Virtus Equity Trust

This letter sets forth responses to oral comments received from Brion Thompson of the staff of the Securities and Exchange Commission (the “SEC”) on April 19, 2010, with respect to the registration statement on Form N-14 that was filed by Virtus Equity Trust (“Equity Trust”) on March 25, 2010, relating to the reorganization of Virtus Disciplined Small-Cap Opportunity Fund, a series of Virtus Insight Trust, into Virtus Small-Cap Core Fund, a series of Equity Trust. Where noted, changes, as applicable, have been made to the prospectus/proxy statement and pro forma combining financial information. Revised pages of the foregoing documents are attached.

Response: The Board was presented with certain information from Fund Management which indicated that the advisory fee of the Small-Cap Core Fund would be contractually reduced and total expenses of the surviving fund, as a percentage of assets, would be lower than the current total operating expenses of the Small-Cap Core Fund, thus providing a savings to shareholders of the Small-Cap Core Fund.

Fund Management proposed, and the Board agreed, that based on the potential savings to Virtus Small-Cap Core Fund’s shareholders, the Fund should incur the costs of the merger.

Response: The North American letter sets forth the following factors that should be analyzed when determining an accounting survivor: Funds should compare the attributes of the surviving fund and the predecessor fund to determine if the surviving fund closely resembles the predecessor. Funds should compare the investment advisers, investment objectives, policies and restrictions; expense structure and expense ratios; asset size and portfolio composition.

The investment adviser for the Funds is identical. The subadviser for the surviving fund will be the current subadviser for the Small-Cap Core Fund. While the Funds’ investment objectives and policies are substantially similar, the surviving fund will follow the investment policies and restrictions of the Small-Cap Core Fund. As to portfolio composition, the surviving fund will continue to be managed by Kayne Anderson Rudnick Investment Management, LLC, and it is the existing Small-Cap Core Fund and its limited number of portfolio holdings that most closely resembles the surviving fund following the merger. The surviving fund’s expense structure is identical to that of the acquired fund, and the expense ratios of the combined fund are expected to be slightly lower than those currently for the Small-Cap Core Fund. Furthermore, the performance of the Small-Cap Core Fund more accurately reflects the true performance of the subadviser using the investment strategy to be applied to the combined fund. Given these factors, we believe that the Small-Cap Core Fund is the appropriate surviving fund, its smaller asset size notwithstanding.

Any questions or comments with respect to this filing may be directed to the undersigned at (202) 775-1227.

Very truly yours,

/s/ Arie Heijkoop, Jr.

Arie Heijkoop, Jr.

The tables below show examples of the total expenses you would pay on a $10,000 investment over one-, three-, five- and ten-year periods. The examples are intended to help you compare the cost of investing in the Funds and Small-Cap Core (Pro Forma), assuming the Reorganization takes place, with the cost of investing in other funds. The examples assume a 5% average annual return, that you redeem all of your shares at the end of each time period and that you reinvest all of your dividends. The following tables also assume that total annual operating expenses remain the same. The examples are for illustration only, and your actual costs may be higher or lower.

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the examples, affect the Funds’ performance. During the most recent fiscal year, Disciplined Small-Cap Opportunity’s portfolio turnover rate was 109% of the average value of its portfolio, while Small-Cap Core’s portfolio turnover rate was % of the average value of its portfolio.

The following charts show how the Class I shares of Disciplined Small-Cap Opportunity and Small-Cap Core have performed in the past. The Class I shares of Disciplined Small-Cap Opportunity commenced operations on February 23, 1996, the Class A shares commenced operations on March 4, 1999 and the Class C shares commenced operations on June 26, 2006. The Class I shares of Small-Cap Core commenced operations on October 18, 1996 and the Class A and Class C shares commenced operations on August 30, 2002.

Small-Cap Core, a series of Equity Trust (“Successor Fund”), is the successor of the Phoenix Small-Mid Cap Fund, a series of Phoenix Asset Trust (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the Successor Fund on March 10, 2008. The Predecessor Fund and the Successor Fund have identical investment objectives and strategies. The Successor Fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to Small-Cap Core’s commencement date. Past performance, before and after taxes, is not an indication of future results.

Under the terms of the Subadvisory Agreement, the Subadviser is paid by the Adviser for providing advisory services to Small-Cap Core. The Fund does not pay a fee to the Subadviser. The Adviser pays the Subadviser a subadvisory fee at the rate of 50% of the net advisory fee.

If the Reorganization qualifies as a tax-free reorganization and each of the Funds is a party to a reorganization, as described above, then, as a result, for federal income tax purposes, no gain or loss will be recognized by Disciplined Small-Cap Opportunity or its shareholders as a result of receiving shares of Small-Cap Core in connection with the Reorganization. The holding period and aggregate tax basis of the shares of Small-Cap Core that are received by the shareholders of Disciplined Small-Cap Opportunity will be the same as the holding period and aggregate tax basis of the shares of Disciplined Small-Cap Opportunity previously held by such shareholders, provided that such shares of Disciplined Small-Cap Opportunity are held as capital assets. In addition, no gain or loss will be recognized by Small-Cap Core upon the receipt of the assets of Disciplined Small-Cap Opportunity in exchange for shares of Small-Cap Core and the assumption by Small-Cap Core of Disciplined Small-Cap Opportunity’s liabilities, and the holding period and tax basis of the assets of Disciplined Small-Cap Opportunity in the hands of Small-Cap Core as a result of the Reorganization will be the same as in the hands of Disciplined Small-Cap Opportunity immediately prior to the Reorganization. Small-Cap Core’s utilization after the Reorganization of any pre-Reorganization losses realized by Small-Cap Core to offset income or gain realized by Disciplined Small-Cap Opportunity could be subject to limitation.

