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:
/ X / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OPPENHEIMER MULTI-SECTOR INCOME TRUST
- ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
OPPENHEIMER MULTI-SECTOR INCOME TRUST
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee Computed on table below per Exchange Act Rules 14a -6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: 1
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing Party:
(4) Date Filed:
- --------------------
1 - Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
13
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 29, 1999
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 29, 1999, or any adjournments thereof (the "Meeting"), for the following
purposes:
(1) To elect three Trustees in Class C to hold office until the term of such
class shall expire in 2002, or until their successors are elected and
shall qualify;
(2) To ratify the selection of KPMG LLP as the independent certified public
accountants and auditors of the Fund for the fiscal year commencing
November 1, 1998 (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 1, 1999 are entitled to
vote at the Meeting. The election of Trustees and the Proposal are more fully
discussed in the Proxy Statement. Please read it carefully before telling us,
through your proxy or in person, how you wish your shares to be voted. The Board
of Trustees of the Fund recommends a vote to elect each of its nominees as
Trustee and in favor of the Proposals. WE URGE YOU TO SIGN, DATE AND MAIL THE
ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
March 10, 1999
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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.
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 29, 1999
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 29, 1999 or any adjournments thereof
(the "Meeting"). It is expected that the mailing of this Proxy Statement will be
made on or about March 10, 1999. For a free copy of the annual report covering
the operations of the Fund for the fiscal year ended October 31, 1998, call the
Fund's transfer agent, Shareholder Financial Services, Inc., at 1-800-647-7374.
The enclosed proxy, if properly executed and returned, will be voted (or counted
as an abstention or withheld from voting) in accordance with the choices
specified thereon, and will be included in determining whether there is a quorum
to conduct the Meeting. The proxy will be voted in favor of the nominees for
Trustee named in this Proxy Statement unless a choice is indicated to withhold
authority to vote for all listed nominees or any individual nominee. The proxy
will be voted in favor of the Proposal unless a choice is indicated to vote
against or to abstain from voting on the Proposal.
Shares owned of record by broker-dealers for the benefit of their customers
("street account shares") will be voted by the broker-dealer based on
instructions received from its customers. If no instructions are received, the
broker-dealer may (if permitted under applicable stock exchange rules), as
record holder, vote such shares for the election of Trustees and on the Proposal
in the same proportion as that broker-dealer votes street account shares for
which voting instructions were timely received. Abstentions will be counted as
present for purposes of determining a quorum and will have the same effect as a
vote against the proposal.
If at the time any session of the Meeting is called to order a quorum is not
present, in person or by proxy, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but sufficient votes in favor of the proposal
have not been received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies with
respect to any such proposal. All such adjournments will require the affirmative
vote of a majority of the shares present in person or by proxy at the session of
the Meeting to be adjourned. The persons names as proxies will vote those
proxies which they are entitled to vote in favor of the proposal, in favor of
such an adjournment, and will vote those proxies required to be voted against
the proposal, against any such adjournment. A vote may be taken on one or more
of the proposals in this proxy statement prior to any such adjournment if
sufficient votes for its approval have been received and it is otherwise
appropriate. Any adjourned session or sessions may be held within 90 days after
the date set for the original Meeting without the necessity of further notice.
If a shareholder executes and returns a proxy but fails to indicate how the
votes should be cast, the proxy will be voted in favor of the election of each
of the nominees named herein for Trustee and in favor of the Proposal. The proxy
may be revoked at any time prior to the voting by: (1) writing to the Secretary
of the Fund at Two World Trade Center, New York, New York 10048-0203; (2)
attending the Meeting and voting in person; or (3) signing and returning a new
proxy (if returned and received in time to be voted).
The cost of the preparation and distribution of these proxy materials is an
expense of the Fund. In addition to the solicitation of proxies by mail, proxies
may be solicited by officers or employees of the Fund's transfer agent,
Shareholder Financial Services, Inc. (a subsidiary of OppenheimerFunds, Inc.,
the Fund's investment adviser), or by officers or employees of the Fund's
investment adviser (the "Adviser"), personally or by telephone or telegraph; any
expenses so incurred will also be borne by the Fund. Proxies may also be
solicited by a proxy solicitation firm hired at the Fund's expense for such
purpose. Brokers, banks and other fiduciaries may be required to forward
soliciting material to their principals and to obtain authorization for the
execution of proxies. It is anticipated that the cost of engaging a proxy
solicitation firm would not exceed $3,500 plus the additional costs which would
be incurred in connection with contacting those shareholders who have not voted.
