OPPENHEIMER MULTI-SECTOR INCOME TRUST

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JbWElcsNwa/UjPria90CsV3twmeGPhUN5lx84HsP0kZ3Si5PQLc700q2WIzygd17 OvXAySYFguyQsoEUSPCvfQ== 0000728889-03-000200.txt : 20030307 0000728889-03-000200.hdr.sgml : 20030307 20030307101350 ACCESSION NUMBER: 0000728889-03-000200 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030225 FILED AS OF DATE: 20030307 EFFECTIVENESS DATE: 20030307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER MULTI SECTOR INCOME TRUST CENTRAL INDEX KEY: 0000829801 IRS NUMBER: 133448960 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05473 FILM NUMBER: 03595448 BUSINESS ADDRESS: STREET 1: 498 SEVENTH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123230200 MAIL ADDRESS: STREET 1: 498 SEVENTH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 DEF 14A 1 proxy.htm PROXY MATERIALS OPPENHEIMER MULTI-SECTOR INCOME TRUST

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. 17)

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.

OPPENHEIMER MULTI-SECTOR INCOME TRUST

6803 South Tucson Way, Centennial, Colorado 80112

Notice of Annual Meeting of Shareholders
To Be Held May 1, 2003

To the Shareholders of Oppenheimer Multi-Sector Income Trust:

Notice is hereby given that the Annual Meeting of the Shareholders (the "Meeting") of
Oppenheimer Multi-Sector Income Trust (the "Fund") will be held at 6803 South Tucson Way,
Centennial, Colorado 80112, at 1:00 P.M., Mountain time, on Thursday, May 1, 2003, or any
adjournments thereof (the "Meeting"), for the following purposes:

(1) To elect three Trustees in Class A to hold office until the term of such class shall
expire in 2006, 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, 2002 (Proposal
No. 1); and

(3) To transact such other business as may properly come before the Meeting or any
adjournments thereof.

Shareholders of record at the close of business on February 25, 2003 are entitled to vote
at the Meeting. The election of Trustees and the Proposal are more fully discussed in the
attached 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 MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY BALLOT PROMPTLY.

By Order of the Board of Trustees,

Robert G. Zack, Secretary

March 19, 2003
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Shareholders who do not expect to attend the Meeting are requested to indicate voting
instructions on the enclosed proxy and to date, sign and return it in the accompanying
postage-paid envelope. To avoid unnecessary expense and duplicate mailings, we ask your
cooperation in promptly mailing your proxy no matter how large or small your holdings may
be.

680

OPPENHEIMER MULTI-SECTOR INCOME TRUST

PROXY STATEMENT QUESTIONS AND ANSWERS

Q. Who is Asking for My Vote?

A. The Trustees of Oppenheimer Multi-Sector Income Trust (the "Fund") have asked that
you vote on several matters at the Annual Meeting of Shareholders to be held on
May 1, 2003.

Q. Who is Eligible to Vote?

A. Shareholders of record at the close of business on February 25, 2003 are entitled to
vote at the Meeting or any adjournment of the Meeting. Shareholders are
entitled to cast one vote per share (and a fractional vote for a fractional
share) for each matter presented at the Meeting. It is expected that the Notice
of Meeting, proxy ballot and proxy statement will be mailed to shareholders of
record on or about March 19, 2003.

Q. On What Matters am I Being Asked to Vote?

A. You are being asked to vote on the following proposals:

1. To elect a Board of Trustees; and

2. To ratify the section of KPMG LLP as the independent certified public accountants and
auditors of the Fund for the fiscal year commencing November 1, 2002.
(Proposal 1)

Q. How do the Trustees Recommend that I Vote?

A. The Trustees recommend that you vote:

1. FOR election of all nominees as Trustees; and

2. FOR the ratification of the section of KPMG LLP as the independent certified public
accountants and auditors of the Fund for the fiscal year commencing November
1, 2002.

Q. How Can I Vote?

A. You can vote in two (2) different ways:

o By mail, with the enclosed ballot
o In person at the Meeting (if you are a record owner)

Whichever method you choose, please take the time to read the full text of
the proxy statement before you vote.

Q. How Will My Vote be Recorded?

A. Proxy ballots that are properly signed, dated and received at or prior to the
Meeting, or any adjournment thereof, will be voted as specified. If you specify
a vote for any of the proposals, your proxy will be voted as indicated. If you
sign and date the proxy ballot, but do not specify a vote for one or more of
the Proposals, your shares will be voted in favor of the Trustees'
recommendations.

