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. 15)
Filed by the registrant / X /
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ X / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OPPENHEIMER MULTI-SECTOR INCOME TRUST
- ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
OPPENHEIMER MULTI-SECTOR INCOME TRUST
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1
(4) Proposed maximum aggregate value of transaction:
/ / 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:
(2) Form, schedule or registration statement no.:
(3) Filing Party:
(4) Date Filed:
- --------------------
1 - Set forth the amount on which the filing fee is calculated and state how it
was determined.
17
OPPENHEIMER MULTI-SECTOR INCOME TRUST
Two World Trade Center, New York, New York 10048-0203
Notice Of Annual Meeting Of Shareholders
To Be Held April 26, 2000
To The Shareholders of Oppenheimer Multi-Sector Income Trust:
Notice is hereby given that the Annual Meeting of the Shareholders of
Oppenheimer Multi-Sector Income Trust (the "Fund") will be held at 6803 South
Tucson Way, Englewood, Colorado 80112, at 10:00 A.M., Denver time, on Wednesday,
April 26, 2000, or any adjournments thereof (the "Meeting"), for the following
purposes:
To elect three Trustees in Class A to hold office until the term of such
class shall expire in 2003, or until their successors are elected and
shall qualify;
(2) To elect one Trustees in Class C to hold office until the term of such
class shall expire in 2002, or until his successor is elected and shall
qualify;
(2) To ratify the selection of KPMG LLP as the independent certified public
accountants and auditors of the Fund for the fiscal year commencing
November 1, 2000 (Proposal No. 1); and
(3) To transact such other business as may properly come before the Meeting.
Shareholders of record at the close of business on February 25, 2000 are
entitled to vote at the Meeting. The election of Trustees and the Proposal 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 Trustees of the Fund recommends a vote to elect each of its
nominees as Trustee and in favor of the Proposals. WE URGE YOU TO SIGN, DATE AND
MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
March 10, 2000
- -------------------------------------------------------------------------
Shareholders who do not expect to attend the Meeting are requested to indicate
voting instructions on the enclosed proxy and to date, sign and return it in the
accompanying postage-paid envelope. To avoid unnecessary expense and duplicate
mailings, we ask your cooperation in promptly mailing your proxy no matter how
large or small your holdings may be.
OPPENHEIMER MULTI-SECTOR INCOME TRUST
Two World Trade Center, New York, New York 10048-0203
PROXY STATEMENT
Annual Meeting Of Shareholders
To Be Held April 26, 2000
This Proxy Statement is furnished to the shareholders of Oppenheimer
Multi-Sector Income Trust (the "Fund") in connection with the solicitation by
the Fund's Board of Trustees of proxies to be used at the Annual Meeting of
Shareholders to be held at 6803 South Tucson Way, Englewood, Colorado 80112, at
10:00 A.M., Denver time, on Wednesday, April 26, 2000 or any adjournments
thereof (the "Meeting"). It is expected that the mailing of this Proxy Statement
will be made on or about March 10, 2000. For a free copy of the annual report
covering the operations of the Fund for the fiscal year ended October 31, 1999,
call the Fund's transfer agent, Shareholder Financial Services, Inc., at
1-800-647-7374.
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
Trustee 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 the Proposal unless a choice is indicated to vote
against or to abstain from voting on the 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 Trustees and on the Proposal
in the same proportion as that broker-dealer votes street account shares for
which voting instructions were timely received. Abstentions will be counted as
present for purposes of determining a quorum and will have the same effect as a
vote against the proposal.
If at the time any session of the Meeting is called to order a quorum is not
present, in person or by proxy, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but sufficient votes in favor of the proposal
have not been received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies with
respect to any such proposal. All such adjournments will require the affirmative
vote of a majority of the shares present in person or by proxy at the session of
the Meeting to be adjourned. The persons names as proxies will vote those
proxies which they are entitled to vote in favor of the proposal, in favor of
such an adjournment, and will vote those proxies required to be voted against
the proposal, against any such adjournment. A vote may be taken on one or more
of the proposals in this proxy statement prior to any such adjournment if
sufficient votes for its approval have been received and it is otherwise
appropriate. Any adjourned session or sessions may be held within 90 days after
the date set for the original Meeting without the necessity of further notice.
