OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated July 14, 1995 to the
Prospectus dated April 28, 1995
The following changes are made to the Prospectus:
1. Footnote 1 under the "Shareholder Transaction Expenses" chart in
"Expenses" on page 4 is changed to read as follows:
1. If you invest more than $1 million (more than $500,000 for
purchases by OppenheimerFunds prototype 401(k) plans) in Class
A shares, you may have to pay a sales charge of up to 1% if you
sell your shares within 18 calendar months from the end of the
calendar month in which you purchased those shares. See "How to
Buy Shares -- Class A Shares," below.
2. In "Overview of the Fund" the second sentence of the section entitled
"Who Manages the Fund" on page 6 is changed to read as follows:
The Fund's portfolio managers are Bruce Bartlett and Diane
Sobin, who are primarily responsible for the selection of the Fund's
securities.
3. In "How the Fund is Managed" the section entitled "Portfolio
Managers" on page 18 is changed to read as follows:
The portfolio managers of the Fund are Bruce Bartlett and Diane
Sobin. Each of them is a Vice President of the Manager and serves
as a Vice President and Portfolio Manager of the Fund. Mr. Bartlett
was previously a Vice President and Senior Portfolio Manager with
First of America Investment Corporation. Ms. Sobin was previously
a Vice President and Senior Portfolio Manager with Dean Witter
Intercapital, Inc. For more information about the Fund's other
officers and Directors, see "Directors and Officers of the Fund" in
the Statement of Additional Information.
4. In "How to Buy Shares," the section entitled "Class A Shares" on page
22, under "Classes of Shares" is changed to read as follows:
If you buy Class A shares, you may pay an initial sales charge
on investments up to $1 million (up to $500,000 for purchases
by OppenheimerFunds prototype 401(k) plans). If you purchase
Class A shares as part of an investment of at least $1 million
($500,000 for OppenheimerFunds prototype 401(k) plans) in shares
of one or more OppenheimerFunds, you will not pay an initial
sales charge, but if you sell any of those shares within 18
months of buying them, you may pay a contingent deferred sales
charge. The amount of that sales charge will vary depending on
the amount you invested. Sales charge rates are described in
"Class A Shares" below.
5. In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on page 22, is changed by adding a new final sentence
to the second paragraph of that section as follows:
The discussion below of the factors to consider in purchasing
a particular class of shares assumes that you will purchase only
one class of shares and not a combination of shares of different
classes.
6. In "How to Buy Shares," the first paragraph of the section "Class A
Contingent Deferred Sales Charge" on page 26, is amended in its entirety
to read as follows:
There is no initial sales charge on purchases of Class A shares
of any one or more of the OppenheimerFunds in the following
cases:
-- purchases aggregating $1 million or more, or
-- purchases by an OppenheimerFunds prototype 401(k)
plan that: (1) buys shares costing $500,000 or more
or (2) has, at the time of purchase, 100 or more
eligible participants, or (3) certifies that it
projects to have annual plan purchases of $200,000 or
more.
Shares of any of the OppenheimerFunds that offers only one
class of shares that has no designation are considered "Class
A shares" for this purpose. The Distributor pays dealers of
record commissions on those purchases in an amount equal to the
sum of 1.0% of the first $2.5 million, plus 0.50% of the next
$2.5 million, plus 0.25% of purchases over $5 million. That
commission will be paid only on the amount of those purchases
in excess of $1 million ($500,000 for purchases by
OppenheimerFunds 401(k) prototype plans) that were not
previously subject to a front-end sales charge and dealer
commission.
7. In "Reduced Sales Charges for Class A Purchases" on page 27, the
first sentence of the section "Right of Accumulation" is changed to read
as follows:
To qualify for the lower sales charge rates that apply to larger
purchases of Class A shares, you and your spouse can add
together Class A and Class B shares you purchase for your
individual accounts, or jointly, or for trust or custodial
accounts on behalf of your children who are minors.
The first two sentences of the second paragraph of that section are
revised to read as follows:
Additionally, you can add together current purchases of
Class A and Class B shares of the Fund and other
OppenheimerFunds to reduce the sales charge rate that applies
to current purchases of Class A shares. You can also count Class
A and Class B shares of OppenheimerFunds you previously
purchased subject to an initial or contingent deferred sales
charge to reduce the sales charge rate for current purchases of
Class A shares, provided that you still hold that investment in
one of the OppenheimerFunds.
8. The first sentence of the section entitled "Letter of Intent" is
revised to read as follows:
Under a Letter of Intent, if you purchase Class A shares or
Class A shares and Class B shares of the Fund and other
OppenheimerFunds during a 13-month period, you can reduce the
sales charge rate that applies to your purchases of Class A
shares. The total amount of your intended purchases of both
Class A and Class B shares will determine the reduced sales
charge rate for the Class A shares purchased during that period.
