<PAGE>
- --------------------------------------------------------------------------------
OPPENHEIMER TOTAL
RETURN FUND PERIODIC
INVESTMENT PLAN
Financial Statements for the Year Ended December
31, 1998 and Independent Auditors' Report
<PAGE>
INDEPENDENT AUDITORS' REPORT
To Certificate Holders, Oppenheimer Total Return Fund
Periodic Investment Plan:
We have audited the accompanying statement of condition of Oppenheimer Total
Return Fund Periodic Investment Plan as of December 31, 1998, the related
statement of operations for the year then ended and the statements of changes
in net assets for the years ended December 31, 1998 and 1997. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of Oppenheimer Total Return Fund Periodic
Investment Plan as of December 31, 1998, and the results of its operations and
changes in its net assets for the respective stated periods in conformity with
generally accepted accounting principles.
February 22, 1999
<PAGE>
<TABLE>
OPPENHEIMER TOTAL RETURN FUND
PERIODIC INVESTMENT PLAN
STATEMENT OF CONDITION
DECEMBER 31, 1998
- ------------------------------------------------------------------------------------------------------------------------
<S> <C>
NET ASSETS - Investment in 7,952,656 shares of Oppenheimer Total
Return Fund, Inc. capital stock held for certificate holders stated at net asset
value of $12.23 a share (certificate holders' investment, $46,297,525) $ 97,260,983
============
NET ASSETS REPRESENTED BY:
Total payments made by certificate holders $609,271,054
Distributions reinvested 93,884,102
------------
Investment in shares of Oppenheimer Total Return Fund, Inc. capital stock 703,155,156
Less: Cost of redemptions (656,857,631)
------------
Net cost of shares of Oppenheimer Total Return Fund, Inc. capital stock 46,297,525
Unrealized appreciation in value of shares held 50,963,458
------------
NET ASSETS APPLICABLE TO CERTIFICATE HOLDERS $ 97,260,983
============
</TABLE>
See accompanying notes to financial statements.
- 2 -
<PAGE>
<TABLE>
<CAPTION>
OPPENHEIMER TOTAL RETURN FUND
PERIODIC INVESTMENT PLAN
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
- ------------------------------------------------------------------------------------------------------------------------
<S> <C>
INVESTMENT INCOME - Distributions received on shares of
Oppenheimer Total Return Fund, Inc. capital stock $ 8,225,213
EXPENSES:
Data processing and administration expenses 631,441
Custodian fees and expenses 10,779
-----------
Total expenses 642,220
-----------
INVESTMENT INCOME - Net
7,582,993
INCREASE IN UNREALIZED APPRECIATION 11,730,002
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $19,312,995
===========
</TABLE>
See accompanying notes to financial statements.
- 3 -
<PAGE>
<TABLE>
<CAPTION>
OPPENHEIMER TOTAL RETURN FUND
PERIODIC INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1998 1997
OPERATIONS:
Investment income - net $ 7,582,993 $ 11,497,254
Change in unrealized appreciation of Plan shares held 11,730,002 11,550,710
------------ ------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS 19,312,995 23,047,964
DISTRIBUTIONS TO CERTIFICATE HOLDERS
FROM INVESTMENT INCOME - Net (7,582,993) (11,497,254)
CAPITAL SHARE TRANSACTIONS - Net (18,401,782) 1,730,894
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS (6,671,780) 13,281,604
NET ASSETS, BEGINNING OF YEAR 103,932,763 90,651,159
----------- ------------
NET ASSETS, END OF YEAR $ 97,260,983 $103,932,763
============ ============
</TABLE>
See accompanying notes to financial statements.
- 4 -
<PAGE>
OPPENHEIMER TOTAL RETURN FUND
PERIODIC INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Total Return Fund Periodic Investment Plan (Plan) is a unit
investment trust registered under the Investment Company Act of 1940, as
amended. The Plan continues to service Hamilton Fund Periodic Investment
Plans which were in existence on January 1, 1972, when the sale of such
plans was discontinued. The following is a summary of significant
accounting policies consistently followed by the Plan.
CERTIFICATE HOLDERS INVESTMENT - The investment in shares of Oppenheimer
Total Return Fund, Inc. (Fund) capital stock is carried at identified
cost, which represents the amount available for investment in such shares
(including reinvested distributions of net investment income and realized
gains) after deduction of applicable sales charges, collection fees and
expenses.
FEDERAL INCOME TAXES - In the opinion of general counsel, the
custodianship known as Oppenheimer Total Return Fund Periodic Investment
Plan is a true trust for federal income tax purposes and as such the Plan
eliminates all federal income tax liability by the distribution of its
income.
DATA PROCESSING AND ADMINISTRATION EXPENSES - OppenheimerFunds Services
(OFS), a division of OppenheimerFunds, Inc., the investment advisor of the
Fund, is the transfer agent for various registered investment companies as
well as the Plan. OFS's total costs of providing services are allocated
ratably to these entities. The Plan's share of such costs was $631,441
for the year ended December 31, 1998.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements, and the reported
amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
2. CAPITAL SHARES
As of December 31, 1998, the Plan held 7,952,656 shares of the Fund.
Capital transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1998 1997
AMOUNT SHARES AMOUNT SHARES
Net amount invested in Fund
shares $ 419,032 34,854 $ 202,437 17,134
Fund shares acquired on
reinvestment of distributions 7,582,993 647,918 11,497,254 1,057,973
Redemption of Fund shares (26,403,807) (2,178,549) (9,968,797) (905,196)
------------ ---------- ----------- ---------
Net increase (decrease) $(18,401,782) (1,495,777) $ 1,730,894 169,911
============= ========== =========== =========
</TABLE>
* * * * * *
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