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. 16)
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.
16
OPPENHEIMER MULTI-SECTOR INCOME TRUST
Two World Trade Center, New York, New York 10048-0203
Notice Of Annual Meeting Of Shareholders
To Be Held May 4, 2001
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 1:00 P.M., Denver time, on Friday, May
4, 2001, or any adjournments thereof (the "Meeting"), for the following
purposes:
(1) To elect five Trustees in Class B to hold office until the term of such
class shall expire in 2004, or until their successors are 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 27, 2001 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 12, 2001
- -------------------------------------------------------------------------
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.
680
OPPENHEIMER MULTI-SECTOR INCOME TRUST
Two World Trade Center, New York, New York 10048-0203
PROXY STATEMENT
Annual Meeting Of Shareholders
To Be Held May 4, 2001
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
1:00 P.M., Denver time, on Friday, May 4, 2001 or any adjournments thereof (the
"Meeting"). It is expected that the mailing of this Proxy Statement will be made
on or about March 12, 2001. For a free copy of the annual report covering the
operations of the Fund for the fiscal year ended October 31, 2000, 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 advisor), or by officers or employees of the Fund's
investment advisor (the "Advisor"), 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 $5,000 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 27, 2001 the record
date, there were 29,116,067 shares of the Fund issued and outstanding. As of
February 27, 2001, 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., One Pershing Plaza, Jersey City,
New Jersey 07303, which owned 1,650,034 shares (5.66% of the shares); AG Edwards
& Sons, Inc., One North Jefferson Avenue, St. Louis, Missouri 63101 which owned
2,001,608 shares (6.87% of the shares); Paine Webber Inc., 1000 Harbor
Boulevard, 6th Floor, Weehawken, New Jersey 07087, which owned 3,456,079 shares
(11.87% of the shares); Salomon Smith Barney, Inc., 333 W. 34th Street New York,
New York 10001, which owned 1,915,238 shares (6.58% of the shares); and First
Clearing Corporation, Riverfront Plaza, 901 E. Byrd Street, Richmond, Virginia,
which owned 1,626,035 shares (5.58% 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, five Class B 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. 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 five nominees.
Each of the Class B Nominees, Robert G. Galli, Benjamin Lipstein, Kenneth A.
Randall, Edward V. Regan and Russell S. Reynolds, Jr. are presently Trustees
of the Fund. All present Trustees of the Fund have been previously elected
by the Fund's shareholders. Each nominee has agreed to be nominated and to
serve as a Trustee. Class B 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 classes of the Board and the expiration dates of their terms of
office are shown below.
Each of the nominees and other Trustees are Trustees or Directors of the
following New York-based Oppenheimer funds1:
Oppenheimer International Small Company
Oppenheimer California Municipal Fund Fund
Oppenheimer Capital Appreciation Fund Oppenheimer Large Cap Growth Fund
Oppenheimer Capital Preservation Fund Oppenheimer Money Market Fund, Inc.
Oppenheimer Developing Markets Fund Oppenheimer Multiple Strategies Fund
Oppenheimer Discovery Fund Oppenheimer Multi-Sector Income Trust Oppenheimer
Emerging Growth Fund Oppenheimer Multi-State Municipal Trust Oppenheimer
Emerging Technologies Fund Oppenheimer Municipal Bond Fund Oppenheimer
Enterprise Fund Oppenheimer New York Municipal Fund Oppenheimer Europe Fund
Oppenheimer Series Fund, Inc. Oppenheimer Global Fund Oppenheimer U.S.
Government Trust Oppenheimer Global Growth & Income Fund Oppenheimer Trinity
Core Fund Oppenheimer Gold & Special Minerals Fund Oppenheimer Trinity Growth
Fund Oppenheimer Growth Fund Oppenheimer Trinity Value Fund Oppenheimer
International Growth 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 Advisor 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.