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 Trustee and in favor of the Proposal.
The proxy may be revoked at any time prior to the voting by: (1) writing to the
Secretary of the Fund at Two World Trade Center, New York, New York 10048-0203;
(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 the preparation and distribution of 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,
Shareholder Financial Services, Inc. (a subsidiary of OppenheimerFunds, Inc.,
the Fund's investment adviser), or by officers or employees of the Fund's
investment adviser (the "Adviser"), personally or by telephone or telegraph; any
expenses so incurred will also be borne by the Fund. Proxies may also be
solicited by a proxy solicitation firm hired at the Fund's expense for such
purpose. Brokers, banks and other fiduciaries may be required to forward
soliciting material to their principals and to obtain authorization for the
execution of proxies. It is anticipated that the cost of engaging a proxy
solicitation firm would not exceed $3,500 plus the additional costs which would
be incurred in connection with contacting those shareholders who have not voted.
These costs will, of course, vary. For those services they will be reimbursed by
the Fund for their out-of-pocket expenses.
Shares Outstanding and Entitled to Vote. As of February 25, 2000 the record
date, there were 29,116,067 shares of the Fund issued and outstanding. As of
February 25, 2000, the only persons who owned of record or was known by the Fund
to own beneficially 5% or more of the outstanding shares of the Fund were
Donaldson Lufkin and Jenrette Securities Corp., PO Box 2052, Jersey City, New
Jersey 07303, which owned 1,653,244 shares (5.7% of the shares); Charles Schwab
& CO, Inc. C/O ADP Proxy Services, which owned 1,809,210 shares (6.2% of the
shares); AG Edwards & Sons, Inc., Thomas Navarria, 125 Broad Street 40th Floor,
New York, NY 10004 which owned 2,027,086 shares (7% of the shares); Paine Webber
Inc., 1000 Harbor Boulevard, Weehawken, New Jersey 07087, which owned 3,857,634
shares (13.25% of the shares); Salomon Smith Barney, Inc., 333 W. 34th Street
New York, New York 10001, which owned 2,049,223 shares (7% of the shares); and
Prudential Securities, Inc., C/O ADP Proxy Services, 51 Mercedes Way, Edgewood,
New York 11717, which owned 1,751,878 shares (6% of the shares).
ELECTION OF TRUSTEES
The Fund's Declaration of Trust provides that the Board of Trustees shall
consist of three classes of Trustees with overlapping three year terms. One
class of Trustees is to be elected each year with terms extending to the third
succeeding annual meeting after such election, or until their successors shall
be duly elected and shall have qualified. At the Meeting, three Class A Trustees
are to be elected for a three year term, as described below, or until their
respective successors shall be duly elected and shall have qualified.
Additionally, one Class C Trustee is to be elected for an initial two year term,
as described below, or until his respective successor 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, all validly
executed proxies will be voted by them for the election of the nominees named
below as Trustees of the Fund. The proxies being solicited hereby cannot be
voted for more than three nominees.
Each of the Class A Nominees, Leon Levy, Bridget A. Macaskill and Clayton K.
Yeutter and the Class C Nominee, Phillip A. Griffiths, are presently Trustees of
the Fund. All present Trustees of the Fund have been previously elected by the
Fund's shareholders, except for Mr. Griffiths who was appointed a Class C
Trustee by the Fund's Board of Trustees in 1999. Each nominee has agreed to be
nominated and to serve as a Trustee. Class A Trustees to be elected at the
Meeting shall serve as such for a three year term and constitute the third class
of the Board. The Class C Trustee to be elected at the Meeting shall serve as
such until his term expires in 2002. The classes of the Board and the expiration
dates of their terms of office are shown below.
1 Ms. Macaskill and Mr. Griffiths are not Directors of Oppenheimer Money Market
Fund, Inc and Mr. Griffiths is not a Trustee of Oppenheimer Discovery Fund.
