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)
OPPENHEIMER MULTI-SECTOR INCOME TRUST
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(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:
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1 - Set forth the amount on which the filing fee is calculated and state how it
was determined.
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OPPENHEIMER MULTI-SECTOR INCOME TRUST
Two World Trade Center, New York, New York 10048-0203
Notice Of Annual Meeting Of Shareholders
To Be Held April 16, 1998
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 11:30 A.M., Denver time, on Thursday,
April 16, 1998, 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 2001, 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, 1997 (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 20, 1998 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
February 25, 1998
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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.
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OPPENHEIMER MULTI-SECTOR INCOME TRUST
Two World Trade Center, New York, New York 10048-0203
PROXY STATEMENT
Annual Meeting Of Shareholders
To Be Held April 16, 1998
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
11:30 A.M., Denver time, on Thursday, April 16, 1998 or any adjournments thereof
(the "Meeting"). It is expected that the mailing of this Proxy Statement will be
made on or about February 25, 1998. For a free copy of the annual report
covering the operations of the Fund for the fiscal year ended October 31, 1997,
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
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adjournment if sufficient votes for its approval have been received and it is
otherwise appropriate. Any adjourned session or sessions may be held within 90
days after the date set for the original Meeting without the necessity of
further notice.
If a shareholder executes and returns a proxy but fails to indicate how the
votes should be cast, the proxy will be voted in favor of the election of each
of the nominees named herein for Trustee and in favor of the Proposal.
The proxy may be revoked at any time prior to the voting by: (1) writing to the
Secretary of the Fund at Two World Trade Center, New York, New York 10048-0203;
(2) attending the Meeting and voting in person; or (3) signing and returning a
new proxy (if returned and received in time to be voted).
The cost of the preparation and distribution of these proxy materials is an
expense of the Fund. In addition to the solicitation of proxies by mail, proxies
may be solicited by officers or employees of the Fund's transfer agent,
Shareholder Financial Services, Inc. (a subsidiary of OppenheimerFunds, Inc.,
the Fund's investment adviser), or by officers or employees of the Fund's
investment adviser, 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. 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 20, 1998 the record
date, there were 29,116,067 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, the
only person know by the management of the Fund to own or be the beneficial owner
of 5% or more of the outstanding shares of the Fund was Paine Webber
Incorporated, 1000 Harbor Boulevard, 6th Floor, Union City, New Jersey 07087-
6727, which owned of record 5,819,138 shares (19.99% of the shares); Smith
Barney, Inc., 388 Greenwich Street, 30th Floor, New York, New York 10013-2375,
which owned 2,291,472 shares (7.87% of the shares); Prudential Securities, Inc.,
One York Plaza, Floor 8, New York, New York 10004, which owned 1,980,411 shares
(6.80% of the shares); and AG Edwards & Sons, Inc., One North Jefferson Avenue,
St. Louis, Missouri 63103, which owned 1,855,426 shares (6.37% 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.
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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 second 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 California Municipal Fund, Oppenheimer Capital Appreciation Fund,
Oppenheimer Developing Markets Fund, Oppenheimer Discovery Fund, Oppenheimer
Enterprise Fund, Oppenheimer Global Fund, Oppenheimer Global Growth & Income
Fund, Oppenheimer Gold & Special Minerals Fund, Oppenheimer Growth Fund,
Oppenheimer International Growth Fund, Oppenheimer International Small Company
Fund, Oppenheimer Mid-Cap Fund, Oppenheimer Money Market Fund, Inc., Oppenheimer
Multiple Strategies Fund, Oppenheimer Municipal Bond Fund, Oppenheimer New York
Municipal Fund, Oppenheimer Multi-State Municipal Trust, Oppenheimer Series
Fund, Inc. and Oppenheimer World Bond Fund (the "New York-based Oppenheimer
funds"), except that Ms. Macaskill is not a Director of Oppenheimer Money Market
Fund, Inc. Ms. Macaskill and Messrs. Spiro, Levy, Bishop, Bowen, Donohue, Farrar
and Zack respectively hold the same offices with the other New York-based
Oppenheimer funds as with the Fund.
