U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Oppenheimer Strategic Income & Growth Fund
6803 South Tucson Way
Englewood, Colorado 80112
2. Name of each series or class of funds for which this notice is filed:
Class A shares, Class B shares, Class C shares
3. Investment Company Act File Number: 811-6639
Securities Act File Number: 33-47378
4. Last day of fiscal year for which this notice is filed:
6/20/97 (Date Fund ceased its operations)
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
N/A / /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
3,651,868
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
-0-
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9. Number and aggregate sale price of securities sold during the fiscal
year:
5,104,789.528 $29,854,109
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
5,104,789.528 $29,854,109
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
2,077,390.294 $11,984,465
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $29,854,109
------------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment
plans (from Item 11, if applicable): +$11,984,465
------------
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year
(if applicable): $41,838,574
------------
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + -0-
------------
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 (line (i), plus line
(ii), less line (iii), plus line
(iv)) (if applicable): $ -0-
------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
<PAGE>
Instruction C.6): x 1/3300
------------
(vii) Fee due (line (i) or line (v) multiplied
by line (vi)): $-0-
------------
Instruction: Issuers should complete line (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days
after the close of the issuer's fiscal year. See
Instructions C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rule of
Informal and Other Procedures (17 CFR
202.3a). / /
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
N/A
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: /s/ Scott Farrar
-------------------------------------
Scott Farrar, Assistant Treasurer
Date: August 12, 1997
cc: Robert J. Bishop
Allan Adams
Katherine Feld
Gloria LaFond
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MYER, SWANSON, ADAMS & WOLF, P.C.
ATTORNEYS AT LAW
THE COLORADO STATE BANK BUILDING
RENDLE MYER 1600 BROADWAY - SUITE 1480 OF COUNSEL
ALLAN B. ADAMS DENVER, COLORADO 80202-4915 ROBERT SWANSON
ROBERT K. SWANSON TELEPHONE (303) 866-9800 ------
THOMAS J. WOLF* FACSIMILE (303) 866-9818 FRED E. NEEF
(1910-1986)
*BOARD CERTIFIED CIVIL TRIAL ADVOCATE
BY THE NATIONAL BOARD OF TRIAL ADVOCACY
-----
PHILIP T. MASTERSON
August 15, 1997
Oppenheimer Strategic Income & Growth Fund
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value Class A, Class B and
Class C shares of the Oppenheimer Strategic Income & Growth Fund, a business
trust organized under the laws of the Commonwealth of Massachusetts (the
"Trust"), as counsel for 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 October 1, 1996 through June 20,
1997 when the Fund ceased its operations, 5,104,789.528 shares of beneficial
interest of Class A, Class B and Class C shares 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.
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
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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 & WOLF, P.C.
By: /s/ Allan B. Adams
---------------------------
Allan B. Adams
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