BAM Letterhead
March, 1996
Your vote counts. . .
Dear Multi-Sector Income Trust, Inc. Shareholder:
We have scheduled a shareholder meeting for May 21, 1996 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 any questions regarding these items, please contact your
financial advisor or call us at 1-800-687-7374.
Sincerely,
Bridget A. Macaskill
P.S. Casting your vote is quick and easy, so please take a moment to
complete the proxy ballot.
<PAGE>
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 21, 1996
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 Tuesday, May 21, 1996, or any adjournments thereof (the "Meeting"), for
the following purposes:
(1) To elect one Trustee in Class A to hold office until the term of such
class shall expire in 1997; or until their successor is elected and shall
qualify;
(2) To elect four Trustees in Class C to hold office until the term of
such classes shall expire in 1999, or until their successors are elected
and shall qualify;
(3) 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, 1995 (Proposal No. 1); and
(4) To transact such other business as may properly come before the
Meeting.
Shareholders of record at the close of business on March 22, 1996 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
April 8, 1996
<PAGE>
- -------------------------------------------------------------------------
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
<PAGE>
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 21, 1996
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 Tuesday, May 21, 1996, or
any adjournments thereof (the "Meeting"). It is expected that the mailing
of this Proxy Statement will be made on or about April 8, 1996. For a
free copy of the annual report covering the operations of the Fund for the
fiscal year ended October 31, 1995, 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, OppenheimerFunds, Inc. (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 22, 1996, the record
date, there were 29,116,068 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, one Class A Trustee is to be elected for a one year term, four
Class C 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 C Nominees, Elizabeth Moynihan, Sidney M. Robbins,
Donald W. Spiro and Pauline Trigere, are presently trustees of the Fund.
All present trustees of the Fund have been previously elected by the
Fund's shareholders except for Ms. Bridget A. Macaskill, a Class A nominee
who was appointed a trustee in 1995 by the Fund's Board of Directors.
Each nominee has agreed to be nominated and to serve as a Trustee. Class
A Trustee to be elected at the Meeting shall serve as such for a one year
term and constitute the first class of the Board. Class C 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 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 Enterprise 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 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"). Ms. Macaskill
is President, Mr. Levy is Chairman, and Mr. Spiro is Vice Chairman of the
Fund and each of the other New York Oppenheimer funds.
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 22, 1996, 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.
Benjamin Lipstein disclaims beneficial ownership of 1,000 shares of the
Fund held by his wife. 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 22, 1996.
<TABLE>
<CAPTION>
Term
Name and Business Experience Currently
Other Information During the Past Five Years Expires
<S> <C> <C>
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: 70 (real estate development).
Bridget A. Macaskill* President, Chief Executive 1997
first became a Officer and a Director of the
Trustee or Director Adviser; Chairman and a Director
in 1995 of SSI; President and a Director
Age: 47 of OAC and HarbourView; and a
Director of Oppenheimer
Partnership Holdings, Inc., a
holding company subsidiary of
the Adviser; formerly an
Executive Vice President of
the Adviser.
________________________
* A Trustee who is an "interested person" of the Fund or the Adviser under the Investment Company Act.
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: 65 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 OppenheimerFunds, 1998
first became a Inc. ("OFI") (the Adviser) and
Trustee or Director Vice President and Counsel of
in 1993 Oppenheimer Acquisition Corp. ("OAC"),
Age: 62 the Adviser's parent holding company;
formerly he held the following
positions: a director of the Adviser
and OppenheimerFunds Distributor,
Inc. ("OFDI"), 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
Oppenheimer funds; and Executive
Vice President and General
Counsel of the Adviser and
the Distributor.
________________________
* A Trustee who is an "interested person" of the Fund or the Adviser under the Investment Company Act.
Benjamin Lipstein Professor Emeritus of Marketing, 1998
first became a Stern Graduate School of
Trustee or Director Business Administration, New
in 1974 York University; Director of
Age: 72 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, 1998
first became a Inc. (electric utility holding
Trustee or Director company), Dominion Energy, Inc.
in 1980 (electric power and oil & gas
Age: 68 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 Chairman of Municipal Assistance 1998
first became a Corporation for the City of New York;
Trustee or Director President of Jerome Levy Economics
in 1993 Institute, a member of the U.S.
