OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
Supplement dated January 5, 1999 to the
Prospectus dated January 26, 1998
The Prospectus is changed as follows:
1. This supplement replaces the November 11, 1998 Supplement.
2. Footnote number 1 under the table entitled "Shareholder Transaction Expenses"
on page 3 is modified 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 33) in Class A shares, you may have to pay a sales charge
of up to 1% if you sell your shares within 18 calendar months from the end
of the calendar month during which you purchased those shares. See "How to
Buy Shares -- Buying Class A Shares," below.
3. The third sentence of the paragraph titled "Who Manages the Fund" on page 6
is modified to read as follows:
The Fund is managed by John S. Kowalik, Leslie Falconio and Gina Palmieri,
who are employed by the Manager and are primarily responsible for the
selection of the Fund's securities.
4. The sub-paragraph entitled "Futures" in the section entitled "Investment
Techniques and Strategies" on page 18 is modified to read as follows:
|_| Futures. The Fund may buy and sell futures contracts that relate to
interest rates (these are referred to as Interest Rate Futures). Interest Rate
Futures are described in "Hedging" in the Statement of Additional Information.
5. The paragraph titled "Portfolio Manager" on page 21 is replaced in its
entirety with the following:
|X| Portfolio Managers. The Fund is managed by John S. Kowalik, Leslie
Falconio and Gina Palmieri. Mr. Kowalik, who became the lead portfolio
manager of the Fund on October 27, 1998, is a Vice President of the Fund and
a Senior Vice President of the
<PAGE>
(continued)
Manager. Prior to joining the Manager in July 1998, he was Managing Director
and senior portfolio manager at Prudential Investments Global Fixed Income
Group (1989 - 1998).
Ms. Falconio and Ms. Palmieri are Assistant Vice Presidents of the Manager
and have been associate portfolio managers of the Fund since December 1996.
Prior to joining the manager in December 1995, Ms. Falconio was a co-manager of
the short and intermediate government funds at Prudential Funds (May 1995 -
November 1995) and a member of the portfolio management team for mortgage-backed
securities at MetLife Investments (1992 - April 1995). Before joining the
Manager in March 1994, Ms. Palmieri was a member of the portfolio management
team for mortgage-backed securities at MetLife Investments (1992 - February
1994). Each portfolio manager holds similar positions with other Oppenheimer
funds.
6. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 28 is modified to read as
follows:
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 18 months of buying them, you may pay a
contingent deferred sales charge, described below.
7. The fourth sub-paragraph of the section entitled "Buying Class A Shares-Class
A Contingent Deferred Sales Charge" on page 33 is modified to read as follows:
|_| purchases by a retirement plan qualified under Section 401(a) or
401(k) if the retirement plan has total assets of $500,000 or more.
8. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent Deferred Sales Charge" on page 33 are
modified to read as follows:
If you redeem any Class A shares subject to the contingent deferred sales
charge described above 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 different holding period may apply to shares purchased prior
to June 1, 1998.)
(continued)
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-3-
9. The second sentence of the fifth paragraph of the section entitled "Buying
Class A Shares-Class A Contingent Deferred Sales Charge" on page 34 is modified
to read as follows:
However, if the shares acquired by exchange are redeemed within 18 months
of the end of the calendar month of the purchase of the exchanged shares,
the contingent deferred sales charge will apply. (A different holding
period may apply to shares purchased prior to June 1, 1998.)
10. The paragraph entitled "Special Arrangements With Dealers" on page 34 is
hereby deleted.
11. The following sub-paragraphs of the section entitled "Waivers of Class A
Contingent Deferred Sales Charges for Certain Redemptions" on page 37 are
deleted:
|_| 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 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).
|_| if, at the time of purchase of shares (if purchased during the
period May 1, 1997 through December 31, 1997) the dealer agreed 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).
12. The paragraph entitled "OppenheimerFunds Internet Web Site" in the section
entitled "Special Investor Services" on page 43 is modified to read as follows:
OppenheimerFunds Internet Web Site. Information about the Fund, including
your account balance, daily share prices, market and Fund portfolio
information, may be obtained by visiting the OppenheimerFunds Internet Web
Site, at the following Internet address: http://www.oppenheimerfunds.com.
