SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OPPENHEIMER TOTAL RETURN FUND, INC.
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(Name of Registrant as Specified in Its Charter)
Denis R. Molleur, Esq.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ X / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee Computed on table below per Exchange Act Rules 14a
-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1
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(4) Proposed maximum aggregate value of transaction:
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<PAGE>
/ / 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing Party:
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(4) Date Filed:
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1Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
Preliminary Copy
OPPENHEIMER TOTAL RETURN FUND, INC.
3410 South Galena Street, Denver, Colorado 80231
Notice Of Meeting Of Shareholders To Be Held
June 28, 1995
To The Class A, Class B and Class Y Shareholders of
Oppenheimer Total Return Fund, Inc.
Notice is hereby given that a Meeting of the Class A, Class B and Class
Y Shareholders of Oppenheimer Total Return Fund, Inc. (the "Fund") will
be held at 3410 South Galena Street, Denver, Colorado, 80231, at 10:00
A.M., Denver time, on June 28, 1995, or any adjournments thereof, for the
following purposes:
To be voted on by holders of:
Class A Class B Class Y
Shares Shares Shares
X X X (a) To elect nine Directors to hold office
until the next meeting of shareholders
called for the purpose of electing
Directors or until their successors are
elected and shall qualify;
X X X (b) To ratify the selection of Deloitte &
Touche LLP as the independent certified
public accountants and auditors of the Fund
for the fiscal year beginning January 1,
1995 (Proposal No. 1);
X (c) To approve the Fund's Class B 12b-1
Distribution and Service Plan (Proposal
No. 2); and
X X X (d) 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 April 28, 1995, are
entitled to vote at the meeting. The election of Directors and the
Proposals are more fully discussed in the 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 Directors of the Fund
recommends a vote to elect each of the nominees as Director and in favor
of each Proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED
PROXY PROMPTLY.
<PAGE>
By Order of the Board of Directors,
George C. Bowen, Secretary
May 18, 1995
_______________________________________________________________________
Shareholders who do not expect to attend the Meeting are asked to indicate
voting instructions on the enclosed proxy and to date, sign and return it
in the accompanying postage-paid envelope. To avoid unnecessary duplicate
mailings, we ask your cooperation in promptly mailing your proxy no matter
how large or small your holdings may be.
<PAGE>
OPPENHEIMER TOTAL RETURN FUND, INC.
3410 South Galena Street, Denver, Colorado 80231
PROXY STATEMENT
Meeting of Shareholders
To Be Held June 28, 1995
This statement is furnished to the Class A, Class B and Class Y
shareholders of Oppenheimer Total Return Fund, Inc. (the "Fund") in
connection with the solicitation by the Fund's Board of Directors of
proxies to be used at a meeting (the "Meeting") of shareholders to be held
at 3410 South Galena Street, Denver, Colorado, 80231, at 10:00 A.M.,
Denver time, on June 28, 1995, or any adjournments thereof. It is
expected that the mailing of this Proxy Statement will be made on or about
May 18, 1995. For a free copy of the annual report covering the
operations of the Fund for the fiscal year ended December 31, 1994, call
Oppenheimer Shareholder Services, the Fund's transfer agent, at 1-800-525-
7048.
The enclosed proxy, if properly executed and returned, will be voted (or
counted as an abstention or withheld from voting) in accordance with the
choices specified thereon, and will be included in determining whether
there is a quorum to conduct the meeting. The proxy will be voted in
favor of the nominees for Director named in this Proxy Statement unless
a choice is indicated to withhold authority to vote for all listed
nominees or any individual nominee. The proxy will be voted in favor of
each Proposal unless a choice is indicated to vote against or to abstain
from voting on that Proposal. Shares owned of record by broker-dealers
for the benefit of their 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 under
applicable stock exchange rules) as record holder vote such shares for the
election of Directors and on the Proposals in the same proportion as that
broker-dealer votes street account shares for which voting instructions
were received in time to be voted.
If a shareholder executes and returns a proxy but fails to indicate how
the votes should be cast, the proxy will be voted in favor of the election
of each of the nominees named herein for Director and in favor of each
Proposal.
The proxy may be revoked at any time prior to the voting by: (1) writing
to the Secretary of the Fund at 3410 South Galena Street, Denver, Colorado
80231; (2) attending the meeting and voting in person; or (3) signing and
returning a new proxy (if returned and received in time to be voted).
The cost of printing and distributing these proxy materials is an expense
of the Fund. In addition to the solicitation of proxies by mail, proxies
may be solicited by officers or employees of the Fund's transfer agent,
personally or by telephone; any expenses so incurred will also be borne
by the Fund. 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 out-of-pocket expenses.
Shares Outstanding and Entitled to Vote. As of April 28, 1995, the
record date, there were shares of the Fund issued and outstanding,
consisting of 158,245,189.102 Class A shares, 57,561,020.128 Class B
shares and 290,881.563 Class Y shares. Each Class A, Class B and Class
Y share of the Fund 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) held of record at the close of business on the record
date. As of the record date, no person owned of record or was known by
the management of the Fund to be the beneficial owner of 5% or more of the
outstanding Class A or Class B shares of the Fund. As of that date, the
only person owning of record or known by management of the Fund to be the
beneficial owner of 5% or more of the outstanding Class Y shares of the
Fund was Massachusetts Mutual Life Insurance Company Separate Investment
Account N1, 1295 State Street, Springfield, MA 01111 which owned 100% of
the outstanding Class Y Shares.
ELECTION OF DIRECTORS
At the Meeting, nine Directors are to be elected to hold office until the
next meeting of shareholders called for the purpose of electing Directors
or until their successors shall be duly elected and shall have qualified.
The persons named as attorneys-in-fact in the enclosed proxy have advised
the Fund that unless a proxy instructs them to withhold authority to vote
for all listed nominees or any individual nominee, they will vote all
validly executed proxies for the election of the nominees named below as
Director of the Fund. Under the provisions of the Fund's By-Laws, as
permitted by Maryland law, the Fund does not anticipate holding annual
shareholder meetings. Thus, the Directors will be elected for indefinite
terms until a shareholder meeting is called for the purpose of voting for
Directors.
Each of the nominees is presently a Director and has agreed to be
nominated and, if elected, to continue to serve as a Director of the Fund.