Each of the nominees and other Trustees are Trustees or Directors of the
following New York-based Oppenheimer funds1:
Oppenheimer California Municipal Fund Oppenheimer Large Cap Growth Fund
Oppenheimer Capital Appreciation Fund Oppenheimer Money Market Fund, Inc.
Oppenheimer Capital Preservation Fund Oppenheimer Multiple Strategies Fund
Oppenheimer Developing Markets Fund Oppenheimer Multi-Sector Income Trust
Oppenheimer Discovery Fund Oppenheimer Multi-State Municipal Trust Oppenheimer
Enterprise Fund Oppenheimer Municipal Bond Fund Oppenheimer Europe Fund
Oppenheimer New York Municipal Fund Oppenheimer Global Fund Oppenheimer Series
Fund, Inc. Oppenheimer Global Growth & Income Fund Oppenheimer U.S. Government
Trust Oppenheimer Gold & Special Minerals Fund Oppenheimer Trinity Core Fund
Oppenheimer Growth Fund Oppenheimer Trinity Growth Fund Oppenheimer
International Growth Fund Oppenheimer Trinity Value Fund Oppenheimer
International Small Compan Fund y Oppenheimer World Bond Fund
Ms. Macaskill and Messrs. Spiro, Donohue, Wixted, Zack, Bishop and Farrar
respectively hold the same offices with the other New York-based Oppenheimer
funds as with the Fund. The nominees and other Trustees indicated below by an
asterisk (*) are "interested persons" (as that term is defined in the Investment
Company Act of 1940, as amended, hereinafter referred to as the "Investment
Company Act") of the Fund due to the positions indicated with the Adviser or its
affiliates or other positions described. The year given below indicates when the
nominees and the other Trustees first became a trustee or director of any of the
New York-based Oppenheimer funds without a break in service. 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 selected and nominated by
disinterested Trustees as the Board of Trustees may, in its discretion,
recommend.
As of February 25, 2000 the only Trustee who held shares of the Fund was
Benjamin Lipstein, who disclaims beneficial ownership of 1,000 shares of the
Fund held by his wife.
Name and Business Experience Term
Other Information During the Past Five Years Expires
- ----------------- -------------------------- -------
Class A
- -------
Leon Levy General Partner of Odyssey Partners, L.P. 2000
first became a (investment partnership) (since 1982) and
Trustee in 1959 Chairman of Avatar Holdings, Inc. (real estate
Age: 74 development).
Bridget A. Macaskill* President (since June 1991), Chief Executive 2000
first became a Officer (since September 1995) and a Director
Trustee in 1995 (since December 1994) of the Adviser,
Age: 51 OppenheimerFunds, Inc.; President and director
(since June 1991) of HarbourView Asset Management
Corporation, an investment adviser subsidiary of the
Adviser; Chairman and a director of Shareholder
Services, Inc. (since August 1994) and Shareholder
Financial Services, Inc. (since September 1995),
transfer agent subsidiaries of the Adviser; President
(since September 1995) and a director (since October
1990) of Oppenheimer Acquisition Corp., the Adviser's
parent holding company; President (since September 1995)
and a director (since November 1989) of Oppenheimer
Partnership Holdings, Inc., a holding company subsidiary
of the Adviser; a director of Oppenheimer Real Asset
Management, Inc. (since July 1996); President and a
director (since October 1997) of OppenheimerFunds
International Ltd., an offshore fund management
subsidiary of the Adviser and of Oppenheimer Millennium
Funds plc; President and a director of other Oppenheimer
funds; a director of Prudential Corporation plc (a U.K.
financial service company).
Clayton K. Yeutter Of Counsel, Hogan & Hartson (a law firm); a 2000
first became a director of Zurich Financial Services
Trustee in 1993 (financial services), Zurich Allied AG and
Age: 69 Allied Zurich p.l.c. (insurance investment
management); Caterpillar, Inc. (machinery),
ConAgra, Inc. (food and agricultural
products), Farmers Insurance Company
(insurance), FMC Corp. (chemicals and
machinery) and Texas Instruments, Inc.
(electronics); formerly (in descending
chronological order), Counselor to the
President (Bush) for Domestic Policy, Chairman
of the Republican National Committee,
Secretary of the U.S. Department of
Agriculture, U.S. Trade Representative.
