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OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated January 3, 1995 to
the Prospectus dated April 1, 1994
The Prospectus is amended as follows:
1. The supplement dated August 1, 1994 to the Prospectus is replaced by
this supplement.
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
(continued)
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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 section entitled "Alternative Sales Arrangements" on page 10 is
amended to change the time of day at which the net asset value is
determined, by revising the first sentence of the fifth paragraph to read
as follows: "The net asset value per share of each class is determined as
of the close of The New York Stock Exchange each day the Exchange is open,
which is normally 4:00 P.M., New York time, but may be earlier on some
days (all references to time in this Prospectus mean `New York time'), by
dividing the value of the Fund's net assets attributable to that class by
the number of shares of that class outstanding." The first and second
sentences of the sixth paragraph of that section are revised to read as
follows: "In most cases, to enable you to receive that day's offering
price, the Distributor must receive your order by the time of day The New
York Stock Exchange closes, which is normally 4:00 P.M., New York time,
but may be earlier on some days. If you buy shares through a dealer, the
dealer must receive your order by the close of The New York Stock Exchange
on a regular business day and transmit it to the Distributor so that it
is received before the Distributor's close of business that day, which is
normally 5:00 P.M."
5. The second sentence of the first paragraph of the section entitled
"Class A Shares" on page 11 revised to read as follows: "The offering
price is determined as of the close of The New York Stock Exchange on each
regular business day."
6. 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.
7. 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."
(continued)
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8. The seventh sentence of the first paragraph under the heading
"AccountLink" beginning on 17 and continuing on page 18 is revised to read
as follows: "Dividends will begin to accrue on shares purchased by the
proceeds of ACH transfers on the business day the Fund receives Federal
Funds for the purchase through the ACH system before the close of The New
York Stock Exchange. The Exchange normally closes at 4:00 P.M., but may
close earlier on certain days. If Federal Funds are received on a
business day after the close of the Exchange, the shares will be purchased
and dividends will begin to accrue on the next regular business day. The
proceeds of ACH transfers are normally received by the Fund three days
after the transfers are initiated. The Distributor and the Fund are not
responsible for any delays in purchasing shares resulting from delays in
ACH transmissions."
9. The first paragraph of the section entitled "Telephone Redemptions"
on page 20 is amended by revising the sixth sentence to read as follows:
"To receive the redemption price on a regular business day, your call must
be received by the Transfer Agent by the close of The New York Stock
Exchange that day, which is normally 4:00 P.M., but may be earlier on some
days."
10. The second sentence of the section entitled "Repurchase" on page 21
is amended to read as follows: "The repurchase price per share will be the
net asset value next computed after the Distributor receives the order
placed by the dealer or broker, except that if the Distributor receives
a repurchase order from a dealer or broker after the close of The New York
Stock Exchange on a regular business day, it will be processed at that
day's net asset value if the order was received by the dealer or broker
from its customer prior to the time the Exchange closes (normally, that
is 4:00 P.M., but may be earlier on some days) and the order was
transmitted to and received by the Distributor prior to its close of
business that day (normally 5:00 P.M.)."
11. The first paragraph of the section entitled "How To Exchange Shares"
on page 23 is amended by revising the fourth sentence to read as follows:
"Shares are normally redeemed from one fund and purchased from the other
fund in the exchange transaction on the same regular business day on which
the Transfer Agent receives an exchange request that is in proper form by
the close of The New York Stock Exchange that day, which is normally 4:00
P.M. but may be earlier on some days."
January 3, 1995 PS420.0195
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OPPENHEIMER TOTAL RETURN FUND, INC.
Supplement dated January 3, 1995
to the Statement of Additional Information dated April 1, 1994
The Statement of Additional Information is amended as follows:
The first sentence of the section entitled "Determination of Net
Asset Values Per Share" under "Purchase, Redemption and Pricing of
Shares" on page 17 is amended to read as follows, and a new second
sentence is added to that section as follows: "The net asset values
per share of Class A, Class B and Class Y shares of the Fund are
determined as of the close of business of The New York Stock Exchange
on each day that the Exchange is open by dividing the Fund's net
assets attributable to a class by the number of shares of that class
that are outstanding. The Exchange normally closes at 4:00 P.M., New
York time, but may close earlier on some days (for example, in case
of weather emergencies or on days falling before a holiday)."
January 3, 1995 SAI420.0195