Age: 65 Competitiveness Policy Council; a
director of GranCare, Inc. (health
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 1998
first became a Reynolds Associates, Inc.
Trustee or Director (executive recruiting); Chairman
in 1989 of Directors Publication, Inc.
Age: 64 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: 66 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: 84 Finance, University of Hawaii; a
director of The Korea 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 Adviser; formerly Chairman
Trustee or Director of the Adviser and Oppenheimer Funds
in 1985 Distributor, Inc. (the "Distributor").
Age: 70
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: 83
<FN>
________________________
* A Trustee who is an "interested person" of the Fund or the Adviser under
the Investment Company Act.
</TABLE>
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, 1995 and
all of the Trustees now in office 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
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 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, 1995 and all members now in office 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 (Ms. Macaskill and Messrs. Galli and Spiro; Ms. Macaskill and Mr.
Spiro are also officers) receive no salary or fee from the Fund. The
Trustees of the Fund (excluding Ms. Macaskill and Messrs. Galli and Spiro)
received the total amounts shown below (i) from the Fund, during its
fiscal year ended October 31, 1995, and (ii) from all 18 of the New York-
based Oppenheimer funds (including the Fund) listed in the third paragraph
of this section (and from Oppenheimer Mortgage Income Fund and Oppenheimer
Time Fund, which ceased operation following the acquisition of their
assets by certain other Oppenheimer funds), for services in the positions
shown:
<TABLE>
<CAPTION>
Aggregate Retirement Benefits Total Compensation
Compensation Accrued as Part From All
Name and from of Fund New York-based
Position Fund Expenses Oppenheimer funds1
<S> <C> <C> <C>
Leon Levy 7,767 18,472 $141,000
Chairman and
Trustee
Benjamin Lipstein 4,748 11,293 $ 86,200
Study Committee
Member and Trustee
Elizabeth B. Moynihan 4,748 11,293 $ 86,200
Study Committee
Member and Trustee
Kenneth A. Randall 4,319 10,271 $ 78,400
Audit Committee
Member and Trustee
Edward V. Regan 3,790 9,013 $ 68,800
Audit Committee
Member and Trustee
Russell S. Reynolds, Jr. 2,870 6,825 $ 52,100
Trustee
Sidney M. Robbins 6,726 15,996 $122,100
Study Committee
Chairman, Audit
Committee Vice-Chairman
and Trustee
Pauline Trigere 2,870 6,825 $ 52,100
Trustee
Clayton K. Yeutter 2,870 6,825 $ 52,100
Trustee
<FN>
______________________
1 For the 1995 calendar year.
</TABLE>
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-
based Oppenheimer funds for at least 15 years to be eligible for the
maximum payment. Because each Trustee's retirement benefits will depend
on the amount of the Trustee's future compensation and length of service,
the amount of those benefits cannot be determined at this time, nor can
the Fund estimate the number of years of credited service that will be
used to determine those benefits.
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: 52.
Senior Vice President of the Adviser; an officer of other Oppenheimer
funds.
Thomas P. Reedy, Vice President and Portfolio Manager; Age: 34.
Vice President of the Adviser; an officer of other Oppenheimer funds;
formerly a Securities Analyst for the Adviser.
David A. Rosenberg, Vice President and Portfolio Manager; Age: 37.
Vice President of the Adviser; an officer of other Oppenheimer funds;
formerly an officer and portfolio manager for Delaware Investment
Advisors.
Ashwin K. Vasan, Vice President and Portfolio Manager; Age: 33.
Vice President of the Adviser; an officer of other Oppenheimer funds;
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: 44.
Vice President of the Adviser and Centennial; an officer of other
Oppenheimer funds.
Arthur J. Zimmer, Vice President and Portfolio Manager; Age: 49.
Vice President of the Adviser and Centennial; an officer of other
Oppenheimer funds; formerly Vice President of Hanifen Imhoff
Management Company (mutual fund investment adviser).