Class B
Robert G. Galli A Trustee or Director of other Oppenheimer 2001
first became a funds. Formerly he held the following
Trustee in 1993 positions: Vice Chairman of the Adviser
Age: 66 (October 1995 - December 1997); Executive Vice
President of the Adviser (December 1977 - October 1995);
Executive Vice President and a director (April 1986 -
October 1995) of HarbourView Asset Management
Corporation.
Benjamin Lipstein Professor Emeritus of Marketing, Stern 2001
first became a Graduate School of Business Administration,
Trustee in 1974 New York University.
Age: 76
Kenneth A. Randall A director of Dominion Resources, Inc. 2001
first became a (electric utility holding company), Dominion
Trustee in 1980 Energy, Inc. (electric power and oil & gas
Age: 72 producer), and Prime Retail, Inc. (real estate
investment trust); formerly President and
Chief Executive Officer of The Conference
Board, Inc. (international economic and
business research) and a director of
Lumbermens Mutual Casualty Company, American
Motorists Insurance Company and American
Manufacturers Mutual Insurance Company.
Edward V. Regan Chairman of Municipal Assistance Corporation 2001
first became a for the City of New York; Senior Fellow of
Trustee in 1993 Jerome Levy Economics Institute, Bard College;
Age: 69 a director of RBAsset (real estate manager); a
director of OffitBank; Trustee, Financial Accounting
Foundation (FASB and GASB); formerly New York State
Comptroller and trustee, New York State and Local
Retirement Fund.
Russell S. Reynolds, Chairman of The Directorship Group, Inc. 2001
Jr. (corporate governance consulting and executive
first became a recruiting); a director of Professional Staff
Trustee in 1989 Limited (an U.K. temporary staffing company);
Age: 68 a life trustee of International House
(non-profit educational organization), and a
trustee of the Greenwich Historical Society.
Class C
Elizabeth B. Moynihan Author and architectural historian; a trustee 2002
first became a of the Freer Gallery of Art (Smithsonian
Trustee in 1992 Institute); Executive Committee of Board of
Age: 70 Trustees of the National Building Museum; a
member of the Trustees Council, Preservation
League of New York State.
Phillip A. Griffiths The Director of the Institute for Advanced 2002
first became a Trustee Study, Princeton, N.J. (since 1991) and a
in 1999 member of the National Academy of Sciences
Age: 61 (since 1979); formerly a director of Bankers
Trust Corporation (1994 through June, 1999), Provost and
Professor of Mathematics at Duke University (1983 -
1991), a director of Research Triangle Institute,
Raleigh, N.C. (1983 - 1991), and a Professor of
Mathematics at Harvard University (1972 - 1983).
Donald W. Spiro Formerly he held the following positions: 2002
first became a Chairman Emeritus (August 1991 - August 1999),
Trustee in 1985 Chairman (November 1987 - January 1991) and a
Age: 74 director (January 1969 - August 1999) of the
Adviser; President and Director of the
OppenheimerFunds Distributor, Inc. an
affiliate of the Adviser (July 1978 - January
1992).
Vote Required. The affirmative vote of the holders of a majority of the voting
shares of the Fund represented in person or by proxy and entitled to vote at the
Meeting is required for the election of a nominee as Trustee. The Board of
Trustees recommends a vote for the election of each nominee.
Functions of the Board of Trustees. The primary responsibility for the
management of the Fund rests with the Board of Trustees. The Trustees meet
regularly to review the activities of the Fund and of the Adviser, which is
responsible for the Fund's day-to-day operations. Six regular meetings of the
Trustees were held during the fiscal year ended October 31, 1999. Each of the
Trustees was present for at least 75% of the meetings held of the Board and of
all committees on which that Trustee served. The Trustees of the Fund have
appointed an Audit Committee, comprised of Messrs. Randall (Chairman), Lipstein,
and Regan, none of whom is an "interested person" (as that term is defined in
the Investment Company Act) of the Adviser or the Fund. The functions of the
Committee include (i) making recommendations to the Board concerning the
selection of independent auditors for the Fund (subject to shareholder
ratification); (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 Trustees. The
Committee met four times during the fiscal year ended October 31, 1999. The
Board of Trustees does not have a standing nominating or compensation committee.