These costs will, of course, vary. For those services they will be reimbursed by
the Fund for their out-of-pocket expenses.
Shares Outstanding and Entitled to Vote. As of March 1, 1999 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 February 19, 1999 the only
persons known by the management of the Fund to own or be the beneficial owner of
5% or more of the outstanding shares of the Fund were: Paine Webber Inc., 1000
Harbor Boulevard, 6th Floor, Weehawken, New Jersey 07087, which owned of record
4,733,709 shares (16.26% of the shares); Salomon Smith Barney, Inc., 333 W. 34th
Street New York, New York 10001, which owned 2,173,923 shares (7.47% of the
shares); Prudential Securities, Inc., One York Plaza, 8th Floor, New York, New
York 10004, which owned 1,796,339 shares (6.17% of the shares); AG Edwards &
Sons, Inc., One North Jefferson Avenue, St. Louis, Missouri 63103, which owned
1,980,439 shares (6.80% of the shares); and Donaldson, Lufkin and Jenrette
Securities Corp., One Pershing Plaza, Jersey City, New Jersey 07399, which owned
1,644,705 shares (5.65% of the shares).
ELECTION OF TRUSTEES
The Fund's Declaration of Trust provides that the Board of Trustees shall
consist of three classes of Trustees with overlapping three year terms. One
class of Trustees is to be elected each year with terms extending to the third
succeeding annual meeting after such election, or until their successors shall
be duly elected and shall have qualified. At the Meeting, three Class 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 three nominees.
Each of the Class C Nominees, Elizabeth Moynihan, Donald 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. Each nominee has agreed
to be nominated and to serve as a Trustee. 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 are Trustees or Directors of the
following New York-based Oppenheimer funds1:
<PAGE>
Oppenheimer California Municipal Fund Oppenheimer International Small Company
Fund
Oppenheimer Capital Appreciation Fund Oppenheimer Large Cap Growth Fund
Oppenheimer Developing Markets Fund Oppenheimer Money Market Fund, Inc.
Oppenheimer Discovery Fund Oppenheimer Multiple Strategies Fund
Oppenheimer Enterprise Fund Oppenheimer Multi-Sector Income Trust
Oppenheimer Europe Fund Oppenheimer Multi-State Municipal Trust
Oppenheimer Global Fund Oppenheimer Municipal Bond Fund
Oppenheimer Global Growth & Income Fund Oppenheimer New York Municipal Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Series Fund, Inc.
Oppenheimer Growth Fund Oppenheimer U.S. Government Trust
Oppenheimer International Growth Fund Oppenheimer World Bond Fund
Ms. Macaskill and Messrs. Spiro, Donohue, Bowen, Zack, Bishop and Farrar
respectively hold the same offices with the other New York-based Oppenheimer
funds as with the Fund. The nominees and other Trustees indicated below by an
asterisk (*) are "interested persons" (as that term is defined in the Investment
Company Act of 1940, as amended, hereinafter referred to as the "Investment
Company Act") of the Fund due to the positions indicated with the Adviser or its
affiliates or other positions described The year given below indicates when the
nominees and the other Trustees first became a trustee or director of any of the
New York-based Oppenheimer funds without a break in service. If any of the
nominees should be unable to accept nomination or election, it is the intention
of the persons named as attorneys-in-fact in the enclosed proxy to vote such
proxy for the election of such other person or persons selected and nominated by
disinterested Trustees as the Board of Trustees may, in its discretion,
recommend.
1 Ms. Macaskill is not a Director of Oppenheimer Money Market Fund, Inc.
As of March 1, 1999 the only Trustee who held shares of the Fund was Benjamin
Lipstein, who disclaims beneficial ownership of 1,000 shares of the Fund held by
his wife.
Name and Business Experience Term
Other Information During the Past Five Years Expires
Class A
Leon Levy General Partner of Odyssey Partners, L.P. 2000
first became a (investment partnership) (since 1982) and
Trustee in 1959 Chairman of Avatar Holdings, Inc. (real estate
Age: 73 development).
