Oppenheimer LTD Term Government Fund PRE 14A Preliminary proxy

SCHEDULE 14A
Information Required in Proxy Statement
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

Filed by the Registrant / X /
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ X / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-12

OPPENHEIMER LIMITED-TERM GOVERNMENT FUND

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if Other than Registrant)

Payment of Filing Fee (Check the appropriate box):

/ X / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.: Schedule 14A

(3) Filing Party: Denis R. Molleur

(4) Date Filed: July 22, 2003

John V. Murphy
President & OppenheimerFunds Logo
Chief Executive Officer OppenheimerFunds, Inc.
498 Seventh Avenue,
10th Floor
New York, NY 10018
www.oppenheimerfunds.com

August 22, 2003

Dear Oppenheimer Limited-Term Government Fund Shareholder,

We have scheduled a shareholder meeting on October 3, 2003 for you to decide
upon some important proposals for the Fund. Your ballot card and a detailed
statement of the issues are enclosed with this letter.

Your Board of Trustees believes the matters being proposed for approval are
in the best interests of the Fund and its shareholders and recommends a vote
"for" the election of Trustees and for each Proposal. Regardless of the
number of shares you own, it is important that your shares be represented and
voted. So we urge you to consider these issues carefully and make your vote
count.

How do you vote?

To cast your vote, simply mark, sign and date the enclosed proxy ballot and
return it in the postage-paid envelope today. You also may vote by telephone
by following the instructions on the proxy ballot. Using a touch-tone
telephone to cast your vote saves you time and helps reduce the Fund's
expenses. If you vote by phone, you do not need to mail the proxy ballot.

Remember, it can be expensive for the Fund--and ultimately for you as a
shareholder--to remail ballots if not enough responses are received to
conduct the meeting. If your vote is not received before the scheduled
meeting, you may receive a telephone call asking you to vote.

What are the issues?

o Election of Trustees. You are being asked to consider and approve the
election of eleven Trustees. You will find detailed information on the
Trustees in the enclosed proxy statement

o Approval of Elimination of a Fundamental Investment Policy. Your
approval is requested to eliminate a fundamental investment policy of the
Fund, and replace it with a non-fundamental policy.

Please read the enclosed proxy statement for complete details on these
proposals. Of course, if you have any questions, please contact your
financial advisor, or call us at 1.800.708.7780. As always, we appreciate
your confidence in OppenheimerFunds and look forward to serving you for many
years to come.

Sincerely,
John V. Murphy signature

Enclosures
XP0855.002.0803

PROXY CARD OPPENHEIMER LIMITED-TERM GOVERNMENT FUND PROXY CARD

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 3, 2003

The undersigned, revoking prior proxies, hereby appoints Brian Wixted,
Connie Bechtolt, Philip Vottiero, Kathleen Ives and Philip Masterson, and each
of them, as attorneys-in-fact and proxies of the undersigned, with full power of
substitution, to vote shares held in the name of the undersigned on the record
date at the Special Meeting of Shareholders of Oppenheimer Limited-Term
Government Fund (the "Fund") to be held at 6803 South Tucson Way, Centennial,
Colorado, 80112, on October 3, 2003, at 1:00 P. M. Mountain time, or at any
adjournment thereof, upon the proposals described in the Notice of Meeting and
accompanying Proxy Statement, which have been received by the undersigned.

This proxy is solicited on behalf of the Fund's Board of Trustees, and all
proposals (set forth on the reverse side of this proxy card) have been proposed
by the Board of Trustees. When properly executed, this proxy will be voted as
indicated on the reverse side or "FOR" a proposal if no choice is indicated. The
proxy will be voted in accordance with the proxy holders' best judgment as to
any other matters that may arise at the Meeting.

VOTE VIA THE TELEPHONE:
1-866-241-6192
CONTROL NUMBER: 999 9999 9999
999

Note: Please sign this proxy
exactly as your name or names
appear hereon. Each joint owner
should sign. Trustees and other
fiduciaries should indicate the
capacity in which they sign. If
a corporation, partnership or
other entity, this signature
should be that of a duly
authorized individual who should
state his or her title.

Signature

Signature of joint owner, if any

Date
OLT_13439

PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: [ ]

1. To elect a Board of Trustees:

01 James C. Swain 02 John V. Murphy 03 William L. Armstrong
04 Robert G. Avis 05 George C. Bowen 06 Edward L. Cameron
07 Jon S. Fossel 08 Sam Freedman 09 Beverly L. Hamilton
10 Robert J. Malone 11 F. William Marshall, Jr. ]

FOR WITHHOLD FOR ALL
ALL AUTHORITY FOR ALL EXCEPT

[ ] [ ] [ ] 1.

If you wish to withhold authority to vote your shares "FOR" a particular
nominee, mark the "FOR ALL EXCEPT" box and write the nominee's number(s) on
the line provided below. Your shares will be voted "FOR" any remaining
nominee(s).

- -------------------------------------------------------------------------------

2. To approve the elimination of the Fund's fundamental investment policy on
Investing in U.S. Government securities.

FOR AGAINST ABSTAIN

[ ] [ ] [ ] 2.

Preliminary Proxy Statement

OPPENHEIMER LIMITED-TERM
GOVERNMENT FUND

6803 South Tucson Way, Centennial, CO 80112

Notice Of Special Meeting Of Shareholders
To Be Held October 3, 2003

To The Shareholders of Oppenheimer Limited-Term Government Fund:

Notice is hereby given that a Special Meeting of the Shareholders (the
"Meeting") of Oppenheimer Limited-Term Government Fund (the "Fund") will be
held at 6803 South Tucson Way, Centennial, Colorado, 80112, at 1:00 P.M.
Mountain time, on October 3, 2003 and any adjustments thereof.

During the Meeting, shareholders of the Fund will vote on the following
proposals:

1. To elect a Board of Trustees;

2. To approve the elimination of the Fund's fundamental investment policy
on investing in U.S. government securities;

3. To transact such other business as may properly come before the
Meeting, or any adjournments thereof.

Shareholders of record at the close of business on August 1, 2003 are
entitled to vote at the Meeting. The proposals are more fully discussed in
the attached Proxy Statement. Please read it carefully before telling us,
through your proxy or in person, how you wish your shares to be voted. The
Board of Trustees of the Fund recommends a vote to elect each of the nominees
as Trustee and in favor of each proposal. WE URGE YOU TO MARK, SIGN, DATE AND
MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Trustees,

Robert G. Zack, Secretary
August 20, 2003

PLEASE RETURN YOUR PROXY BALLOT PROMPTLY.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

855

TABLE OF CONTENTS

Page

Questions and Answers

Proxy Statement

Proposal 1: To Elect a Board of Trustees

Proposal 2: To approve the elimination of the Fund's fundamental investment
policy on investing in U.S. government securities

Information About the Fund

Further Information About Voting and the Meeting

Other Matters

OPPENHEIMER LIMITED-TERM
GOVERNMENT FUND

6803 South Tucson Way, Centennial, CO 80112

PROXY STATEMENT

QUESTIONS AND ANSWERS

Q. Who is Asking for My Vote?

A. The Trustees of Oppenheimer Limited-Term Government Fund (the "Fund") have
asked that you vote on two matters at the Special Meeting of Shareholders
to be held on October 3, 2003.

Q. Who is Eligible to Vote?

A. Shareholders of record at the close of business on August 1, 2003 are
entitled to vote at the Meeting or any adjournment of the Meeting.
Shareholders are entitled to cast one vote per share (and a fractional
vote for a fractional share) for each matter presented at the Meeting. It
is expected that the Notice of Meeting, Proxy Ballot and Proxy Statement
will be mailed to shareholders of record on or about August 22, 2003.

Q. On What Matters Am I Being Asked to Vote?

A. You are being asked to vote on the following proposals:

1. To elect a Board of Trustees; and

2. To approve the elimination of the Fund's fundamental investment policy
on investing in U.S. government securities.

Q. How do the Trustees Recommend that I Vote?

A. The Trustees recommend that you vote:

1. FOR election of all nominees as Trustees; and

2. FOR the elimination of the Fund's fundamental investment policy on
investing in U.S. government securities.

Q. What are the Reasons for the Proposed Change to the Fund's Fundamental
Investment Policy Concerning Investing in U.S. Government Securities?

A. The Fund has a fundamental investment policy that requires it to invest
its assets only in obligations issued or guaranteed by the U.S. government
or its agencies and instrumentalities, repurchase agreements on those
securities and hedging instruments approved by the Fund's Board of
Trustees. That policy has hindered the Fund's ability to seek competitive
yields as many of the Fund's top competitors are required to invest only
80% of their assets in U.S. government securities, with the remainder in
corporate bonds and other fixed-income securities.