Yes. The risk factors are similar due to the substantially similar investment objectives and investment policies of the Funds. The risks of Small-Cap Core are described in greater detail in that Fund’s Prospectus and Statement of Additional Information.

An investment in each Fund is subject to certain risks. There is no assurance that investment performance of either Fund will be positive or that the Funds will meet their investment objectives. The following disclosure highlights the primary risks associated with investment in each of the Funds.

Each of the Funds is subject to Growth Stocks Risk, Market Volatility Risk and Small and Unseasoned Company Risk.

If you wish to participate in the Meeting, you may submit the proxy card included with this Prospectus/Proxy Statement, vote through the Internet or by telephone, or attend in person. Guidelines on voting by mail, by telephone, through the Internet or in person at the Meeting appear on the enclosed proxy card.

If the enclosed proxy card is properly executed and returned in time to be voted at the Meeting, the proxies named thereon will vote the interests represented by the proxy card in accordance with the instructions marked on the returned proxy card. Proxy cards that are properly executed and returned but are not marked with voting instructions will be voted FOR the Plan and FOR any other matters deemed appropriate.

Thirty-three and one-third percent (33¹/3%) of the outstanding voting shares of Disciplined Small-Cap Opportunity must be present in person or by proxy to constitute a quorum for the Meeting. Approval of the Plan will require approval of the shares as mandated under the 1940 Act, which is the lesser of: approval by 67% or more of the votes present at the meeting if the holders of more than 50% of the outstanding votes are present; or, approval by more than 50% of the outstanding voting securities.

The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name”, as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) of shares represented at the Meeting as present for purposes of determining a quorum. In addition, under the rules of the New York Stock Exchange, if a broker has not received instructions from beneficial owners or persons entitled to vote and the proposal to be voted upon may “affect substantially” a shareholder’s rights or privileges, the broker may not vote the shares as to that proposal even if it has discretionary voting power. As a result, these shares also will be treated as broker non-votes for purposes of proposals that may “affect substantially” a shareholder’s rights or privileges (but will not be treated as broker non-votes for other proposals, including adjournment of the Meeting). Abstentions and broker non-votes will be treated as shares voted against the Plan.

In addition to the proxy solicitation by mail, representatives of Insight Trust may solicit proxies by mail, telephone, facsimile, Internet or personal contact. Computershare Fund Services, Inc. has been engaged to assist in the distribution and tabulation of proxies and to assist in the solicitation of proxies. The costs of solicitation and the expenses incurred in connection with preparing this Prospectus/Proxy Statement and its enclosures will be paid by Small-Cap Core. The anticipated cost of this proxy solicitation is approximately $100,000, plus expenses. The Trustees of Equity Trust concluded that the proposed cost of the Reorganization was reasonable, and the Reorganization would be in the best interests of Small-Cap Core and its shareholders. The Trustees also determined that, based on the potential savings to Small-Cap Core’s shareholders, it was appropriate for Small-Cap Core to incur the expenses of the Reorganization.

If shareholders of Disciplined Small-Cap Opportunity do not vote to approve the Plan, the Trustees of Insight Trust will consider other possible courses of action in the best interests of Disciplined Small-Cap Opportunity and its shareholders. If sufficient votes to approve the Plan are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of voting instructions. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the

Combination of Virtus Disciplined Small-Cap Opportunity into Virtus Small-Cap Core

The unaudited pro forma information provided herein should be read in conjunction with the annual report and semi-annual report of Virtus Disciplined Small-Cap Opportunity and Virtus Small-Cap Core dated December 31, 2009 and September 30, 2009, respectively, both of which are on file with the SEC and are available at no charge.

The unaudited pro forma information set forth below for the period ended September 30, 2009 is intended to present ratios and supplemental data as if the Reorganization of Virtus Disciplined Small-Cap Opportunity (the “Predecessor Fund”) into Virtus Small-Cap Core (the “Successor Fund”) had taken place on October 1, 2008. The Reorganization is intended to allow shareholders of the Predecessor Fund to own a fund that is similar in style and with a greater amount of combined assets after the Reorganization. The Predecessor Fund is sub-advised by Harris Investment Management, Inc. The Successor Fund is sub-advised by Kayne Anderson Rudnick Investment Management, LLC.