The nominees and other Trustees indicated below by an asterisk are "interested
persons" (as that term is defined in the Investment Company Act of 1940, as
amended, hereinafter referred to as the "Investment Company Act") of the Fund
due to the positions indicated with the Adviser or its affiliates or other
positions described. The year given below indicates when the nominees and the
other Trustees first became a trustee or director of any of the New York-based
Oppenheimer funds without a break in service. If any of the nominees should be
unable to accept nomination or election, it is the intention of the persons
named as attorneys-in-fact in the enclosed proxy to vote such proxy for the
election of such other person or persons selected and nominated by disinterested
Trustees as the Board of Trustees may, in its discretion, recommend.
As of February 20, 1998 the Trustees held shares of the Fund, as follows: Donald
W. Spiro beneficially owned 25,000 shares of the Fund held in an account for
which Mr. Spiro is a trustee; Benjamin Lipstein disclaims beneficial ownership
of 1,000 shares of the Fund held by his wife, and 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 February 20, 1998.
Name and Business Experience Term
Other Information During the Past Five Years Expires
Class A
Leon Levy General Partner of 2000
first became a Odyssey Partners, L.P.(investment
Trustee in 1959 partnership)(since 1982); and
Age: 72 Chairman of Avatar Holdings, Inc.
(real estate development).
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Bridget A. Macaskill*# President (since June 1991), 2000
first became a Chief Executive Officer (since
Trustee in 1995 September 1995) and a Director
Age: 49 Adviser; President and director
(since December 1994) of the Adviser; President and
Director (since June 1991)of HarbourView, a
subsidiary of the Adviser; Chairman and a director
of SSI (since August 1994), and SFSI, transfer
agent subsidiaries of the Adviser (since September
1995); President (since September 1995) and a
director (since October 1990) of Oppenheimer
Acquisition Corp. ("OAC"), the Adviser's parent
holding company; President (since September 1995)
and a director(since November 1989) of Oppenheimer
Partnership Holdings, Inc., a holding company
subsidiary of the Adviser; a director of
Oppenheimer Real Asset Management, Inc. (since July
1996); President and a director (since October
1997) of OppenheimerFunds International Ltd., an
offshore fund manager subsidiary of the Adviser
("OFIL") and Oppenheimer Millennium Funds plc
(since October 1997); President and a director of
other Oppenheimer funds; a director of the NASDAQ
Stock Market, Inc. and of Hillsdown Holdings plc (a
U.K. food company); formerly an Executive Vice
President of the Adviser.
Clayton K. Yeutter Of Counsel to Hogan & Hartson 2000
first became a (a law firm); a director of B.A.T.
Trustee in 1993 Industries, Ltd. (tobacco and
Age: 67 financial services), Caterpillar, Inc.
(machinery), ConAgra, Inc. (food and
agricultural products), Farmers
Insurance Company (insurance), FMC Corp.
(chemicals and machinery), Texas
Instruments, Inc.(electronics);
formerly (in descending order)
Counselor 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.
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* A Trustee who is an "interested person" of the Fund.
# Not a director of Oppenheimer Money Market Fund, Inc.
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Class B
Robert G. Galli Formerly he held the following 1998
first became a positions: Vice Chairman of
Trustee in 1993 OppenheimerFunds, Inc. (The "Manager")
Age: 64 (October 1995-December 1997);
Vice President and Counsel of
Oppenheimer Acquisition Corp. ("OAC"), the
Adviser's parent holding company; Executive Vice
President, General Counsel and a director of the
Adviser and OppenheimerFunds Distributor, Inc.,Vice
President and a director of HarbourView and
Centennial Asset Management Corporation
("Centennial"), investment adviser subsidiaries of
the Adviser, a director of SFSI and SSI, transfer
agent subsidiaries of the Adviser, and an officer
of other Oppenheimer funds.
Benjamin Lipstein Professor Emeritus of Marketing, 1998
first became a Stern Graduate School of Business
Trustee in 1974 Administration, New York University;
Age: 74 formerly a director of Sussex
Publishers,Inc. (publishers of
Psychology Today and Mother Earth News)
and Spy Magazine, L.P.
Kenneth A. Randall A director of Dominion Resources, 1998
first became a Inc.(electric utility holding
Trustee in 1980 company), Dominion Energy, Inc.
Age: 70 (electric power and oil & gas
producer), Texas Cogeneration Company
(cogeneration company), 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
Manufactures Insurance Company.
Edward V. Regan Chairman of Municipal Assistance 1998
first became a Corporation for the City of New York;
Trustee in 1993 Senior Fellow of Jerome Levy Economics
Age: 67 Institute, Bard College; a member of
the U.S. Competitiveness Policy Council; a director
of River Bank America (real estate manager);
Trustee, Financial Accounting Foundation (FASB and
ASB); formerly New York State Comptroller and
trustee, New York State and Local Retirement Fund.
