<PAGE>
Rule 24f-2 Notice for Oppenheimer Strategic Funds Trust
3410 S. Galena Street, Denver, Colorado 80231
(Registration No. 33-28598, File No. 811-5724)
NOTICE IS HEREBY GIVEN that Oppenheimer Strategic Funds Trust having
previously filed in its registration statement a declaration that an
indefinite number of its shares of beneficial interest were being
registered pursuant to Rule 24f-2 of the Investment Company Act of 1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended September 30,
1994.
(ii) No shares which had been registered other than pursuant to this
Rule remained unsold at the beginning of the above fiscal year.
(iii) No shares were registered other than pursuant to this Rule during
the above fiscal year.
(iv) The number of shares sold during the above fiscal year was as
follows(1):
Oppenheimer Strategic Income Fund: Class A 236,638,548
Class B 211,514,941
Oppenheimer Strategic Diversified Income Fund*: Class C 9,579,653
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Oppenheimer Strategic Income Fund: Class A 236,638,548
Class B 211,514,941
Oppenheimer Strategic Diversified Income Fund*: Class C 9,579,653
Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned registrant has caused this Notice to be signed on its
behalf this 28th day of November, 1994.
Oppenheimer Strategic Funds Trust
By: /s/ Andrew J. Donohue
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Andrew J. Donohue, Vice President
_________________
(1)The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940 as follows:
<TABLE>
<CAPTION>
Value of
Value of Shares Filing
Shares Sold Redeemed Net Fee
<S> <C> <C> <C> <C>
Strategic Income Fund
Class A $1,229,167,439$(747,309,868) $481,857,571 $166,158
Class B $1,074,296,304$(123,334,817) $950,961,487 $327,918
Strategic Diversified Income Fund
Class C $ 46,855,355 $( 3,742,571) $ 43,112,784 $ 14,866
$508,942
*For the period from February 1, 1994 (inception of offering) to September 30, 1994.
</TABLE>
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Myer, Swanson & Adams, P.C.
Attorneys At Law
The Colorado State Bank Building
Rendle Myer 1600 Broadway - Suite 1850 of counsel
Allan B. Adams Denver, Colorado 80202-4918 Robert Swanson
Robert K. Swanson Telephone (303) 866-9800 ----
Thomas J. Wolf* Facsimile (303) 866-9818 Fredd E. Neef
*Board Certified Civil (1910-1986)
Trial Advocate by the
National Board of Trial
Advocacy
November 28, 1994
Oppenheimer Strategic Funds Trust
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value Class A and
Class B shares of beneficial interest in the Oppenheimer Strategic Income
Fund series and the Class C shares of the Oppenheimer Strategic
Diversified Income Fund series of Oppenheimer Strategic Funds Trust
(formerly known as Oppenheimer Strategic Income Fund), a business trust
organized under the laws of the Commonwealth of Massachusetts (the
"Trust"), we have examined such records and documents and have made such
further investigation and examination as we deem necessary for the
purposes of this opinion.
We are advised that during the fiscal period ended September 30, 1994,
the following shares of beneficial interest of the Trust were sold in
reliance on the registration of an indefinite number of shares pursuant
to Rule 24f-2 of the Investment Company Act of 1940:
Oppenheimer Strategic Income Fund:
Class A 236,638,548
Class B 211,514,941
Oppenheimer Strategic Diversified
Income Fund
Class C 9,579,653
It is our opinion that the said shares of beneficial interest of each
class of the Trust sold in reliance on Rule 24f-2 of the Investment
Company Act of 1940 are legally issued and, subject to the matters
mentioned in the next paragraph, fully paid and nonassessable by the
Trust.
Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligations
of the Trust. The Declaration of Trust does, however, contain an express
disclaimer of shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Trust or the
Trustees. The Declaration of Trust provides for indemnification out of
the Trust property of any shareholder held personally liable for the
obligations of the Trust. The Declaration of Trust also provides that the
Trust shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of the Trust and satisfy any
judgment thereon.
Sincerely,
MYER, SWANSON & ADAMS, P.C.
By /s/ Allan B. Adams
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Allan B. Adams