All Directors have been elected by shareholders of the Fund. All of the
Directors are also trustees, directors or managing general partners of
Oppenheimer Limited-Term Government Fund, Oppenheimer Equity Income Fund,
Oppenheimer Cash Reserves, Oppenheimer Strategic Funds Trust, Oppenheimer
Strategic Short-Term Income Fund, Oppenheimer Strategic Income & Growth
Fund, Oppenheimer Strategic Investment Grade Bond Fund, The New York Tax-
Exempt Income Fund, Inc., Oppenheimer Variable Account Funds, Oppenheimer
Champion High Yield Fund, Oppenheimer Main Street Funds, Inc., Oppenheimer
Integrity Funds, Oppenheimer High Yield Fund, Oppenheimer Tax-Exempt Bond
Fund, Centennial Money Market Trust, Centennial Government Trust,
Centennial New York Tax Exempt Trust, Centennial California Tax Exempt
Trust, Centennial Tax Exempt Trust, Centennial America Fund, L.P., and
Daily Cash Accumulation Fund, Inc.(all of the foregoing funds are
collectively referred to as the "Denver-based OppenheimerFunds"). Mr.
Fossel and Mr. Swain are President and Chairman, respectively, for each
of the Denver-based OppenheimerFunds.
The nominees indicated below by an asterisk are "interested persons" (as
that term is defined in the Investment Company Act of 1940, hereinafter
referred to as the "Investment Company Act") of the Fund due to the
positions indicated with the Fund's investment adviser, Oppenheimer
Management Corporation (the "Manager") or its affiliates, or other
positions described. The year given below indicates when the nominee
first became a trustee or director of any of the Denver-based
OppenheimerFunds without a break in service. The beneficial ownership of
Class A shares listed below includes voting and investment control, unless
otherwise indicated below. If any of the nominees should be unable to
accept nomination or election, it is the intention of the persons named
as attorneys-in-fact in the enclosed proxy to vote such proxy for the
election of such other person or persons as the Board of Directors may,
in its discretion, recommend. As of April 28, 1995, the Directors and
officers of the Fund as a group owned 39,753.676 Class A shares of the
Fund in the aggregate, which was less than 1% of the Fund's outstanding
Class A shares. The foregoing statement does not reflect ownership of
shares held of record by an employee benefit plan for employees of the
Manager (for which plan two of the officers listed below, Messrs. Fossel
and Donohue, are Trustees), other than the shares beneficially owned under
that plan by the officers of the Fund listed above.
<TABLE>
<CAPTION>
Shares Beneficially
Name and Other Business Experience Owned as of
Information During Past Five Years April 22, 1994
<S> <C> <C>
Robert G. Avis* Vice Chairman of A.G. 0
first became a Trustee Edwards & Sons, Inc.
or Director in 1993. (a broker-dealer) and
Age: 63 A.G. Edwards, Inc. (its
parent holding company);
Chairman of A.G.E. Asset
Management and A.G. Edwards
Trust Company (its
affiliated investment
adviser and trust company,
respectively).
William A. Baker Management Consultant 1,664.289
first became a Trustee or
Director in 1966.
Age: 80
Charles Conrad, Jr. Vice President of McDonnell Douglas, 241.816
first became a Trustee Ltd.; formerly associated with the
or Director in 1970. National Aeronautics and Space
Age: 64 Administration.
Jon S. Fossel* Chairman, Chief Executive Officer 0
first became a Trustee and a director of the Manager; President
or Director in 1990. and a director of Oppenheimer
Age: 51 Acquisition Corp. ("OAC"), parent of
the Manager; President and a director
of HarbourView Asset Management Corp.
("HarbourView"), an investment adviser
subsidiary of the Manager; a director
of Shareholder Services, Inc. ("SSI")
and Shareholder Financial Services, Inc.
("SFSI"), transfer agent subsidiaries of
the Manager; formerly President
of the Manager.
Raymond J. Kalinowski Director of Wave Technologies 0
first became a International, Inc. Formerly Vice Chairman
Trustee or and a director A.G. Edwards, Inc., parent
Director in 1988. holding company of A.G. Edwards & Sons, Inc.
Age: 63 (a broker-dealer) of which he was
Senior Vice President.
C. Howard Kast Formerly the Managing Partner of 0
first became a Trustee Deloitte, Haskins & Sells (an
or Director in 1988. accounting firm).
Age: 73
Robert M. Kirchner President of The Kirchner Company 7,540.418
first became a Trustee (management consultants).
or Director in 1963.
Age: 73
Ned M. Steel Chartered Property and Casualty 14,934.572(1)
first became a Trustee Underwriter; Director of Visiting
or Director in 1963. Nurse Corporation of Colorado;
Age: 79 formerly Senior Vice President and a
Director of Van Gilder Insurance
Corp. (insurance brokers).
James C. Swain* Vice Chairman and a director 14,287.237
first became a Trustee of the Manager; President and a
or Director in 1969. director of Centennial Asset
Age: 61 Management Corporation ("Centennial"),
an investment adviser subsidiary of the
Manager; formerly President and a director
of Oppenheimer Asset Management Corporation
("OAMC"), a former investment adviser
subsidiary of the Manager, and Chairman of
the Board of SSI.
</TABLE>
______________________
* A nominee who is an "interested person" of the Fund or the Manager under
the Investment Company Act.
(1) 206.459 shares were held by Mr. Steel's spouse; Mr. Steel discloses
beneficial ownership of such shares.
Vote Required. The affirmative vote of a majority of the votes cast by
shareholders of the Fund without regard to class is required for the
election of each nominee. The Board of Directors recommends a vote in
favor of electing each nominee.
Functions of the Board of Directors. The primary responsibility for the
management of the Fund rests with the Board of Directors. The Directors
meet regularly to review the activities of the Fund and of the Manager,
which is responsible for the Fund's day-to-day operations. Six meetings
of the Directors were held in the fiscal year ended December 31, 1994, and
all of the Directors were present for at least 75% of those meetings. The
Directors of the Fund have appointed an Audit and Review Committee,
comprised of Messrs. Baker (Chairman), Conrad and Kirchner, none of whom
is an "interested person" (as that term is defined in the Investment
Company Act) of the Manager or the Fund. The functions of the Committee
include (i) making recommendations to the Board concerning the selection
of independent auditors for the Fund; (ii) reviewing the methods, scope
and results of audits and the fees charged; (iii) reviewing the adequacy
of the Fund's internal accounting procedures and controls; and (iv)
establishing a separate line of communication between the Fund's
independent auditors and its independent Directors. The Committee met six
times during the fiscal year ended December 31, 1994 and all members
attended at least 75% of the meetings held during that period. The Board
of Directors does not have a standing nominating or compensation
committee.