1 Ms. Macaskill and Mr. Griffiths are not Directors of Oppenheimer Money
Market Fund, Inc.
As of February 27, 2001 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. 2003
first became a (investment partnership) (since 1982) and
Trustee in 1959 Chairman of Avatar Holdings, Inc. (real estate
Age: 75 development).
Bridget A. Macaskill* Chairman (since August 2000), Chief Executive 2003
first became a Officer (since September 1995) and a director
Trustee in 1995 (since December 1994) of the Advisor;
Age: 52 President (since September 1995) and a
director (since October 1990) of Oppenheimer Acquisition
Corp., the Advisor's parent holding company; President,
Chief Executive Officer and a director (since March
2000) of OFI Private Investments, Inc., an investment
advisor subsidiary of the Advisor; Chairman and a
director of Shareholder Services, Inc. (since August
1994) and Shareholder Financial Services, Inc. (since
September 1995), transfer agent subsidiaries of the
Advisor; President (since September 1995) and a director
(since November 1989) of Oppenheimer Partnership
Holdings, Inc., a holding company subsidiary of the
Advisor; President and a director (since October 1997)
of OppenheimerFunds International Ltd., an offshore fund
management subsidiary of the Advisor and of Oppenheimer
Millennium Funds plc; a director of HarbourView Asset
Management Corporation (since July 1991) and of
Oppenheimer Real Asset Management, Inc. (since July
1996), investment advisor subsidiaries of the Advisor; a
director (since April 2000) of OppenheimerFunds Legacy
Program, a charitable trust program established by the
Advisor; a director of Prudential Corporation plc (a
U.K. financial service company); President and a trustee
of other Oppenheimer funds; formerly President of the
Advisor (June 1991 - August 2000).
Clayton K. Yeutter Of Counsel, Hogan & Hartson (a Washington, 2003
first became a D.C. law firm). Other directorships:
Trustee in 1993 Caterpillar, Inc.; Zurich Financial Services;
Age: 70 ConAgra, Inc.; FMC Corporation; Texas
Instruments Incorporated; and Weyerhaeuser Co.
Formerly a director of Farmers Group, Inc.
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 (October 1995 -
Age: 67 December 1997) and Executive Vice President
(December 1977 - October 1995) of the Advisor; 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: 77
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: 73 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: 70 a director of RBAsset (real estate manager); a
director of OffitBank; Trustee, Financial Accounting
Foundation (FASB and GASB); President, Baruch College of
the City University of New York; formerly New York State
Comptroller and trustee, New York State and Local
Retirement Fund.
Russell S. Reynolds, Chairman of The Directorship Search Group, 2001
Jr. Inc. (corporate governance consulting and
first became a executive recruiting); a director of
Trustee in 1989 Professional Staff Limited (a U.K. temporary
Age: 69 staffing company); 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: 71 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: 62 (since 1979); formerly (in descending
chronological order) a director of Bankers Trust
Corporation, Provost and Professor of Mathematics at
Duke University, a director of Research Triangle
Institute, Raleigh, N.C., and a Professor of Mathematics
at Harvard University.
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: 75 director (January 1969 - August 1999) of the
Advisor; President and Director of
OppenheimerFunds Distributor, Inc., a
subsidiary of the Advisor and the Fund's
Distributor (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 Advisor, 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, 2000. 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 Advisor or the Fund and all of whom are
"independent" as that term is defined in The New York Stock Exchange listing
standards. 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,
2000. The Committee reviewed and discussed the audited financial statements with
management and the independent auditors, discussed matters required to be
discussed with the independent auditors, received the required written
disclosures and letter from the independent auditors, discussed the independence
of the auditor's with the independent auditors and based on these discussions
and review recommended to the Board of Trustees that the audited financial
statements be included in the Fund's annual report. The Fund adopted an Audit
Committee Charter. A copy of the Audit Committee Charter is attached to this
proxy statement as Exhibit A. The Board of Trustees does not have a standing
nominating or compensation committee.