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Russell S. Reynolds, Jr. Founder Chairman of Russell 1998
first became a Reynolds Associates, Inc.
Trustee in 1989 (executive recruiting); Chairman
Age: 65 of Directorship, Inc.(corporate
governance consulting); a director of Professional
Staff Limited (U.K.); a trustee of Mystic Seaport
Museum, International House and Greenwich
Historical Society.
Class C
Elizabeth B. Moynihan Author and architectural historian; 1999
first became a a trustee of the Freer Gallery of
Trustee in 1992 Art(Smithsonian Institution), the
Age: 68 Institute of Fine Arts (New York
University), and National Building
Museum; a member of the Trustees
Council, Preservation League of New
York State, and of the Indo-U.S.
Sub-Commission on Education and Culture.
Donald W. Spiro* Chairman Emeritus (since August 1999
first became a 1991)and a director (since January
Trustee in 1985 1969)of the Adviser; formerly Chairman
Age: 72 of the Adviser and the Distributor.
Pauline Trigere Chairman and Chief Executive 1999
first became a Officer of Trigere, Inc.
Trustee in 1977 (design and sale of women's
Age: 85 fashions).
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* A Trustee who is an "interested person" of the Fund.
Vote Required. The affirmative vote of the holders of a majority of the voting
shares of the Fund represented in person or by proxy and entitled to vote at the
Meeting is required for the election of a nominee as Trustee. The Board of
Trustees recommends a vote for the election of each nominee.
Functions of the Board of Trustees. The primary responsibility for the
management of the Fund rests with the Board of Trustees. The Trustees meet
regularly to review the activities of the Fund and of the Adviser, which is
responsible for the Fund's day-to-day operations. Six regular meetings of the
Trustees were held during the fiscal year ended October 31, 1997. Each of the
Trustees was present for at least 75% of the meetings held of the Board and of
all committees on which that Trustee served. The Trustees of the Fund have
appointed an Audit Committee, comprised of Messrs. Randall (Chairman), Lipstein,
and Regan, none of whom is an "interested person" (as that term is defined in
the Investment Company Act) of the Adviser or the Fund. The functions of the
Committee include (i) making recommendations to the Board concerning the
selection of independent auditors for the Fund (subject to
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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,
1997. The Board of Trustees does not have a standing nominating or compensation
committee.
o Remuneration of Trustees. The officers of the Fund and certain Trustees
of the Fund (Ms. Macaskill and Mr. Spiro) who are affiliated with the Manager
receive no salary or fee from the Fund. Mr. Galli received no salary or fee
prior to January 1, 1998. 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, 1997. The compensation from all of the New
York-based Oppenheimer funds includes the Fund and is compensation received as a
director, trustee or member of a committee of the Board during the calendar year
1997.
Total
Retirement Compensation
Benefits From All New
Aggregate Accrued as York-based
Name and Compensation Part of Fund Oppenheimer
Position from Fund Expenses funds1
Leon Levy $6,624 $6,585 $158,500
Chairman and
Trustee
Benjamin Lipstein $5,726 $5,692 $137,000
Study
Committee
Chairman, Audit
Committee Member
and Trustee2
Elizabeth B. Moynihan $4,033 $4,009 $ 96,500
Study
Committee
Member and
Trustee
Kenneth A. Randall $3,699 $3,677 $ 88,500
Audit
Committee
Chairman and
Trustee
Edward V. Regan $3,657 $3,635 $ 87,500
Proxy Committee
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Chairman,
Audit
Committee
Member and
Trustee
Russell S.
Reynolds, Jr. $2,737 $2,721 $65,500
Proxy Committee
Member and
Trustee
Pauline Trigere $2,445 $2,431 $ 58,500
Trustee
Clayton K. Yeutter 2,737 $2,721 $ 65,500
Proxy Committee
Member and
Trustee
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1 For the 1997 calendar year.
2 Committee 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-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.
Deferred Compensation Plan. 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 elected 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 Trustee's fees under the plan will not materially affect the
Fund's assets, liabilities and 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
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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.
Robert E. Patterson, Vice President and Portfolio Manager; Age: 54.
Senior Vice President of the Adviser (since 1993); an officer of other
Oppenheimer funds.
Thomas P. Reedy, Vice President and Portfolio Manager; Age: 36.