Q. How Can I Vote?

A. You can vote in three (3) different ways:

o By mail, with the enclosed ballot
o In person at the Meeting (if you are a record owner)
o By telephone (please see the insert for instructions)

Voting by telephone is convenient and can help reduce the Fund's expenses.
Whichever method you choose, please take the time to read the full text of
the proxy statement before you vote.

Please be advised that the deadline for voting by telephone is 3:00 P.M.
Eastern time ("ET") on the last business day before the Meeting.

Q. How Will My Vote Be Recorded?

A. Proxy ballots that are properly signed, dated and received at or prior
to the Meeting, or any adjournment thereof, will be voted as specified. If
you specify a vote for any of the proposals, your proxy will be voted as
indicated. If you sign and date the proxy ballot, but do not specify a
vote for one or more of the proposals, your shares will be voted in favor
of the Trustees' recommendations. Telephonic votes will be recorded
according to the telephone voting procedures described in the "Further
Information About Voting and the Meeting" section of the Proxy Statement.

How Can I Revoke My Proxy?

A. You may revoke your proxy at any time before it is voted by forwarding a
written revocation or a later-dated proxy ballot to the Fund that is
received at or prior to the Meeting, or any adjournment thereof, or by
attending the Meeting, or any adjournment thereof, and voting in person
(if you are a record owner). Please be advised that the deadline for
revoking your proxy by telephone is 3:00 P.M. (ET) on the last business
day before the Meeting.

Q. How Can I Get More Information About the Fund?

A. Copies of the Fund's Annual Report dated September 30, 2002 and
Semi-Annual Report dated March 31, 2003 have previously been mailed to
Shareholders. If you would like to have copies of the Fund's most recent
Annual or Semi-Annual Reports sent to you free of charge, please call us
toll-free at 1.800.708.7780, write to the Fund at OppenheimerFunds
Services, P.O. Box 5270, Denver, Colorado 80217-5270 or visit the
Oppenheimer funds website at www.oppenheimerfunds.com.

Q. Whom Do I Call If I Have Questions?

A. Please call us at 1.800.708.7780.

The proxy statement is designed to furnish shareholders with the information
necessary to vote on the matters coming before the Meeting. If you have any
questions, please call us at 1.800.708.7780.

OPPENHEIMER LIMITED-TERM
GOVERNMENT FUND

6803 South Tucson Way, Centennial, CO 80112

PROXY STATEMENT

Special Meeting of Shareholders
To Be Held October 3, 2003

This statement is furnished to the shareholders of Oppenheimer Limited-Term
Government Fund (the "Fund") in connection with the solicitation by the
Fund's Board of Trustees of proxies to be used at a special meeting of
shareholders (the "Meeting") to be held at 6803 South Tucson Way, Centennial,
Colorado, 80112, at 1:00 P.M. Mountain time, on October 3, 2003, or any
adjournment thereof. It is expected that the mailing of this Proxy Statement
will be made on or about August 22, 2003.

SUMMARY OF PROPOSALS

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Proposal Shareholders Voting
- -------------------------------------------------------------------------------
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1. To Elect a Board of Trustees All
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- -------------------------------------------------------------------------------
2. To Approve the Elimination of the Fund's All
Fundamental Investment Policy on Investing in
U.S. Government Securities
- -------------------------------------------------------------------------------

PROPOSAL 1: ELECTION OF TRUSTEES

At the Meeting, eleven (11) Trustees are to be elected. If elected, the
Trustees will serve indefinite terms until their successors are properly
elected and qualified. The persons named as attorneys-in-fact in the enclosed
proxy have advised the Fund that, unless a proxy ballot instructs them to
withhold authority to vote for all listed nominees or any individual nominee,
all validly executed proxies will be voted for the election of all of the
nominees named below.

As a Massachusetts business trust, the Fund is not required, and does not
intend, to hold annual shareholder meetings for the purpose of electing
Trustees. As a result, if elected, the Trustees will hold office until their
successors are duly elected and shall have qualified. If a nominee should be
unable to accept election, serve his or her term or resign, the Board of
Trustees may, subject to the Investment Company Act of 1940 (referred to in
this proxy statement as the "Investment Company Act"), in its discretion,
select another person to fill the vacant position.

Although the Fund will not normally hold annual meetings of its shareholders,
it may hold shareholder meetings from time to time on important matters, and
shareholders have the right to call a meeting to remove a Trustee or to take
other action described in the Fund's Declaration of Trust. Also, if at any
time, less than a majority of the Trustees holding office has been elected by
the shareholders, the Trustees then in office will promptly call a
shareholders' meeting for the purpose of electing Trustees.

Each of the nominees currently serves as a Trustee of the Fund. Each of the
nominees has consented to be named as such in this proxy statement and to
serve as Trustee if elected. All present Trustees of the Fund have previously
been elected by the Fund's shareholders, except for Mrs. Hamilton and Mr.
Malone who were appointed as Trustees effective June 1, 2002 and Mr. Murphy
who was appointed as a Trustee effective October 2001. Each of the Trustees
serves as trustee or director of other funds in the Oppenheimer family of
funds. The Oppenheimer funds on which each of the Trustees currently serves
are referred to as "Board II Funds" in this proxy statement.

Except for Mr. Murphy, each of the Trustees is an independent trustee of the
Fund ("Independent Trustee"). Mr. Murphy is an "Interested Trustee" (as that
term is defined in the Investment Company Act) of the Fund because he is
affiliated with OppenheimerFunds, Inc. (the "Manager") by virtue of his
positions as an officer and director of the Manager, and as a shareholder of
its parent company. Mr. Murphy was elected as a Trustee of the Fund with the
understanding that in the event he ceases to be the chief executive officer
of the Manager, he will resign as a trustee of the Fund and the other Board
II Funds for which he is a trustee or director.

The Fund's Trustees and length of service as well as their principal
occupations and business affiliations during the past five years are listed
below. The information for the Trustees also includes the dollar range of
shares of the Fund as well as the aggregate dollar range of shares
beneficially owned in any of the Oppenheimer funds overseen by the Trustees.

The address of each Trustee in the chart below is 6803 S. Tucson Way,
Centennial, CO 80112-3924. If elected, each Trustee serves for an indefinite
term, until his or her resignation, retirement, death or removal.