Remuneration of Trustees The officers of the Fund and one of the Trustees of the
Fund (Ms. Macaskill) who is affiliated with the Advisor 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, 2000. 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
2000.
Total
Retirement Compensation
Benefits from all
Aggregate Accrued as Part New York based
Trustee's Name Compensation of Fund Oppenheimer
and Other Positions from Fund1 Expenses Funds (30 Funds)2
Leon Levy
Chairman $1,540 None $171,950
Robert G. Galli
Study Committee Member $937 None $191,1343
Phillip A. Griffiths $601 None $59,529
Benjamin Lipstein
Study Committee Chairman,
Audit Committee Member $1,331 None $148,639
Elizabeth B. Moynihan
Study Committee Member $937 None $104,695
Kenneth A. Randall
Audit Committee Chairman $860 None $96,034
Edward V. Regan
Proxy Committee Chairman,
Audit Committee Member $850 None $94,995
Russell S. Reynolds, Jr.
Proxy Committee Member $637 None $71,069
Donald W. Spiro $568 None $63,435
Clayton K. Yeutter
Proxy Committee Member $637 None $71,069
1. Aggregate compensation includes fees, deferred compensation, if any, for a
Trustee. No retirement benefit expenses were allocated to the Fund for fiscal
year 2000 due to a reallocation of such expenses among the New York-based
Oppenheimer funds.
2. For the 2000 calendar year.
3. Total compensation for the 2000 calendar year includes compensation received
for serving as a Trustee or Director of 10 additional Oppenheimer funds.
|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: 42. Two World
Trade Center, New York, New York 10048-0203 Senior Vice President of the Advisor
(since March 1993) and of HarbourView Asset Management Corporation (since March
2000); an officer and portfolio manager of other Oppenheimer funds.
Caleb Wong, Vice President and Portfolio Manager, Age: 35.
Two World Trade Center, New York, New York 10048-0203
Vice President (since June 1999) of the Advisor; worked in fixed-income
quantitative research and risk management for the Advisor (since July 1996);
formerly Assistant Vice President of the Advisor (January 1997 - June 1999);
before joining the Advisor in July 1996 he was enrolled in the Ph.D. program for
Economics at the University of Chicago.
Andrew J. Donohue, Secretary, Age: 50.
Two World Trade Center, 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 Advisor; 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 (since September 1995) of HarbourView Asset
Management Corporation, Shareholder Services, Inc., Shareholder Financial
Services, Inc. and Oppenheimer Partnership Holdings, Inc., of OFI Private
Investments, Inc. (since March 2000), and of Oppenheimer Trust Company (since
May 2000); President and a director of Centennial Asset Management Corporation
(since September 1995) and of Oppenheimer Real Asset Management, Inc. (since
July 1996); Vice President and a director (since September 1997) of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc; a
director (since April 2000) of OppenheimerFunds Legacy Program; General Counsel
(since May 1996) and Secretary (since April 1997) of Oppenheimer Acquisition
Corp.; an officer of other Oppenheimer funds.
Brian W. Wixted, Treasurer, Age: 41
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since March 1999) of the Advisor; Treasurer
(since March 1999) of HarbourView Asset Management Corporation, Shareholder
Services, Inc., Oppenheimer Real Asset Management Corporation, Shareholder
Financial Services, Inc. and Oppenheimer Partnership Holdings, Inc., of OFI
Private Investments, Inc. (since March 2000) and of OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since May 2000);
Treasurer and Chief Financial Officer (since May 2000) of Oppenheimer Trust
Company; Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp.
and of Centennial Asset Management Corporation; an officer of other Oppenheimer
funds; 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).
Robert G. Zack, Assistant Secretary, Age: 52.
Two World Trade Center, New York, New York 10048-0203
Senior Vice President (since May 1985) and Associate General Counsel (since
May 1981) of the Advisor; Assistant Secretary of Shareholder Services, Inc.
