OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated August 1, 1994
to the Prospectus dated April 1, 1994
The Prospectus is amended as follows:
1. The supplement dated May 1, 1994 to the Prospectus is no longer
in effect.
2. At a shareholder meeting adjourned to August 1, 1994,
shareholders of the Fund approved a Service Plan for Class A shares under
Rule 12b-1 of the Investment Company Act of 1940 that applies to all Class
A shares of the Fund, regardless of the date on which the shares were
purchased. If that new Plan were in effect during the Fund's fiscal year
ended June 30, 1993, the Annual Fund Operating Expenses table on page 2
would be revised as follows:
Class A Class B Class Y
Shares Shares Shares
Management Fees 0.57% 0.57% 0.57%
12b-1 (Distribution and/or
Service Plan) Fees
(restated) 0.22% 1.00% None
Other Expenses 0.21% 0.30% 0.27%
Total Fund Operating
Expenses 1.00% 1.87% 0.84%
3. The right column of page 3 is deleted and replaced with the
following:
The following examples apply the above-stated expenses and the
current maximum sales charges to a hypothetical $1,000 investment in
shares of the Fund over the time periods shown below, assuming a 5% annual
rate of return on the investment. The amounts shown below are the
cumulative costs of such hypothetical $1,000 investment for the periods
shown and, except as indicated in lines 4, 5 and 6, assume that the shares
are redeemed at the end of each stated period.
1 year 3 years 5 years 10 years(1)
1. Class A shares $67 $88 $110 $173
2. Class B shares $69 $89 $121 $172
3. Class Y shares $ 9 $27 $ 47 $104
4. Class A shares, assuming
no redemption $67 $88 $110 $173
5. Class B shares, assuming
no redemption $19 $59 $101 $172
6. Class Y shares, assuming
no redemption $ 9 $27 $ 47 $104
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(1) Class B shares convert to Class A shares under the terms and
conditions described under "How to Buy Shares - Class B Conversion
Feature." Therefore, years 7 through 10 reflect the Class A expenses
shown above. Long-term shareholders of Class B shares could pay the
economic equivalent, through the asset-based sales charge and contingent
deferred sales charge imposed on Class B shares, of more than the maximum
front-end sales charges permitted under applicable regulatory
requirements. The Class B Conversion Feature is intended to minimize the
likelihood that this will occur.
These examples should not be considered a representation of past or
future expenses or performance. Expenses are subject to change and actual
performance and expenses may be less or greater than those illustrated
above.
4. The first sentence of the first paragraph under the caption
Class A Service Plan on page 14 is revised by having the phrase "sold on
or after April 1, 1988" deleted. In addition, the second paragraph under
that caption is deleted and the first sentence in the third paragraph
under that caption is revised by having the phrase "in its present and
proposed form," deleted.
5. The sixth and seventh paragraphs under the caption Class B
Distribution and Service Plan on page 17 are revised to read as follows:
"If the Class B Plan is terminated by the Fund, the Board of Directors may
allow the Fund to continue payments of the asset-based sales charge to the
Distributor for certain expenses it incurred before the Plan was
terminated."
August 1, 1994