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Nominees for Independent Trustee
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Aggregate
Dollar
Range of
Shares
Beneficially
Name, Position(s) Principal Occupation(s) During Past Dollar Range Owned in the
Held with Fund, 5 Years; Other Trusteeships/ of Shares Board II
Length of Service Directorships Held by Nominee; Beneficially Funds
(as applicable) Fund Number of Portfolios in Fund Complex Owned in the Overseen by
and Age Currently Overseen by Nominee or Trustee Fund Nominee
- ----------------------------------------------------------------------------------
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As of May 23, 2003
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
James C. Swain, Formerly, Chief Executive Officer $0 Over
Chairman and (until August 27, 2002) of the Board $100,000
Trustee since 1990 II Funds, Vice Chairman (until
Age: 69 January 2, 2002) of the Manager and
President and a director (until
1997) of Centennial Asset Management
Corporation (a wholly-owned
investment advisory subsidiary of
the Manager). Oversees 43 portfolios
in the OppenheimerFunds complex.
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- ----------------------------------------------------------------------------------
William L. Chairman of the following private $0 $50,001-
Armstrong, mortgage banking companies: Cherry $100,000
Vice Chairman and Creek Mortgage Company (since 1991),
Trustee since 1999 Centennial State Mortgage Company
Age: 66 (since 1994), The El Paso Mortgage
Company (since 1993), Transland
Financial Services, Inc. (since
1997); Chairman of the following
private companies: Great Frontier
Insurance (insurance agency) (since
1995), Ambassador Media Corporation
and Broadway Ventures (since 1984);
a director of the following public
companies: Helmerich & Payne, Inc.
(oil and gas drilling/production
company) (since 1992) and
UNUMProvident (insurance company)
(since 1991). Mr. Armstrong is also
a Director/Trustee of Campus Crusade
for Christ and the Bradley
Foundation. Formerly a director of
the following: Storage Technology
Corporation (a publicly-held
computer equipment company)
(1991-February 2003), and
International Family Entertainment
(television channel) (1992-1997),
Frontier Real Estate, Inc.
(residential real estate brokerage)
(1994-1999), and Frontier Title
(title insurance agency) (1995-June
1999); a U.S. Senator (January
1979-January 1991). Oversees 43
portfolios in the OppenheimerFunds
complex.
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Robert G. Avis, Formerly, Director and President of $0 Over
Trustee since 1993 A.G. Edwards Capital, Inc. (General $100,000
Age: 72 Partner of private equity funds)
(until February 2001); Chairman,
President and Chief Executive
Officer of A.G. Edwards Capital,
Inc. (until March 2000); Vice
Chairman and Director of A.G.
Edwards, Inc. and Vice Chairman of
A.G. Edwards & Sons, Inc. (its
brokerage company subsidiary) (until
March 1999); Chairman of A.G.
Edwards Trust Company and A.G.E.
Asset Management (investment
advisor) (until March 1999); and a
Director (until March 2000) of A.G.
Edwards & Sons and A.G. Edwards
Trust Company. Oversees 43
portfolios in the OppenheimerFunds
complex.
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- ----------------------------------------------------------------------------------
George C. Bowen, Formerly (until April 1999): Senior $10,001- Over
Trustee since 1998 Vice President (from September 1987) $50,000 $100,000
Age: 66 and Treasurer (from March 1985) of
the Manager; Vice President (from
June 1983) and Treasurer (since
March 1985) of OppenheimerFunds
Distributor, Inc. (a subsidiary of
the Manager); Senior Vice President
(since February 1992), Treasurer
(since July 1991) Assistant
Secretary and a director (since
December 1991) of Centennial Asset
Management Corporation; Vice
President (since October 1989) and
Treasurer (since April 1986) of
HarbourView Asset Management
Corporation (an investment advisory
subsidiary of the Manager);
President, Treasurer and a director
(June 1989-January 1990) of
Centennial Capital Corporation (an
investment advisory subsidiary of
the Manager); Vice President and
Treasurer (since August 1978) and
Secretary (since April 1981) of
Shareholder Services, Inc. (a
transfer agent subsidiary of the
Manager); Vice President, Treasurer
and Secretary (since November 1989)
of Shareholder Financial Services,
Inc. (a transfer agent subsidiary of
the Manager); Assistant Treasurer
(since March 1998) of Oppenheimer
Acquisition Corp. (the Manager's
parent corporation); Treasurer
(since November 1989) of Oppenheimer
Partnership Holdings, Inc. (a
holding company subsidiary of the
Manager); Vice President and
Treasurer (since July 1996) of
Oppenheimer Real Asset Management,
Inc. (an investment advisory
subsidiary of the Manager); Chief
Executive Officer and director
(since March 1996) of MultiSource
Services, Inc. (a broker-dealer
subsidiary of the Manager);
Treasurer (since October 1997) of
OppenheimerFunds International Ltd.
and Oppenheimer Millennium Funds plc
(offshore fund management
subsidiaries of the Manager).
Oversees 43 portfolios in the
OppenheimerFunds complex.
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- ----------------------------------------------------------------------------------
Edward L. Cameron, A member of The Life Guard of Mount $0 $50,001-
Trustee since 2001 Vernon, George Washington's home $100,000
Age: 64 (since June 2000). Formerly (March
2001 - May 2002) Director of Genetic
ID, Inc. and its subsidiaries (a
privately held biotech company); a
partner with PricewaterhouseCoopers
LLP (from 1974-1999) (an accounting
firm) and Chairman (from 1994-1998),
Price Waterhouse LLP Global
Investment Management Industry
Services Group. Oversees 43
portfolios in the OppenheimerFunds
complex.
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Jon S. Fossel, Chairman and Director (since 1998) $0 Over
Trustee since 1990 of Rocky Mountain Elk Foundation (a $100,000
Age: 61 not-for-profit foundation); and a
director (since October 1999) of
P.R. Pharmaceuticals (a privately
held company) and UNUMProvident (an
insurance company) (since June 1,
2002). Formerly Chairman and a
director (until October 1996) and
President and Chief Executive
Officer (until October 1995) of the
Manager; President, Chief Executive
Officer and a director of
Oppenheimer Acquisition Corp.,
Shareholders Services Inc. and
Shareholder Financials Services,
Inc. (until October 1995). Oversees
43 portfolios in the
OppenheimerFunds complex.
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Sam Freedman, Director of Colorado Uplift (a $0 Over
Trustee since 1996 non-profit charity) (since September $100,000
Age: 62 1984). Formerly (until October 1994)
Mr. Freedman held several positions
in subsidiary or affiliated
companies of the Manager. Oversees
43 portfolios in the
OppenheimerFunds complex.
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Beverly L. Trustee (since 1996) of MassMutual $0 $10,001-
Hamilton, Institutional Funds and of MML $50,000
Trustee since 2002 Series Investment Fund (open-end
Age: 56 investment companies); Director of
MML Services (since April 1987) and
America Funds Emerging Markets
Growth Fund (since October 1991)
(both are investment companies), The
California Endowment (a philanthropy
organization) (since April 2002),
and Community Hospital of Monterey
Peninsula, (since February 2002); a
trustee (since February 2000) of
Monterey International Studies (an
educational organization), and an
advisor to Unilever (Holland)'s
pension fund and to Credit Suisse
First Boston's Sprout venture
capital unit. Mrs. Hamilton also is
a member of the investment
committees of the Rockefeller
Foundation, the University of
Michigan and Hartford Hospital.
Formerly, President (February
1991-April 2000) ARCO Investment
Management Company. Oversees 42
portfolios in the OppenheimerFunds
complex.
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Robert J. Malone, Director (since 2001) of Jones $10,001- Over
Trustee since 2002 Knowledge, Inc. (a privately held $50,000 $100,000
Age: 58 company), U.S. Exploration, Inc.,
(since 1997), Colorado UpLIFT (a
non-profit organization) (since
1986) and a trustee of the Gallagher
Family Foundation (non-profit
organization) (since 2000).
Formerly, Chairman of U.S. Bank (a
subsidiary of U.S. Bancorp and
formerly Colorado National Bank,)
(July 1996-April 1, 1999) and a
director of Commercial Assets, Inc.
(a REIT) (1993-2000). Oversees 42
portfolios in the OppenheimerFunds
complex.
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
F. William Trustee (since 1996) of MassMutual $0 Over
Marshall, Jr., Institutional Funds and of MML $100,000
Trustee since 2001 Series Investment Fund (open-end
Age: 61 investment companies); Trustee
(since 1987), Chairman of the Board
(since 2003) and Chairman of the
investment committee (since 1994)
for the Worcester Polytech
Institute; President and Treasurer
(since January 1999) of the SIS Fund
(a private not for profit charitable
fund); Trustee (since 1995) of the
Springfield Library and Museum
Association; Trustee (since 1996) of
the Community Music School of
Springfield. Formerly, member of the
investment committee of the
Community Foundation of Western
Massachusetts (1998 - 2003);
Chairman (January 1999-July 1999) of
SIS & Family Bank, F.S.B. (formerly
SIS Bank); President, Chief
Executive Officer and Director (May
1993-December 1998) of SIS Bankcorp,
Inc. and SIS Bank (formerly
Springfield Institution for Savings)
and Executive Vice President
(January 1999-July 1999) of Peoples
Heritage Financial Group, Inc.
Oversees 43 portfolios in the
OppenheimerFunds complex.
- ----------------------------------------------------------------------------------

The address of Mr. Murphy in the chart below is 498 Seventh Avenue, New York,
NY 10018. If elected, Mr. Murphy will serve for an indefinite term, until his
resignation, retirement, death or removal.