Bridget A. Macaskill* President (since June 1991), Chief Executive 2000
first became a Officer (since September 1995) and a Director
Trustee in 1995 (since December 1994) of the Adviser;
Age: 50 President and director (since June 1991) of
HarbourView; Chairman and a director of SSI (since
August 1994), and SFSI (September 1995); President
(since Septembe 1995) and a director (since October
1990) of OAC; 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"); Chairman, President and a
director of Oppenheimer Millennium Funds plc (since
October 1997); President and a director or trustee of
other Oppenheimer funds; Member, Board of Governors,
NASD, Inc.; and a director of Hillsdown Holdings plc (a
U.K. food company); formerly a director of NASDAQ Stock
Market, Inc.
Clayton K. Yeutter Of Counsel, Hogan & Hartson (a law firm); a 2000
first became a director of Zurich Financial Services
Trustee in 1993 (financial services), Caterpillar, Inc.
Age: 68 (machinery), ConAgra, Inc. (food and
agricultural products), Farmers Insurance
Company (insurance), FMC Corp. (chemicals and
machinery) and Texas Instruments, Inc.
(electronics); formerly (in descending
chronological order), Counsellor to the
President (Bush) for Domestic Policy, Chairman
of the Republican National Committee,
Secretary of the U.S. Department of
Agriculture, U.S. Trade Representative;
formerly a director of B.A.T. Industries, Ltd.
(tobacco and financial services), IMC Global
(fertilizer) and Lindsay Mfg. Co. (irrigation
equipment).
Class B
Robert G. Galli A Trustee or Director of other Oppenheimer 2001
first became a funds. Formerly he held the following
Trustee in 1993 positions: Vice Chairman of the Adviser,
Age: 65 OppenheimerFunds, Inc. (October 1995 to
December 1997); Vice President (June 1990 to March 1994)
and General Counsel of Oppenheimer Acquisition Corp.,
the Adviser's parent holding company; Executive Vice
President (December 1977 to October 1995), General
Counsel and a director (December 1975 to October 1993)
of the Adviser; Executive Vice President and a director
(July 1978 to October 1993) and General Counsel of
OppenheimerFunds Distributor, Inc.; Executive Vice
President and a director (April 1986 to October 1995) of
HarbourView Asset Management Corporation; Vice President
and a director (October 1988 to October 1993) of
Centennial Asset Management Corporation, (HarbourView
and Centennial are investment adviser subsidiaries of
the Adviser); and an officer of other Oppenheimer funds.
Benjamin Lipstein Professor Emeritus of Marketing, Stern 2001
first became a Graduate School of Business Administration,
Trustee in 1974 New York University.
Age: 75
Kenneth A. Randall A director of Dominion Resources, Inc. 2001
first became a (electric utility holding company), Dominion
Trustee in 1980 Energy, Inc. (electric power and oil & gas
Age: 71 producer), and Prime Retail, Inc. (real estate
investment trust); formerly President and
Chief Executive Officer of The Conference
Board, Inc. (international economic and
business research) and a director of
Lumbermens Mutual Casualty Company, American
Motorists Insurance Company and American
Manufacturers Mutual Insurance Company.
Edward V. Regan Chairman of Municipal Assistance Corporation 2001
first became a for the City of New York; Senior Fellow of
Trustee in 1993 Jerome Levy Economics Institute, Bard College;
Age: 68 a director of RBAsset (real estate manager); a
director of OffitBank; Trustee, Financial
Accounting Foundation (FASB and GASB);
formerly New York State Comptroller and
trustee, New York State and Local Retirement
Fund.
Russell S. Reynolds, Retired Founder Chairman of Russell Reynolds 2001
Jr. Associates, Inc. (executive recruiting);
first became a Chairman of Directorship Inc. (corporate
Trustee in 1989 governance consulting); a director of
Age: 67 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; a trustee 1999
first became a of the Freer Gallery of Art (Smithsonian
Trustee in 1992 Institute), Executive Committee of Board of
Age: 69 Trustees of the National Building Museum; a
member of the Trustees Council, Preservation
League of New York State.
Donald W. Spiro* Chairman Emeritus (since August 1991) and a 1999
first became a director (since January 1969) of the Adviser;
Trustee in 1985 formerly Chairman of the Adviser and
Age: 73 OppenheimerFunds Distributor, Inc.
Pauline Trigere Chairman and Chief Executive Officer of P.T. 1999
first became a Concept (design and sale of women's fashions).