Remuneration of Trustees The officers of the Fund and certain Trustees of the
Fund (Ms. Macaskill and Mr. Spiro) who are affiliated with the Adviser receive
no salary or fee from the Fund. The remaining Trustees of the Fund received the
compensation shown below. The compensation from the Fund was paid during its
fiscal year ended October 31, 1999. The compensation from all of the New
York-based Oppenheimer funds (including the Fund) was received as a director,
trustee or member of a committee of the boards of those funds during the
calendar year 1999.
Total
Compensation
Retirement from all
Benefits New York based
Aggregate Accrued as Part Oppenheimer
Trustee's Name Compensation of Fund Funds (24
and Other Positions from Fund1 Expenses Funds)2
Leon Levy
Chairman $19,916 $13,755 $166,700
Robert G. Galli
Study Committee Member $3,593 None $176,2153
Phillip A. Griffiths $8014 None $17,835
Benjamin Lipstein
Study Committee Chairman,
Audit Committee Member $20,808 $15,482 $144,100
Elizabeth B. Moynihan
Study Committee Member $5,282 $1,531 $101,500
Kenneth A. Randall
Audit Committee Member $11,867 $8,426 $93,100
Edward V. Regan
Proxy Committee Chairman,
Audit Committee Member $3,404 None $92,100
Russell S. Reynolds, Jr.
Proxy Committee Member $5,129 $2,582 $68,900
Donald W. Spiro5 None None $10.250
Clayton K. Yeutter
Proxy Committee Member $2,5466 None $68,900
1. Aggregate compensation includes fees, deferred compensation, in any, and
retirement plan benefits accrued for a Trustee or Director.
2. For the 1999 calendar year.
Total compensation for the 1999 calendar year includes compensation received for
serving as a Trustee or Director of 10 other Oppenheimer funds.
4. Includes $769 deferred under Deferred Compensation Plan described below.
5. Prior to August 1, 1999, Mr. Spiro was not an Independent Trustee.
6. Includes $861 deferred under Deferred Compensation Plan described below.
|X| Retirement Plan for Trustees. The Fund has adopted a retirement plan
that provides for payments to retired Trustees. Payments are up to 80% of the
average compensation paid during a Trustee's five years of service in which the
highest compensation was received. A Trustee must serve as trustee for any of
the New York-based Oppenheimer funds for at least 15 years to be eligible for
the maximum payment. Each Trustee's retirement benefits will depend on the
amount of the Trustee's future compensation and length of service. Therefore the
amount of those benefits cannot be determined at this time, nor can we estimate
the number of years of credited service that will be used to determine those
benefits.
|X| Deferred Compensation Plan for Trustees. The Board of Trustees has
adopted a Deferred Compensation Plan for disinterested trustees that enables
them to elect to defer receipt of all or a portion of the annual fees they are
entitled to receive from the Fund. Under the plan, the compensation deferred by
a Trustee is periodically adjusted as though an equivalent amount had been
invested in shares of one or more Oppenheimer funds selected by the Trustee. The
amount paid to the Trustee under the plan will be determined based upon the
performance of the selected funds.
Deferral of Trustees' fees under the plan will not materially affect the
Fund's assets, liabilities or net income per share. The plan will not obligate
the Fund to retain the services of any Trustee or to pay any particular level of
compensation to any Trustee. Pursuant to an Order issued by the Securities and
Exchange Commission, the Fund may invest in the funds selected by the Trustee
under the plan without shareholder approval for the limited purpose of
determining the value of the Trustee's deferred fee account.
Officers of the Fund. Each officer of the Fund is elected by the Trustees to
serve an annual term. Information is given below about the Fund's executive
officers who are not Trustees of the Fund, including their business experience
during the past five years. Messrs. Bishop, Bowen, Donohue, Farrar and Zack
serve in a similar capacity with the other New York-based Oppenheimer funds.
Arthur P. Steinmetz, Vice President and Portfolio Manager, Age: 41.