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Nominee for Interested Trustee
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Aggregate
Dollar
Range of
Shares
Beneficially
Name, Position(s) Principal Occupation(s) During Past Dollar Range Owned in the
Held with Fund, 5 Years; Other Trusteeships/ of Shares Board II
Length of Service Directorships Held by Nominee; Beneficially Funds
(as applicable) Fund Number of Portfolios in Fund Complex Owned in the Overseen by
and Age Currently Overseen by Nominee or Trustee Fund Nominee

- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
As of May 23, 2003
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
John V. Murphy Chairman, Chief Executive Officer and $0 Over
President and director (since June 2001) and $100,000
Trustee, President (since September 2000) of
since 2001 the Manager; President and a director
Age: 54 or trustee of other Oppenheimer
funds; President and a director
(since July 2001) of Oppenheimer
Acquisition Corp. and of Oppenheimer
Partnership Holdings, Inc.; a
director (since November 2001) of
OppenheimerFunds Distributor, Inc.;
Chairman and a director (since July
2001) of Shareholder Services, Inc.
and of Shareholder Financial
Services, Inc.; President and a
director (since July 2001) of
OppenheimerFunds Legacy Program (a
charitable trust program established
by the Manager); a director of the
following investment advisory
subsidiaries of OppenheimerFunds,
Inc.: OFI Institutional Asset
Management, Inc. and Centennial Asset
Management Corporation (since
November 2001), HarbourView Asset
Management Corporation and OFI
Private Investments, Inc. (since July
2001); President (since November 1,
2001) and a director (since July
2001) of Oppenheimer Real Asset
Management, Inc.; a director (since
November 2001) of Trinity Investment
Management Corp. and Tremont
Advisers, Inc. (investment advisory
affiliates of the Manager); Executive
Vice President (since February 1997)
of Massachusetts Mutual Life
Insurance Company (the Manager's
parent company); a director (since
June 1995) of DLB Acquisition
Corporation (a holding company that
owns shares of David L. Babson &
Company, Inc.); formerly, Chief
Operating Officer (September
2000-June 2001) of the Manager;
President and trustee (November
1999-November 2001) of MML Series
Investment Fund and MassMutual
Institutional Funds (open-end
investment companies); a director
(September 1999-August 2000) of C.M.
Life Insurance Company; President,
Chief Executive Officer and director
(September 1999-August 2000) of MML
Bay State Life Insurance Company; a
director (June 1989-June 1998) of
Emerald Isle Bancorp and Hibernia
Savings Bank (a wholly-owned
subsidiary of Emerald Isle Bancorp).
Oversees 73 portfolios in the
OppenheimerFunds complex.
- ----------------------------------------------------------------------------------

A. General Information Regarding the Board of Trustees.

The Fund is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders. The Trustees meet periodically
throughout the year to oversee the Fund's activities, review its performance
and review the actions of the Manager, which is responsible for the Fund's
day-to-day operations. Six regular meetings of the Trustees were held during
the fiscal year ended September 30, 2002. Each of the incumbent Trustees was
present for at least 75% of the aggregate number of Board of Trustees
meetings and committees on which that Trustee served that were held during
the period.

B. Committees of the Board of Trustees.

The Board of Trustees has appointed standing Audit and Review Committees.
Both Committees are comprised of Independent Trustees only.

The members of the Audit Committee are Edward L. Cameron (Chairman), William
L. Armstrong, George C. Bowen and Robert J. Malone. The Audit Committee held
seven meetings during the fiscal year ended September 30, 2002. The Audit
Committee furnishes the Board with recommendations regarding the selection of
the Fund's independent auditors. Other main functions of the Audit Committee
include, but are not limited to: (i) reviewing the scope and results of
audits and the audit fees charged; (ii) reviewing reports from the Fund's
independent auditors regarding the Fund's internal accounting procedures and
controls; and (iii) establishing a separate line of communication between the
Fund's independent auditors and its Independent Trustees.

The Audit Committee's functions include selecting and nominating, to the full
Board, nominees for election as Trustees, and selecting and nominating
Independent Trustees for election. The Audit Committee may, but need not,
consider the advice and recommendation of the Manager and its affiliates in
selecting nominees. The full Board elects new Trustees except for those
instances when a shareholder vote is required.

To date, the Committee has been able to identify from its own resources an
ample number of qualified candidates. Nonetheless, shareholders may submit
names of individuals, accompanied by complete and properly supported resumes,
for the Audit Committee's consideration by mailing such information to the
Committee in care of the Fund. The Committee may consider such persons at
such time as it meets to consider possible nominees. The Committee, however,
reserves sole discretion to determine the candidates to present to the Board
and/or shareholders when it meets for the purpose of considering potential
nominees.

The members of the Review Committee are Jon S. Fossel (Chairman), Robert G.
Avis, Sam Freedman, Beverly L. Hamilton and F. William Marshall, Jr. The
Review Committee held seven meetings during the fiscal year ended September
30, 2002. Among other functions, the Review Committee reviews reports and
makes recommendations to the Board concerning the fees paid to the Fund's
transfer agent and the services provided to the Fund by the transfer agent.
The Review Committee also reviews the Fund's investment performance and
policies and procedures adopted by the Fund to comply with Investment Company
Act and other applicable law.

Based on the Audit Committee's recommendation, the Board of Trustees of the
Fund, including a majority of the Independent Trustees, at a meeting held
October 22, 2002, selected Deloitte & Touche LLP ("Deloitte") as auditors
of the Fund for the fiscal year beginning October 1, 2002. Deloitte also serves
as auditors for certain other funds for which the Manager acts as investment
advisor and provides certain auditing and non-auditing services for the
Manager and its subsidiaries.

1. Audit Fees.

During the fiscal years ended September 30, 2001 and September 30, 2002,
Deloitte performed audit services for the Fund including the audit of the
Fund's financial statements, review of the Fund's annual report and
registration statement amendment, consultation on financial accounting and
reporting matters and meetings with the Board of Trustees. The aggregate fees
billed by Deloitte for those services for the fiscal year ended September 30,
2001 were $24,000 and for the fiscal year ended September 30, 2002 were
$26,000.

2. All Other Fees.

The Audit Committee Charter for the Audit Committee of the Fund's Board of
Trustees provides that the Audit Committee shall have the authority to
pre-approve the performance by the auditors of any non-audit service,
including tax services, for a fund, if such service is not a prohibited
service under applicable law, and such pre-approval shall be required before
any such service may be performed for the Fund. There were no fees billed by
Deloitte for services rendered to the Fund other than the services described
above under "Audit Fees" for the fiscal year ended September 30, 2002. During
the fiscal years ended September 30, 2001 and 2002, Deloitte audited the
Manager's financial statements as well as the financial statements of the
Manager's parent company and certain affiliated companies that provide
ongoing services to the Fund. Deloitte was paid a total of $240,400 in 2001
and $282,800 in 2002 for those services. Additionally, Deloitte provided
certain tax accounting and other consulting services to the parent company of
the Manager. Deloitte was paid a total of $138,513 in 2001 and $77,900 in
2002 for those services. There were no other non-audit fees billed by
Deloitte for services rendered to the Manager, or any entity controlling,
controlled by or under common control with the Manager that provides ongoing
services to the Fund for the fiscal years ended September 30, 2001 or 2002.

The Audit Committee of the Fund's Board of Trustees considered whether the
provision of these non-audit services is compatible with maintaining
Deloitte's independence with respect to the audit services it provides to the
Fund and concluded that the provision of such services did not compromise
Deloitte's independence.

Representatives of Deloitte are not expected to be present at the Meeting but
will be available should any matter arise requiring their presence.

C. Additional Information Regarding Trustees.

The Fund's Independent Trustees are paid a retainer plus a fixed fee for
attending each meeting and are reimbursed for expenses incurred in connection
with attending such meetings. Each Board II Fund for which they serve as a
director or trustee pays a share of those expenses.

The officers of the Fund and one Trustee of the Fund (Mr. Murphy) are
affiliated with the Manager and receive no salary or fee from the Fund. The
remaining Trustees of the Fund received the compensation shown below from the
Fund with respect to the Fund's fiscal year ended September 30, 2002. The
compensation from all 43 of the Board II Funds (including the Fund)
represents compensation received for serving as a director or trustee and
member of a committee (if applicable) of the boards of those funds during the
calendar year 2002.

- -------------------------------------------------------------------------------
Total Compensation
Name of Trustee or Aggregate From Fund and Fund
Nominee and Other Fund Compensation Complex Paid to
Position(s) (as applicable) from Fund1 Trustee or Nominee*
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
James C. Swain $9,820 $177,996
Chairman of the Board of Trustees
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
William L. Armstrong $5,801 $92,076
Audit Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Robert G. Avis $5,844 $92,199
Review Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
George C. Bowen $5,586 $91,124
Audit Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Edward L. Cameron $5,575 $99,743
Audit Committee Chairman
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Jon S. Fossel $6,192 $94,590
Review Committee Chairman
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Sam Freedman $6,135 $92,199
Review Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Beverly L. Hamilton2 $2,156 $113,6593
Review Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Robert J. Malone2 $2,1564 $58,326
Audit Committee Member
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
F. William Marshall, Jr. $5,143 $138,1245
Review Committee Member
- -------------------------------------------------------------------------------

1. Aggregate Compensation from Fund includes fees and deferred compensation,
if any, for a Trustee.
2. Mrs. Hamilton and Mr. Malone were elected as Trustees of the Board II
Funds effective June 1, 2002. Compensation for Mrs. Hamilton and Mr. Malone
was paid by all the Board II Funds, with the exception of Oppenheimer Senior
Floating Rate Fund for which they currently do not serve as Trustees (total
of 42 Oppenheimer funds).
3. Includes $55,333 compensation (of which 100% was deferred under a deferred
compensation plan) paid to Mrs. Hamilton for serving as a trustee by two
open-end investment companies (MassMutual Institutional Funds and MML Series
Investment Fund) the investment adviser for which is the indirect parent
company of the Fund's Manager. The Manager also serves as the Sub-Advisor to
the MassMutual International Equity Fund, a series of MassMutual
Institutional Funds.
4. Includes $2,156 deferred under Deferred Compensation Plan described below.
5. Includes $47,000 compensation paid to Mr. Marshall for serving as a
trustee by two open-end investment companies (MassMutual Institutional Funds
and MML Series Investment Fund) the investment adviser for which is the
indirect parent company of the Fund's Manager. The Manager also serves as the
Sub-Advisor to the MassMutual International Equity Fund, a series of
MassMutual Institutional Funds.
* For purposes of this section only, "Fund Complex" includes the Oppenheimer
funds, MassMutual Institutional Funds and MML Series Investment Fund in
accordance with the instructions for Form N-1A. The Manager does not consider
MassMutual Institutional Funds and MML Series Investment Fund to be part of
the OppenheimerFunds "Fund Complex" as that term may be otherwise interpreted.