Andrew J. Donohue, Secretary; Age: 45.
Executive Vice President and General Counsel of the Adviser and OFDI;
President and Director of Centennial; an officer of other Oppenheimer
funds; 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 59.
Senior Vice President and Treasurer of the Adviser; Vice President
and Treasurer of OFDI 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 Oppenheimer funds.
Robert G. Zack, Assistant Secretary; Age: 47.
Senior Vice President and Associate General Counsel of the Adviser;
Assistant Secretary of SSI and SFSI; an officer of other Oppenheimer
funds.
Robert J. Bishop, Assistant Treasurer; Age 37.
Assistant Vice President of the Adviser/Mutual Fund Accounting; an
officer of other Oppenheimer funds; 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 T. Farrar, Assistant Treasurer; Age 30.
Assistant Vice President of the Adviser/Mutual Fund Accounting; an
officer of other Oppenheimer funds; 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 December 14, 1995, selected KPMG
Peat Marwick LLP ("Peat Marwick") as auditors of the Fund for the fiscal
year beginning November 1, 1995. 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. 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.
The Adviser (including a subsidiary) currently manages investment
companies, including other OppenheimerFunds, with assets of more than $50
billion as of March 1, 1996, and with more than 2.9 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"). The Adviser 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 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.
The common stock of OAC is divided into three classes. At December 31,
1995, MassMutual held (i) all of the 2,160,000 shares of Class A voting
stock, (ii) 482,637 shares of Class B voting stock, and (iii) 943,135
shares of Class C non-voting stock. This collectively represented 81.6%
of the outstanding common stock and 87.4% of the voting power of OAC as
of that date. Certain officers and/or directors of the Adviser held (i)
642,172 shares of the Class B voting stock, representing 14.6% of the
outstanding common stock and 10.0% of the voting power, and (ii) options
acquired without cash payment which, when they become exercisable, allow
the holders to purchase up to 719,310 shares of Class C non-voting stock.
That group includes persons who serve as officers of the Fund and Ms.
Macaskill and Messrs. Robert G. Galli and Donald W. Spiro, who 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. From the
period November 1, 1994 to December 31, 1995, the only transactions by
persons who serve as Trustees of the Fund were by Ms. Macaskill, who
surrendered to OAC 20,000 stock appreciation rights issued in tandem with
the Class B OAC options, for cash payments aggregating $1,421,800, Mr.
Galli, who sold 10,000 shares of Class C OAC common stock to MassMutual
for an aggregate of $787,900, for cash payments by OAC or MassMutual
(subject to adjustment of the formula price) 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: Bridget A. Macaskill, President,
Chief Executive Officer and a director; Jon S. Fossel, Chairman and a
director; Donald W. Spiro, Chairman Emeritus and a director; Robert G.
Galli and James C. Swain, Vice Chairmen; Robert C. Doll, O. Leonard
Darling, Barbara Hennigar, James Ruff, Loretta McCarthy and Nancy Sperte,
Executive Vice Presidents; Tilghman G. Pitts III, Executive Vice President
and a director; Andrew J. Donohue, Executive Vice President and General
Counsel; George C. Bowen, Senior Vice President and Treasurer; Victor
Babin, Robert A. Densen, Ronald H. Fielding, Robert E. Patterson, Richard
Rubinstein, Arthur Steinmetz, Ralph Stellmacher, Jerry A. Webman, William
L. Wilby and Robert G. Zack, Senior Vice Presidents.
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, 1996 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
April 8, 1996
<PAGE>
OPPENHEIMER MULTI-SECTOR INCOME TRUST
PROXY FOR ANNUAL SHAREHOLDERS MEETING TO BE HELD MAY 21, 1996
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 21, 1996
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 21, 1996, 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
<PAGE>
Oppenheimer Multi-Sector Income Trust/Proxy for Annual Shareholders
Meeting to be held May 21, 1996
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) Bridget A. Macaskill
B) Elizabeth Moynihan
C) Sidney M. Robbins
D) Donald W. Spiro
E) Pauline Trigere
____ 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: _______________________, 1996
(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.
