OPPENHEIMER TOTAL RETURN FUND, INC.
Class N Share Certificate (8-1/2" x 11")
I. FRONT OF CERTIFICATE (All text and other matter lies within 8-1/4"
--------------------
x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares])
(upper right corner) [share certificate no.]
XX-000000
(upper right box, CLASS N SHARES below cert. no.)
(centered below boxes)
OPPENHEIMER TOTAL RETURN FUND, INC.
A MARYLAND CORPORATION
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number) CUSIP
(at left) is the owner of
(centered) FULLY PAID CLASS N SHARES OF BENEFICIAL INTEREST
OPPENHEIMER TOTAL RETURN FUND, INC.
(hereinafter called the "Fund"), transferable only on the books of the
Fund by the holder hereof in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held subject to all of
the provisions of the Articles of Incorporation of the Fund to all of
which the holder by acceptance hereof assents. This certificate is not
valid until countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Fund and the signatures of its duly
authorized officers.
(at left of seal) Dated: (at right of seal)
(signature) (signature)
/s/ Brian W. Wixted /s/ Bridget A. Macaskill
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TREASURER PRESIDENT
<PAGE>
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER TOTAL RETURN FUND, INC.
SEAL
1979
STATE OF MARYLAND
(at lower right, printed vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
[A DIVISION OF OPPENHEIMERFUNDS, INC.]
Denver (CO.) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11" dimension)
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The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common TEN ENT - as tenants by the entirety JT TEN WROS
NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not on above list.
For Value Received ................ hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
<PAGE>
(Please print or type name and address of assignee)
________________________________________________Class N Shares of beneficial
interest represented by the within certificate, and do hereby irrevocably
constitute and appoint ___________________________ Attorney to transfer the said
shares on the books of the within named Fund with full power of substitution in
the premises.
Dated: ______________________
Signed: __________________________
-----------------------------------
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor by:
-----------------------------
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
correspond
vertically to right with the name(s) as written upon the face of the
certificate
of above paragraph) in every particular without alteration or enlargement
or any change whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Fund.
PLEASE NOTE: This document contains a watermark OppenheimerFunds when viewed at
an angle. It is invalid without this "four hands" watermark: logotype
THIS SPACE MUST NOT BE COVERED IN ANY WAY