The Board of Trustees has adopted a Deferred Compensation Plan for
Independent Trustees that enables Trustees to elect to defer receipt of all
or a portion of the annual fees they are entitled to receive from the Fund.
Under the plan, the compensation deferred by a Trustee is periodically
adjusted as though an equivalent amount had been invested in shares of one or
more Oppenheimer funds selected by the Trustee. The amount paid to the
Trustee under the plan will be determined based upon the performance of the
selected funds. Deferral of Trustees' fees under the plan will not materially
affect the Fund's assets, liabilities or net income per share. The plan will
not obligate the Fund to retain the services of any Trustee or to pay any
particular amount of compensation to any Trustee.

D. Information regarding Officers.

Information is given below about the executive officers who are not Trustees
or nominees for Trustee of the Fund, including their business experience
during the past five years. Each officer holds the same offices with one or
more of the other funds in the OppenheimerFunds complex.

The address of the Officers in the chart below is as follows: for Messrs.
Molleur and Zack and Ms. Feld, 498 Seventh Avenue, New York, NY 10018, for
Messrs. Masterson, Vottiero and Wixted and Mses. Bechtolt and Ives, 6803 S.
Tucson Way, Centennial, CO 80112-3924 and for Mr. Manioudakis, 10 St. James
Avenue, Boston, MA 02116. Each Officer serves for an indefinite term until
his or her earlier resignation, death, disqualification or removal. In light
of Mr. Murphy's nomination as a trustee, his biographical information is
provided above.

- ---------------------------------------------------------------------------------
Name, Address, Age,
Position(s) Held with Fund
and Length of Service Principal Occupation(s) During Past 5 Years
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Angelo Manioudakis, Senior Vice President of the Manager (since
Vice President and Portfolio April 2002); an officer of 12 portfolios in the
Manager since 2002 OppenheimerFunds complex; formerly Executive
Age: 36 Director and portfolio manager for Miller,
Anderson & Sherrerd, a division of Morgan
Stanley Investment Management (August
1993-April 2002).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer (since
Treasurer since 1999 March 1999) of the Manager; Treasurer (since
Age: 43 March 1999) of HarbourView Asset Management
Corporation, Shareholder Services, Inc.,
Oppenheimer Real Asset Management Corporation,
Shareholder Financial Services, Inc.,
Oppenheimer Partnership Holdings, Inc., OFI
Private Investments, Inc. (since March 2000),
OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (offshore fund
management subsidiaries of the Manager) (since
May 2000) and OFI Institutional Asset
Management, Inc. (since November 2000);
Treasurer and Chief Financial Officer (since
May 2000) of Oppenheimer Trust Company (a trust
company subsidiary of the Manager); Assistant
Treasurer (since March 1999) of Oppenheimer
Acquisition Corp. and OppenheimerFunds Legacy
Program (since April 2000); formerly Principal
and Chief Operating Officer (March 1995-March
1999), Bankers Trust Company-Mutual Fund
Services Division. An officer of 89 portfolios
in the OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Connie Bechtolt, Assistant Vice President of the Manager (since
Assistant Treasurer since 2002 September 1998); formerly Manager/Fund
Age: 40 Accounting (September 1994-September 1998) of
the Manager. An officer of 89 portfolios in the
OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Philip Vottiero, Vice President/Fund Accounting of the Manager
Assistant Treasurer since 2002 (since March 2002); formerly Vice
Age: 40 President/Corporate Accounting of the Manager
(July 1999-March 2002) prior to which he was
Chief Financial Officer at Sovlink Corporation
(April 1996-June 1999). An officer of 89
portfolios in the OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert G. Zack, Senior Vice President (since May 1985) and
Vice President and Secretary General Counsel (since February 2002) of the
since 2001 Manager; General Counsel and a director (since
Age: 54 November 2001) of OppenheimerFunds Distributor,
Inc.; Senior Vice President and General Counsel
(since November 2001) of HarbourView Asset
Management Corporation; Vice President and a
director (since November 2000) of Oppenheimer
Partnership Holdings, Inc.; Senior Vice
President, General Counsel and a director
(since November 2001) of Shareholder Services,
Inc., Shareholder Financial Services, Inc., OFI
Private Investments, Inc., Oppenheimer Trust
Company and OFI Institutional Asset Management,
Inc.; General Counsel (since November 2001) of
Centennial Asset Management Corporation; a
director (since November 2001) of Oppenheimer
Real Asset Management, Inc.; Assistant
Secretary and a director (since November 2001)
of OppenheimerFunds International Ltd.; Vice
President (since November 2001) of
OppenheimerFunds Legacy Program; Secretary
(since November 2001) of Oppenheimer
Acquisition Corp.; formerly Acting General
Counsel (November 2001-February 2002) and
Associate General Counsel (May 1981-October
2001) of the Manager; Assistant Secretary of
Shareholder Services, Inc. (May 1985-November
2001), Shareholder Financial Services, Inc.
(November 1989-November 2001); OppenheimerFunds
International Ltd. and Oppenheimer Millennium
Funds plc (October 1997-November 2001). An
officer of 89 portfolios in the
OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Katherine P. Feld, Vice President and Senior Counsel (since July
Assistant Secretary since 2001 1999) of the Manager; Vice President (since
Age: 45 June 1990) of OppenheimerFunds Distributor,
Inc.; Director, Vice President and Assistant
Secretary (since June 1999) of Centennial Asset
Management Corporation; Vice President (since
1997) of Oppenheimer Real Asset Management,
Inc.; formerly Vice President and Associate
Counsel of the Manager (June 1990-July 1999).
An officer of 89 portfolios in the
OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathleen T. Ives, Vice President and Assistant Counsel (since
Assistant Secretary since 2001 June 1998) of the Manager; Vice President
Age: 37 (since 1999) of OppenheimerFunds Distributor,
Inc.; Vice President and Assistant Secretary
(since 1999) of Shareholder Services, Inc.;
Assistant Secretary (since December 2001) of
OppenheimerFunds Legacy Program and Shareholder
Financial Services, Inc.; formerly Assistant
Vice President and Assistant Counsel of the
Manager (August 1997-June 1998); Assistant
Counsel of the Manager (August 1994-August
1997). An officer of 89 portfolios in the
OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Philip T. Masterson, Vice President and Assistant Counsel of the
Assistant Secretary since 2002 Manager (since July 1998); formerly, an
Age: 39 associate with Davis, Graham, & Stubbs LLP
(January 1997-June 1998). An officer of 89
portfolios in the OppenheimerFunds complex.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Denis R. Molleur, Vice President and Senior Counsel of the
Assistant Secretary since 2001 Manager (since July 1999); formerly a Vice
Age: 45 President and Associate Counsel of the Manager
(September 1995-July 1999). An officer of 82
portfolios in the OppenheimerFunds complex.
- ---------------------------------------------------------------------------------

All officers serve at the pleasure of the Board. As of __________, 2003, the
Trustees, nominees for Trustee and officers, individually and as a group,
beneficially owned ____________ shares [or less than 1%] of the outstanding
Class A shares and no Class B, Class C, Class N or Class Y shares of the
Fund. The foregoing statement does not reflect ownership of shares of the
Fund held of record by an employee benefit plan for employees of the Manager,
other than the shares beneficially owned under the plan by the officers of
the Fund listed above. In addition, each Independent Trustee, and his or her
family members, do not own securities of either the Manager or
OppenheimerFunds Distributor, Inc. (the "Distributor" of the Board II Funds)
or any person directly or indirectly controlling, controlled by or under
common control with the Manager or Distributor.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION OF EACH NOMINEE AS TRUSTEE

PROPOSAL 2: TO APPROVE THE ELIMINATION OF THE FUND'S FUNDAMENTAL INVESTMENT
POLICY ON INVESTING IN U.S. GOVERNMENT SECURITIES

The Fund, as a matter of fundamental policy, invests only in obligations
issued or guaranteed by the U.S. government or its agencies and
instrumentalities, repurchase agreements on those securities and hedging
instruments approved by its Board of Trustees. This fundamental policy was
added when the Fund was organized in 1986 to enable the Fund's shares to be
marketed to credit unions, banks and other institutions whose own investment
policies limited their investment to mutual funds investing only in U.S.
government securities. In the ensuing years, the Manager has observed that
such a policy has hindered its ability to seek competitive yields compared to
other funds in the Lipper Short U.S. Government category which may invest up
to 20% of their assets in fixed-income securities which are not U.S.
government securities. Additionally, the Fund has long ceased to be targeted
to credit unions and banks, and therefore the rationale for the original
limitation no longer applies.

