SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant / x /
Filed by a party other than the registrant / /
Check the appropriate box:
/ / 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
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(Name of Registrant as Specified in Its Charter)
Katherine P. Feld, Esq.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ x / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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(4) Proposed maximum aggregate value of transaction:
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/ / 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.
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(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing Party:
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(4) Date Filed:
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(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
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 3, 1995
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 3410
South Galena Street, Denver, Colorado 80231, at 11:00 A.M., Denver time,
on Wednesday, May 3, 1995, 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 classes shall expire in 1998, or until their successors are elected
and shall qualify;
(2) To ratify the selection of KPMG Peat Marwick LLP as the independent
certified public accountants and auditors of the Fund for the fiscal year
commencing November 1, 1994 (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 March 10, 1995 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
Proposal. WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
March 31, 1995
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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 3, 1995
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 3410 South Galena Street, Denver,
Colorado 80231, at 11:00 A.M., Denver time, on Wednesday, May 3, 1995, or
any adjournments thereof (the "Meeting"). It is expected that the mailing
of this Proxy Statement will be made on or about March 31, 1995. For a
free copy of the annual report covering the operations of the Fund for the
fiscal year ended October 31, 1994, call the Fund's transfer agent,
Shareholder Financial Services, Inc., 3443 South Galena Street, Denver,
Colorado 80231, 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 to ratify the selection of independent auditors 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 in the same proportion
as that broker-dealer votes street account shares for which voting
instructions were timely received. 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
investment adviser, Oppenheimer Management Corporation (the "Adviser"),
personally or by telephone or telegraph; any expenses so incurred will
also be borne by the Fund. Brokers, banks and other fiduciaries may be
required to forward soliciting material to their principals and to obtain
authorization for the execution of proxies. For those services they will
be reimbursed by the Fund for their out-of-pocket expenses.
Shares Outstanding and Entitled to Vote. As of March 10, 1995, the record
date, there were 29,090,283 shares of the Fund issued and outstanding.
All shares of the Fund have equal voting rights as to the election of
Trustees and as to the Proposal described herein, and the holders of
shares are entitled to one vote for each share (and a fractional vote for
a fractional share) held of record at the close of business on the record
date. As of the record date, no person owned of record or was known by
the management of the Fund to be the beneficial owner of 5% or more of the
outstanding shares of the Fund.
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., is presently a
Class B Trustee and has been previously elected by shareholders of the
Fund. 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 second class of the Board. The first
and third classes of the Board and the expiration dates of their terms of
office are shown below.
Each of the nominees and other Trustees is also a trustee or director of
Oppenheimer Fund, Oppenheimer Global Fund, Oppenheimer Global Emerging
Growth Fund, Oppenheimer Global Growth & Income Fund, Oppenheimer Growth
Fund, Oppenheimer Time Fund, Oppenheimer Target Fund, Oppenheimer Tax-Free
Bond Fund, Oppenheimer Gold & Special Minerals Fund, Oppenheimer New York
Tax-Exempt Fund, Oppenheimer California Tax-Exempt Fund, Oppenheimer
Multi-State Tax-Exempt Trust, Oppenheimer Asset Allocation Fund,
Oppenheimer Mortgage Income Fund, Oppenheimer Discovery Fund, Oppenheimer
Money Market Fund, Inc., Oppenheimer Multi-Government Trust and
Oppenheimer U.S. Government Trust (together with the Fund, the "New York
OppenheimerFunds"). Mr. Spiro is President of the Fund and each of the
other New York OppenheimerFunds.
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 OppenheimerFunds 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 March 10, 1995, the Trustees held shares of the Fund, as follows.
Donald W. Spiro beneficially owned 25,000 shares of the Fund held in
account for which Mr. Spiro is a trustee. Sidney M. Robbins disclaims
beneficial ownership of 1,000 shares of the Fund held by his wife, Anne
S. Robbins. Benjamin Lipstein disclaims beneficial ownership of 1,000
shares of the Fund held by his wife, Rosalind Russell. Robert G. Galli
held 3,000 shares of the Fund in a joint tenancy account and disclaims
beneficial ownership of such shares. Except for the foregoing, no other
Trustee and no officers of the Fund beneficially owned any shares of the
Fund as of March 10, 1995.
Term
Name and Business Experience Currently
Other Information During the Past Five Years Expires
Class A
Leon Levy General Partner of Odyssey 1997
first became a Partners, L.P. (investment
Trustee or Director partnership) and Chairman of
in 1959 Avatar Holdings, Inc.
Age: 69 (real estate development).