- Remuneration of Directors. The officers of the Fund are
affiliated with the Manager; they and the Directors of the Fund who are
affiliated with the Manager (Messrs. Fossel and Swain, who are both
officers and Directors) receive no salary or fee from the Fund. The
Directors of the Fund (excluding Messrs. Fossel and Swain) received the
total amounts shown below (i) from the Fund, during its fiscal year ended
December 31, 1994, and (ii) from all 22 of the Denver-based
OppenheimerFunds (including the Fund) listed in the second paragraph of
this section, for services in the positions shown:
Total Compensation
Aggregate From All
Compensation Denver-based
Name and Position from Fund OppenheimerFunds1
Robert G. Avis $10,212 $53,000.00
Trustee
William A. Baker $14,122 $73,257.01
Audit and Review
Committee Chairman
and Trustee
Charles Conrad, Jr. $13,163 $68,293.67
Audit and Review
Committee Member
and Trustee
Raymond J. Kalinowski $10,212 $53,000.00
Trustee
C. Howard Kast $10,212 $53,000.00
Trustee
Robert M. Kirchner $13,163 $68,293.67
Audit and Review
Committee Member
and Trustee
Ned M. Steel $10,212 $53,000.00
Trustee
______________________
1 For the 1994 calendar year.
Officers of the Fund. Each officer of the Fund is elected by the
Directors to serve an annual term. Information is given below about the
executive officers who are not Directors of the Fund, including their
business experience during the past five years.
David A. Rosenberg, Vice President and Portfolio Manager; Age: 36
Vice President of the Manager; an officer of other OppenheimerFunds,
formerly an officer and portfolio manager for Delaware Investment
Advisors and for one of its mutual funds.
Andrew J. Donohue, Vice President; Age: 44
Executive Vice President and General Counsel of Oppenheimer
Management Corporation (the "Manager") and Oppenheimer Funds
Distributor, Inc. (the "Distributor"); an officer of other
OppenheimerFunds; formerly Senior Vice President and Associate
General Counsel of the Manager and the Distributor; Partner in, Kraft
& McManimon (a law firm); an officer of First Investors Corporation
(a broker-dealer) and First Investors Management Company, Inc.
(broker-dealer and investment adviser); director and an officer of
First Investors Family of Funds and First Investors Life Insurance
Company.
George C. Bowen, Vice President, Secretary and Treasurer; Age: 58
Senior Vice President and Treasurer of the Manager; Vice President
and Treasurer of the Distributor and HarbourView; Senior Vice
President, Treasurer, Assistant Secretary and a director of
Centennial; Vice President, Treasurer and Secretary of SSI and SFSI;
an officer of other OppenheimerFunds.
Robert G. Zack, Assistant Secretary; Age: 46
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other
OppenheimerFunds.
Robert Bishop, Assistant Treasurer; Age: 36
Assistant Vice President of the Manager/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Manager, prior to which he was an Accountant for Yale &
Seffinger, P.C., an accounting firm and previously an Accountant and
Commissions Supervisor for Stuart James Company Inc., a broker-
dealer.
Scott Farrar, Assistant Treasurer; Age: 29
Assistant Vice President of the Manager/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Manager, prior to which he was an International Mutual Fund
Supervisor for Brown Brothers Harriman & Co., a bank, and previously
a Senior Fund Accountant for State Street Bank & Trust Company.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act requires that independent certified public
accountants and auditors ("auditors") be selected annually by the Board
of Directors and that such selection be ratified by the shareholders at
the next-convened annual meeting of the Fund, if one is held. The Board
of Directors of the Fund, including a majority of the Directors who are
not "interested persons" (as defined in the Investment Company Act) of the
Fund or the Manager, at a meeting held , selected Deloitte &
Touche ("Deloitte") as auditors of the Fund for the fiscal year beginning
January 1, 1995. Deloitte also serves as auditors for the Manager and
certain other funds for which the Manager acts as investment adviser. At
the Meeting, a resolution will be presented for the Class A, Class B and
Class Y shareholders' vote to ratify the selection of Deloitte as
auditors. Representatives of Deloitte are not expected to be present at
the meeting but will be available should any matter arise requiring their
presence. The Board of Directors recommends approval of the selection of
Deloitte & Touche as auditors of the Fund.
<PAGE>
APPROVAL OF THE FUND'S CLASS B 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 2)
NOTE: This Proposal applies to Class B Shareholders only.
Class B shares were first offered to the public on May 1, 1993. At that
time, the Fund had adopted a Distribution Plan and Agreement for Class B
shares pursuant to Rule 12b-1 of the Investment Company Act. In June of
1993, the Fund's Board of Directors, including a majority of the Directors
who are not "interested persons" (as defined in the Investment Company
Act) of the Fund and who have no direct or indirect financial interest in
the operation of the Fund's current 12b-1 plans or in any related
agreements ("Independent Directors"), approved amendments to that plan to
recharacterize it as a distribution and service plan and agreement in
conformity with the National Association of Securities Dealers, Inc.
("NASD") Rule which permits the Fund to pay up to 0.25% of its average
annual net assets as a service fee and up to 0.75% of its average annual
assets as an asset-based sales charge. In February of 1994, the
Distribution and Service Plan was further amended to eliminate a provision
which would require the Fund to continue to make payments to the
Distributor after the termination of the Distribution and Service Plan.
At a meeting of the Fund's Board of Directors held March 16, 1995, the
Manager proposed the adoption of a new Distribution and Service Plan and
Agreement (the "Distribution and Service Plan") which is characterized as
a "compensation type plan" instead of a "reimbursement type plan." The
Fund's Board of Directors, including a majority of the Independent
Directors, approved the new Distribution and Service Plan, and determined
to recommend the Distribution and Service Plan and Agreement for approval
by the shareholders. A copy of the new Distribution and Service Plan is
attached as Exhibit A to this proxy statement.
Description of the Distribution and Service Plan. Under the Distribution
and Service Plan, the Fund compensates the Distributor for its services
in connection with the distribution of Class B Shares and the personal
service and maintenance of accounts that hold Class B shares. The Fund
pays the Distributor an asset-based sales charge of 0.75% per annum of
Class B shares outstanding for six years or less, and also pays the
Distributor a service fee of 0.25% per annum, each of which is computed
on the average annual net assets of Class B shares of the Fund.
The Distribution and Service Plan provides for payments for two different
distribution related functions. The Distributor pays certain brokers,
dealers, banks or other institutions ("Recipients") a service fee of 0.25%
for personal services to Class B shareholders and maintenance of
shareholder accounts by those Recipients. The services rendered by
Recipients in connection with personal services and the maintenance of
Class B shareholder accounts may include but shall not be limited to, the
following: answering routine inquiries from the Recipient's customers
concerning the Fund, providing such customers with information on their
investment in shares, assisting in the establishment and maintenance of
accounts or sub-accounts in the Fund, making the Fund's investment plans
and dividend payment options available, and providing such other
information and customer liaison services and the maintenance of accounts
as the Distributor or the Fund may reasonably request. The Distributor
is permitted under the Distribution and Service Plan to retain service fee
payments to compensate it for rendering such services.