The Trustees recommend replacing the Fund's fundamental policy on investing
in U.S. government securities with a revised, non-fundamental policy which
will require that the Fund invest at least 80% of its assets in U.S.
government securities. If shareholders approve this change, the remaining 20%
of the Fund's assets may be invested in mortgage-backed securities that are
not issued or guaranteed by the U.S. government, its agencies or
instrumentalities, asset-backed securities, investment grade corporate debt
obligations (having a rating, at the time of acquisition by the Fund of at
least BBB by Standard & Poor's Rating Service or Baa by Moody's Investors
Service or a comparable rating by another nationally-recognized securities
rating organization, or, if unrated, deemed by the Manager to have a
comparable rating) and certain other high quality debt obligations. The
current fundamental policy and proposed non-fundamental policy are listed
below.

Current Fundamental Policy Proposed Non-Fundamental Policy
-------------------------- -------------------------------
The Fund invests only in U.S. The Fund invests at least 80% of its
government debt securities, net assets (plus borrowings used for
repurchase agreements on those investment purposes) in debt
securities and hedging instruments securities issued by the U.S.
approved by its Board of Trustees. government, its agencies and
instrumentalities, repurchase
agreements on those securities and
hedging instruments approved by its
Board of Trustees.

The following are descriptions of the types of securities in which the Fund
may invest the remaining 20% of its assets if shareholders approve this
proposal and the risks associated with those securities.

Debt securities are subject to credit risk. Credit risk is the risk that the
issuer of a debt security might not make interest and principal payments on
the security as it becomes due. A downgrade in an issuer's credit rating or
other adverse news about an issuer can reduce the value of that issuer's
securities. Securities directly issued by the U.S. Treasury and certain
agencies that are backed by the full faith and credit of the U.S. government
have little credit risk, and securities issued by other agencies of the U.S.
government generally have low credit risks. Securities issued by private
issuers have greater credit risks. If an issuer fails to pay interest, the
Fund's income may be reduced. If an issuer fails to repay principal, the
value of that security and of the Fund's shares may be reduced.

As stated above, if shareholders approve this Proposal, the Fund may invest
in corporate debt securities rated investment grade. While securities rated
"Baa" by Moody's or "BBB" by S&P or Fitch are investment grade and are not
regarded as junk bonds, those securities may be subject to special risks and
have some speculative characteristics.

Mortgage-related securities are a form of derivative investment
collateralized by pools of commercial or residential mortgages. Pools of
mortgage loans are assembled as securities for sale to investors by
government agencies or entities or by private issuers. These securities
include collateralized mortgage obligations ("CMOs"), mortgage pass-through
securities, stripped mortgage pass-through securities, interests in real
estate mortgage investment conduits ("REMICs") and other real estate-related
securities.

Mortgage-related securities that are issued or guaranteed by agencies or
instrumentalities of the U.S. government have relatively little credit risk
(depending on the nature of the issuer) but are subject to interest rate
risks and prepayment risks, as described in the Prospectus.

As with other debt securities, the prices of mortgage-related securities tend
to move inversely to changes in interest rates. The Fund can buy
mortgage-related securities that have interest rates that move inversely to
changes in general interest rates, based on a multiple of a specific index.
Although the value of a mortgage-related security may decline when interest
rates rise, the converse is not always the case.

In periods of declining interest rates, mortgages are more likely to be
prepaid. Therefore, a mortgage-related security's maturity can be shortened
by unscheduled prepayments on the underlying mortgages. Therefore, it is not
possible to predict accurately the security's yield. The principal that is
returned earlier than expected may have to be reinvested in other investments
having a lower yield than the prepaid security. Therefore, these securities
may be less effective as a means of "locking in" attractive long-term
interest rates, and they may have less potential for appreciation during
periods of declining interest rates, than conventional bonds with comparable
state maturities.

Prepayment risks can lead to substantial fluctuations in the value of a
mortgage-related security. In turn, this can affect the value of the Fund's
shares. If a mortgage-related security has been purchased at a premium, all
or part of the premium the Fund paid may be lost if there is a decline in the
market value of the security, whether that results from interest rate changes
or prepayments on the underlying mortgages. In the case of stripped
mortgage-related securities, if they experience greater rates of prepayment
than were anticipated, the Fund may fail to recoup its initial investment on
the security.

During periods of rapidly rising interest rates, prepayments of
mortgage-related securities may occur at slower than expected rates. Slower
prepayments effectively may lengthen a mortgage-related security's expected
maturity. Generally, that would cause the value of the security to fluctuate
more widely in responses to changes in interest rates. If the prepayments on
the Fund's mortgage-related securities were to decrease broadly, the Fund's
effective duration and therefore its sensitivity to interest rates, would
increase.

As with other debt securities, the values of mortgage-related securities may
be affected by changes in the market's perception of the creditworthiness of
the entity issuing the securities or guaranteeing them. Their values may also
be affected by changes in government regulations and tax policies.

Asset-backed securities are fractional interests in pools of loans
collateralized by the loans or other assets or receivables. They are
typically issued by trusts and special purpose corporations that pass the
income from the underlying pool to the buyer of the interest. These
securities are subject to prepayment risks and the risk of default by the
issuer as well as by the borrowers of the underlying loans in the pool.

Private-Issuer Securities do not offer any credit backing of the U.S.
government. These include multi-class debt or pass-through certificates
secured by mortgage loans. They may be issued by banks, savings and loans,
mortgage bankers or special trusts. Private issuer securities are subject to
the credit risks of the issuers. There is the risk that the issuers may not
make timely payment of interest or repay principal when due, although in some
cases those payment obligations may be supported by insurance or guarantees.
The Fund will limit its investments in private issuer securities to
securities rated within the four highest rating categories of Moody's
Investors Service, Inc. or Standard & Poor's Rating Service and unrated
securities that the Manager deems comparable to rated securities in those
categories. These are known as "investment-grade" securities. The Fund will
not be required to automatically dispose of a security if its rating falls
after the Fund buys it. However, the Manager will evaluate those securities
to determine whether to keep them in the Fund's portfolio.

Zero-Coupon bonds pay no interest. They are issued at a substantial discount
from their face value. They may be securities issued by the U.S. government
or private issuers.

"Stripped" securities are the separate income or principal components of a
debt security. Some CMOs or other mortgage-related securities may be
stripped, with each component having a different proportion of principal or
interest payments. One class might receive all the interest and the other all
the principal payments.

Zero-coupon and stripped securities are subject to greater fluctuations in
price from interest rate changes than typical interest-bearing debt
securities. The Fund may have to pay out the imputed income on zero coupon
securities without receiving the cash currently, causing the Fund to sell
portfolio securities that it otherwise might have continued to hold or to use
cash flows from other sources such as the sale of Fund shares.

Stripped securities are particularly sensitive to changes in interest rates.
The values of interest-only and principal-only mortgage-related securities
are very sensitive to changes in interest rates and prepayments of underlying
mortgages. The market for these securities may be limited, making it
difficult for the Fund to sell its holdings at an acceptable price.

Although the revised, non-fundamental policy could be changed by the Trustees
in the future without shareholder approval, shareholders would receive at
least 60 days' prior notice of any proposed material change in the Fund's
policy regarding the minimum amount it invests in U.S. government securities.
Approval of this proposal will not affect the Fund's investment objective of
seeking high current return and safety of principal or the Fund's limited
duration policy.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
THAT YOU APPROVE THE PROPOSAL DESCRIBED ABOVE

INFORMATION ABOUT THE FUND

Fund Information. As of the close of business on August 1, 2003, the Fund had
____________________ shares outstanding, consisting of
_______________________ Class A, ________________ Class B, _______________
Class C, __________________ Class N and _________________ Class Y shares.
Each share has voting rights as stated in this Proxy Statement and is
entitled to one vote for each share (and a fractional vote for a fractional
share).