The funds have the same investment advisor, distributor, administrator, transfer agent, and custodian. Each of such service providers has entered into an agreement with the Funds which governs the provision of services to the Funds. Such agreements contain the same terms with respect to each Fund except for the investment advisory agreements and shareholder services fees plans. The Predecessor Fund’s investment advisory fee is 0.75% of average net assets. The Successor Fund’s investment advisory fee is 0.85% of average net assets. Effective immediately prior to the Reorganization, the Adviser will contractually reduce its advisory fee to 0.75% for the Successor fund after the Reorganization. The Predecessor Fund has a 0.05% shareholder services fee on Class I shares which is currently under a voluntary waiver. The Successor Fund does not have this shareholder services fee.

Although the Funds have substantially identical investment objectives and substantially similar investment strategies, all or a substantial portion of the securities held by the Predecessor Fund may be sold after the Reorganization in order to comply with the investment practices of the Successor Fund in connection with the Reorganization. The Successor Fund’s subadviser intends to continue to focus the portfolio on a limited number of high quality securities, while the Predecessor Fund holds a much greater number of portfolio securities. The Successor Fund is therefore expected to sell any securities held by the Predecessor Fund that fall outside of its limited holdings strategy. For any such sales, the transaction costs will be borne by the Successor Fund. Such costs are ultimately borne by the Successor Fund’s shareholders.

As of September 30, 2009, the net assets of the Predecessor Fund were $85,175 and the Successor Fund was $46,046. The net assets of the combined fund as of September 30, 2009 would have been $131,121 (after accounting for $100 in Reorganization expenses)

The amount of reduced shares was calculated based on the net assets, as of September 30, 2009, of the Predecessor Fund of $17,173, $612 and $67,390, for Class A, Class C and Class I, respectively, and the net asset value of the Successor Fund of $13.29, $12.43 and $13.60 for Class A, Class C, and Class I respectively. Shares of the Successor Fund were reduced by 468 for Class A, 18 for Class C and 1,790 for Class I in exchange for Class A, Class C, and Class I shares, respectively of the Predecessor Fund. Class B shares of the Successor Fund are to be converted into Class A shares prior to the Reorganization.

On a pro forma basis for the twelve months ended September 30, 2009, the proposed Reorganization would result in a decrease of $41 in the investment advisory fees charged and a decrease of $76 in other operating expenses.

The Predecessor Fund’s gross annual operating expenses were 1.39%, 2.14% and 1.19% for Class A, Class C and Class I, respectively. The Successor Fund’s gross annual operating expenses were 1.68%, 2.43% and 1.43% for Class A, Class C and Class I, respectively. As a result of the Reorganization, the Successor Fund’s expenses are expected to be reduced to 1.39%, 2.14% and 1.14% for the Class A, Class C and Class I shares, respectively, on a pro forma basis.

The costs of the Reorganization, including the costs of the Meeting, the proxy solicitation or any adjourned session, are estimated to be $100, and will be paid by the Successor fund.

No significant accounting policies will change as a result of the proposed Reorganization, specifically, policies regarding valuation and Subchapter M compliance. The accounting survivor in the proposed Reorganization will be the Successor Fund.

Prior to or at the completion of the Reorganization, the Funds will have received an opinion from the law firm of McDermott Will & Emery LLP that, for federal income tax purposes, the Reorganization contemplated by the Plan more likely than not will qualify as a tax-free reorganization described in section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that each Fund more likely than not will be “a party to a reorganization,” within the meaning of section 368(b) of the Code. As of December 31, 2009, the Predecessor Fund held capital loss carryforwards of $8,963, and, as of March 31, 2009, the Successor Fund held capital loss carryforwards of $ 4,753. The Successor Fund’s utilization after the Reorganization of any pre-Reorganization losses realized by the Successor Fund to offset income or gain realized by the Predecessor Fund could be subject to limitation.


Sullivan & Worcester LLP		T 202 775 1200
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Washington, DC 20006		www.sandw.com


	Class A
	One Year		Three Years		Five Years		Ten Years
Disciplined Small-Cap Opportunity	$	708	$	990	$	1,292	$	2,148
Small-Cap Core	$	736	$	1,074	$	1,435	$	2,448
Small-Cap Core (Pro Forma)	$	708	$	990	$	1,292	$	2,148

	Class C
	One Year		Three Years		Five Years		Ten Years
Disciplined Small-Cap Opportunity	$	317	$	670	$	1,149	$	2,472
Small-Cap Core	$	346	$	758	$	1,296	$	2,766
Small-Cap Core (Pro Forma)	$	317	$	670	$	1,149	$	2,472

You would pay the following expenses if you did not redeem your Class C shares:

	Class C
	One Year		Three Years		Five Years		Ten Years
Disciplined Small-Cap Opportunity	$	217	$	670	$	1,149	$	2,472
Small-Cap Core	$	246	$	758	$	1,296	$	2,766
Small-Cap Core (Pro Forma)	$	217	$	670	$	1,149	$	2,472

	Class I
	One Year		Three Years		Five Years		Ten Years
Disciplined Small-Cap Opportunity	$	121	$	378	$	654	$	1,443
Small-Cap Core	$	146	$	452	$	782	$	1,713
Small-Cap Core (Pro Forma)	$	116	$	362	$	628	$	1,386


cc:		Kevin J. Carr, Esq.
		Robert N. Hickey, Esq.