Additionally, certain account transactions may be requested by any
shareholder listed in the registration on an account as well as by the
dealer representative of record, through a special section of that Web
Site. To access that section of the Web Site, you must first obtain a
personal identification number ("PIN") by calling OppenheimerFunds
PhoneLink at 1-800-533-3310. If you do not wish to have Internet account
transactions capability for your account, please call our customer service
representatives at 1-800-525-7048. To find out more information about
Internet transactions and procedures, please visit the Web Site.
January 4, 1999 PS0855.015
OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
Supplement dated January 5, 1999 to the
Statement of Additional Information dated January 26, 1998
The Statement of Additional Information is revised as follows:
1. This supplement replaces the November 11, 1998.
2. The following biographical information is added in the subsection titled
"Trustees and Officers of the Fund" on page 19, directly below the
biographical information for Andrew J. Donohue.
John S. Kowalik, Vice President and Portfolio Manager; Age 41 Two World
Trade Center, New York 10048 Senior Vice President of the Manager (since
July 1998); an officer of other Oppenheimer funds; formerly Managing
Director and senior portfolio manager at Prudential Investments Global
Fixed Income Group
(1989 - 1998).
3. The following biographical information is added directly below the
biographical information for John S. Kowalik.
Leslie Falconio, Associate Portfolio Manager; Age 33
Two World Trade Center, New York 10048
Assistant Vice President of the Manager (since November 1996); an analyst
with the Manager since December 1995; formerly a co-manager of the short
and intermediate government funds at Prudential Funds (May 1995 - November
1995) and a member of the portfolio management team for mortgage-backed
securities at MetLife Investments (1992 - April 1995).
Gina Palmieri, Associate Portfolio Manager; Age 38
Two World Trade Center, New York 10048
Assistant Vice President of the Manager (since November 1996); an analyst
with the Manager since March 1994; formerly a member of the portfolio
management team for mortgage-backed securities at MetLife Investments
(1992 - February 1994).
4. The biographical information relating to Jerry A. Webman on page 19 is
deleted from the subsection titled "Trustees and Officers of the Fund."
(continued)
<PAGE>
5. The text for the section titled "Portfolio Management" on page 21, is
replaced in its entirety with the following:
The portfolio managers of the Fund are employed by the Manager and are the
persons who are principally responsible for the day-to-day management of the
Fund's portfolio.
6. The second and third sentences of the fifth paragraph in the section entitled
"How to Exchange Shares" on page 46 are modified to read as follows and moved to
the end of the third paragraph in the section entitled "How To Exchange Shares:"
However, shares of Oppenheimer Money Market Fund, Inc. purchased with the
redemption proceeds of shares of other mutual funds (other than funds managed by
the Manager or its subsidiaries) redeemed within the 30 days prior to that
purchase may subsequently be exchanged for shares of other Oppenheimer funds
without being subject to an initial or contingent deferred sales charge,
whichever is applicable. To qualify for that privilege, the investor or the
investor's dealer must notify the Distributor of eligibility for this privilege
at the time the shares of Oppenheimer Money Market Fund, Inc. are purchased,
and, if requested, must supply proof of entitlement to this privilege.
7. The following sentences are added as the second and third sentences of the
fifth paragraph in the section entitled "How to Exchange Shares" on page 46:
However, if you redeem Class A shares of the Fund that were acquired by
exchange of Class A shares of other Oppenheimer funds purchased subject to a
Class A contingent deferred sales charge within 18 months of the end of the
calendar month of the purchase of the exchanged Class A shares, the Class A
contingent deferred sales charge is imposed on the redeemed shares (see "Class A
Contingent Deferred Sales Charge" in the Prospectus). (A different holding
period may apply to shares purchased prior to June 1, 1998). The Class B
contingent deferred sales charge is imposed on Class B shares acquired by
exchange if they are redeemed within six years of the initial purchase of the
exchanged Class B shares.
January 4, 1999
PX0855.009
