Appendix A AMENDED AND RESTATED CHARTER OF THE AUDIT COMMITTEE OF THE Board I Oppenheimer Funds (Adopted February 12, 2003) The Audit Committee shall assist the Boards of the "Board I Oppenheimer funds" (each, a "Fund" and collectively, the "Funds") in connection with the Boards' oversight of the integrity of each Fund's semi-annual and annual financial statements, its compliance with legal and regulatory requirements, the qualifications and independence of its independent auditors and the performance of its independent auditors and the internal audit function. The Committee shall oversee the accounting and financial reporting processes and audits of the financial statements of the Funds, and shall assist the Boards of Trustees/Directors of the Funds in carrying out other functions assigned to it by the Boards. In carrying out its functions, the Committee shall have the following responsibilities, functions and authority: 1. The Committee shall be responsible for the appointment, subject, if applicable, to shareholder ratification (or decision to terminate), compensation and oversight of the work of the independent certified public accountants and auditors of each Fund (the "Auditors") for the purpose of preparing or issuing audit reports or related work. The Auditors shall report directly to the Committee. 1.01 As a condition on retaining the Auditors or continuing their engagement, the Committee shall require the Auditors to rotate the lead or coordinating audit partner for a Fund at least every five fiscal years. 1.02 As a condition of engaging the Auditors or continuing their engagement, the Committee shall ascertain that the Fund's Chief Executive Officer, Controller (if any), Chief Financial Officer, Chief Accounting Officer (if any) or any person serving in an equivalent position was not employed by the Auditors and did not participate in any capacity on behalf of the Auditors in the audit of the Fund during the one-year preceding the date of the initiation of the audit for which the Auditors are engaged. 1.03 Upon the request of the Auditors or fund management, the Committee shall have the authority to pre-approve the performance by the Auditors of any non-audit service, including tax services, for a Fund, if such service is not a prohibited service under Section 201 of the Sarbanes-Oxley Act of 2002, and such pre-approval shall be required before any such service may be performed for a Fund. The Committee shall timely advise the Chief Executive Officer and Chief Financial Officer of the Fund (or whoever shall be responsible for preparing and filing a Fund's reports under Section 13(a) of the Securities Exchange Act of 1934) of the approval of such non-audit service and shall direct that such service be disclosed in such reports. 2. The Committee shall maintain a direct line of communication and meet with the Auditors for each Fund to review at least annually based upon information provided by the Auditors: 2.01 The scope of audits and audit reports; 2.02 The personnel, staffing, qualifications and experience of the Auditors; 2.03 The independence of the Auditors, including certification by the Auditors of their independence and assurances by the Auditors that they have not provided to such Fund any non-audit services that are prohibited by the Sarbanes-Oxley Act of 2002, including: (a) bookkeeping or other services related to the accounting records or financial statements of the Fund; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources; (g) broker or dealer, investment adviser, or investment banking services; (h) legal services or expert services unrelated to audit; and (i) any other service that the Public Company Accounting Oversight Board determines is impermissible. 2.04 The Auditor's internal quality-control procedures and any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; 2.05 The compensation of the Auditors; 2.06 The audited financial statements and other financial information submitted by the Auditors; 2.07 All material written communications between the officers of the Fund and officers of its investment manager, and the Auditors, including (without limitation) any management letters submitted by the Auditors in connection with audits of financial statements of such Fund and the responses of the Fund's management; 2.08 All recommendations and comments submitted to the Boards of the Funds or the Committee by the Auditors, either written or verbal; 2.09 All critical accounting policies and practices to be used; all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management of a Fund, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the Auditors; changes in accounting and auditing procedures, principals, practices, standards and reporting; 2.10 Determination of areas of substantial risk in accurate reporting of financial results and operations of the Fund; 2.11 Any problems or difficulties encountered in the course of the audit of the Fund, and management's response, 2.12 The qualifications of the principal financial officer of the Funds; 2.13 Matters required to be discussed pursuant to Statement of Auditing Standards No. 61; and 2.14 Tax matters affecting the Fund, including: (a) Compliance with the provisions of the Internal Revenue Code and regulations, including annual reviews for such Fund concerning qualification as a regulated investment company under the Internal Revenue Code; and (b) Tax legislation and rulings. 3. The Committee shall also receive and review reports and materials submitted by any certified public accounting or auditing firm concerning the following matters: 3.01 Reports concerning the policies, procedures, operating effectiveness and internal controls of the investment manager's Accounting Department, 3.02 Reports concerning portfolio accounting system software used by the investment manager and its Accounting Department's use and implementation thereof; 3.03 Reports concerning the internal controls and performance of the Funds' Transfer Agent under and compliance with shareholder servicing and transfer agency agreements which relate to Fund accounting matters or a Fund's financial statements; and 3.04 Reports and materials concerning the classes of shares of the Funds, including the Manager's operations and control policies and procedures, net asset value per share calculations, dividend and distribution determinations and allocations of income and expenses. 