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OPPENHEIMERFUNDS
Mitch Lindauer OppenheimerFunds, Inc.
Vice President and Two World Trade Center, 34th Floor
Assistant General Counsel New York, NY 10048-0203
Tel 212 323 0200
April 30, 1997
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, VA 22312
RE: Oppenheimer Limited-Term Government Fund ("Registrant")
Reg No. 33-02769
File No. 811-4563
To the Securities and Exchange Commission:
An electronic filing is hereby made on behalf of the Registrant
pursuant to Rule 497(e) of the Securities Act of 1933, as amended. Such filing
includes a supplement dated May 1, 1997 to the Registrant's Prospectus dated
January 8, 1997.
If there are any questions, please contact the undersigned.
Sincerely,
/s/ Mitch Lindauer
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Mitch Lindauer
Vice President and
Assistant General Counsel
(212) 323-0254
cc: Deloitte & Touche LLP
Myer, Swanson, Adams & Wolf P.C.
Gloria LaFond
Grace Loffredo
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OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
Supplement dated May 1, 1997 to the
Prospectus dated January 8, 1997
The Prospectus is changed as follows:
1. The Supplement dated April 16, 1997 is replaced with this Supplement.
2. The first footnote under the "Shareholder Transaction Expenses" table on
page 3 is revised to read as follows:
(1) If you invest $1 million or more ($500,000 or more for purchases by
"Retirement Plans", as defined in "Class A Contingent Deferred Sales Charge" on
page 30) in Class A shares, you may have to pay a sales charge of up to 1% if
you sell your shares within 12 calendar months (18 months for shares purchased
prior to May 1, 1997) from the end of the calendar month during which you
purchased those shares. See "How to Buy Shares - Buying Class A Shares", below.
3. In "Class A Shares" under "Classes of Shares" on page 26 the second sentence
is replaced by the following: "If you purchase Class A shares as part of an
investment of at least $1 million ($500,000 for Retirement Plans) in shares of
one or more Oppenheimer funds, you will not pay an initial sales charge, but if
you sell any of those shares within 12 months of buying them (18 months if the
shares were purchased prior to May 1, 1997), you may pay a contingent deferred
sales charge."
4. The following is added to "Which Class of Shares Should You Choose? - How
Does it Affect Payments To My Broker?" on page 28: "The Distributor may pay
additional periodic compensation from its own resources to securities dealers or
financial institutions based upon the value of shares of the Fund owned by the
dealer or financial institution for its own account or for its customers."
5. The following is added to "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 30:
[continued]
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o purchases by a retirement plan qualified under section 401(a) if the
retirement plan has total plan assets of $500,000 or more.
6. In the second paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 31 the first sentence is replaced by the
following:
The Distributor pays dealers of record commission on those purchases in an
amount equal to (i) 1.0% for non-Retirement Plan accounts, and (ii) for
Retirement Plan accounts, 1.0% of the first $2.5 million, plus 0.50% of the next
$2.5 million, plus 0.25% of purchases over $5 million, calculated on a calendar
year basis.
7. In the third paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 31, the first sentence is replaced by the
following:
If you redeem any of those shares purchased prior to May 1, 1997, within 18
months of the end of the calendar month of their purchase, a contingent deferred
sales charge (called the "Class A contingent deferred sales charge") may be
deducted from the redemption proceeds. A Class A contingent deferred sales
charge may be deducted from the redemption proceeds of any of those shares
purchased on or after May 1, 1997 that are redeemed within 12 months of the end
of the calendar month of their purchase.
8. The third sentence of the second paragraph of "Reduced Sales Charges for
Class A Share Purchases - Right of Accumulation" on page 32 is replaced by the
following: "The Distributor will add the value, at current offering price, of
the shares you previously purchased and currently own to the value of current
purchases to determine the sales charge rate that applies."
9. The third sub-paragraph in "Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 34 is replaced by the following:
o if, at the time of purchase of shares (prior to May 1, 1997) the
dealer agreed in writing to accept the dealer's portion of the sales commission
[continued]
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in installments of 1/18th of the commission per month (and no further commission
will be payable if the shares are redeemed within 18 months of purchase);
o if, at the time of purchase of shares (on or after May 1, 1997) the
dealer agrees in writing to accept the dealer's portion of the sales commission
in installments of 1/12th of the commission per month (and no further commission
will be payable if the shares are redeemed within 12 months of purchase);
10. The following subparagraphs are added at the end of "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on page 34:
o for distributions from Retirement Plans having 500 or more eligible
participants, except distributions due to termination of all of the Oppenheimer
funds as an investment option under the Plan; and
o for distributions from 401(k) plans sponsored by broker-dealers that
have entered into a special agreement with the Distributor allowing this waiver.
11. The following sentence is added to the end of the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 37:
If a dealer has a special agreement with the Distributor, the
Distributor will pay the Class B service fee and the asset-based sales
charge to the dealer quarterly in lieu of paying the sales commission
and service fee advance at the time of purchase.
12. The following is added as a new penultimate sentence to the sixth paragraph
of "Distribution and Service Plans for Class B and Class C shares" on page 37:
If a dealer has a special agreement with the Distributor, the Distributor shall
pay the Class C service fee and asset-based sales charge to the dealer
[continued]
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quarterly in lieu of paying the sales commission and service fee advance at
the time of purchase.
13. The introductory phrase in the fifth sub-paragraph of "Waivers for
Redemptions of Shares in Certain Cases" in "Waivers of Class B and Class C Sales
Charges" on page 38 is replaced with the following and a new sub-section (6) is
added as follows:
o distributions from OppenheimerFunds prototype 401(k) plans and
from certain Massachusetts Mutual Life Insurance Company prototype
401(k) plans . . . or (6) for loans to participants or beneficiaries.
14. The following sub-paragraph is added at the end of "Waivers of Class B and
Class C Sales Charges" on page 39:
o Distributions from 401(k) plans sponsored by broker-dealers that have
entered into a special agreement with the Distributor allowing this waiver.
15. The section captioned "Special Investor Services" on page 39 is revised by
adding the following after the sub-section captioned "PhoneLink":
Shareholder Transactions by Fax. Beginning May 30, 1997, requests for certain
account transactions may be sent to the Transfer Agent by fax (telecopier).
Please call 1-800-525-7048 for information about which transactions are
included. Transaction requests submitted by fax are subject to the same rules
and restrictions as written and telephone requests described in this Prospectus.
May 1, 1997 PS0855.009
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