Trustee in 1977
Age: 86
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, 1998. 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; except that Mr. Spiro was present
for four out of the six Board meetings. The Trustees of the Fund have appointed
an Audit Committee, comprised of Messrs. Randall (Chairman), Lipstein, and
Regan, none of whom is an "interested person" (as that term is defined in the
Investment Company Act) of the Adviser or the Fund. The functions of the
Committee include (i) making recommendations to the Board concerning the
selection of independent auditors for the Fund (subject to shareholder
ratification); (ii) reviewing the methods, scope and results of audits and the
fees charged; (iii) reviewing the adequacy of the Fund's internal accounting
procedures and controls; and (iv) establishing a separate line of communication
between the Fund's independent auditors and its independent Trustees. The
Committee met four times during the fiscal year ended October 31, 1998. The
Board of Trustees does not have a standing nominating or compensation committee.
Remuneration of Trustees The officers of the Fund and certain Trustees of the
Fund (Ms. Macaskill and Mr. Spiro) who are affiliated with the Adviser receive
no salary or fee from the Fund. The remaining Trustees of the Fund received the
compensation shown below. The compensation from the Fund was paid during its
fiscal year ended October 31, 1998. The compensation from all of the New
York-based Oppenheimer funds (including the Fund) was received as a director,
trustee or member of a committee of the boards of those funds during the
calendar year 1998.
<PAGE>
Total
Compensation
Retirement from all
Benefits New York based
Aggregate Accrued as Part Oppenheimer
Trustee's Name Compensation of Fund Funds (21
and Other Positions from Fund1 Expenses Funds)2
Leon Levy
Chairman $17,906 $8,986 $162,600
Robert G. Galli
Study Committee Member3 $3,369 None $113,383
Benjamin Lipstein
Study Committee Chairman,
Audit Committee Member $20,318 $12,608 $140,550
Elizabeth B. Moynihan
Study Committee Member $5,431 None $99,000
Kenneth A. Randall
Audit Committee Member $10,921 $5,940 $90,800
Edward V. Regan
Proxy Committee Chairman,
Audit Committee Member $4,926 None $89,800
Russell S. Reynolds, Jr.
Proxy Committee Member $5,317 $1,631 $67,200
Pauline Trigere $7,496 $4,204 $60,000
Clayton K. Yeutter
Proxy Committee Member $3,6864 None $67,200
1. Aggregate compensation includes fees, deferred compensation, in any, and
retirement plan benefits accrued for a trustee.
2. For the 1998 calendar year.
3. Aggregate compensation from the Fund reflects fees from 1/1/98 to 10/31/98.
Total compensation for the 1998 calendar year includes amounts received for
serving as a Trustee or Director of 11 other Oppenheimer funds
4. Includes $635 deferred under Deferred Compensation Plan described below.
|X| Retirement Plan for Trustees. The Fund has adopted a retirement plan
that provides for payments to retired Trustees. Payments are up to 80% of the
average compensation paid during a Trustee's five years of service in which the
highest compensation was received. A Trustee must serve as trustee for any of
the New York-based Oppenheimer funds for at least 15 years to be eligible for
the maximum payment. Each Trustee's retirement benefits will depend on the
amount of the Trustee's future compensation and length of service. Therefore the
amount of those benefits cannot be determined at this time, nor can we estimate
the number of years of credited service that will be used to determine those
benefits.
|X| Deferred Compensation Plan for Trustees. The Board of Trustees has
adopted a Deferred Compensation Plan for disinterested trustees that enables
them to elect to defer receipt of all or a portion of the annual fees they are
entitled to receive from the Fund. Under the plan, the compensation deferred by
a Trustee is periodically adjusted as though an equivalent amount had been
invested in shares of one or more Oppenheimer funds selected by the Trustee. The
amount paid to the Trustee under the plan will be determined based upon the
performance of the selected funds.
Deferral of Trustees' fees under the plan will not materially affect the
Fund's assets, liabilities or net income per share. The plan will not obligate
the Fund to retain the services of any Trustee or to pay any particular level of
compensation to any Trustee. Pursuant to an Order issued by the Securities and
Exchange Commission, the Fund may invest in the funds selected by the Trustee
under the plan without shareholder approval for the limited purpose of
determining the value of the Trustee's deferred fee account.
Officers of the Fund. Each officer of the Fund is elected by the Trustees to
serve an annual term. Information is given below about the Fund's executive
officers who are not Trustees of the Fund, including their business experience
during the past five years. Messrs. Bishop, Bowen, Donohue, Farrar and Zack
serve in a similar capacity with the other New York-based Oppenheimer funds.