Service fee payments by the Distributor to Recipients are currently made
(i) in advance for the first year Class B shares are outstanding,
following the purchase of shares, in an amount equal to 0.25% of the net
asset value of the shares purchased by the Recipient or its customers and
(ii) thereafter, on a quarterly basis, computed as of the close of
business each day at an annual rate of 0.25% of the net asset value of
Class B shares held in accounts of the Recipient or its customers. In the
event Class B shares are redeemed less than one year after the date such
shares were sold, the Recipient is obligated to repay to the Distributor
on demand a pro rata portion of such advance service fee payments, based
on the ratio of the remaining period to one year.
The Distribution and Service Plan also provides that the Fund will pay the
Distributor on a monthly basis an asset-based sales charge at an annual
rate of 0.75% of the net asset value of Class B shares outstanding to
compensate it for other services in connection with the distribution of
the Fund's Class B shares. The distribution assistance and administrative
support services rendered by the Distributor in connection with the sales
of Class B shares may include: (i) paying sales commissions to any broker,
dealer, bank or other institution that sell the Fund's Class B shares,
(ii) paying compensation to and expenses of personnel of the Distributor
who support distribution of Class B shares by Recipients, and (iii) paying
or reimbursing the Distributor for interest and other borrowing costs
incurred on any unreimbursed expenses carried forward to subsequent fiscal
quarters. The other distribution assistance in connection with the sale
of Class B shares rendered by the Distributor and Recipients include, but
shall not be limited to, the following: distributing sales literature and
prospectuses other than those furnished to current Class B shareholders,
processing Class B share purchase and redemption transactions and
providing such other information in connection with the distribution of
Class B shares as the Distributor or the Fund may reasonably request.
The Distributor currently pays sales commissions from its own resources
to Recipients at the time of sale equal to 3.75% of the purchase price of
Fund shares sold by such Recipient, and advances the first year service
fee of 0.25%. Asset-based sales charge payments are designed to permit
an investor to purchase shares of the Fund without the assessment of a
front-end sales load and at the same time permit the Distributor to
compensate Recipients in connection with the sale of shares of the Fund.
The Distributor and the Fund anticipate that it will take a number of
years for the Distributor to recoup the sales commissions paid to
Recipients and other distribution-related expenses, from the Fund's
payments to the Distributor under the Distribution and Service Plan, and
from the contingent deferred sales charge deducted from redemption
proceeds for Class B shares redeemed before the end of six years of their
purchase, as described in the Fund's prospectus.
The Distribution and Service Plan contains a provision which provides that
the Board may allow the Fund to continue payments to the Distributor for
Class B shares sold prior to termination of the Distribution and Service
Plan. Pursuant to this provision, payment of the asset-based sales charge
of up to 0.75% per annum could be continued by the Board after
termination.
The Distribution and Service Plan has the effect of increasing annual
expenses of Class B shares of the Fund by up to 1.00% of the class's
average annual net assets from what those expenses would otherwise be.
Payments by the Fund to the Distributor under the current Class B Plan for
the fiscal year ended December 31, 1994 were $3,604,784 ( % of the
Fund's net assets represented by Class B shares during that period), of
which the Distributor paid $7,941 to an affiliate of the Distributor and
retained $3,465,766 as reimbursement for Class B sales commissions and
service fee advances, as well as financing costs; the balance was paid to
Recipients not affiliated with the Distributor. No Recipient received 10%
or more of such payments by the Fund in that period.
If the Class B shareholders approve this Proposal, the Distribution and
Service Plan shall, unless terminated as described below, continue in
effect until October 31, 1995 and from year to year thereafter only so
long as such continuance is specifically approved, at least annually, by
the Fund's Board of Directors and its Independent Directors by a vote cast
in person at a meeting called for the purpose of voting on such
continuance. The Distribution and Service Plan may be terminated at any
time by a vote of a majority of the Independent Directors or by a vote of
the holders of a "majority" (as defined in the Investment Company Act) of
the Fund's outstanding Class B shares. The Distribution and Service Plan
may not be amended to increase materially the amount of payments to be
made without approval by Class B shareholders. All material amendments
must be approved by a majority of the Independent Directors.
Additional Information. The Distribution and Service Plan provides that
while it is in effect, the selection and nomination of those Directors of
the Fund who are not "interested persons" of the Fund is committed to the
discretion of the Independent Directors. This does not prevent the
involvement of others in such selection and nomination if the final
decision on any such selection or nomination is approved by a majority of
the Independent Directors.
Under the Distribution and Service Plan, no payment for service fees will
be made to any Recipient in any quarter if the aggregate net asset value
of all Fund shares held by the Recipient for itself and its customers did
not exceed a minimum amount, if any, that may be determined from time to
time by a majority of the Independent Directors. Initially, the Board of
Directors has set no minimum amount. The Distribution and Service Plan
permits the Distributor and the Manager to make additional distribution
payments to Recipients from their own resources (including profits from
management fees) at no cost to the Fund. The Distributor and the Manager
may, in their sole discretion, increase or decrease the amount of
distribution assistance payments they make to Recipients from their own
assets.
Analysis of the Distribution and Service Plan by the Board of Directors.
In considering whether to recommend the Distribution and Service Plan for
approval, the Board requested and evaluated information it deemed
necessary to make an informed determination. The Board found that there
is a reasonable likelihood that the Distribution and Service Plan benefits
the Fund and its Class B shareholders by providing financial incentives
to financial intermediaries to attract new Class B shareholders to the
Fund and by assisting the efforts of the Fund and the Distributor to
service and retain existing shareholders and attract new investors. The
Distribution and Service Plan enables the Fund to be competitive with
similar funds, including funds that impose sales charges, provide
financial incentives to institutions that direct investors to such funds,
and provide shareholder servicing and administrative services.
The Board also focused on the two principal differences in the
Distribution and Service Plan and its predecessor. First, the proposed
plan provides for compensating the Distributor for its distribution
efforts rather than reimbursing it for its costs. It is possible for the
Fund's Class B 12b-1 payments to be increased or the period during which
payments to the Distributor are made extended when such payments are not
limited by the Distributor's expenses (including past expenses which were
not previously reimbursed, and which were, therefore, carried forward with
interest) as under the existing reimbursement-type plan. However, under
normal circumstances this is unlikely. Therefore, adoption of this
Proposal is not expected to materially increase the Fund's expenses under
normal circumstances. Like the current plan, payments of the asset-based
sales charge under the proposed Distribution and Service Plan will be
subject to limits imposed by the NASD.