9. In the section entitled "Waivers of Class A Sales Charges," the
following changes are made:
The first sentence of the first paragraph is replaced by a new
introductory paragraph set forth below and the list of circumstances
describing the sales charge waivers follows a new initial sentence:
-- Waivers of Class A Sales Charges. The Class A sales charges
are not imposed in the circumstances described below. There is
an explanation of this policy in "Reduced Sales Charges" in the
Statement of Additional Information.
Waivers of Initial and Contingent Deferred Sales Charges
for Certain Purchasers. Class A shares purchased by the
following investors are not subject to any Class A sales
charges:
The introductory phrase preceding the list of sales charge waivers in the
second paragraph and subsection (d) of that paragraph are replaced by the
following:
Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions. Class A shares issued or purchased in the following
transactions are not subject to Class A sales charges:
. . .
(d) shares purchased and paid for with the proceeds of
shares redeemed in the prior 12 months from a mutual fund (other
than a fund managed by the Manager or any of its subsidiaries)
on which an initial sales charge or contingent deferred sales
charge was paid (this waiver also applies to shares purchased
by exchange of shares of Oppenheimer Money Market Fund, Inc.
that were purchased and paid for in this manner); this waiver
must be requested when the purchase order is placed for your
shares of the Fund, and the Distributor may require evidence of
your qualification for this waiver.
The third paragraph of that section is revised to read as follows:
Waivers of the Class A Contingent Deferred Sales Charge.
The Class A contingent deferred sales charge does not apply to
purchases of Class A shares at net asset value without sales
charge as described in the two sections above. It is also waived
if shares that would otherwise be subject to the contingent
deferred sales charge are redeemed in the following cases:
for retirement distributions or loans to participants or
beneficiaries from qualified retirement plans, deferred
compensation plans or other employee benefit plans, including
OppenheimerFunds prototype 401(k) plans (these are all referred
to as "Retirement Plans"); or
-- to return excess contributions made to Retirement Plans; or
-- to make Automatic Withdrawal Plan payments that are
limited annually to no more than 12% of the original account
value; or
-- involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder
Account Rules and Policies," below); or
-- if, at the time a purchase order is placed for Class A
shares that would otherwise be subject to the Class A contingent
deferred sales charge, the dealer agrees to accept the dealer's
portion of the commission payable on the sale in installments
of 1/18th of the commission per month (and no further commission
will be payable if the shares are redeemed within 18 months of
purchase); or
-- for distributions from OppenheimerFunds prototype 401(k)
plans for any of the following cases or purposes: (1) following
the death or disability (as defined in the Internal Revenue
Code) of the participant or beneficiary (the death or disability
must occur after the participant's account was established); (2)
hardship withdrawals, as defined in the plan; (3) under a
Qualified Domestic Relations Order, as defined in the Internal
Revenue Code; (4) to meet the minimum distribution requirements
of the Internal Revenue Code; (5) to establish "substantially
equal periodic payments" as described in Section 72(t) of the
Internal Revenue Code, or (6) separation from service.
10. The first paragraph of the section entitled "Waivers of Class B Sales
Charge" on page 30, is amended by replacing the introductory phrase of
that paragraph with the sentences below and adding a new section at the
end of that paragraph as follows:
-- Waivers of Class B Sales Charge. The Class B contingent
deferred sales charge will not be applied to shares purchased
in certain types of transactions nor will it apply to Class B
shares redeemed in certain circumstances as described below. The
reasons for this policy are in "Reduced Sales Charges" in the
Statement of Additional Information.
Waivers for Redemptions of Shares in Certain Cases. The
Class B contingent deferred sales charge will be waived for
redemptions of shares in the following cases:
. . . .
(5) for distributions from OppenheimerFunds prototype
401(k) plans (a) for hardship withdrawals; (b) under a Qualified
Domestic Relations Order, as defined in the Internal Revenue
Code; (c) to meet minimum distribution requirements as defined
in the Internal Revenue Code; (d) to make "substantially equal
periodic payments" as described in Section 72(t) of the Internal
Revenue Code; or (e) for separation from service.
11. In "How to Buy Shares" on page 30 in the section entitled
"Distribution and Service Plan for Class B Shares" the first sentence is
changed to read, as follows:
The Fund has adopted a Distribution and Service Plan for Class B
shares to compensate the Distributor for distributing Class B shares
and servicing accounts. Under the Plan, the Fund pays the
Distributor an annual "asset-based sales charge" of 0.75% per year
on Class B shares that are outstanding for 6 years or less.
The last paragraph of that section is deleted.
