedule 14A (File No. 811-22473)

Dear Ms. O’Neal:

This letter responds to the comment you provided to me in a telephonic discussion on April 6, 2023 with respect to your review of the Registrant’s Preliminary Proxy Statement on Schedule 14A (“Preliminary Proxy Statement”), as filed with the U.S. Securities and Exchange Commission on March 31, 2023. We have reproduced your comment below, followed by the Registrant’s response. Capitalized terms have the meanings attributed to such terms in the Preliminary Proxy Statement.

Comment: In the tables included in the discussion of Proposal 2, please include sub-headings indicating that EDI and EDF are the Acquired Fund and Acquiring Fund, respectively.

Response: The Registrant has incorporated this comment.

* * *

We believe that the foregoing has been responsive to the Staff’s comment. Please call the undersigned at (617) 728-7127 if you wish to discuss this correspondence further.

Sincerely,
/s/ Stephanie A. Capistron

Show Raw Text
CORRESP
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filename1.htm

    One International Place
 40th Floor
 100 Oliver Street
 Boston, MA 02110-2605

    +1 617 728 7100 Main

    +1 617 426 6567 Fax

    www.dechert.com

    Stephanie Capistron

    stephanie.capistron@dechert.com

    +1 617 728 7127 Direct

April 11, 2023

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Deborah O’Neal

Re: Virtus Stone Harbor Emerging Markets Income Fund (the “Registrant”)

Preliminary Proxy Statement on Schedule 14A

(File No. 811-22473)

Dear Ms. O’Neal:

This letter responds to the comment you provided
to me in a telephonic discussion on April 6, 2023 with respect to your review of the Registrant’s Preliminary Proxy Statement
on Schedule 14A (“Preliminary Proxy Statement”), as filed with the U.S. Securities and Exchange Commission on March 31,
2023. We have reproduced your comment below, followed by the Registrant’s response. Capitalized terms have the meanings attributed
to such terms in the Preliminary Proxy Statement.

Comment:         In
the tables included in the discussion of Proposal 2, please include sub-headings indicating that EDI and EDF are the Acquired Fund and
Acquiring Fund, respectively.

Response:        The
Registrant has incorporated this comment.

*    *    *

We believe that the foregoing has been responsive
to the Staff’s comment. Please call the undersigned at (617) 728-7127 if you wish to discuss this correspondence further.

Sincerely,

    /s/ Stephanie A. Capistron

Stephanie A. Capistron

cc: Jennifer Fromm, Virtus Investment Partners