A second difference in the Distribution and Service Plan over its
predecessor is that the proposed Plan expressly provides that distribution
and administrative support services may be rendered in connection with
Class B shares acquired either in exchange for other OppenheimerFund
shares or by reorganization with another fund. The Board formulated the
terms of the new Plan to assure that the Board has the flexibility to
approve reorganizations among funds without concern that the transaction
would affect payments to the Distributor for its distribution efforts.
The Board also noted that investors who purchase Class B shares of the
Fund reasonably expect that they will be paying an asset-based sales
charge of 0.75% per annum for up to six years despite any increase in Fund
assets as a result of share exchanges or the occurrence of reorganizations
to which their Fund is a party.
The Board concluded that it is likely that because the Distribution and
Service Plan provides an alternative means for investors to acquire Fund
shares without paying an initial sales charge, it will benefit Class B
shareholders of the Fund by enabling the Fund to maintain or increase its
present asset base in the face of competition from a variety of financial
products. The Directors recognized that payments made pursuant to the
Distribution and Service Plan would likely be offset in part by economies
of scale associated with the growth of the Fund's assets. With larger
assets, the Class B shareholders should benefit as the Distribution and
Service Plan should help maintain Fund assets at the lower investment
advisory fee rate that is currently in effect. Costs of shareholder
administration and transfer agency operations will be spread among a
larger number of shareholders as the Fund grows larger, thereby reducing
the Fund's expense ratio. The Manager has advised the Trustees that
investing larger amounts of money is made more readily, more efficiently,
and at lesser cost to the Fund. The Board found that a positive flow of
new investment money is desirable primarily to offset the potentially
adverse effects that might result from a pattern of net redemptions. Net
cash outflow increases the likelihood that the Fund will have to dispose
of portfolio securities for other than investment purposes. Net cash
inflow minimizes the need to sell securities to meet redemptions when
investment considerations would dictate otherwise, reduces daily liquidity
requirements, and may assist in a prompt restructuring of the portfolio
without the need to dispose of present holdings.
Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments to a
mutual fund's distributor and to brokers, dealers, banks and other
financial institutions has become common in the mutual fund industry.
Competition among brokers and dealers for these types of payments has
intensified. The Directors concluded that promotion, sale and servicing
of mutual fund shares and shareholders through various brokers, dealers,
banks and other financial institutions is a successful way of distributing
shares of a mutual fund. The Directors concluded that without an
effective means of selling and distributing Fund shares and servicing
shareholders and providing account maintenance, expenses may remain higher
on a per share basis than those of some competing funds. By providing an
alternative means of acquiring Fund shares, the Distribution and Service
Plan proposed for shareholder approval is designed to stimulate sales by
and services from many types of financial institutions.
The Directors recognize that the Manager will benefit from the
Distribution and Service Plan through larger investment advisory fees
resulting from an increase in Fund assets, since its fees are based upon
a percentage of net assets of the Fund. The Board, including each of the
Independent Directors, determined that the Distribution and Service Plan
is in the best interests of the Fund, and that its continuation has a
reasonable likelihood of benefiting the Fund and its Class B shareholders.
In its annual review of the Distribution and Service Plan, the Board will
consider the continued appropriateness of the Distribution and Service
Plan, including the level of payments provided for therein.
Vote Required. Pursuant to Rule 12b-1 under the Investment Company Act,
an affirmative vote of the holders of a "majority" of the Fund's Class B
voting securities is required for approval of the Distribution and Service
Plan. Such "majority" vote is defined in the Investment Company Act as
the vote of the holders of the lesser of (i) 67% or more of the shares
present or represented by proxy at the shareholder meeting, if the holders
of more than 50% of the outstanding shares of that class are present or
represented by proxy, or (ii) more than 50% of the outstanding shares of
the Class. A vote in favor of this Proposal shall be deemed a vote to
approve the prior Plans and the Distribution and Service Plan. The Board
of Directors recommends a vote in favor of approving this Proposal.
ADDITIONAL INFORMATION
The Manager and the Distributor. Subject to the authority of the Board
of Directors, the Manager is responsible for the day-to-day management of
the Fund's business, pursuant to its investment advisory agreement with
the Fund. Oppenheimer Funds Distributor, Inc., a wholly-owned subsidiary
of the Manager, is the general distributor of the Fund's shares. The
address of the Manager and the Distributor is Two World Trade Center, New
York, New York 10048-0203.
The Manager (including a subsidiary) currently manages investment
companies, including other OppenheimerFunds, with assets of more than $30
billion as of March 31, 1995, and with more than 2.4 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"). 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. It is the nation's
twelfth largest life insurance company by assets and has an A.M. Best Co.
rating of "A++".
The common stock of OAC is divided into three classes. At December 31,
1994, MassMutual held (i) all of the 2,160,000 shares of Class A voting
stock, (ii) 422,023 shares of Class B voting stock, and (iii) 937,403
shares of Class C non-voting stock. This collectively represented 80.2%
of the outstanding common stock and 86.5% of the voting power of OAC as
of that date. Certain officers and/or directors of the Manager held (i)
706,286 shares of the Class B voting stock, representing 16.1% of the
outstanding common stock and 10.9% of the voting power, and (ii) options
acquired without cash payment which, when they become exercisable, allow
the holders to purchase up to 744,282 shares of Class C non-voting stock.
That group includes persons who serve as officers of the Fund and two of
whom (Messrs. Donald W. Spiro and Robert G. Galli) serve as Trustees 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 earnings 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, according to
a schedule that will commence on September 30, 1995. Since November 1,
1993, the only transaction by persons who serve as Trustees of the Fund
in excess of 1% of the outstanding shares of Common stock or options of
OAC were by Mr. Galli, who surrendered to OAC 45,445 stock appreciation
rights issued in tandem with the Class C OAC options for $2,821,736, and
by Mr. Spiro, who sold 50,000 shares of Class B OAC common stock to
MassMutual for $3,740,000 in each instance for cash payments by OAC or
MassMutual to be made as follows: one third of the amount due (i) within
30 days of the transaction, (ii) by the first anniversary following the
transaction (with interest), and (iii) by the second anniversary following
the transaction (with interest).
The names and principal occupations of the executive officers and
directors of the Manager are as follows: Jon S. Fossel, Chairman, Chief
Executive Officer and a director; Bridget A. Macaskill, President and a
director; Donald W. Spiro, Chairman Emeritus and a director; Robert G.