12. In the section entitled "Reinvestment Privilege" on page 33, the
first three sentences are revised to read as follows:
If you redeem some or all of your Class A or B shares of the
Fund, you have up to 6 months to reinvest all or part of the
redemption proceeds in Class A shares of the Fund or other
OppenheimerFunds without paying a sales charge. This privilege
applies to Class A shares that you purchased subject to an
initial sales charge and to Class A or B shares on which you
paid a contingent deferred sales charge when you redeemed them.
13. In the section entitled "Retirement Plans" on page 33, the following
is added to the list of plans offered by the Distributor:
-- 401(k) prototype retirement plans for businesses
July 14, 1995
<PAGE>
OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated July 14, 1995 to the
Statement of Additional Information
Dated April 28, 1995
The Statement of Additional Information is amended as follows:
1. In the section entitled "Letters of Intent" on page 30, the first
three sentences of the first paragraph in that section are replaced by the
following:
A Letter of Intent (referred to as a "Letter") is an investor's
statement in writing to the Distributor of the intention to
purchase Class A shares or Class A and Class B shares of the
Fund (and other OppenheimerFunds) during a 13-month period (the
"Letter of Intend period"), which may, at the investor's
request, include purchases made up to 90 days prior to the date
of the Letter. The Letter states the investor's intention to
make the aggregate amount of purchases of shares which, when
added to the investor's holdings of shares of those funds, will
equal or exceed the amount specified in the Letter. Purchases
made by reinvestment of dividends or distributions of capital
gains and purchases made at net asset value without sales charge
do not count toward satisfying the amount of the Letter. A
Letter enables an investor to count the Class A and Class B
shares purchased under the Letter to obtain the reduced sales
charge rate on purchases of Class A shares of the Fund (and
other OppenheimerFunds) that applies under the Right of
Accumulation to current purchases of Class A shares.
2. In the section entitled "Letters of Intent" on page 31, a new third
paragraph is added as follows:
For purchases of shares of the Fund and other OppenheimerFunds
by OppenheimerFunds prototype 401(k) plans under a Letter of
Intent, the Transfer Agent will not hold shares in escrow. If
the intended purchase amount under the Letter entered into by
an OppenheimerFunds prototype 401(k) plan is not purchased by
the plan by the end of the Letter of Intent period, there will
be no adjustment of commissions paid to the broker-dealer or
financial institution of record for accounts held in the name
of that plan.
3. In the section entitled "Terms of Escrow for Letters of Intent" on
page 31, item 5 of that section is replaced by the following:
5. The shares eligible for purchase under the Letter (or the
holding of which may be counted toward completion of a Letter)
include (a) Class A shares sold with a front-end sales charge
or subject to a Class A contingent deferred sales charge, (b)
(Continued)
Class B shares acquired subject to a contingent deferred sales
charge, and (c) Class A or B shares acquired by reinvestment of
dividends and distributions or acquired in exchange for either
(i) Class A shares of one of the other OppenheimerFunds that
were acquired subject to a Class A initial or contingent
deferred sales charge or (ii) Class B shares of one of the other
OppenheimerFunds that were acquired subject to a contingent
deferred sales charge.
4. In the section entitled "Distributions from Retirement Plans" on page
34, the phrase "401(k) plans" is added after "403(b)(7) custodial plans"
in the first sentence, and the third sentence of that section is revised
to read as follows:
Participants (other than self-employed persons maintaining a
plan account in their own name) in OppenheimerFunds-sponsored
prototype pension, profit-sharing or 401(k) plans may not
directly redeem or exchange shares held for their account under
those plans.
5. In the section entitled "Special Arrangements for Repurchase of
Shares from Dealers and Brokers" on page 34, the last sentence of that
section is revised to read as follows:
Ordinarily, for accounts redeemed by a broker-dealer under this
procedure, payment will be made within three business days after
the shares have been redeemed upon the Distributor's receipt the
required redemption documents in proper form, with the
signature(s) of the registered owners guaranteed on the
redemption document as described in the Prospectus.
6. In the section entitled "How To Exchange Shares" on page 37, the
second full paragraph is changed by adding new third and fourth sentences
as follows:
However, shares of Oppenheimer Money Market Fund, Inc. purchased
with the redemption proceeds of shares of other mutual funds
(other than funds managed by the Manager or its subsidiaries)
redeemed within the 12 months prior to that purchase may
subsequently be exchanged for shares of other OppenheimerFunds
without being subject to an initial or contingent deferred sales
charge, whichever is applicable. To qualify for that privilege,
the investor or the investor's dealer must notify the
Distributor of eligibility for this privilege at the time the
shares of Oppenheimer Money Market Fund, Inc. are purchased,
and, if requested, must supply proof of entitlement to this
privilege.
July 14, 1995
PX0420.002
