OPPENHEIMER STRATEGIC DIVERSIFIED INCOME FUND
Supplement Dated May 10, 1995 to the
Prospectus Dated February 1, 1995
The Prospectus is amended as follows:
1. The supplement dated March 31, 1995 to the Prospectus is replaced by
this supplement.
2. 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.
3. 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 (which will then be available), (ii) these
shares of Strategic Income Fund would be distributed to the
shareholders of the Fund, (iii) Strategic Diversified Income
Fund will be liquidated and (iv) the outstanding shares of
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 12, 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 will be contained in a proxy statement and other
soliciting materials to be 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.
3. In the first paragraph of the section "How To Exchange Shares" on page
21, the second and third sentences are deleted.
4. 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 be effective commencing with the May,
1995 dividend) 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 next regular business day), but the Board of Trustees can
change that date.
May 10, 1995 PS0387.001