Beneficial Owners. Occasionally, the number of shares of the Fund held in
"street name" accounts of various securities dealers for the benefit of their
clients as well as the number of shares held by other shareholders of record
may exceed 5% of the total shares outstanding. As of _____________, 2003, the
only persons who owned of record or were known by the Fund to beneficially
own 5% or more of any class of the Fund's outstanding shares were:

[to be provided]

The Manager, the Distributor and the Transfer Agent. Subject to the authority
of the Board of Trustees, the Manager is responsible for the day-to-day
management of the Fund's business pursuant to its investment advisory
agreement with the Fund. OppenheimerFunds Distributor, Inc. (the
"Distributor"), a wholly owned subsidiary of the Manager, is the general
distributor of the Fund's shares. The Manager and the Distributor are located
at 498 Seventh Avenue, New York, NY 10018. OppenheimerFunds Services, a
division of the Manager, located at 6803 South Tucson Way, Centennial, CO
80112, serves as the transfer and shareholder servicing agent (the "Transfer
Agent") for the Fund, for which it was paid $2,948,149 by the Fund during the
fiscal year ended September 30, 2002.

The Manager (including affiliates and subsidiaries) currently manages
investment companies, including the Oppenheimer funds, with assets of more
than $130 billion as of June 30, 2003, including more than 65 funds having
more than 7 million shareholder accounts. The Manager is a wholly owned
subsidiary of Oppenheimer Acquisition Corp. ("OAC"), a holding company
controlled by Massachusetts Mutual Life Insurance Company ("MassMutual"). The
Manager, the Distributor and OAC are located at 498 Seventh Avenue, New York,
New York 10018. MassMutual is located at 1295 State Street, Springfield,
Massachusetts 01111. OAC acquired the Manager on October 22, 1990. As
indicated below, the common stock of OAC is owned by (i) certain officers
and/or directors of the Manager, (ii) MassMutual and (iii) another investor.
No institution or person holds 5% or more of OAC's outstanding common stock
except MassMutual. MassMutual has engaged in the life insurance business
since 1851.

The common stock of OAC is divided into three classes. At February 28, 2003,
MassMutual held (i) all of the 21,600,000 shares of Class A voting stock,
(ii) 12,642,025 shares of Class B voting stock, and (iii) 21,178,801 shares
of Class C non voting stock in OAC. This collectively represented 96.116% of
the outstanding common stock and 97.065% of the voting power of OAC as of
that date. Certain officers and/or directors of the Manager held (i) 663,481
shares of the Class B voting stock, representing .0115% of the outstanding
common stock and .0188% of the voting power, (ii) 297,684 shares of Class C
non voting stock, and (iii) options acquired without cash payment which, when
they become exercisable, allow the holders to purchase up to $8.3 million
shares of Class C non voting stock. That group includes persons who serve as
officers of the Fund and John V. Murphy, who serves as a Trustee of the Fund.

Holders of OAC Class B and Class C common stock may put (sell) their shares
and vested options to OAC or MassMutual at a formula price (based on, among
other things, the revenue, income, working capital, and excess cash of the
Manager). MassMutual may exercise call (purchase) options on all outstanding
shares of both such classes of common stock and vested options at the same
formula price. Since August 1998, the only transactions by a person who
served or will serve, if elected, as a Trustee of the Fund were by Mr. Swain
and Mr. Bowen. During that period, Mr. Swain sold 93,000 Class B shares to
MassMutual for a cash payment of $4,278,930 and surrendered for cancellation
263,423 options to MassMutual for combined cash payments of $11,328,836.
During the period, Mr. Bowen sold 11,420 Class B shares to MassMutual for a
cash payment of $357,789 and surrendered for cancellation 237,640 options to
MassMutual for combined cash payments of $1,978,140.

The names and principal occupations of the executive officers and directors
of the Manager are as follows: John Murphy, Chairman, President, Chief
Executive Officer and a director; Kurt Wolfgruber, Executive Vice President
and Chief Investment Officer; Robert G. Zack, Senior Vice President and
General Counsel; Andrew Ruotolo, Executive Vice President and a director;
Craig Dinsell and James Ruff, Executive Vice Presidents; Brian W. Wixted,
Senior Vice President and Treasurer; and Charles Albers, Bruce Bartlett,
Robert Bonomo, Bruce Dunbar, Ronald H. Fielding, John Forrest, P. Lyman
Foster, Robert B. Grill, Robert Guy, Ruggero deRossi, Steve Ilnitzki, Lynn
Oberist Keeshan, Thomas W. Keffer, Chris Leavy, Angelo Manioudakis, Charles
McKenzie, Andrew J. Mika, David Robertson, Keith Spencer, Arthur Steinmetz,
John Stoma, Martin Telles, Jerry A. Webman, William L. Wilby, Donna Winn,
Kenneth Winston, Philip Witkower, Carol Wolf and Arthur J. Zimmer, Senior
Vice Presidents. These officers are located at one of the three offices of
the Manager: 498 Seventh Avenue, New York, NY 10018; 6803 South Tucson Way,
Centennial, CO 80112; and 350 Linden Oaks, Rochester, NY 14625-2807.

Custodian. Citibank, N.A., 399 Park Avenue, New York, NY 10043, acts as
custodian of the Fund's securities and other assets.

Reports to Shareholders and Financial Statements. The Annual Report to
Shareholders of the Fund, including financial statements of the Fund for the
fiscal year ended September 30, 2002, has previously been sent to
shareholders. The Semi-Annual Report to Shareholders of the Fund as of March
31, 2003 also has previously been sent to shareholders. Upon request,
shareholders may obtain without charge a copy of the Annual Report and
Semi-Annual Report by writing the Fund at the address above, or calling the
Fund at 1.800.708.7780 or visiting the Manager's website at
www.oppenheimerfunds.com. The Fund's transfer agent will provide a copy of
the reports promptly upon request.

To avoid sending duplicate copies of materials to households, the Fund mails
only one copy of each prospectus and annual and semi-annual report to
shareholders having the same last name and address on the Fund's records. The
consolidation of these mailings, called householding, benefits the Fund
through reduced mailing expenses.

If you want to receive multiple copies of these materials or request
householding in the future, you may call the Transfer Agent at
1.800.708.7780. You may also notify the Transfer Agent in writing. Individual
copies of prospectuses and reports will be sent to you within 30 days after
the Transfer Agent receives your request to stop householding.

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Solicitation of Proxies. The cost of preparing, printing and mailing the
proxy ballot, notice of meeting, and this Proxy Statement and all other costs
incurred with the solicitation of proxies, including any additional
solicitation by letter, telephone or otherwise, will be paid by the Fund. In
addition to solicitations by mail, officers of the Fund or officers and
employees of the Transfer Agent, without extra compensation, may conduct
additional solicitations personally or by telephone.

Proxies also may be solicited by a proxy solicitation firm hired at the
Fund's expense to assist in the solicitation of proxies. Currently, if the
Fund determines to retain the services of a proxy solicitation firm, the Fund
anticipates retaining Alamo Direct Mail Services, Inc. Any proxy solicitation
firm engaged by the Fund, among other things, will be: (i) required to
maintain the confidentiality of all shareholder information; (ii) prohibited
from selling or otherwise disclosing shareholder information to any third
party; and (iii) required to comply with applicable telemarketing laws.

If the Fund does engage a proxy solicitation firm, as the Meeting date
approaches, certain shareholders may receive telephone calls from a
representative of the solicitation firm if their vote has not yet been
received. Authorization to permit the solicitation firm to execute proxies
may be obtained by telephonic instructions from shareholders of the Fund.
Proxies that are obtained telephonically will be recorded in accordance with
the procedures set forth below. These procedures have been designed to
reasonably ensure that the identity of the shareholder providing voting
instructions is accurately determined and that the voting instructions of the
shareholder are accurately recorded.

In all cases where a telephonic proxy is solicited, the solicitation firm
representative is required to ask for each shareholder's full name, address,
the last four digits of the shareholder's social security or employer
identification number, title (if the shareholder is authorized to act on
behalf of an entity, such as a corporation) and to confirm that the
shareholder has received the Proxy Statement and ballot in the mail. If the
information solicited agrees with the information provided to the
solicitation firm, the solicitation firm representative has the
responsibility to explain the process, read the proposals listed on the proxy
ballot, and ask for the shareholder's instructions on such proposals. The
solicitation firm representative, although he or she is permitted to answer
questions about the process, is not permitted to recommend to the shareholder
how to vote. The solicitation firm representative may read any recommendation
set forth in the Proxy Statement. The solicitation firm representative will
record the shareholder's instructions. Within 72 hours, the shareholder will
be sent a confirmation of his or her vote asking the shareholder to call the
solicitation firm immediately if his or her instructions are not correctly
reflected in the confirmation.

