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November 20, 2019
VIA EDGAR
EDGAR Operations Branch
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Anu Dubey
Virtus Opportunities Trust (the “Trust”)
Schedule 14A Proxy Statement
CIK 0001005020
File No. 811-07455
Ladies and Gentlemen:
Thank you for the additional telephonic comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) provided by you on November 19, 2019, pertaining to the above referenced Schedule 14A filing (the “Proxy Statement”) submitted by Virtus Opportunities Trust (the “Trust”) on October 25, 2019, and subsequent revisions submitted on November 15, 2019. Below, we describe the changes made to the Proxy Statement in response to the comments and provide any responses to or any supplemental explanations for such comments, as requested. Unless otherwise noted, capitalized terms have the same meanings as used in the Proxy Statement.
Set forth below is each comment and the Trust’s response thereto.
1. | Comment: On page 16, please add disclosure to clarify that VIA and the Trust generally intend to rely on expanded relief; but, if expanded relief is rescinded, VIA and the Trust would rely on the Enhanced Order. |
Response: We have added the requested disclosure.
2. | Comment: On page 17, sub-point (b), please add disclosure to reflect that if the no-action relief is rescinded, only advisory and subadvisory fees paid to Wholly-Owned Affiliates and Unaffiliated Subadvisers may be disclosed in an aggregated manner. |
Response: We have made the requested change.
3. | Comment: On pages 16-20, please summarize the conditions of the Enhanced Order and of the no-action relief in plain English. |
Response: We have made the requested change.
If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact the undersigned at (860) 263-4790. Thank you.
Best regards,
/s/ Jennifer Fromm
Jennifer Fromm
cc: | Ann Flood |
Holly van den Toorn
Securities distributed by VP Distributors, LLC