Galli and James C. Swain, Vice Chairmen of the Board of Directors; Robert
C. Doll, Jr. and O. Leonard Darling, Executive Vice Presidents; Tilghman
G. Pitts III, Executive Vice President and a director; Andrew J. Donohue,
Executive Vice President and General Counsel; Kenneth C. Eich, Executive
Vice President and Chief Financial Officer; George C. Bowen, Senior Vice
President and Treasurer; Victor Babin, Loretta McCarthy, Robert Patterson,
Nancy Sperte, Arthur Steinmetz, Ralph Stellmacher and Robert G. Zack,
Senior Vice Presidents. The address of Messrs. Bowen, Eich, and Swain is
3410 South Galena Street, Denver, Colorado 80231. The address of all
other officers and directors is Two World Trade Center, New York, New York
10048-0203, which is also the address of the Manager and OAC.
RECEIPT OF SHAREHOLDER PROPOSALS
The Fund is not required 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 (under special conditions described in the
Fund's Statement of Additional Information). Under the proxy rules of the
Securities and Exchange Commission, shareholder proposals which meet
certain conditions may be included in the Fund's proxy statement and proxy
for a particular meeting. Those rules require that for future meetings
the shareholder must be a record or beneficial owner of Fund shares with
a value of at least $1,000 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 submitted for inclusion in the Fund's proxy material for the next
meeting after the meeting to which this proxy statement relates must be
received by the Fund a reasonable time before the solicitation is made.
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,
since there are other requirements under the proxy rules for such
inclusion.
OTHER BUSINESS
Management of the Fund knows of no business other than the matters
specified above that will be presented at the Meeting. Since 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 to vote the proxy in accordance with their
judgment on such matters.
By Order of the Board of Directors,
George C. Bowen, Secretary
May 18, 1995
<PAGE>
Exhibit A
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
FOR CLASS B SHARES OF
OPPENHEIMER TOTAL RETURN FUND, INC.
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 29th
day of June, 1995, by and between OPPENHEIMER TOTAL RETURN FUND, INC. (the
"Fund") and OPPENHEIMER FUNDS DISTRIBUTOR, INC. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and service
plan for Class B shares of the Fund (the "Shares"), contemplated by Rule
12b-1 (the "Rule") under the Investment Company Act of 1940 (the "1940
Act"), pursuant to which the Fund will compensate the Distributor for its
services in connection with the distribution of Shares, and the personal
service and maintenance of shareholder accounts that hold Shares
("Accounts"). The Fund may act as distributor of securities of which it
is the issuer, pursuant to the Rule, according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients," as
hereinafter defined, for rendering (1) distribution assistance in
connection with the sale of Shares and/or (2) administrative support
services with respect to Accounts. Such Recipients are intended to have
certain rights as third-party beneficiaries under this Plan. The terms
and provisions of this Plan shall be interpreted and defined in a manner
consistent with the provisions and definitions contained in (i) the 1940
Act, (ii) the Rule, (iii) Article III, Section 26, of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., or its
successor (the "NASD Rules of Fair Practice") and (iv) any conditions
pertaining either to distribution-related expenses or to a plan of
distribution, to which the Fund is subject under any order on which the
Fund relies, issued at any time by the Securities and Exchange Commission.
2. Definitions. As used in this Plan, the following terms shall have
the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
institution which: (i) has rendered assistance (whether direct,
administrative or both) in the distribution of Shares or has provided
administrative support services with respect to Shares held by
Customers (defined below) of the Recipient; (ii) shall furnish the
Distributor (on behalf of the Fund) with such information as the
Distributor shall reasonably request to answer such questions as may
arise concerning the sale of Shares; and (iii) has been selected by the
Distributor to receive payments under the Plan. Notwithstanding the
foregoing, a majority of the Fund's Board of Directors (the "Board")
who are not "interested persons" (as defined in the 1940 Act) and who
have no direct or indirect financial interest in the operation of this
Plan or in any agreements relating to this Plan (the "Independent
Directors") may remove any broker, dealer, bank or other institution as
a Recipient, whereupon such entity's rights as a third-party
beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all Shares
owned beneficially or of record by: (i) such Recipient, or (ii) such
customers, clients and/or accounts as to which such Recipient is a
fiduciary or custodian or co-fiduciary or co-custodian (collectively,
the "Customers"), but in no event shall any such Shares be deemed owned
by more than one Recipient for purposes of this Plan. In the event
that two entities would otherwise qualify as Recipients as to the same
Shares, the Recipient which is the dealer of record on the Fund's books
shall be deemed the Recipient as to such Shares for purposes of this
Plan.
3. Payments for Distribution Assistance and Administrative Support
Services.
(a) The Fund will make payments to the Distributor, (i) within
forty-five (45) days of the end of each calendar quarter, in the
aggregate amount of 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of the
Shares computed as of the close of each business day (the "Service
Fee"), plus (ii) within ten (10) days of the end of each month, in the
aggregate amount of 0.0625% (0.75% on an annual basis) of the average
during the month of the aggregate net asset value of Shares computed as
of the close of each business day (the "Asset-Based Sales Charge")
outstanding for six years or less (the "Maximum Holding Period"). Such
Service Fee payments received from the Fund will compensate the
Distributor and Recipients for providing administrative support
services of the type approved by the Board with respect to Accounts.
Such Asset-Based Sales Charge payments received from the Fund will
compensate the Distributor and Recipients for providing distribution
assistance in connection with the sales of Shares.
The administrative support services in connection with the Accounts
to be rendered by Recipients may include, but shall not be limited to,
the following: answering routine inquiries concerning the Fund,
assisting in the establishment and maintenance of accounts or sub-
accounts in the Fund and processing Share redemption transactions,
making the Fund's investment plans and dividend payment options
available, and providing such other information and services in
connection with the rendering of personal services and/or the
maintenance of Accounts, as the Distributor or the Fund may reasonably
request.
The distribution assistance in connection with the sale of Shares to
be rendered by the Distributor and Recipients may include, but shall
not be limited to, the following: distributing sales literature and
prospectuses other than those furnished to current holders of the
Fund's Shares ("Shareholders"), and providing such other information
and services in connection with the distribution of Shares as the
Distributor or the Fund may reasonably request.
It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment
under the Plan if it has Qualified Holdings of Shares to entitle it to
payments under the Plan. In the event that either the Distributor or
the Board should have reason to believe that, notwithstanding the level
of Qualified Holdings, a Recipient may not be rendering appropriate
distribution assistance in connection with the sale of Shares or
administrative support services for Accounts, then the Distributor, at
the request of the Board, shall require the Recipient to provide a
written report or other information to verify that said Recipient is
providing appropriate distribution assistance and/or services in this
regard. If the Distributor still is not satisfied, it may take
appropriate steps to terminate the Recipient's status as such under the
Plan, whereupon such entity's rights as a third-party beneficiary
hereunder shall terminate.
(b) The Distributor shall make service fee payments to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis) of
the average during the calendar quarter of the aggregate net asset
value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of record by the
Recipient or by its Customers for a period of more than the minimum
period (the "Minimum Holding Period"), if any, to be set from time to
time by a majority of the Independent Directors.