It is anticipated the cost of engaging a proxy solicitation firm will not
exceed $25,000 plus the additional out-of-pocket costs, that may be
substantial, incurred in connection with contacting those shareholders that
have not voted. Brokers, banks and other fiduciaries may be required to
forward soliciting material to their principals and to obtain authorization
for the execution of proxies. For those services, they will be reimbursed by
the Fund for their expenses.

If the shareholder wishes to participate in the Meeting, but does not wish to
give his or her proxy telephonically, the shareholder may still submit the
proxy ballot originally sent with the Proxy Statement in the postage paid
envelope provided or attend in person. Should shareholders require additional
information regarding the proxy ballot or a replacement proxy ballot, they
may contact us toll-free at 1.800.708.7780. Any proxy given by a shareholder,
whether in writing or by telephone, is revocable as described below under the
paragraph entitled "Revoking a Proxy."

Please take a few moments to complete your proxy ballot promptly. You may
provide your completed proxy ballot via facsimile, telephonically or by
mailing the proxy ballot in the postage paid envelope provided. You also may
cast your vote by attending the Meeting in person if you are a record owner.

Telephone Voting. The Fund has arranged to have votes recorded by telephone.
Shareholders must enter a unique control number found on their respective
proxy ballots before providing voting instructions by telephone. After a
shareholder provides his or her voting instructions, those instructions are
read back to the shareholder and the shareholder must confirm his or her
voting instructions before disconnecting the telephone call. The voting
procedures used in connection with telephone voting are designed to
reasonably authenticate the identity of shareholders, to permit shareholders
to authorize the voting of their shares in accordance with their instructions
and to confirm that their instructions have been properly recorded.

Voting By Broker-Dealers. Shares owned of record by a broker-dealer for the
benefit of its customers ("street account shares") will be voted by the
broker-dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted by applicable
stock exchange rules) vote, as record holder of such shares, for the election
of Trustees and on the Proposals in the same proportion as that broker-dealer
votes street account shares for which it has received voting instructions in
time to be voted. Beneficial owners of street account shares cannot vote in
person at the meeting. Only record owners may vote in person at the meeting.

A "broker non-vote" is deemed to exist when a proxy received from a broker
indicates that the broker does not have discretionary authority to vote the
shares on that matter. Abstentions and broker non-votes will have the same
effect as a vote against the proposal.

Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans. Shares
held in OppenheimerFunds-sponsored retirement accounts for which votes are
not received as of the last business day before the Meeting Date, will be
voted by the trustee for such accounts in the same proportion as Shares for
which voting instructions from the Fund's other shareholders have been timely
received.

Quorum. The presence in person or by proxy of the holders of record of
one-third of the shares outstanding and entitled to vote constitutes a quorum
at the Meeting for purposes of electing Trustees. The presence in person or
by proxy of the holders of more than 50% of the shares outstanding and
entitled to vote constitutes a quorum at the meeting for purposes of
approving the proposal to eliminate the Fund's fundamental policy on
investing in U.S. government securities. Shares over which broker-dealers
have discretionary voting power, shares that represent broker non-votes and
shares whose proxies reflect an abstention on any item are all counted as
shares present and entitled to vote for purposes of determining whether the
required quorum of shares exists.

Required Vote. Persons nominated as Trustees must receive a plurality of the
votes cast, which means that the eleven (11) nominees receiving the highest
number of affirmative votes cast at the Meeting will be elected as long as
the votes FOR a nominee exceed the votes AGAINST that nominee. Approval of
Proposal 2 requires the affirmative vote of a "majority of the outstanding
voting securities" (as defined in the Investment Company Act) of the Fund
voting in the aggregate and not by class.

How are votes counted? The individuals named as proxies on the proxy ballots
(or their substitutes) will vote according to your directions if your proxy
ballot is received and properly executed, or in accordance with the
instructions you provide if you vote by telephone. You may direct the proxy
holders to vote or not vote your shares on the proposal to elect Trustees by
checking the appropriate box "For" or "Withhold Authority" or you may direct
the proxy holders to vote your shares on Proposal 2 by checking the
appropriate box "FOR" or "AGAINST," or instruct them not to vote those shares
on the proposal by checking the "ABSTAIN" box. Alternatively, you may simply
sign, date and return your proxy ballot with no specific instructions as to
the proposals. If you properly execute and return a proxy ballot but fail to
indicate how the votes should be cast, the proxy ballot will be voted in
favor of the election of each of the nominees named in this Proxy Statement
for Trustee and in favor of Proposal 2.

Shares of the Fund may be held by certain institutional investors for the
benefit of their clients. If the institutional investor does not timely
receive voting instructions from its clients with respect to such Shares, the
institutional investor may be authorized to vote such Shares, as well as
Shares the institutional investor itself owns, in the same proportion as
Shares for which voting instructions from clients are timely received.

Revoking a Proxy. You may revoke a previously granted proxy at any time
before it is exercised by (1) delivering a written notice to the Fund
expressly revoking your proxy, (2) signing and forwarding to the Fund a
later-dated proxy, or (3) attending the Meeting and casting your votes in
person if you are a record owner. Granted proxies typically will be voted at
the final meeting, but may be voted at an adjourned meeting if appropriate.
Please be advised that the deadline for revoking your proxy by telephone is
3:00 P.M. (ET) on the last business day before the Meeting.

Shareholder Proposals. The Fund is not required and does not intend to hold
shareholder meetings on a regular basis. Special meetings of shareholders may
be called from time to time by either the Fund or the shareholders (for
certain matters and under special conditions described in the Statement of
Additional Information). Under the proxy rules of the SEC, shareholder
proposals that meet certain conditions may be included in a fund's proxy
statement for a particular meeting. Those rules currently require that for
future meetings, the shareholder must be a record or beneficial owner of Fund
shares either (i) with a value of at least $2,000 or (ii) in an amount
representing at least 1% of the fund's securities to be voted, at the time
the proposal is submitted and for one year prior thereto, and must continue
to own such shares through the date on which the meeting is held. Another
requirement relates to the timely receipt by the Fund of any such proposal.
Under those rules, a proposal must have been submitted a reasonable time
before the Fund began to print and mail this Proxy Statement in order to be
included in this Proxy Statement. A proposal submitted for inclusion in the
Fund's proxy material for the next special meeting after the meeting to which
this Proxy Statement relates must be received by the Fund a reasonable time
before the Fund begins to print and mail the proxy materials for that
meeting. Notice of shareholder proposals to be presented at the Meeting must
have been received within a reasonable time before the Fund began to mail
this Proxy Statement. The fact that the Fund receives a proposal from a
qualified shareholder in a timely manner does not ensure its inclusion in the
proxy material because there are other requirements under the proxy rules for
such inclusion.

OTHER MATTERS

The Trustees do not intend to bring any matters before the Meeting other than
Proposals 1 and 2 and the Trustees and the Manager are not aware of any other
matters to be brought before the Meeting by others. Because matters not known
at the time of the solicitation may come before the Meeting, the proxy as
solicited confers discretionary authority with respect to such matters as
properly come before the Meeting, including any adjournment or adjournments
thereof, and it is the intention of the persons named as attorneys-in-fact in
the proxy (or their substitutes) to vote the proxy in accordance with their
judgment on such matters.

In the event a quorum is not present or sufficient votes in favor of one or
more Proposals set forth in the Notice of Meeting of Shareholders are not
received by the date of the Meeting, the persons named in the enclosed proxy
(or their substitutes) may propose and approve one or more adjournments of
the Meeting to permit further solicitation of proxies. All such adjournments
will require the affirmative vote of a majority of the shares present in
person or by proxy at the session of the Meeting to be adjourned. The persons
named as proxies on the proxy ballots (or their substitutes) will vote the
Shares present in person or by proxy (including broker non-votes and
abstentions) in favor of such an adjournment if they determine additional
solicitation is warranted and in the interests of the Fund's shareholders. A
vote may be taken on one or more of the proposals in this proxy statement
prior to any such adjournment if a quorum is present, sufficient votes for
its approval have been received and it is otherwise appropriate.

By Order of the Board of Trustees,

Robert G. Zack, Secretary
August 20, 2003

Oppenheimer LTD Term Government Fund Inactive PRE 14APreliminary proxy