Q. How Can I Revoke My Proxy?

A. You may revoke your proxy at any time before it is voted by forwarding a
written revocation or a later-dated proxy ballot to the Fund that is received
at or prior to the Meeting, or any adjournment thereof, or by attending the
Meeting, or any adjournment thereof, and voting in person (if you are a record
owner).

Q. How Can I Get More Information About the Fund?

Copies of the Fund's annual report dated October 31, 2002 and semi-annual
report dated April 30, 2002 have previously been mailed to Shareholders. If you
would like to have copies of the Fund's most recent annual or semi-annual
reports sent to you free of charge, please call us toll-free at 1.800.647.7374
or write to the Fund at Shareholder Financial Services, P.O. Box 173673,
Denver, Colorado 80217-3673.

Q. Whom Do I Call if I Have Questions?

A. Please call us at 1.800.647.7374.

The proxy statement is designed to furnish shareholders with the information necessary to vote
on the matters coming before the Meeting. If you have any questions, please call us at
1.800.647.7374.

OPPENHEIMER MULTI-SECTOR INCOME TRUST

6803 South Tucson Way, Centennial, Colorado 80112

PROXY STATEMENT

Annual Meeting Of Shareholders
To Be Held May 1, 2003

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, Centennial, Colorado 80112, at 1:00 P.M., mountain time, on Thursday, May 1, 2003 or
any adjournments thereof (the "Meeting"). It is expected that the mailing of this Proxy
Statement will be made on or about March 19, 2003. For a free copy of the annual report
covering the operations of the Fund for the fiscal year ended October 31, 2002, 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 named 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 cost of the preparation and distribution of
these proxy materials is an expense of the Fund. In addition to the solicitation of
proxies by mail, proxies may be solicited by officers or employees of the Fund's transfer
agent, Shareholder Financial Services, Inc. (a subsidiary of OppenheimerFunds, Inc., the
Fund's investment advisor), or by officers or employees of the Fund's investment advisor
(the "Manager"), personally or by telephone or telegraph; any expenses so incurred will
also be borne by 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, three Class A 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 ballot instructs them to withhold authority to vote for all
listed nominees or any individual nominee, all validly executed proxies will be voted 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 A Nominees, John V. Murphy, Joel W. Motley and Clayton K. Yeutter,
currently serves as a Trustee of the Fund. All present Trustees of the Fund have been
previously elected by the Fund's shareholders, except for Mr. Motley who was appointed as a
Trustee on October 10, 2002. Each of the nominees has consented to be named as such in this
proxy statement and to serve as Trustee if elected. Class A Trustees to be elected at the
Meeting shall serve as such for a three year term and constitute the first class of the
Board. The classes of the Board and the expiration dates of their terms of office are shown
below. Each of the Trustees serves as trustee or director of other funds in the Oppenheimer
family of funds. The Oppenheimer funds on which each of the Trustees currently serves are
referred to as "Board I Funds" in this proxy statement.

Except for Mr. Murphy, each of the Trustees is an independent trustee of the Fund
("Independent Trustee"). Mr. Murphy is an "interested trustee" (as that term is defined in
the Investment Company Act of 1940, referred to in this Proxy Statement as the "Investment
Company Act") of the Fund, because he is affiliated with OppenheimerFunds, Inc. (the
"Manager") by virtue of his positions as an officer and director of the Manager, and as a
shareholder of its parent company.

Mr. Reynolds has reported he has a controlling interest in The Directorship Group,
Inc. ("The Directorship Search Group"), a director recruiting firm that provided consulting
services to Massachusetts Mutual Life Insurance Company (which controls the Manager) for
fees aggregating $247,500 from January 1, 2001 through December 31, 2002. Mr. Reynolds
estimates that The Directorship Search Group will not provide consulting services to
Massachusetts Mutual Life Insurance Company during the calendar year 2003.

The Independent Trustees have unanimously (except for Mr. Reynolds, who abstained)
determined that the consulting arrangements between The Directorship Search Group and
Massachusetts Mutual Life Insurance Company were not material business or professional
relationships that would compromise Mr. Reynolds' status as an Independent Trustee.
Nonetheless, to assure certainty as to determinations of the Board and the Independent
Trustees as to matters upon which the Investment Company Act or the rules thereunder
require approval by a majority of Independent Trustees, Mr. Reynolds will not be counted
for purposes of determining whether a quorum of Independent Trustees was present or whether
a majority of Independent Trustees approved the matter.