Two World Trade Center, 34th Floor, New York, New York 10048-0203
Senior Vice President of the Adviser (since March 1993); an officer of other
Oppenheimer funds.
Caleb Wong, Vice President and Portfolio Manager, Age: 34. Two World Trade
Center, 34th Floor, New York, New York 10048-0203 Vice President of the
Adviser (since August 1999) previously Assistant Vice President of the
Adviser (since January 1997); worked in fixed-income quantitative research
and risk management for the Adviser (Since July 1996) prior to which he was
enrolled in the Ph.D. program for Economics at the University of Chicago.
Andrew J. Donohue, Secretary, Age: 49.
Two World Trade Center, 34th Floor, New York, New York 10048-0203 Executive
Vice President (since January 1993), General Counsel (since October 1991) and
a Director (since September 1995) of the Adviser; Executive Vice President
and General Counsel (since September 1993) and a director (since January
1992) of OppenheimerFunds Distributor, Inc.; Executive Vice President,
General Counsel and a director of HarbourView Asset Management Corporation,
Shareholder Services, Inc., Shareholder Financial Services, Inc. and (since
September 1995) Oppenheimer Partnership Holdings, Inc.; President and a
director of Centennial Asset Management Corporation (since September 1995),
an investment Adviser subsidiary of the Adviser; President, General Counsel
and a director of Oppenheimer Real Asset Management, Inc. (since July 1996);
General Counsel (since May 1996) and Secretary (since April 1997) of
Oppenheimer Acquisition Corp.; Vice President and a director of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since October 1997); an officer of other Oppenheimer funds.
Brian W. Wixted, Treasurer, Age:40.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since April 1999) of the Adviser;
Treasurer of HarbourView Asset Management Corporation, Shareholder Services,
Inc., Shareholder Financial Services, Inc. and Oppenheimer Partnership
Holdings, Inc. (since April 1999); Assistant Treasurer of Oppenheimer
Acquisition Corp. (since April 1999); Assistant Secretary of Centennial Asset
Management Corporation (since April 1999); formerly Principal and Chief
Operating Officer, Bankers Trust Company - Mutual Fund Services Division
(March 1995 - March 1999); Vice President and Chief Financial Officer of CS
First Boston Investment Management Corp. (September 1991 - March 1995); and
Vice President and Accounting Adviser, Merrill Lynch Asset Management
(November 1987 - September 1991).
Robert J. Bishop, Assistant Treasurer, Age: 41.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Adviser/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of
the Adviser/Mutual Fund Accounting (April 1994-May 1996), and a Fund
Controller for the Adviser.
Scott T. Farrar, Assistant Treasurer, Age: 34.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Adviser/Mutual Fund Accounting (since May 1996);
Assistant Treasurer of Oppenheimer Millennium Funds plc (since October 1997);
an officer of other Oppenheimer funds; formerly an Assistant Vice President
of the Adviser/Mutual Fund Accounting (April 1994-May 1996), and a Fund
Controller for the Adviser.
Robert G. Zack, Assistant Secretary, Age: 51.
Two World Trade Center, 34th Floor, New York, New York 10048-0203 Senior Vice
President (since May 1985) and Associate General Counsel (since May 1981) of
the Adviser, Assistant Secretary of Shareholder Services, Inc. (since May
1985), and Shareholder Financial Services, Inc. (since November 1989);
Assistant Secretary of OppenheimerFunds International Ltd. and Oppenheimer
Millennium Funds plc (since October 1997); an officer of other Oppenheimer
funds.
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
Trustees 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 Trustees
of the Fund, including a majority of the Trustees who are not "interested
persons" (as defined in the Investment Company Act) of the Fund or the Adviser,
at a meeting held October 7,1999 selected KPMG LLP ("KPMG") as auditors of the
Fund for the fiscal year beginning November 1, 1999. KPMG also serves as
auditors for certain other funds for which the Adviser acts as investment
adviser. At the Meeting, a resolution will be presented for the shareholders'
vote to ratify the selection of KPMG as auditors. Representatives of KPMG are
not expected to be present at the Meeting but will be available should any
matter arise requiring their presence. The Board of Trustees recommends approval
of the selection of KPMG as auditors of the Fund.
