July 14, 2005
Nancy S. Vann, Esq.
Oppenheimer Funds, Inc.
Two World Financial Center
225 Liberty Street - 11th Floor
New York, New York 10281-1008
Re: Oppenheimer International Diversified Fund
File Nos. 333-125805 and 811-21775
Dear Ms. Vann:
We have reviewed the registration statement on Form N-1A for
the
Oppenheimer International Diversified Fund ("Fund") filed with the
Commission on June 14, 2005. The captions we use below correspond
to
the captions the Fund uses in the amendment.
Prospectus
Prospectus Summary
Overview
Please insert the text of this section into the section
titled
"About the Fund."
The disclosure in the second paragraph of this section
indicates
that "No fund will invest more than 50% of its net assets in any
single underlying fund," yet only one fund is being offered in
this
prospectus. Please correct this inconsistency.
Please disclose the percentage of assets the Fund will
allocate
to each underlying fund and under what circumstances the
allocation
percentages may change; also disclose how frequently the Manager
will
rebalance the Fund`s asset allocations.
Please explain how the investing in the International Bond
Fund
enables the Fund to achieve its investment objective.
Please disclose prominently that shareholders of the Fund
will
bear the expenses of the underlying funds, as well as those of the
Fund itself.
Please summarize the investment objective and principal
strategies and risks of each underlying fund in which the Fund may
invest.
Please disclose the percentage of assets each underlying fund
will invest in derivative instruments.
Please provide in this section consistent, objective
definitions
of the terms "small-cap," "mid-cap," and "large-cap."
Will the Fund invest in securities other than shares of the
underlying funds? If so, please disclose the other types of
securities in which the Fund may invest, and summarize the risks
of
such investments.
How will the Fund monitor and resolve conflicts of interest
arising from the difference in fees the Manager may receive by
virtue
of investing in one underlying fund instead of another? Please
disclose the risk of harm to shareholders.
The disclosure in the section "How does the Manager Decide
What
Securities to Buy or Sell?" does not describe how the Manager
decides
what securities to buy or sell. Please add all appropriate
disclosure.
Please disclose the risks and costs associated with the
simultaneous purchase of a security by one underlying fund and
sale
by another. Does the Manager monitor the trading activities of
the
underlying funds?
Please provide a complete listing of the types of "other
asset
classes" in which the underlying funds may invest.
Shareholder Fees
Please disclose the transfer agent`s contractual fee rate.
Please remove the text located between the fee fable and the
examples, and relocate it after the examples.
The Portfolios` Principal Investment Policies and Risks
Please disclose the investment objective and principal
strategies and risks of each underlying fund in which the Fund may
invest.
Will any of the underlying funds invest in securities in
default? If so, please include a description of the attendant
risks.
Also, please disclose whether an underlying fund will sell or hold
non-investment grade bonds in the event of default.
The disclosure in this section and elsewhere indicates the
underlying funds may have relatively high portfolio turnover.
Please
disclose the underlying funds` estimated annual portfolio
turnover.
Also, please delete the last sentence of the paragraph that
discusses
portfolio turnover.
Statement of Additional Information
Investment Restrictions
Please explain the meaning of the phrase "except to the
extent
permitted under the Investment Company Act," as it pertains to the
Fund`s fundamental policies on borrowing money, making loans,
investing in real estate and commodities and underwriting.
Will the fundamental policies disclosed in this section be
applied to the underlying funds, or the Fund alone? If the
fundamental policies do not apply to the underlying funds, we may
have additional comments.
Portfolio Proxy Voting
Please disclose the procedures the Fund uses when a vote
presents a conflict between the interests of the Fund`s
shareholders
and those of the Adviser, principal underwriter or other
affiliated
persons. See Item 12(f) of Form N-1A.
Approval of Investment Advisory Agreement
This disclosure does not contain a reasonably detailed
discussion of the material factors that formed the basis for the
board of directors` approval of the investment advisory contract.
Please include this information in the disclosure. See
Instruction
to Item 12(b) (10) of Form N-1A.
Closing
We note that portions of the filing are incomplete. We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
pre-effective amendments. Please note that comments we give in
one
section apply to other sections in the filing that contain the
same
or similar disclosure.
Please advise us if you have submitted or expect to submit
an
exemptive application or no-action request in connection with your
registration statement.
Response to this letter should be in the form of a pre-
effective amendment filed pursuant to Rule 472 under the
Securities
Act. Where no change will be made in the filing in response to a
comment, please indicate this fact in a supplemental letter and
briefly state the basis for your position.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.
Any questions you may have regarding the filing or this
letter
may be directed to me at 202.551.6965.
Sincerely,
Vincent J. Di Stefano
Senior Counsel
??
??
??
??
Page 4 of 4