Leo Cherne Chairman Emeritus of the 1997
first became a International Rescue Committee
Trustee or Director (philanthropic organization);
in 1982 formerly Executive Director of
Age: 82 The Research Institute of
America.
Clayton K. Yeutter Of Counsel, Hogan & Hartson (a 1997
first became a law firm); a director of B.A.T.
Trustee or Director Industries, Ltd. (tobacco and
in 1992 financial services), Caterpillar,
Age: 64 Inc. (machinery), ConAgra, Inc.
(food and agricultural products),
Farmers Insurance Company
(insurance), FMC Corp. (chemicals
and machinery), Lindsay
Manufacturing Co. (irrigation
equipment), Texas Instruments,
Inc. (electronics) and The
Vigoro Corporation (fertilizer
manufacturer); formerly (in
descending chronological order)
Counsellor to the President
(Bush) for Domestic Policy,
Chairman of the Republican
National Committee, Secretary of
the U.S. Department of Agriculture,
and U.S. Trade Representative.
Class B
Robert G. Galli* Vice Chairman of the Adviser; 1995
first became a Vice President and Counsel of
Trustee or Director Oppenheimer Acquisition Corp.
in 1993 ("OAC"), the Adviser's parent
Age: 61 holding company; formerly held
the following positions: a
director of the Adviser and
Oppenheimer Funds Distributor,
Inc. (the "Distributor"), Vice
President and a director of
HarbourView Asset Management
Corporation ("Harbourview") and
Centennial Asset Management
Corporation ("Centennial"),
investment adviser subsidiaries
of the Adviser; a director of
Shareholder Financial Services,
Inc. ("SFSI") and Shareholder
Services, Inc. ("SSI"), transfer
agent subsidiaries of the
Adviser; an officer of other
OppenheimerFunds; and Executive
Vice President and General
Counsel of the Adviser and
the Distributor.
Benjamin Lipstein Professor Emeritus of Marketing, 1995
first became a Stern Graduate School of
Trustee or Director Business Administration, New
in 1974 York University; Director of
Age: 71 Sussex Publishers, Inc.
(Publishers of Psychology
Today and Mother Earth News)
and Director of Spy Magazine, L.P.
Kenneth A. Randall A director of Dominion Resources, 1995
first became a Inc. (electric utility holding
Trustee or Director company), Dominion Energy, Inc.
in 1980 (electric power and oil & gas
Age: 67 producer), Enron-Dominion Cogen
Corp. (cogeneration company),
Kemper Corporation (insurance
and financial services company),
Fidelity Life Association
(mutual life insurance company);
formerly Chairman of the Board of
ICL Inc. (information systems),
and President and Chief Executive
Officer of The Conference Board,
Inc. (international economic and
business research).
Edward V. Regan President of Jerome Levy Economics 1995
first became a Institute; a member of the U.S.
Trustee or Director Competitiveness Policy Council; a
in 1993 director of GranCare, Inc. (health
Age: 64 care provider); formerly New York
State Comptroller and a trustee,
New York State and Local Retirement
Fund.
Russell S. Reynolds, Jr. Founder and Chairman of Russell 1995
first became a Reynolds Associates, Inc.
Trustee or Director (executive recruiting); Chairman
in 1989 of Directors Publication, Inc.
Age: 63 trustee of Mystic Seaport Museum,
International House, Greenwich
Historical Society and Greenwich
Hospital.
Class C
Elizabeth Moynihan Author and architectural historian; 1996
first became a a trustee of the Freer Gallery of
Trustee or Director Art (Smithsonian Institution), the
in 1992 Institute of Fine Arts (New York
Age: 65 University), National Building
Museum; a member of the Trustees
Council, Preservation League of
New York State; a member of the
Indo-U.S. Sub-Commission on
Education and Culture.
Sidney M. Robbins Chase Manhattan Professor Emeritus 1996
first became a of Financial Institutions, Graduate
Trustee or Director School of Business, Columbia
in 1963 University; Visiting Professor of
Age: 83 Finance, University of Hawaii; a
director of The Korea Fund, Inc.
and The Malaysia Fund, Inc.
(closed-end investment companies);
a member of the Board of Advisors,
Olympus Private Placement Fund,
L.P.; Professor Emeritus of
Finance, Adelphi University.
Donald W. Spiro* Chairman Emeritus and a director 1996
first became a of the Manager; formerly Chairman
Trustee or Director of the Manager and Oppenheimer Funds
in 1985 Distributor, Inc. (the "Distributor").
Age: 69
Pauline Trigere Chairman and Chief Executive Officer 1996
first became a of Trigere, Inc. (design and sale of
Trustee or Director women's fashions).
in 1977
Age: 82
[FN]
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* A Trustee who is an "interested person" of the Adviser under the
Investment Company Act.