Messrs. Galli and Spiro have had no material business or professional relationship
with the Manager or its affiliates within the past two fiscal years. However, within the
past five years and before becoming Independent Trustees they had been officers of the
Manager. In 1999, Mr. Spiro sold his remaining shares of the Manager's parent company for a
cash payment of approximately $9,399,000.

The Fund's Trustees and officers, their positions with the Fund and length of service
in such positions as well as their principal occupations and business affiliations during
the past five years are listed below. The address of each Trustee in the chart below is
6803 S. Tucson Way, Centennial, CO 80112-3924. Each Trustee serves for the term indicated
below or until his or her resignation, retirement, death or removal. All information is as
of December 31, 2002, except as otherwise indicated.

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Independent Trustees
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Name, Principal Occupation(s) During Past 5 Dollar Aggregate
Dollar
Range Of
Shares
Beneficially
Owned in
Years; Range of Any of the
Position(s) Held Other Trusteeships/Directorships Held by Shares Oppenheimer
with Fund, Trustee; BeneficiallFunds
Length of Service, Number of Portfolios in Fund Complex Owned in Overseen
Age Currently Overseen by Trustee the Fund by Trustee
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As of February 14,
2003
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Class A
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Clayton K. Of Counsel (since 1993), Hogan & Hartson $0 $50,001-$100,000
Yeutter, Chairman (a law firm). Other directorships:
of the Board of Caterpillar, Inc. (since 1993) and
Trustees, Weyerhaeuser Co. (since 1999). Oversees
Trustee since 1991 31 portfolios in the OppenheimerFunds
Age: 72 complex.

term expires 2003

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Joel W. Motley, Director (January 2002-present), $0 $0
Trustee since 2002 Columbia Equity Financial Corp.
Age: 50 (privately-held financial adviser);
Managing Director (January
2002-present), Carmona Motley, Inc.
(privately-held financial adviser);
Formerly he held the following
term expires 2003 positions: Managing Director (January
1998-December 2001), Carmona Motley
Hoffman Inc. (privately-held financial
adviser); Managing Director (January
1992-December 1997), Carmona Motley &
Co. (privately-held financial adviser).
Oversees 31 portfolios in the
OppenheimerFunds complex.
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Class B
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Robert G. Galli, A trustee or director of other $0 Over
Trustee since 1993 Oppenheimer funds. Formerly Vice $100,000
Age: 69 Chairman (October 1995-December 1997) of
the Manager. Oversees 41 portfolios in
term expires 2004 the OppenheimerFunds complex.
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Benjamin Lipstein, Professor Emeritus of Marketing, Stern $1-$10,000 Over
Trustee since 1988 Graduate School of Business $100,000
Age: 79 Administration, New York University.
Oversees 31 portfolios in the
term expires 2004 OppenheimerFunds complex.
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Kenneth A. A director of Dominion Resources, Inc. $0 Over
Randall, Trustee (electric utility holding company) and $100,000
since 1988 Prime Retail, Inc. (real estate
Age: 75 investment trust); formerly a director
of Dominion Energy, Inc. (electric power
and oil & gas producer), President and
term expires 2004 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. Oversees 31
portfolios in the OppenheimerFunds
complex.
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Edward V. Regan, President, Baruch College, CUNY; a $0 $50,001-$100,000
Trustee since 1993 director of RBAsset (real estate
Age: 72 manager); a director of OffitBank;
formerly Trustee, Financial Accounting
Foundation (FASB and GASB), Senior
term expires 2004 Fellow of Jerome Levy Economics
Institute, Bard College, Chairman of
Municipal Assistance Corporation for the
City of New York, New York State
Comptroller and Trustee of New York
State and Local Retirement Fund.
Oversees 31 investment companies in the
OppenheimerFunds complex.
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Russell S. Chairman (since 1993) of The $0 $10,001-$50,000
Reynolds, Jr., Directorship Search Group, Inc.
Trustee since 1989 (corporate governance consulting and
Age: 71 executive recruiting); a life trustee of
International House (non-profit
term expires 2004 educational organization), and a trustee
(since 1996) of the Greenwich Historical
Society. Oversees 31 portfolios in the
OppenheimerFunds complex.
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Class C
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Phillip A. The Director (since 1991) of the $0 Over
Griffiths, Institute for Advanced Study, Princeton, $100,000
Trustee, since 1999 N.J., director (since 2001) of GSI
Age: 64 Lumonics and a member of the National
Academy of Sciences (since 1979);
formerly (in descending chronological
term expires 2005 order) a director of Bankers Trust
Corporation, Provost and Professor of
Mathematics at Duke University, a
director of Research Triangle Institute,
Raleigh, N.C., and a Professor of
Mathematics at Harvard University.
Oversees 31 portfolios in the
OppenheimerFunds complex.
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Elizabeth B. Author and architectural historian; a $0 $50,001-$100,000
Moynihan, trustee of the Freer Gallery of Art and
Trustee since 1992 Arthur M. Sackler Gallery (Smithsonian
Age: 73 Institute), Trustees Council of the
National Building Museum; a member of
term expires 2005 the Trustees Council, Preservation
League of New York State. Oversees 31
portfolios in the OppenheimerFunds
complex.
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Donald W. Spiro, Chairman Emeritus (since January 1991) $0 Over
Vice Chairman of of the Manager. Formerly a director $100,000
the Board of (January 1969-August 1999) of the
Trustees, Manager. Oversees 31 portfolios in the
Trustee since 1988 OppenheimerFunds complex.
Age: 77