(since May 1985), Shareholder Financial Services, Inc. (since November 1989);
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since October 1997); an officer of other Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer, Age: 42.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Advisor/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of the
Advisor/Mutual Fund Accounting (April 1994 - May 1996) and a Fund Controller of
the Advisor.
Scott T. Farrar, Assistant Treasurer, Age: 35.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Advisor/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
Advisor/Mutual Fund Accounting (April 1994 - May 1996), and a Fund Controller of
the Advisor.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act and the Fund's undertakings to The New York Stock
Exchange require 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 Advisor, at a meeting held October
12, 2000 selected KPMG LLP ("KPMG") as auditors of the Fund for the fiscal year
beginning November 1, 2000. KPMG also serves as auditors for certain other funds
for which the Advisor acts as investment advisor and provides certain auditing
and non-auditing services for the Advisor and its affiliated companies. The
Audit Committee of the Fund's Board of Trustees considered and found that the
provision of such non-audit services is compatible with maintaining the
principal accountant's independence. At the Meeting, a resolution will be
presented for the shareholders' vote to ratify the selection of KPMG as auditors
for the fiscal year beginning November 1, 2000.
During the fiscal year ended October 31, 2000, KPMG performed audit services for
the Fund including the audit of the Fund's financial statements, review of the
Fund's annual report and registration statement amendment, consultation on
financial accounting and reporting matters, and meetings with the Board of
Trustees.
Audit Fees
The aggregate fees billed by KPMG for professional services rendered for the
audit of the Fund's annual financial statement for the year ended October 31,
2000 were $25,000.
All Other Fees
There were no fees billed by KPMG for services rendered to the Fund other than
the services described above under "Audit Fees" for the fiscal year ended
October 31, 2000. Additionally, there were no fees billed by KPMG to the Advisor
or affiliates of the Advisor for services rendered to the Advisor or its
affiliates for the fiscal year ended December 31, 2000.
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 Advisor and the Transfer Agent. Subject to the authority of the Board of
Trustees, the Advisor 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 Advisor, acts
as primary transfer agent, shareholder servicing agent and dividend paying agent
for the Fund. SFSI is paid an agreed upon fee for each account plus
out-of-pocket costs and expenses. The Fund incurred approximately $46,108 in
expenses for the fiscal year ended October 31, 2000 for services provided by
SFSI.
The Advisor (including subsidiaries) managed assets of more than $125 billion as
of December 31, 2000, including more than 65 funds having 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, the Distributor 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, 2000, on a
post-split basis, MassMutual held (i) all of the 21,600,000 shares of Class A
voting stock, (ii) 11,037,845 shares of Class B voting stock, and (iii)
19,154,597 shares of Class C non-voting stock. This collectively represented
92.34% of the outstanding common stock and 91.7% of the voting power of OAC as
of that date. Certain officers and/or directors of the Advisor held (i)
2,562,990 shares of the Class B voting stock, representing 5.38% of the
outstanding common stock and 7.2% of the voting power, (ii) 456,268 shares of
Class C non-voting stock, and (iii) options acquired without cash payment which,
when they become exercisable, allow the holders to purchase up to 484,826 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 June 30, 1999 to December 31, 2000, the only
transactions on a post-split basis by persons who serve as Trustees of the Fund
were by Ms. Macaskill who exercised 451,540 options to Mass Mutual for combined
cash payments of $15,483,899.
The names and principal occupations of the executive officers and
directors of the Advisor are as follows: Bridget A. Macaskill, Chief
Executive Officer, Chairman and a director; James C. Swain, Vice Chairman;
John Murphy, President and Chief Operating Officer and a director; Jeremy
Griffiths, Executive Vice President, Chief Financial Officer and a director;
O. Leonard Darling, Vice Chairman, Executive Vice President, Chief Investment
Officer, and a director; 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; and Charles Albers, Victor Babin, Bruce Bartlett, Robert A.