Vote Required. An 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 the Adviser, which
is responsible for the Fund's day-to-day operations. Six regular meetings
of the Trustees were held in the fiscal year ended October 31, 1994 and
all of the Trustees except Mr. Cherne were present for at least 75% of
those meetings. The Trustees of the Fund have appointed an Audit
Committee, comprised of Messrs. Randall (Chairman), Robbins (Vice
Chairman) and Cherne, 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 Audit 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 Audit Committee
met four times during the fiscal year ended October 31, 1994 and all
members except Mr. Cherne attended at least 75% of those meetings. The
Board of Trustees does not have a standing nominating or compensation
committee.
Remuneration of Trustees. The officers of the Fund are affiliated with
the Adviser. They and the Trustees of the Fund who are affiliated with
the Adviser (Messrs. Galli and Spiro; Mr. Spiro is also an officer)
receive no salary or fee from the Fund. The Trustees of the Fund
(including Mr. Delaney, a former Trustee, but excluding Messrs. Galli and
Spiro) received the total amounts shown below (i) from the Fund, during
its fiscal year ended October 31, 1994, and (ii) from all 19 of the New
York OppenheimerFunds (including the Fund) listed in the third paragraph
of this section (and from Oppenheimer Global Environment Fund, a former
New York OppenheimerFund), for services in the positions shown:
Total Compensation
Aggregate From All
Compensation New York
Name Position From Fund OppenheimerFunds1
Leon Levy Chairman and Trustee $ 8,229 $141,000
Leo Cherne Audit Committee Member and$ 4,017 $ 68,800
Trustee
Edmund T. Delaney Audit Committee Member and$ 5,031 $ 86,200
Trustee2
Benjamin Lipstein Study Committee Member and$ 5,031 $ 86,200
Trustee
Elizabeth B. Moynihan Study Committee Member3 and$ 3,537 $ 60,625
Trustee
Kenneth A. Randall Audit Committee Member and$ 4,577 $ 78,400
Trustee
Edward V. Regan Audit Committee Member3 and$ 3,282 $ 56,275
Trustee
Russell S. Reynolds, Jr.Trustee $ 3,043 $ 52,100
Sidney M. Robbins Study Committee Chairman,$ 7,130 $122,100
Audit Committee Vice-
Chairman and Trustee
Pauline Trigere Trustee $ 3,043 $ 52,100
Clayton K. Yeutter Trustee $ 3,043 $ 52,100
$49,963
______________________
1For the 1994 calendar year.
2Board and committee positions held during a portion of the period shown.
3Committee position held during a portion of the period shown.
The Fund has adopted a retirement plan that provides for payment to a
retired Trustee of up to 80% of the average compensation paid during that
Trustee's five years of service in which the highest compensation was
received. A Trustee must serve in that capacity for any of the New York
OppenheimerFunds for at least 15 years to be eligible for the maximum
payment. Because retirement benefits are determined by future
compensation, they are not presently estimable. No provision was made
during the fiscal year ended October 31, 1994 for the Fund's projected
retirement benefit obligations. No payments have been made by the Fund
under the plan as of October 31, 1994.
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 OppenheimerFunds.
Robert E. Patterson, Vice President and Portfolio Manager; Age: 51.
Senior Vice President of the Adviser; an officer of other
OppenheimerFunds.
Thomas P. Reedy, Vice President and Portfolio Manager; Age: 32.
Vice President of the Adviser; an officer of other OppenheimerFunds;
formerly a Securities Analyst for the Adviser.
David A. Rosenberg, Vice President and Portfolio Manager; Age: 36.
Vice President of the Adviser; an officer of other OppenheimerFunds;
formerly an officer and portfolio manager for Delaware Investment
Advisors and for one of its mutual funds.
Ashwin K. Vasan, Vice President and Portfolio Manager; Age: 32.
Vice President of the Adviser; an officer of other OppenheimerFunds;
formerly a Securities Analyst for the Adviser, prior to which he was
a Securities Analyst for Citibank, N.A.
Carol E. Wolf, Vice President and Portfolio Manager; Age: 43.
Vice President of the Adviser and Centennial; an officer of other
OppenheimerFunds.
Arthur J. Zimmer, Vice President and Portfolio Manager; Age: 48.
Vice President of the Adviser and Centennial; an officer of other
OppenheimerFunds; formerly Vice President of Hanifen Imhoff
Management Company (mutual fund investment adviser).
Andrew J. Donohue, Secretary; Age: 44.