term expires 2005
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The address of Mr. Murphy in the chart below is 498 Seventh Avenue, New York, NY
10018.

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Interested Trustee and Officer
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Name, Principal Occupation(s) During Past 5 Dollar Aggregate
Dollar
Range Of
Shares
Years; Range of Beneficially
Position(s) Held Other Trusteeships/Directorships Held by Shares Owned in
with Fund, Trustee; BeneficiallAny of the
Length of Service Number of Portfolios in Fund Complex Owned in Oppenheimer
Age Currently Overseen by Trustee the Fund Funds
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As of February 14,
2003
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John V. Murphy, Chairman, Chief Executive Officer and $0 Over
President and director (since June 2001) and President $100,000
Trustee since 2001 (since September 2000) of the Manager;
Age: 53 President and a director or trustee of
other Oppenheimer funds; President and a
director (since July 2001) of
Oppenheimer Acquisition Corp. (the
Class A Trustee Manager's parent holding company) and of
Oppenheimer Partnership Holdings, Inc.
term expires 2003 (a holding company subsidiary of the
Manager); a director (since November
2001) of OppenheimerFunds Distributor,
Inc. (a subsidiary of the Manager);
Chairman and a director (since July
2001) of Shareholder Services, Inc. and
of Shareholder Financial Services, Inc.
(transfer agent subsidiaries of the
Manager); President and a director
(since July 2001) of OppenheimerFunds
Legacy Program (a charitable trust
program established by the Manager); a
director of the investment advisory
subsidiaries of the Manager: OFI
Institutional Asset Management, Inc. and
Centennial Asset Management Corporation
(since November 2001), HarbourView Asset
Management Corporation and OFI Private
Investments, Inc. (since July 2001);
President (since November 1, 2001) and a
director (since July 2001) of
Oppenheimer Real Asset Management, Inc.;
a director (since November 2001) of
Trinity Investment Management Corp. and
Tremont Advisers, Inc. (Investment
advisory affiliates of the Manager);
Executive Vice President (since February
1997) of Massachusetts Mutual Life
Insurance Company (the Manager's parent
company); a director (since June 1995)
of DLB Acquisition Corporation (a
holding company that owns the shares of
David L. Babson & Company, Inc.);
formerly, Chief Operating Officer
(September 2000-June 2001) of the
Manager; President and trustee (November
1999-November 2001) of MML Series
Investment Fund and MassMutual
Institutional Funds (open-end investment
companies); a director (September
1999-August 2000) of C.M. Life Insurance
Company; President, Chief Executive
Officer and director (September
1999-August 2000) of MML Bay State Life
Insurance Company; a director (June
1989-June 1998) of Emerald Isle Bancorp
and Hibernia Savings Bank (a
wholly-owned subsidiary of Emerald Isle
Bancorp). Oversees 69 portfolios in the
OppenheimerFunds complex.
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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.