Vice President of the Adviser (since June 1993); an officer of other
Oppenheimer funds; formerly a Securities Analyst for the Adviser.
Ashwin K. Vasan, Vice President and Portfolio Manager; Age: 35.
Vice President of the Adviser (since July 1993); 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: 46.
Vice President of the Adviser and Centennial (since June 1990); an officer
of other Oppenheimer funds.
Arthur J. Zimmer, Vice President and Portfolio Manager; Age: 51.
Vice President of the Adviser and Centennial; an officer of other
Oppenheimer funds.
Andrew J. Donohue, Secretary; Age: 47
Executive Vice President (since January 1993), General Counsel (since October
1991) and a director (since September 1995) of the Adviser; Executive Vice
President (since September 1993) and a director (since January 1992) of the
Distributor; Executive Vice President, General Counsel and a director of
HarbourView, SSI, SFSI and Oppenheimer Partnership Holdings, Inc. since
(September 1995) and MultiSource Services, Inc. (a broker-dealer) (since
December 1995); President and a director of Centennial (since September
1995); President and a director of Oppenheimer Real Asset Management, Inc.
(since July 1996); General Counsel (since May 1996) and Secretary (since
April 1997) of OAC; Vice President of OFIL and Oppenheimer Millennium Funds
plc (since October 1997); an officer of other Oppenheimer funds.
George C. Bowen, Treasurer; Age: 61
Senior Vice President (since September 1987) and Treasurer (since March 1985)
of the Adviser; Vice President (since June 1983) and Treasurer (since March
1985) of the Distributor; Vice President (since October 1989) and Treasurer
(since April 1986) of HarbourView; Senior Vice President (since February
1992), Treasurer (since July 1991)and a director (since December 1991) of
Centennial; President, Treasurer and a director of Centennial Capital
Corporation (since June 1989); Vice President and
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Treasurer (since August 1978) and Secretary (since April 1981) of SSI; Vice
President, Treasurer and Secretary of SFSI (since November 1989); Treasurer
of OAC (since June 1990); Treasurer of Oppenheimer Partnership Holdings, Inc.
(since November 1989); Vice President and Treasurer of Oppenheimer Real Asset
Management, Inc. (since July 1996); Chief Executive Officer, Treasurer and a
director of MultiSource Services, Inc., a broker-dealer (since December
1995); Trustee (since December 1997) of the Denver-based Oppenheimer Funds;
an officer of other Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer; Age: 39
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Adviser/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of
the Adviser/Mutual Fund Accounting (April 1994-May 1996), and a Fund
Controller for the Adviser.
Scott T. Farrar, Assistant Treasurer; Age: 32
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Adviser/Mutual Fund Accounting (since May 1996);
Assistant Treasurer of Oppenheimer Millennium Funds plc (since October 1997);
an officer of other Oppenheimer funds; formerly an Assistant Vice President
of the Adviser/Mutual Fund Accounting (April 1994-May 1996), and
a Fund Controller for the Adviser.
Robert G. Zack, Assistant Secretary; Age: 49
Senior Vice President (since May 1985) and Associate General Counsel (since
May 1981) of the Adviser, Assistant Secretary of SSI (since May 1985) and
SFSI (since November 1989); Assistant Secretary of Oppenheimer Millennium
Funds plc (since October 1997); an officer of other Oppenheimer funds.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act requires that independent certified public
accountants and auditors ("auditors") be selected annually by the Board of
Trustees and that such selection be ratified by the shareholders at the
next-convened annual meeting of the Fund, if one is held. The Board of Trustees
of the Fund, including a majority of the Trustees who are not "interested
persons" (as defined in the Investment Company Act) of the Fund or the Adviser,
at a meeting held October 9, 1997 selected KPMG Peat Marwick LLP ("KPMG") as
auditors of the Fund for the fiscal year beginning November 1, 1997. KPMG also
serves as auditors for certain other funds for which the Adviser acts as
investment adviser. At the Meeting, a resolution will be presented for the
shareholders' vote to ratify the selection of KPMG as auditors. Representatives
of KPMG are not expected to be present at the Meeting but will be available
should any matter arise requiring their presence. The Board of Trustees
recommends approval of the selection of KPMG as auditors of the Fund.
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Additional Information
The Adviser and the Transfer Agent. Subject to the authority of the Board of
Trustees, the Adviser is responsible for the day-to-day management of the Fund's
business, pursuant to its investment advisory agreement with the Fund.