Densen, Ronald H. Fielding, Robert B. Grill, Robert Guy, Steve Ilnitzki, Lynn
Oberist Keeshan, Thomas W. Keffer, Avram Kornberg, John S. Kowalik, Chris
Leavy, Andrew J. Mika, David Negri, David Robertson, Richard Rubinstein,
Arthur Steinmetz, John Stoma, Jerry A. Webman, William L. Wilby, Donna Winn,
Carol Wolf, Kurt Wolfgruber, Robert G. Zack, and Arthur J. Zimmer, Senior
Vice Presidents. These officers are located at one of the three offices of
the Advisor: Two World Trade Center, New York, NY 10048-0203; 6803 South
Tucson Way, Englewood, CO 80112;and 350 Linden Oaks, Rochester, NY 14625-2807.
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, 2001
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 12, 2001
Exhibit A
CHARTER OF THE
AUDIT COMMITTEES
OF THE
NEW YORK-BASED OPPENHEIMER FUNDS
The function of the Audit Committee is oversight. It is the Manager's
responsibility to maintain appropriate systems for accounting and internal
control, and the auditor's responsibility to plan and carry out a proper audit.
The Audit Committee shall assist the Board in connection with the
preparation of the semi-annual and annual Fund financial statements. In doing
so, the Committee shall recommend to the Board the selection (or termination) of
the independent certified public accountants and auditor for the Funds and shall
also have the following responsibilities, functions and authority:
1. The Committee shall maintain a direct line of communication and meet with
the independent certified public accountants and auditor for the Funds
(the "Auditor") who currently is KPMG LLP, to review:
1.01 The scope of audits and audit reports;
1.02 The personnel, staffing, qualifications and experience of the Auditor;
1.03 The independence of the Auditor;
1.04 The compensation of the Auditor;
1.05 The audited financial statements and other financial information
submitted by the Auditor;
1.06 Management letters submitted by the Auditor in connection with audits
of financial statements and the Manager's responses;
1.07 All recommendations and comments submitted to the Board or the
Committee by the Auditor, either written or verbal;
1.08 Changes in accounting and auditing procedures, principals, practices,
standards and reporting;
1.09 Tax matters affecting the Funds, including:
(a) Compliance with the provisions of the Internal Revenue Code
and regulations, including annual reviews for each Fund
concerning qualification as a regulated investment company
under the Internal Revenue Code;
(b) Tax legislation and rulings.
2. The Committee shall also receive and review reports and materials
submitted by any certified public accounting or auditing firm concerning
the following matters:
2.01 Reports concerning the policies, procedures and operating
effectiveness of the Oppenheimer Fund Accounting Department.
2.02 Reports concerning portfolio accounting software, and the Fund
Accounting Department's use and implementation thereof.
2.03 Reports concerning the transfer agent's internal controls and
performance under and compliance with shareholder servicing and
transfer agency agreements which relate to Fund accounting matters
or the Fund's financial statements.
3. The Committee shall review reports from the Manager's Internal Audit
Department and meet with staff of the Internal Audit Department, with or
without the presence of personnel of the Manager as the Committee deems
appropriate, to discuss the reports.
4. The Committee shall review the annual and semi-annual reports for the
Funds and meet with appropriate personnel of the Fund Accounting
Department for this purpose.
5. 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 Manager and may request officers and personnel of the Manager to
meet with the Committee. The Committee may employ and meet with such
experts as it deems necessary to perform its functions. The Committee
shall keep minutes and records of its meetings and shall report to the
Board.
6. The Committee may meet alone and outside the presence of personnel of the
Manager with any certified public accountant and auditing firm rendering
reports to the Committee or the Board relating to Fund accounting matters
and with outside legal counsel. The Committee may also meet with the
Manager separate from the presence of the personnel of any such certified
public accountant and auditing firm.