A. General Information Regarding the Board of Trustees.

The Fund is governed by a Board of Trustees, which is responsible for protecting the
interests of shareholders. The Trustees meet periodically throughout the year to oversee
the Fund's activities, review its performance and review the actions of the Manager, 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, 2002. Each of the incumbent Trustees was
present for at least 75% of aggregate the number of Board of Trustees meetings and all
committees on which that Trustee served that were held during the period. Mr. Motley was
present at all meetings following his appointment on October 10, 2002.

B. Committees of the Board of Trustees

The Board of Trustees has appointed standing Audit, Study and Proxy Committees comprised of
Independent Trustees only.

The members of the Audit Committee are Kenneth Randall (Chairman), Benjamin Lipstein
and Edward Regan, none of whom is an "interested person" (as that term is defined in the
Investment Company Act of 1940) of the Manager or the Fund and all of whom are
"independent" as that term is defined in the New York Stock Exchange listing standards.
The Audit Committee held five meetings during the Fund's fiscal year ended October 31,
2002. The Audit Committee furnishes the Board with recommendations regarding the selection
of the Fund's independent auditors. Other functions of the Audit Committee include, but
are not limited to: (i) reviewing the scope and results of audits and the audit fees
charged; (ii) reviewing reports from the Fund's independent auditor regarding the Fund's
internal accounting procedures and controls; and (iii) establishing a separate line of
communication between the Fund's independent auditors and its Independent Trustees. The
Committee reviewed and discussed the audited financial statements with management and the
independent auditors, discussed matters required to be discussed with the independent
auditors, received the required written disclosures and letter from the independent
auditors, discussed the independence of the auditors with the independent auditors and
based on these discussions and review recommended to the Board of Trustees that the audited
financial statements be included in the Fund's annual report for the fiscal year ended
October 31, 2002. The Fund has adopted an Audit Committee Charter. A copy of the charter
is attached as Appendix A. The Board of Trustees does not have a standing nominating or
compensation committee.

The members of the Study Committee are Robert Galli (Chairman), Elizabeth Moynihan
and Joel Motley. The Study Committee held eight meetings during the Fund's fiscal year
ended October 31, 2002. The Study Committee evaluates and reports to the Board on the
Fund's contractual arrangements, including the investment advisory agreement, transfer and
shareholder service agreements and custodian agreements as well as the policies and
procedures adopted by the Fund to comply with the Investment Company Act and other
applicable law, among other duties as set forth in the Committee's charter.

The members of the Proxy Committee are Edward Regan (Chairman), Russell Reynolds and
Clayton Yeutter. The Proxy Committee held one meeting during the Fund's fiscal year ended
October 31, 2002. The Proxy Committee provides the Board with recommendations for proxy
voting and monitors proxy voting by the Fund.

C. Additional Information Regarding Trustees.

The Fund's Independent Trustees are paid a retainer plus a fixed fee for attending
each meeting and are reimbursed for expenses incurred in connection with attending such
meetings. Each Board I Fund for which they serve as a director or trustee pays a share of
these expenses.

The officers of the Fund and one of the Trustees of the Fund (Mr. Murphy) who are
affiliated with the Manager receive no salary or fee from the Fund. The remaining Trustees
of the Fund received the compensation shown below from the Fund with respect to the Fund's
fiscal year ended October 31, 2002. The compensation from all 31 of the Board I Funds
(including the Fund) represents compensation received for serving as a director, trustee or
member of a committee (if applicable) of the boards of those funds during the calendar year
2002.

