OPPENHEIMER STRATEGIC DIVERSIFIED INCOME FUND
Supplement dated September 19, 1994
to the Statement of Additional Information dated February 1, 1994
The Statement of Additional Information is amended as follows:
1. The Supplement dated April 25, 1994 is hereby replaced:
2. The paragraph entitled "Major Shareholders" in the section
captioned "Trustees and Officers" on page 24 is deleted in its
entirety and replaced with the following:
Major Shareholders. As of September 15, 1994, the only
person(s) known by the management of the Fund to be the
record or beneficial owner of 5% or more of the
outstanding shares of the Fund were as follows: (1) R.
Duffield & C.R. Player, Jr., Co-Trustees of the
Charitable Remainder Unitrust for Lives of Donor Ruth
McCormick Tankersley & Mark M. Miller, P.O. Box 401,
Barnesville, Maryland 20838-0401, which was the record
owner of 690,500.544 Class C shares (approximately 8.46%
of the Class C shares outstanding); (2) R. Duffield &
C.R. Player, Jr., Co-Trustees of the Charitable Remainder
Unitrust for Lives of Donor Ruth McCormick Tankersley &
Kristie Miller, P.O. Box 401, Barnesville, Maryland
20838-0401 which was the record owner of 690,500.544
Class C shares (approximately 8.46% of the Class C shares
outstanding); and (3) R. Duffield & C.R. Player, Jr., Co-
Trustees of the Charitable Remainder Unitrust for Lives
of Donor Ruth McCormick Tankersley & Tiffany Wolfe, P.O.
Box 401, Barnesville, Maryland 20838-0401 which was the
record owner of 690,500.544 Class C shares (approximately
8.46% of the Class C shares outstanding) (collectively,
the "Trusts"). Each such Trust has entered into an
agreement with the Fund which provides that as long as
the Trust owns the shares of the Fund, it will vote such
shares on any matter presented at a shareholders meeting
in the same proportion as other shareholders.
3. The third paragraph in the section captioned "Investment
Management Services" on page 24 is deleted in its entirety and is
replaced with the following:
The Agreement contains no expense limitation.
However, independently of the Agreement, the Manager has
voluntarily agreed to reimburse the Fund if aggregate
expenses (with specified exceptions) exceed the most
stringent state regulatory limitation on Fund expenses
applicable to the Fund. At present, this limitation,
imposed by California, limits such expenses to 2.5% of
the first $30 million of average annual net assets, 2.0%
of the next $70 million, and 1.5% of average annual net
assets in excess of $100 million. In addition,
independently of the Agreement, the Manager has
voluntarily agreed to assume any expenses of the Fund in
a fiscal year to the extent required to enable the Fund
to accrue income, net of expenses, to allow the Fund to
pay dividends at the annualized rate of $.375 per share
(pro rated for the Fund's first fiscal period, which will
be eight months). Effective May 15, 1994, the Manager
has voluntarily agreed to assume any expenses of the Fund
in a fiscal year to the extent required to enable the
Fund to accrue income, net of expenses, to allow the Fund
to pay dividends at the annualized rate of $.3525 per
share. The Fund may not necessarily pay all of its
accrued income as dividends each month. The payment of
the management fee at the end of the month will be
reduced so that there will not be any accrued but unpaid
liability under these expense limitations. The Manager
reserves the right to terminate or amend either of these
undertakings at any time. Any assumption of the Fund's
expenses under either undertaking would lower the Fund's
overall expense ratio and increase its total return
during any period in which expenses are limited.
September 19, 1994 SAI387