Arthur P. Steinmetz, Vice President and Portfolio Manager, Age:40.
Two World Trade Center, 34th Floor, New York, New York 10048-0203
Senior Vice President of the Adviser (since March 1993); an officer of
other Oppenheimer funds.
Caleb Wong, Portfolio Manager, Age: 33
Two World Trade Center, 34th Floor, New York, New York 10048-0203 Assistant
Vice President of the Adviser (since January 1997); worked in fixed-income
quantitative research and risk management for the Adviser (Since July 1996)
prior to which he was enrolled in the Ph.D. program for Economics at the
University of Chicago.
Andrew J. Donohue, Secretary; Age: 48
Two World Trade Center, 34th Floor, New York, New York 10048-0203 Executive
Vice President (since January 1993), General Counsel (since October 1991) and
a Director (since September 1995) of the Adviser; Executive Vice President
and General Counsel (since September 1993), and a director (since January
1992) of OppenheimerFunds Distributor, Inc.; Executive Vice President,
General Counsel and a director of HarbourView, SSI, SFSI and Oppenheimer
Partnership Holdings, Inc. (since September 1995); President and a director
of Centennial (since September 1995); President, General Counsel and a
director of Oppenheimer Real Asset Management, Inc. (since July 1996);
General Counsel (since May 1996) and Secretary (since April 1997) of OAC;
Vice President and a director of OFIL and Oppenheimer Millennium Funds plc
(since October 1997); an officer of other Oppenheimer funds.
George C. Bowen, Treasurer; Age: 62
6803 South Tucson Way, Englewood, Colorado 80112
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 OppenheimerFunds Distributor, Inc.; 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
Treasurer (since August 1978) and Secretary (since April 1981) of SSI; Vice
President, Treasurer and Secretary of SFSI (since November 1989); Assistant
Treasurer of OAC (since March 1998); Treasurer of Oppenheimer Partnership
Holdings, Inc. (since November 1989); Vice President and Treasurer of
Oppenheimer Real Asset Management, Inc. (since July 1996); Treasurer of OFIL
and Oppenheimer Millennium Fund plc (since October 1997); a trustee or
director and an officer of other Oppenheimer funds; formerly Treasurer of OAC
(June 1990 - March 1998).
Robert J. Bishop, Assistant Treasurer; Age: 40
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: 33
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: 50
Two World Trade Center, 34th Floor, New York, New York 10048-0203 Senior Vice
President (since May 1985) and Associate General Counsel (since May 1981) of
the Adviser, Assistant Secretary of SSI (since May 1985), and SFSI (since
November 1989); Assistant Secretary of Oppenheimer Millennium Funds plc and
OFIL (since October 1997); an officer of other Oppenheimer funds.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act requires that independent certified public
accountants and auditors ("auditors") be selected annually by the Board of
Trustees and that such selection be ratified by the shareholders at the
next-convened annual meeting of the Fund, if one is held. The Board of Trustees
of the Fund, including a majority of the Trustees who are not "interested
persons" (as defined in the Investment Company Act) of the Fund or the Adviser,
at a meeting held October 7,1998 selected KPMG LLP ("KPMG") as auditors of the
Fund for the fiscal year beginning November 1, 1998. KPMG also serves as
auditors for certain other funds for which the Adviser acts as investment
adviser. At the Meeting, a resolution will be presented for the shareholders'
vote to ratify the selection of KPMG as auditors. Representatives of KPMG are
not expected to be present at the Meeting but will be available should any
matter arise requiring their presence. The Board of Trustees recommends approval
of the selection of KPMG as auditors of the Fund.
Additional Information
The Adviser and the Transfer Agent. Subject to the authority of the Board of
Trustees, the Adviser is responsible for the day-to-day management of the Fund's
business, pursuant to its investment advisory agreement with the Fund.
Shareholder Financial Services, Inc. ("SFSI"), a subsidiary of the Adviser, acts
as primary transfer agent, shareholder servicing agent and dividend paying agent
for the Fund. Fees paid to SFSI are based on the number of shareholder accounts
and the number of shareholder transactions, plus out-of-pocket costs and
expenses. The Fund incurred approximately $54,062 in expenses for the fiscal
year ended October 31, 1998 for services provided by SFSI.