4. The Committee shall also consider and review the following matters: 4.01 Reports from the Internal Auditing Department of the Funds' investment manager, and the Committee shall from time to time meet with the investment manager's internal audit staff to discuss the reports; 4.02 Annual and semi-annual reports for the Funds, and the Committee shall from time to time meet with appropriate personnel of the investment manager's Accounting Department for this purpose; 4.03 Reports concerning allocations of fidelity blanket bond, D&O/E&O, and money market default insurance premiums and coverages; 4.04 Reports concerning multi-peril property and casualty insurance; 4.05 Reports concerning undistributed income and capital gains, and other items pertaining to Fund dividends and their accruals; 4.06 Review of periodic reports from each Fund's Chief Executive Officer and Chief Financial Officer (or any disclosure committee of the investment manager of the Fund or whoever is responsible for the preparation and filing of the Fund's periodic reports under the Securities Exchange Act of 1934) on disclosure controls and procedures required under Rules 13a-15 and 15d-15 (as they may be amended from time to time) of the Securities Exchange Act of 1934, and the evaluation of the effectiveness of the design and operation of such disclosure controls and procedures and the identification of significant changes thereto; 4.07 Reports from the Chief Executive Officer and Chief Financial Officer of the Funds as to the certification of periodic reports filed under the Securities Exchange Act of 1934; and 4.08 Any other matters referred to it by the Board or Chief Executive Officer of any Fund. 5. The Committee shall recommend to the Board of each Fund whether its audited and semi-annual financial statements should be published and included in any filing with the Securities and Exchange Commission, including, without limitation, the annual report to shareholders required by Rule 30d-1 under the Investment Company Act of 1940 (the "1940 Act"). 6. The Committee shall evaluate and make recommendations regarding the compensation and expenses paid and other benefits provided by the Funds to the independent and interested Board members. 7. The Committee shall render reports to the Boards with respect to the results of its reviews and its recommendations, if any. 8. The Committee shall consider and make recommendations to the Board regarding adoption of fund governance policies and practices, including consideration of legal requirements and "best practices" recommended or adopted by investment company trade associations, auditing firms or other professional organizations. 9. The Committee shall receive and review reports to be provided by the investment manager of the Funds, or the investment manager's affiliates, legal counsel, and/or auditors, disclosing in a timely manner any material impairment of the investment manager's ability to provide effective investment management, shareholder servicing, or distribution services to a Fund or the Funds, including without limitation any material financial impairment, material accounting irregularities, material adverse litigation or regulatory proceeding or investigation, or material adverse public relations matter affecting the investment manager, the general distributor, and/or the transfer agent and/or its or their key management personnel. 10. The Committee shall meet upon the call of the Chairman and the Committee may set its agendas and the places and times of Committee meetings. The Committee may request reports and other information from the Funds' investment manager, general distributor, and Transfer Agent and may request officers and personnel of such entities to meet with the Committee from time to time. The Committee shall periodically meet, assisted at its discretion by outside legal counsel or other advisors, alone and outside the presence of personnel of such entities, and separately with the Auditors or with internal auditors. The Committee may employ and meet with any experts and other persons as it deems necessary to perform its functions. The Committee shall keep minutes and records of its meetings and shall report to the Board. 11. The Committee shall be composed of at least three members, all of whom are independent Board members (those who are not "interested persons" of the Fund as defined by section 2(a)(19) of the 1940 Act. 12. The Committee determine whether any of its members is a "financial expert" (as defined by the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002), and shall timely advise the Chief Executive Officer and Chief Financial Officer of a Fund (or whoever shall be responsible for preparing and filing the Fund's periodic reports under Sections 13 and 15 of the Securities Exchange Act of 1934) whether (and, if not, the reason therefor) the Committee is comprised of at lease one member who is a "financial expert." 13. Committee members shall not accept any consulting, advisory or other compensatory fee from a Fund except in their capacity as a member of the Committee, the Board of Trustees/Directors, or any other committee of the Board. 14. The term of the Chairman of the Committee shall be one year. The Chairman and the Members of the Committee shall be appointed by the Chairman of the Board of the Funds, provided that the Chairman of the Board of the Funds is an independent Board member, otherwise by the full Board. 15. The Committee shall have the authority to engage independent legal counsel (which may be the same counsel as counsel to the independent Trustees/Directors of the Board) and other advisers as it deems necessary to carry out its duties. 16. The Committee shall evaluate and make recommendations to the Board regarding any retirement plan, deferred compensation plan and other benefits provided by the Fund to independent and interested Board Members. 17. The Committee shall review this Charter and its own performance annually and recommend to the Boards any changes to the Charter that the Committee deems appropriate. This Charter may be amended or modified from time to time by the Board of any Fund with respect to that Fund. Amended and approved by Board I of the Oppenheimer Funds on February 12, 2003 /s/ KATHERINE P. FELD _______________________ ---------------------------------------------- Katherine P. Feld., Assistant Secretary of the Funds I/Legal/Board I/Board I Audit Charter 2003 Feb 12 FINAL
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DEF 14A Filing
Oppenheimer Multi Sector Income Trust (OMS) Inactive DEF 14ADefinitive proxy
Filed: 7 Mar 03, 12:00am