Executive Vice President and General Counsel of the Adviser and the
Distributor; an officer of other OppenheimerFunds; formerly Senior
Vice President and Associate General Counsel of the Adviser and the
Distributor, Partner in Kraft & McManimon (a law firm), an officer
of First Investors Corporation (a broker-dealer) and First Investors
Management Company, Inc. (broker-dealer and investment adviser),
director and an officer of First Investors Family of Funds and First
Investors Life Insurance Company.
George C. Bowen, Treasurer; Age 58.
Senior Vice President and Treasurer of the Adviser; Vice President
and Treasurer of the Distributor and HarbourView; Senior Vice
President, Treasurer, Assistant Secretary and a director of
Centennial; Vice President, Treasurer and Secretary of SSI and SFSI;
an officer of other OppenheimerFunds.
Robert G. Zack, Assistant Secretary; Age: 46.
Senior Vice President and Associate General Counsel of the Adviser;
Assistant Secretary of SSI and SFSI; an officer of other
OppenheimerFunds.
Robert Bishop, Assistant Treasurer; Age 36.
Assistant Vice President of the Adviser/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Adviser, prior to which he was an Accountant for Yale &
Seffinger, P.C., an accounting firm, and previously an Accountant and
Commissions Supervisor for Stuart James Company Inc., a broker-
dealer.
Scott Farrar, Assistant Treasurer; Age 29.
Assistant Vice President of the Adviser/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Adviser, prior to which he was an International Mutual Fund
Supervisor for Brown Brothers Harriman & Co., a bank, and previously
a Senior Fund Accountant for State Street Bank & Trust Company.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act requires that independent certified public
accountants and auditors ("auditors") be selected annually by the Board
of 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 March 16, 1995, selected KPMG Peat
Marwick LLP ("Peat Marwick") as auditors of the Fund for the fiscal year
beginning November 1, 1994. Peat Marwick 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 Peat Marwick as auditors. Representatives of Peat
Marwick 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 Peat Marwick as auditors
of the Fund.
ADDITIONAL INFORMATION
The Adviser and the Distributor. 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. Oppenheimer Funds Distributor, Inc., a wholly-owned subsidiary
of the Adviser, is the general distributor of the Fund's shares. The
Adviser (including a subsidiary) currently manages investment companies,
including other OppenheimerFunds, with assets of more than $29 billion as
of December 31, 1994, and with more than 2.4 million shareholder accounts.
The Adviser is a wholly-owned subsidiary of Oppenheimer Acquisition Corp.
("OAC"), a holding company controlled by Massachusetts Mutual Life
Insurance Company ("MassMutual"). MassMutual is located at 1295 State
Street, Springfield, Massachusetts 01111. OAC acquired the Adviser on
October 22, 1990. As indicated below, the common stock of OAC is owned
by (i) certain officers and/or directors of the Adviser, (ii) MassMutual
and (iii) another investor. No institution or person holds 5% or more of
OAC's outstanding common stock except MassMutual. MassMutual has engaged
in the life insurance business since 1851. It is the nation's twelfth
largest life insurance company by assets and has an A.M. Best Co. rating
of "A++".
The common stock of OAC is divided into three classes. At December 31,
1994, MassMutual held (i) all of the 2,160,000 shares of Class A voting
stock, (ii) 422,023 shares of Class B voting stock, and (iii) 937,403
shares of Class C non-voting stock. This collectively represented 80.2%
of the outstanding common stock and 86.5% of the voting power of OAC as
of that date. Certain officers and/or directors of the Adviser held (i)
706,286 shares of the Class B voting stock, representing 16.1% of the
outstanding common stock and 10.9% of the voting power, and (ii) options
acquired without cash payment which, when they become exercisable, allow
the holders to purchase up to 744,282 shares of Class C non-voting stock.
That group includes persons who serve as officers of the Fund and two of
whom (Messrs. Robert G. Galli and Donald W. Spiro) serve as Trustees of
the Fund. Holders of OAC Class B and Class C common stock may put (sell)
their shares and vested options to OAC or MassMutual at a formula price
(based on earnings of the Adviser). MassMutual may exercise call
(purchase) options on all outstanding shares of both such classes of
common stock and vested options at the same formula price, according to
a schedule that will commence on September 30, 1995. Since November 1,
1993, the only transaction by persons who serve as Trustees of the Fund
in excess of 1% of the outstanding shares of common stock or options of
OAC were by Mr. Galli, who surrendered to OAC 45,445 stock appreciation
rights issued in tandem with the Class C OAC options for $2,821,736, and
by Mr. Spiro, who sold 50,000 shares of Class B OAC common stock to
MassMutual for $3,740,000, in each instance for cash payments by OAC or
MassMutual to be made as follows: one-third of the amount due (i) within
30 days of the transaction, (ii) by the first anniversary following the
transaction (with interest), and (iii) by the second anniversary following
the transaction (with interest).