Alternatively, the Distributor may, at its sole option, make service
fee payments ("Advance Service Fee Payments") to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed (i) 0.25% of the average during the
calendar quarter of the aggregate net asset value of Shares, computed
as of the close of business on the day such Shares are sold,
constituting Qualified Holdings sold by the Recipient during that
quarter and owned beneficially or of record by the Recipient or by its
Customers, plus (ii) 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of Shares
computed as of the close of each business day, constituting Qualified
Holdings owned beneficially or of record by the Recipient or by its
Customers for a period of more than one (1) year, subject to reduction
or chargeback so that the Advance Service Fee Payments do not exceed
the limits on payments to Recipients that are, or may be, imposed by
Article III, Section 26, of the NASD Rules of Fair Practice. In the
event Shares are redeemed less than one year after the date such Shares
were sold, the Recipient is obligated and will repay to the Distributor
on demand a pro rata portion of such Advance Service Fee Payments,
based on the ratio of the time such shares were held to one (1) year.
The Advance Service Fee Payments described in part (i) of this
paragraph (b) may, at the Distributor's sole option, be made more often
than quarterly, and sooner than the end of the calendar quarter.
However, no such payments shall be made to any Recipient for any such
quarter in which its Qualified Holdings do not equal or exceed, at the
end of such quarter, the minimum amount ("Minimum Qualified Holdings"),
if any, to be set from time to time by a majority of the Independent
Directors.
A majority of the Independent Directors may at any time or from time
to time decrease and thereafter adjust the rate of fees to be paid to
the Distributor or to any Recipient, but not to exceed the rate set
forth above, and/or direct the Distributor to increase or decrease the
Maximum Holding Period, the Minimum Holding Period or the Minimum
Qualified Holdings. The Distributor shall notify all Recipients of the
Minimum Qualified Holdings, Maximum Holding Period and Minimum Holding
Period, if any, and the rate of payments hereunder applicable to
Recipients, and shall provide each Recipient with written notice within
thirty (30) days after any change in these provisions. Inclusion of
such provisions or a change in such provisions in a revised current
prospectus shall constitute sufficient notice. The Distributor may
make Plan payments to any "affiliated person" (as defined in the 1940
Act) of the Distributor if such affiliated person qualifies as a
Recipient.
(c) The Distributor is entitled to retain from the payments
described in Section 3(a) the aggregate amount of (i) the Service Fee
on Shares outstanding for less than the Minimum Holding Period plus
(ii) the Asset-Based Sales Charge on Shares outstanding for not more
than the Maximum Holding Period, in each case computed as of the close
of each business day during that period and subject to reduction or
elimination of such amounts under the limits to which the Distributor
is, or may become, subject under Article III, Section 26, of the NASD
Rules of Fair Practice. The distribution assistance and administrative
support services to be rendered by the Distributor in connection with
the Shares may include, but shall not be limited to, the following: (i)
paying sales commissions to any broker, dealer, bank or other
institution that sells Shares, and/or paying such persons Advance
Service Fee Payments in advance of, and/or greater than, the amount
provided for in Section 3(a) of this Agreement; (ii) paying
compensation to and expenses of personnel of the Distributor who
support distribution of Shares by Recipients; (iii) paying of or
reimbursing the Distributor for interest and other borrowing costs on
its unreimbursed expenses at the rate paid by the Distributor or, if
such amounts are financed by the Distributor from its own resources or
by an affiliate, at the rate of 1% per annum above the prime rate
(which shall mean the most preferential interest rate on corporate
loans at large U.S. money center commercial banks) then being reported
in the Eastern edition of the Wall Street Journal (or if such prime
rate is no longer so reported, such other rate as may be designated
from time to time by the Distributor with the approval of the
Independent Directors); (iv) other direct distribution costs, including
without limitation the costs of sales literature, advertising and
prospectuses (other than those furnished to current Shareholders) and
state "blue sky" registration expenses; and (v) any service rendered by
the Distributor that a Recipient may render pursuant to part (a) of
this Section 3. Such services include distribution and administrative
support services rendered in connection with Shares acquired by the
Fund (i) by purchase, (ii) in exchange for shares of another investment
company for which the Distributor serves as distributor or sub-
distributor, or (ii) pursuant to a plan of reorganization to which the
Fund is a party. In the event that the Board should have reason to
believe that the Distributor may not be rendering appropriate
distribution assistance or administrative support services in
connection with the sale of Shares, then the Distributor, at the
request of the Board, shall provide the Board with a written report or
other information to verify that the Distributor is providing
appropriate services in this regard.
(d) Under the Plan, payments may be made to Recipients: (i) by
Oppenheimer Management Corporation ("OMC") from its own resources
(which may include profits derived from the advisory fee it receives
from the Fund), or (ii) by the Distributor (a subsidiary of OMC), from
its own resources, from Asset-Based Sales Charge payments or from its
borrowings.
4. Selection and Nomination of Directors. While this Plan is in effect,
the selection and nomination of those persons to be Directors of the Fund
who are not "interested persons" of the Fund ("Disinterested Directors")
shall be committed to the discretion of such Disinterested Directors.
Nothing herein shall prevent the Disinterested Directors from soliciting
the views or the involvement of others in such selection or nomination if
the final decision on any such selection and nomination is approved by a
majority of the incumbent Disinterested Directors.
5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide written reports to the Fund's Board for its review,
detailing services rendered in connection with the distribution of the
Shares. The reports shall be provided in the frequency requested by the
Board, and shall state whether all provisions of Section 3 of this Plan
have been complied with.
6. Related Agreements. Any agreement related to this Plan shall be in
writing and shall provide that: (i) such agreement may be terminated at
any time, without payment of any penalty, by a vote of a majority of the
Independent Directors or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class, on not more than sixty days written notice to any other party
to the agreement; (ii) such agreement shall automatically terminate in the
event of its assignment (as defined in the 1940 Act); (iii) it shall go
into effect when approved by a vote of the Board and its Independent
Directors cast in person at a meeting called for the purpose of voting on
such agreement; and (iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such continuance is
specifically approved at least annually by a vote of the Board and its
Independent Directors cast in person at a meeting called for the purpose
of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Board and its Independent Directors
cast in person at a meeting called on March 16, 1995, for the purpose of
voting on this Plan, and shall take effect after approval by Class B
shareholders of the Fund, at which time it shall replace the Fund's
Distribution and Service Plan and Agreement for the Shares dated February
23, 1994. Unless terminated as hereinafter provided, it shall continue
in effect until October 31, 1995 and from year to year thereafter or as
the Board may otherwise determine only so long as such continuance is
specifically approved at least annually by a vote of the Board and its
Independent Directors cast in person at a meeting called for the purpose
of voting on such continuance. This Plan may not be amended to increase
materially the amount of payments to be made without approval of the Class
B Shareholders, in the manner described above, and all material amendments
must be approved by a vote of the Board and of the Independent Directors.