7. The Committee may review other information and meet with any other parties
relevant to the review of the Auditors, the audit engagement or the
internal controls of the Manager.
8. The Committee shall evaluate and make recommendations regarding the
retirement plan, deferred compensation plan and other benefits provided by
the Funds to the independent and interested Board Members.
9. The Committee shall review and consider other Fund accounting matters that
may be referred to it by the Board or by the Chief Executive Officer of
any Fund.
10. This Charter of the Committee may be amended or modified from time to
time by the Board of any Fund.
11. The Committee shall be composed entirely of Board members who are not
currently and have not previously been employed as directors or officers
of the Manager or its affiliates.
12. A majority of the Funds' trustees who are not "interested persons" as that
term is defined in Section 2(a)(19) of the Investment Company Act of 1940
("Independent Trustees") shall appoint each Committee member, and may set
a maximum term of appointment of each Committee member. The Chairman of
the Committee shall be appointed by the Chairman of the Board of the
Funds.
13. The Committee shall review this Charter annually and recommend to the
Boards any changes to the Charter that the Committee deems appropriate.
Adopted by the Board of the New
York-
Based Oppenheimer Funds on October
7, 1999
___/s/ ANDREW J. DONOHUE_______
-------------------------------
Andrew J. Donohue, Secretary
OPPENHEIMER MULTI-SECTOR INCOME TRUST
PROXY FOR ANNUAL SHAREHOLDERS MEETING
TO BE HELD May 4, 2001
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 May 4, 2001 at 6803 South Tucson Way,
Englewood, Colorado 80112 at 1:00 P.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.
Your shareholder vote is important!
Your prompt response can save your Fund the expense of another mailing. 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.
Your prompt response can save your Fund the expense of another mailing.
Please mark your proxy below, date and sign it, and return it promptly in the
accompanying envelope, which requires no postage if mailed in the United States.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS KEEP THIS PORTION
FOR YOUR RECORDS
- ------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Oppenheimer Multi-Sector Income Trust
1. Election of Trustees
A) Robert G. Galli
B) Benjamin Lipstein
C) Kenneth A. Randall
D) Edward V. Regan
E) Russell S. Reynolds, Jr
FOR WITHOLD FOR ALL EXCEPT
ALL____ ALL____ ____
. To withhold authority to vote,
mark "For All Execept" and write
the nominee's letter on the line
below.
Vote on Proposal
2. Ratification of selection of KPMG LLP as independent certified public
accountants and auditors for the fiscal year commencing November 1, 2001
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: _____________________, 2001
(Month) (Day)
Signature(s)
Signature(s)
680
Bridget A. Macaskill
Chairman and OppenheimerFunds Logo
Chief Executive Officer Two World Trade Center,
34th Floor New York, NY
10048-0203
800.525.7048
www.oppenheimerfunds.com
March 12, 2001
Dear Oppenheimer Multi-Sector Income Trust Shareholder,
We have scheduled a shareholder meeting on May 4, 2001 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 make your vote count.
How do you vote?
To cast your vote, simply mark, sign and date the enclosed proxy ballot and
return it in the postage-paid envelope today. Remember, it can be expensive for
the Fund--and ultimately for you as a shareholder--to remail ballots if not
enough responses are received to conduct the meeting. If your vote is not
received before the scheduled meeting, you may receive a telephone call asking
you to vote.
What are the issues?
o Election of Trustees. You are being asked to consider and approve the
election of 5 Trustees. You will find detailed information on the Trustees in
the enclosed proxy statement.
o Ratification of Auditors. The Board is asking you to ratify the selection of
KPMG LLP as independent certified public accountants and auditors of the Fund
for the current fiscal year.
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 1-800-525-7048. As always, we appreciate your confidence
in OppenheimerFunds and look forward to serving you for many years to come.
Sincerely,
Bridget A. Macaskill's signature
Enclosures
XP0680.003.0301