The names and principal occupations of the executive officers and
directors of the Adviser are as follows: Jon S. Fossel, Chairman, Chief
Executive Officer and a director; Bridget A. Macaskill, President and a
director; Donald W. Spiro, Chairman Emeritus and a director; Robert G.
Galli and James C. Swain, Vice Chairmen of the Board of Directors of the
Adviser; Robert C. Doll, Jr. and O. Leonard Darling, Executive Vice
Presidents; Tilghman G. Pitts III, Executive Vice President and a
director; Andrew J. Donohue, Executive Vice President and General Counsel;
Kenneth C. Eich, Executive Vice President and Chief Financial Officer;
George C. Bowen, Senior Vice President and Treasurer; Victor Babin,
Loretta McCarthy, Robert Patterson, Nancy Sperte, Arthur Steinmetz, Ralph
Stellmacher and Robert G. Zack, Senior Vice Presidents. The address of
Messrs. Bowen, Eich, Freedman and Swain is 3410 South Galena Street,
Denver, Colorado 80231. The address of all other officers and directors
is Two World Trade Center, New York, New York 10048-0203, which is also
the address of the Adviser and OAC.
The Administrator. Mitchell Hutchins Asset Management Inc. (the
"Administrator") serves as the Fund's Administrator pursuant to an
Administration Agreement between the Fund and the Administrator. The
address of the Administrator, an affiliate of Paine Webber Incorporated,
is 1285 Avenue of the Americas, New York, New York 10019.
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, 1995 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 31, 1995
OPPENHEIMER MULTI-SECTOR INCOME TRUST
PROXY FOR ANNUAL SHAREHOLDERS MEETING TO BE HELD MAY 3, 1995
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 May 3, 1995
The undersigned shareholder of Oppenheimer Multi-Sector Income Trust (the
"Fund") does hereby appoint Robert Bishop, George C. Bowen, Andrew J.
Donohue and Scott Farrar, and each of them, as attorneys-in-fact and
proxies of the undersigned, with full power of substitution, to attend the
Annual Meeting of Shareholders of the Fund to be held May 3, 1995, at 3410
South Galena Street, Denver, Colorado, 80231 at 11:00 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
Oppenheimer Multi-Sector Income Trust/Proxy for Annual Shareholders
Meeting to be held May 3, 1995
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) R. Galli D) E. Regan
B) B. Lipstein E) R. Reynolds
C) K. Randall
____ FOR all nominees listed ____ WITHHOLD AUTHORITY
except as marked to the contrary at to vote for all nominees
left. Instruction: To withhold listed at left.
authority to vote for any individual
nominee, line out that nominee's name
at left.
2. Ratification of selection of KPMG Peat Marwick LLP as independent
auditors (Proposal No. 1)
FOR____ AGAINST____ ABSTAIN____
Dated: _______________________, 1995
(Month) (Day)
___________________________________
Signature(s)
___________________________________
Signature(s)
Please read both sides of this ballot.
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.
680
(Logo) OppenheimerFunds
Jon S.Fossel Oppenheimer Management Corporation
Chairman and Two World Trade Center
Chief Executive Officer New York, NY 10048-0203
800 647-7374
April 1995
Your vote counts...
Dear Oppenheimer Multi-Sector Income Trust Shareholder:
We have scheduled a shareholder meeting for May 3, 1995 to consider
and vote on some important items concerning your Fund. A notice of the
meeting and a proxy statement detailing these matters are enclosed. Your
Board of Trustees, which represents you in matters regarding your Fund,
recommends approval of the items now being submitted to shareholders for
a vote.
How do you vote?
No matter how large or small your investment, your vote is important,
so please review the proxy statement carefully. To cast your vote, simply
mark, sign and date the enclosed proxy ballot and return it in the
postage-paid envelope today.
What are the items?
- Election of Trustees. There are 5 nominees for Trustees up for
election. A brief statement of the Trustees' names and
backgrounds is included for your information.
- Ratification of Auditors. Your approval is requested on the
appointment of the independent auditing firm that reviews the
financial statements of your Fund.
If you have questions regarding these items, please contact your
financial advisor or call us at 1-800-687-7374.
Sincerely,
/s/ Jon S. Fossel
Jon S. Fossel
P.S. Casting your vote is quick and easy, so please take a moment to
complete the proxy ballot.