The Adviser (including subsidiaries) currently manages investment companies,
including other Oppenheimer funds, with assets of more than $95 billion as of
December 31, 1998, and with more than 4.0 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 34th
Floor, 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. Effective as of August 1,
1997, OAC declared a ten for one stock split. At December 31, 1998, on a
post-split basis, MassMutual held (i) all of the 21,600,000 shares of Class A
voting stock, (ii) 8,667,670 shares of Class B voting stock, and (iii)
15,022,072 shares of Class C non-voting stock. This collectively represented
89.5% of the outstanding common stock and 85.0% of the voting power of OAC as of
that date. Certain officers and/or directors of the Adviser held (i) 2,156,060
shares of the Class B voting stock, representing 7.2% of the outstanding common
stock and 10.3% of the voting power, and (ii) options acquired without cash
payment which, when they become exercisable, allow the holders to purchase up to
5,170,889 shares of Class C non-voting stock. That group includes persons who
serve as officers of the Fund and 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 June 30,
1997 to December 31, 1998, the only transactions on a post-split basis by
persons who serve as Trustees of the Fund were by Mr. Spiro, who sold 250,000
shares of Class B OAC common stock to MassMutual for an aggregate of $14,955,000
and Robert G. Galli, who sold 40,000 shares of Class B OAC common stock to
MassMutual for an aggregate of $8,160,800. 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 C. Swain, Vice Chairman; George Batejan, Craig Dinsell, O.
Leonard Darling, Barbara Hennigar, James Ruff and Loretta McCarthy, Executive
Vice Presidents; Andrew J. Donohue, Executive Vice President, General Counsel
and a director; Robert C. Doll, Executive Vice President, Chief Investment
Officer and a director; Jeremy Griffiths, Executive Vice President and Chief
Financial Officer; George C. Bowen, Senior Vice President and Treasurer;
Charles Albers, Peter M. Antos, Victor Babin, Robert A. Densen, Ronald H.
Fielding, Robert B. Grill, Thomas W. Keffer, John S. Kowalik, David Negri,
Robert E. Patterson, Russell Read, Richard Rubinstein, Arthur Steinmetz, John
Stoma, Jerry A. Webman, William L. Wilby, Robert G. Zack and Arthur J.
Zimmer, Senior Vice Presidents. These officers are located at one of the
four offices of the Adviser: Two World Trade Center, 34th Floor, 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, 1999
and in such form as is required under the rules and regulations promulgated by
the Securities and Exchange Commission.
OTHER BUSINESS
Management of the Fund knows of no business other than the matters specified
above that will be presented at the Meeting. Since matters not known at the time
of the solicitation may come before the Meeting, the proxy as solicited confers
discretionary authority with respect to such matters as may properly come before
the Meeting, including any adjournment or adjournments thereof, and it is the
intention of the persons named as attorneys-in-fact in the proxy to vote the
proxy in accordance with their judgment on such matters.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
March 10,1999
Proxy\680Proxy-Def99.doc
<PAGE>
OPPENHEIMER MULTI-SECTOR INCOME TRUST
PROXY FOR ANNUAL SHAREHOLDERS MEETING TO BE HELD APRIL 29, 1999
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 29, 1999
The undersigned shareholder of Oppenheimer Multi-Sector Income Trust (the
"Fund") does hereby appoint Robert Bishop, 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 29, 1999 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
680
<PAGE>
Oppenheimer Multi-Sector Income Trust/Proxy for Annual Shareholders Meeting to
be held April 29, 1999.
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) Elizabeth B. Moynihan
B) Donald W. Spiro
C) Pauline Trigere
_______FOR all nominees listed ___ WITHHOLD AUTHORITY
except as marked to the contrary. to vote for all
nominees
Instruction: To withhold authority to
vote for any individual nominee, line
out that nominee's name at left.
2. Ratification of selection of KPMG LLP as independent auditors (Proposal No.
1)
FOR____ AGAINST____ ABSTAIN____
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as
custodian, attorney, executor, administrator, trustee, etc., please give your
full title as such. All joint owners should sign this proxy. If the account is
registered in the name of a corporation, partnership or other entity, a duly
authorized individual must sign on behalf of such entity and give his or her
title.
Dated: _____________________, 1999
(Month) (Day)
Signature(s)
Signature(s)
Please read both sides of this ballot.
680