Additional Information
The Adviser and the Transfer Agent. Subject to the authority of the Board of
Trustees, the Adviser is responsible for the day-to-day management of the Fund's
business, pursuant to its investment advisory agreement with the Fund.
Shareholder Financial Services, Inc. ("SFSI"), a subsidiary of the Adviser, acts
as primary transfer agent, shareholder servicing agent and dividend paying agent
for the Fund. Fees paid to SFSI are based on the number of shareholder accounts
and the number of shareholder transactions, plus out-of-pocket costs and
expenses. The Fund incurred approximately $45,641 in expenses for the fiscal
year ended October 31, 1999 for services provided by SFSI.
The Advisor (including subsidiaries and affiliates) currently manages investment
companies, including other Oppenheimer funds, with assets of more than $120
billion as of March 1, 2000, and with more than 5 million shareholder accounts.
The Advisor is a wholly-owned subsidiary of Oppenheimer Acquisition Corp.
("OAC"), a holding company controlled by Massachusetts Mutual Life Insurance
Company ("MassMutual"). The Advisor and OAC are located at Two World Trade
Center, New York, New York 10048. MassMutual is located at 1295 State Street,
Springfield, Massachusetts 01111. OAC acquired the Advisor on October 22, 1990.
As indicated below, the common stock of OAC is owned by (i) certain officers
and/or directors of the Advisor, (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.
The common stock of OAC is divided into three classes. Effective as of
August 1, 1997, OAC declared a ten for one stock split. At December 31, 1999, on
a post-split basis, MassMutual held (i) all of the 21,600,000 shares of Class A
voting stock, (ii) 8,667,670 shares of Class B voting stock, and (iii)
15,022,072 shares of Class C non-voting stock. This collectively represented
89.5% of the outstanding common stock and 85% of the voting power of OAC as of
that date. Certain officers and/or directors of the Advisor held (i) 3,660,540
shares of the Class B voting stock, representing 7.2% of the outstanding common
stock and 10.3% of the voting power, and (ii) options acquired without cash
payment which, when they become exercisable, allow the holders to purchase up to
5,170,889 shares of Class C non-voting stock. That group includes persons who
serve as officers of the Fund and Bridget A. Macaskill, who serves as a Trustee
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 Advisor). 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. From the period October 1, 1998 to September 31, 1999,
the only transactions on a post-split basis by persons who serve as Trustees of
the Fund were by Mr. Spiro who sold 30,000 shares of Class B OAC common stock to
Mass Mutual for a cash payment of $9,399,000 and Ms. Macaskill who exercised
434,873 options to Mass Mutual for a cash payment of $14,770,051.
The names and principal occupations of the executive officers and directors
of the Advisor are as follows: Bridget A. Macaskill, President, Chief Executive
Officer and a director; James C. Swain, Vice Chairman; Jeremy Griffiths,
Executive Vice President and Chief Financial Officer; O. Leonard Darling,
Executive Vice President and Chief Investment Officer; Andrew J. Donohue,
Executive Vice President, General Counsel and a director; George Batejan,
Executive Vice President and Chief Information Officer, Craig Dinsell, Loretta
McCarthy, James Ruff and Andrew Ruotolo, Executive Vice Presidents; Brian W.
Wixted, Senior Vice President and Treasurer; Charles Albers, Peter M. Antos,
Victor Babin, Bruce Bartlett, Richard Bayha, Robert A. Densen, Ronald H.
Fielding, Robert B. Grill, Robert Guy Thomas W. Keffer, Avram Kornberg, John S.
Kowalik, Andrew J. Mika, David Negri, Robert E. Patterson, Russell Read, Richard
Rubinstein, Christian D. Smith, Arthur Steinmetz, John Stoma, Jerry A. Webman,
William L. Wilby, Donna Winn, Robert G. Zack, and Arthur J. Zimmer, Senior Vice
Presidents; and Barbara Hennigar, Chairman of OppenheimerFunds Services, a
division of the Advisor. These officers are located at one of the four offices
of the Advisor: Two World Trade Center, New York, NY 10048-0203; 6803 South
Tucson Way, Englewood, CO 80112; 350 Linden Oaks, Rochester, NY 14625-2807 and
One Financial Plaza, 755 Main Street, Hartford, CT 06103.
