OPPENHEIMER TIME FUND
Supplement dated April 13, 1995 to
the Prospectus dated October 21, 1994
The Prospectus is hereby amended as follows:
1. The supplement dated January 3, 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 for
"Exchanges" and insert "None"; footnote 2 is deleted from that chart.
3. The following paragraphs are added at the end of "How The Fund Is
Managed" on page 11:
The Board of Trustees of Oppenheimer Time Fund (referred to as "Time
Fund") has determined that it is in the best interest of Time Fund's
shareholders that Time Fund reorganize with and into the Oppenheimer
Target Fund ("Target Fund") and 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
thereby (the "reorganization"). The Board further determined that
the reorganization should be submitted to Time Fund's shareholders
for approval, and recommended that shareholders approve the
reorganization.
Pursuant to the reorganization plan, (i) substantially all of the
assets of Time Fund would be exchanged for Class A shares of Target
Fund, (ii) these shares of Target Fund would be distributed to the
shareholders of Time Fund, (iii) Time Fund would be liquidated, and
(iv) the outstanding shares of Time Fund would be cancelled. The
reorganization will be tax-free, pursuant to Section 368(a)(1) of the
Internal Revenue Code, and the Fund will request an opinion of tax
counsel to that effect.
A meeting of the shareholders of the Fund is expected to be held on
June 20, 1995 to vote on the reorganization. The affirmative vote
of the majority of outstanding shares of the Fund (the term
"majority" is defined in the Investment Company Act as a special
majority and is also explained in the Statement of Additional
Information) is required for approval of the reorganization,
including the reorganization plan. There is no assurance that Time
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 the Fund shareholders
of record on April 21, 1995, the record date for the shareholder
meeting. Shareholders of Time Fund after the record date for the
shareholder meeting will not be entitled to vote on the
reorganization.
3. The second sentence of the paragraph captioned "At What Price are
Shares Sold?" on page 13 is revised to read as follows:
"In most cases, to enable you to receive that day's
offering price, the Distributor must receive your
order by the time of day the New York Stock Exchange
closes, which is normally 4:00 P.M., New York time,
but may be earlier on some days (all references to
time in this Prospectus mean "New York Time".) The
fourth sentence of that paragraph is revised to read
as follows: "If you buy shares through a dealer, the
dealer must receive your order by the close of the
New York Stock Exchange on a regular business day and
transmit it to the Distributor so that it is received
before the Distributor's close of business that day,
which is normally 5:00 P.M."
4. The section entitled "Selling Shares by Telephone" on page 18 is
amended by revising the second sentence to read as follows:
"To receive the redemption price on a regular
business day, your call must be received by the
Transfer Agent by the close of the New York Stock
Exchange that day, which is normally 4:00 P.M. but
may be earlier on some days."
5. The section entitled "How to Exchange Shares" is amended by
eliminating the second and third sentences in the first paragraph
under that section on page 18. It is further amended, by revising
the first sentence in the first "bulleted" paragraph following
"Telephone Exchange Requests" on page 19 to read as follows:
"Shares are normally redeemed from one fund and
purchased from the other fund in the exchange
transaction on the same regular business day on which
the Transfer Agent receives an exchange request that
is in proper form by the close of The New York Stock
Exchange that day, which is normally 4:00 P.M. but
may be earlier on some days."
6. The first sentence of the paragraph captioned "Net Asset Value Per
Share" on page 19 is revised to read as follows:
"Net asset value per share is determined as of the
close of The New York Stock Exchange on each regular
business day by dividing the value of the Fund's net
assets by the number of shares that are outstanding."
April 13, 1995 PS0380.001
