OPPENHEIMER STRATEGIC DIVERSIFIED INCOME FUND
Supplement dated July 26, 1995 to the
Prospectus dated February 1, 1995
The Prospectus is amended as follows:
1. The supplement dated May 26, 1995 to the Prospectus is replaced by
this supplement.
2. The effective date of the Prospectus on the cover page and the back
cover page is amended to read as May 26, 1995.
3. The second sentence of the last paragraph on the cover page is
amended to read as follows:
"You can find more detailed information about the Fund in the May 26, 1995
Statement of Additional Information."
4. Under "Expenses" on page 2, the chart "Shareholder Transaction
Expenses" is amended by deleting the references to the $5.00 fee next to
the heading "Exchange Fee" and inserting "None" on that line next to the
heading; footnote 2 is deleted from that chart.
5. The following paragraphs are added at the end of "How the Fund is
Managed" on page 15:
The Board of Trustees of Oppenheimer Strategic Diversified
Income Fund (referred to as "Strategic Diversified Income
Fund" or the "Fund") has determined that it is in the best
interest of the Fund's shareholders that the Fund reorganize
with and into Oppenheimer Strategic Income Fund ("Strategic
Income Fund"). The Board unanimously approved the terms of an
agreement and plan of reorganization to be entered into
between these funds (the "reorganization plan") and the
transactions contemplated (the transactions are referred to as
the "reorganization"). The Board further determined that the
reorganization should be submitted to the Fund's shareholders
for approval, and recommended that shareholders approve the
reorganization.
Pursuant to the reorganization plan, (i) substantially all of
the assets of the Fund would be exchanged for Class C shares
of Strategic Income Fund, (ii) these shares of Strategic
Income Fund would be distributed to the shareholders of the
Fund, (iii) Strategic Diversified Income Fund would be
cancelled. It is expected that the reorganization will be
tax-free, pursuant to Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended, and the Fund will request an
opinion of tax counsel to that effect.
A meeting of the shareholders of Strategic Diversified Income
Fund is expected to be held on or about July 26, 1995 to vote on
the reorganization. Approval of the reorganization requires the
affirmative vote of a majority of the outstanding shares of the
Fund (the term "majority" is defined in the Investment Company
Act as a special majority. It is also explained in the Statement
of Additional Information). There is no assurance that Strategic
Diversified Income Fund's shareholders will approve the
reorganization. Details about the proposed reorganization were
contained in a proxy statement and other soliciting materials
sent to Strategic Diversified Income Fund's shareholders of
record on May 12, 1995. Persons who become shareholders of the
Fund after the record date for the shareholder meeting will not
be entitled to vote on the reorganization.
6. The following is added as the first paragraph under the heading "How
To Buy Shares --How Much Must You Invest" on page 16:
"Shares of the Fund are not available for sale to new
investors, including shares purchased by exchange from other
OppenheimerFunds, lump-sum purchases, and purchases under an
Asset Builder Plan (described below) or by reinvestment of
dividends or distributions from other OppenheimerFunds, or
under the "Reinvestment Privilege," described below. Existing
Fund shareholders may purchase additional Fund shares through
subsequent investments or reinvestment of Fund dividends or
distributions. The foregoing is subject to the right of the
Fund and the Distributor, in their complete discretion, to
modify or terminate the terms of this offer at any time
without prior notice. The remaining sections of this
Prospectus are hereby amended to conform to the terms of this
offer."
7. In the first paragraph of the section "How To Exchange Shares" on page
21, the second and third sentences are deleted.
8. In the subsection "Dividends" under the heading "Dividends, Capital
Gains and Taxes" on page 23, the second sentence of the first paragraph
of that subsection is amended to read as follows:
Normally, dividends are paid on the 25th day of every month
(if the 25th is not a regular business day, dividends are paid
on the prior regular business day), but the Board of Trustees
can change that date.
July 26, 1995 PS0387.002