RECEIPT OF SHAREHOLDER PROPOSALS
Any shareholder who wishes to present a proposal for action at the next annual
meeting of shareholders and who wishes to have it set forth in a proxy statement
and identified in the form of proxy prepared by the Fund must notify the Fund in
such a manner so that such notice is received by the Fund by December 1, 2000
and in such form as is required under the rules and regulations promulgated by
the Securities and Exchange Commission.
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 may 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 Trustees,
Andrew J. Donohue, Secretary
March 10, 2000
OPPENHEIMER MULTI-SECTOR INCOME TRUST
PROXY FOR ANNUAL SHAREHOLDERS MEETING TO BE HELD APRIL 26, 2000
Your shareholder vote is important!
Your prompt response can save your 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 Multi-Sector Income Trust
Proxy for Annual Shareholders Meeting to be held April 26, 2000
The undersigned shareholder of Oppenheimer Multi-Sector Income Trust (the
"Fund") does hereby appoint Robert Bishop, Andrew J. Donohue, Scott Farrar and
Brian Wixted, and each of them, as attorneys-in-fact and proxies of the
undersigned, with full power of substitution, to attend the Annual Meeting of
Shareholders of the Fund to be held April 26, 2000 at 6803 South Tucson Way,
Englewood, Colorado 80112 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 Trustees and on the Proposal
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 TRUSTEES, WHICH RECOMMENDS A VOTE FOR
THE ELECTION OF ALL NOMINEES FOR TRUSTEE AND FOR THE 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
680
Oppenheimer Multi-Sector Income Trust/Proxy for Annual Shareholders Meeting to
be held April 26, 2000.
Your shareholder vote is important!
Your prompt response can save your 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 Trustees
A) Leon Levy
B) Bridget A. Macaskill
C) Clayton K. Yeutter
D) Phillip A. Griffiths
_______FOR all nominees listed ___ WITHHOLD AUTHORITY
except as marked to the contrary. to vote for all nominees
Instruction: To withhold authority to
vote for any individual nominee, line
out that nominee's name at left.
2. Ratification of selection of KPMG 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 behalf of such entity and give his or her
title.
Dated: _____________________, 2000
(Month) (Day)
Signature(s)
Signature(s)
Please read both sides of this ballot.
Bridget A. Macaskill
President and
Chief Executive Officer OppenheimerFunds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048-0203
800 525-7048
March 10, 2000
Dear Oppenheimer Multi-Sector Income Trust Shareholder,
We have scheduled a shareholder meeting on April 26, 2000 for you to
decide upon some important proposals for the Fund. Your ballot card and a
detailed statement of the issues are enclosed with this letter.
Your Board of Trustees believes the matters being proposed for approval
are in the best interests of the Fund and its shareholders and recommends a vote
"for" the election of Trustees and for the Proposal. Regardless of the number of
shares you own, it is important that your shares be represented and voted. So we
urge you to consider these issues carefully and to make your vote count.
How do you vote?
To vote, simply complete the ballot card by marking your choices, sign it,
and return it in the postage-paid envelope provided. Remember, it can be
expensive for the Fund -- a portion of which is owned by you as a shareholder --
to remail ballot cards if not enough responses are received to conduct the
meeting.
What are the issues?
You are being asked to consider and approve the election of three Trustees
in Class A to hold office until 2003. And to elect one Trustee in Class C to
hold office until 2002. The Board of Trustees' primary responsibility is the
management of the Fund. They meet regularly to review the activities of the
Fund's day-to-day operations.
In addition, the Board is asking you to consider and approve the selection
of KPMG LLP as independent certified public accountants and auditors of the Fund
for the fiscal year beginning November 1, 1999.
Please read the enclosed proxy statement for complete details on these
proposals. Of course if you have any questions, please contact your financial
advisor or call us at 1-800-647-7374.
As always, we appreciate your confidence in OppenheimerFunds and thank you
for allowing us to manage a portion of your investment assets.
Sincerely,
BAM
Enclosures