Shareholder Financial Services, Inc. ("SFSI"), a subsidiary of the Adviser, acts
as primary transfer agent, shareholder servicing agent and dividend paying agent
for the Fund. Fees paid to SFSI are based on the number of shareholder accounts
and the number of shareholder transactions, plus out-of-pocket costs and
expenses. The Fund incurred approximately $79,657 in expenses for the fiscal
year ended October 31, 1997 for services provided by SFSI.
The Adviser (including subsidiaries) currently manages investment companies,
including other Oppenheimer funds, with assets of more than $75 billion as of
December 31, 1997, and with more than 3.5 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, 1997,
MassMutual held (i) all of the 2,160,000 shares of Class A voting stock, (ii)
827,181 shares of Class B voting stock, and (iii) 1,441,473 shares of Class C
non-voting stock. This collectively represented 88.6% of the outstanding common
stock and 95.3% of the voting power of OAC as of that date. Certain officers
and/or directors of the Adviser held (i) 405,090 shares of the Class B voting
stock, representing 8.1% of the outstanding common stock and 3.0% of the voting
power, and (ii) options acquired without cash payment which, when they become
exercisable, allow the holders to purchase up to 607,342 shares of Class C
non-voting stock. That group includes persons who serve as officers of the Fund
and Ms. Macaskill and Mr. 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, 1996 to December 31, 1997, 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 C OAC options, for cash payments aggregating $1,421,800 and Mr. Galli,
who sold 10,000 shares of Class C OAC common stock to MassMutual for an
aggregate of $810,900. Mr. Galli no longer holds any OAC stock or options
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; Donald W. Spiro, Chairman Emeritus and a director; James
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C. Swain, Vice Chairman; Jeremy Griffiths, Executive Vice President and Chief
Financial Officer; Robert C. Doll, Executive Vice President and a director;
Andrew J. Donohue, Executive Vice President, General Counsel and a director; O.
Leonard Darling, Paula Gabriele, Barbara Hennigar, James Ruff, Loretta McCarthy
and Nancy Sperte, Executive Vice Presidents; George C. Bowen, Senior Vice
President and Treasurer; Peter M. Antos, Victor Babin, Robert A. Densen, Craig
Dinsell, Ronald H. Fielding, Thomas W. Keffer, Robert E. Patterson, Russell
Read, Richard Rubinstein, Arthur Steinmetz, Ralph Stellmacher, John Stoma, Jerry
A. Webman, William L. Wilby and Robert G. Zack, Senior Vice Presidents. These
officers are located at one of the four offices of the Adviser: Two World Trade
Center, New York, NY 10048-0203; 6803 South Tucson Way, Englewood, CO 80112; 350
Linden Oaks, Rochester, NY 14625-2807 and One Financial Plaza, 755 Main Street,
Hartford, CT 06103.
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, 1998
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
February 25,1998
PROXY/680#8
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OPPENHEIMER MULTI-SECTOR INCOME TRUST
PROXY FOR ANNUAL SHAREHOLDERS MEETING TO BE HELD April 16, 1998
Your shareholder vote is important!
Your prompt response can save your Fund the expense of another mailing.
Please mark your proxy on the reverse side, date and sign it, and return it
promptly in the accompanying envelope, which requires no postage if mailed in
the United States.
Please detach at perforation before mailing.
- --------------------------------------------------------------------
Oppenheimer Multi-Sector Income Trust
Proxy for Annual Shareholders Meeting to be held April 16, 1998
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 April 16, 1998 at 6803 South Tucson Way,
Englewood, Colorado 80112 at 11:30 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
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<PAGE>
Oppenheimer Multi-Sector Income Trust/Proxy for Annual Shareholders Meeting to
be held April 16, 1998.
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) Robert G. Galli
B) Benjamin Lipstein
C) Kenneth A. Randall
D) Edward V. Regan
E) Russell S. Reynolds, Jr.
_______FOR all nominees listed ___ WITHHOLD AUTHORITY
except as marked to the contrary. to vote for all nominees
Instruction: To withhold authority to listed at left.
vote for any individual nominee, line
out that nominee's name at left.
2. Ratification of selection of KPMG as independent auditors
(Proposal No. 1)
FOR____ AGAINST____ ABSTAIN____
Dated: _____________________, 1998
(Month) (Day)
--------------------------------------------------
Signature(s)
--------------------------------------------------
Signature(s)
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.
Please read both sides of this ballot.
proxy\680#8
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