This Plan may be terminated at any time by vote of a majority of the
Independent Directors or by the vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class. In the event of such termination, the Board and its
Independent Directors shall determine whether the Distributor shall be
entitled to payment from the Fund of all or a portion of the Service Fee
and/or the Asset-Based Sales Charge in respect of Shares sold prior to the
effective date of such termination.
OPPENHEIMER TOTAL RETURN FUND, INC.
By:------------------------------------
Robert G. Zack, Assistant Secretary
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By:------------------------------------
Katherine P. Feld, Vice President
& Secretary
<PAGE>
Preliminary Copy
Oppenheimer Total Return Fund, Proxy for Shareholders Meeting To
Inc. - Class A Shares and Be Held June 28, 1995
Class Y Shares
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse side,
date and sign it, and return it promptly in
the accompanying envelope, which requires
no postage if mailed in the United States.
Please detach at perforation before
mailing.
Oppenheimer Total Return Fund, Inc. - Class A and Y Shares
Proxy For Shareholders Meeting To Be Held June 28, 1995
The undersigned shareholder of Oppenheimer Total Return Fund, Inc.
(the "Fund"), does hereby appoint Robert Bishop, George C. Bowen, Andrew
J. Donohue and Scott Farrar, and each of them, as attorneys-in-fact and
proxies of the undersigned, with full power of substitution, to attend the
Meeting of Shareholders of the Fund to be held June 28, 1995, at 3410
South Galena Street, Denver, Colorado 80231 at 10:00 A.M., Denver time and
at all adjournments thereof, and to vote the shares held in the name of
the undersigned on the record date for said meeting for the election of
Directors and on the proposals specified on the reverse side. Said
attorneys-in-fact shall vote in accordance with their best judgment as to
any other matter.
Proxy solicited on behalf of the Board of Directors, which recommends a
vote FOR the election of all nominees for Director and FOR each Proposal
on the reverse side. The shares represented hereby will be voted as
indicated on the reverse side or FOR if no choice is indicated.
(over)
420 &
424
Oppenheimer Total Return Proxy for Shareholders Meeting To
Fund, Inc. - Class A Be Held June 28, 1995
and Y Shares
Your shareholder Your prompt response can save your
vote is important! Fund money.
Please vote, sign and mail your proxy
ballot (this card) in the enclosed postage-
paid envelope today, no matter how many
shares you own. A majority of the Fund's
shares must be represented in person or by
proxy. Please vote your proxy so your Fund
can avoid the expense of another mailing.
Please detach at perforation before
mailing.
1. Election of Directors
____ For all nominees listed _____ Withhold authority to
except as marked to the vote for all nominees
contrary at left. listed at left.
R. Avis W. Baker C. Conrad J. Fossel
(A) (B) (C) (D)
R. Kalinowski C. Kast R. Kirchner N. Steel
(E) (F) (G) (H)
C. Swain
(I)
Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.
2. Ratification of selection of Deloitte & Touche LLP as independent
auditors (Proposal No. 1)
For ____ Against ____ Abstain ____
NOTE: Please sign exactly as your name(s) appear hereon. When signing
as custodian, attorney, executor, administrator, trustee, etc., please
give your full title as such. All joint owners should sign this proxy.
If the account is registered in the name of a corporation, partnership or
other entity, a duly authorized individual must sign on its behalf and
give title.
Dated: _______________________, 1995
(Month) (Day)
____________________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this ballot.
420 &
424
<PAGE>
Preliminary Copy
Oppenheimer Total Return Proxy for Shareholders Meeting To
Fund, Inc. - Class B Be Held June 28, 1995
Shares
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse
side, date and sign it, and return it
promptly in the accompanying envelope,
which requires no postage if mailed in
the United States.
Please detach at perforation before
mailing.
Oppenheimer Total Return Fund, Inc. - Class B Shares
Proxy For Shareholders Meeting To Be Held June 28, 1995
The undersigned shareholder of Oppenheimer Total Return Fund, Inc.
(the "Fund"), does hereby appoint Robert Bishop, George C. Bowen, Andrew
J. Donohue and Scott Farrar, and each of them, as attorneys-in-fact and
proxies of the undersigned, with full power of substitution, to attend the
Meeting of Shareholders of the Fund to be held June 28, 1995, at 3410
South Galena Street, Denver, Colorado 80231 at 10:00 A.M., Denver time and
at all adjournments thereof, and to vote the shares held in the name of
the undersigned on the record date for said meeting for the election of
Directors and on the proposals specified on the reverse side. Said
attorneys-in-fact shall vote in accordance with their best judgment as to
any other matter.
Proxy solicited on behalf of the Board of Directors, which recommends a
vote FOR the election of all nominees for Director and FOR each Proposal
on the reverse side. The shares represented hereby will be voted as
indicated on the reverse side or FOR if no choice is indicated.
(over)
421
Oppenheimer Total Return Proxy for Shareholders Meeting To
Fund Inc. - Class B Be Held June 28, 1995
Shares
Your shareholder Your prompt response can save your
vote is important! Fund money.
Please vote, sign and mail your proxy
ballot (this card) in the enclosed
postage-paid envelope today, no matter
how many shares you own. A majority
of the Fund's shares must be
represented in person or by proxy.
Please vote your proxy so your Fund
can avoid the expense of another
mailing.
Please detach at perforation before
mailing.
1. Election of Directors
____ For all nominees listed _____ Withhold authority to
except as marked to the vote for all nominees
contrary at left. listed at left.
R. Avis W. Baker C. Conrad J. Fossel
(A) (B) (C) (D)
R. Kalinowski C. Kast R. Kirchner N. Steel
(E) (F) (G) (H)
C. Swain
(I)
Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.
2. Ratification of selection of Deloitte & Touche LLP as independent
auditors (Proposal No. 1)
For ____ Against ____ Abstain ____
3. Approval of the proposed Class B 12b-1 Distribution and Service Plan
(Proposal No. 2)
For ____ Against ____ Abstain ____
NOTE: Please sign exactly as your name(s) appear hereon. When signing
as custodian, attorney, executor, administrator, trustee, etc., please
give your full title as such. All joint owners should sign this proxy.
If the account is registered in the name of a corporation, partnership or
other entity, a duly authorized individual must sign on its behalf and
give title.
Dated: _______________________, 1995
(Month) (Day)
____________________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this ballot.
421