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Name of Independent Aggregate Retirement Estimated Total
Compensation
Trustee or Nominee Annual From All
for Independent Benefits Retirement Oppenheimer
Trustee and Other Accrued as Benefits to be Funds Overseen
Fund Position(s) (as Compensation Part of Fund Paid Upon by Nominee or
applicable) from Fund1 Expenses2 Retirement 3 Trustee
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Clayton K. Yeutter $5424 $691 $36,372 $71,792
Chairman and Proxy
Committee Member
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Robert G. Galli $798 $1,043 $55,6785 $198,3866
Study Committee
Chairman
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Phillip Griffiths $4147 $249 $10,256 $60,861
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Benjamin Lipstein $1,134 $335 $115,270 $150,152
Audit Committee
Member
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Joel W. Motley8
Study
Committee $0 $0 $0 $14,453
Member
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Elizabeth B. Moynihan $798 $1,268 $57,086 $105,760
Study Committee
Member
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Kenneth A. Randall $732 $266 $74,471 $97,012
Audit Committee
Chairman
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Edward V. Regan $724 $668 $46,313 $95,960
Proxy Committee
Chairman, Audit
Committee Member
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Russell S. Reynolds, $542 $740 $48,991 $71,792
Jr.
Proxy Committee
Member
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Donald Spiro $484 $306 $9,396 $64,080
- -------------------------------------------------------------------------------------
1. Aggregate compensation from the Fund includes fees and deferred compensation, if any,
for a Trustee.
2. No retirement benefit expenses were allocated to the Fund during its last fiscal year
for some Trustees.
3. Estimated Annual Retirement Benefits to be paid upon retirement is based on a
straight life payment plan election.
4. Aggregate compensation from the Fund includes $136 deferred under Deferred
Compensation Plan described below.
5. The amount for Mr. Galli includes $24,989 for serving as a trustee or director of 10
Oppenheimer funds that are not Board I Funds.
6. Includes $92,626 for Mr. Galli for serving as trustee or director of 10 Oppenheimer
funds that are not Board I Funds.
7. Aggregate compensation from the Fund includes $414 deferred under Deferred
Compensation Plan described below.
8. Mr. Motley was elected as Trustee to the Board I Funds effective October 10, 2002. No
trustee fee expenses were accrued to the Fund during its last fiscal year for Mr. Motley.

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
director or trustee for any of the Board I 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
compensation received by the Trustee for service in future fiscal years as well as the
Trustee's length of service.

The Board of Trustees has adopted a Deferred Compensation Plan for Independent
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.

D. Information regarding Officers.

Information is given below about the executive officers who are not Trustees of the
Fund, including their business experience during the past five years. Messrs. Steinmetz,
Wong, Molleur, Masterson, Vottiero, Wixted and Zack and Mses. Bechtolt, Feld and Ives,
respectively hold the same offices with the other Oppenheimer funds in the OppenheimerFunds
family of funds. The address of the officers in the chart below is as follows: for Messrs.
Steinmetz, Wong, Molleur and Zack and Ms. Feld, 498 Seventh Avenue, New York, NY 10018, for
Messrs. Masterson, Vottiero and Wixted and Mses. Bechtolt and Ives, 6803 S. Tucson Way,
Centennial, CO 80112-3924. Each officer serves for an annual term or until his or her
earlier resignation, retirement, death or removal.

- -------------------------------------------------------------------------------------
Officers of the Fund
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Name, Principal Occupation(s) During Past 5 Years
Position(s) Held with
Fund, Length of
Service,
Age
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Arthur P. Steinmetz, Senior Vice President of the Manager (since March 1993) and
Vice President and of HarbourView Asset Management Corporation (since March
Portfolio Manager 2000); an officer of 6 portfolios in the OppenheimerFunds
since 1999 complex.
Age: 44
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Caleb Wong, Vice Vice President (since June 1999) of the Adviser; worked in
President and fixed-income quantitative research and risk management for
Portfolio Manager the Adviser (since July 1996); an officer of 1 portfolio in
since 1999 the OppenheimerFunds complex; formerly Assistant Vice
Age: 37 President of the Adviser (January 1997 - June 1999).
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of
Treasurer since 1999 the Manager; Treasurer (since March 1999) of HarbourView
Age: 43 Asset Management Corporation, Shareholder Services, Inc.,
Oppenheimer Real Asset Management Corporation, Shareholder
Financial Services, Inc., Oppenheimer Partnership Holdings,
Inc., OFI Private Investments, Inc. (since March 2000),
OppenheimerFunds International Ltd. and Oppenheimer
Millennium Funds plc (since May 2000) and OFI Institutional
Asset Management, Inc. (since November 2000) (offshore fund
management subsidiaries of the Manager); Treasurer and
Chief Financial Officer (since May 2000) of Oppenheimer
Trust Company (a trust company subsidiary of the Manager);
Assistant Treasurer (since March 1999) of Oppenheimer
Acquisition Corp. and OppenheimerFunds Legacy Program
(since April 2000); formerly Principal and Chief Operating
Officer (March 1995-March 1999), Bankers Trust
Company-Mutual Fund Services Division. An officer of 85
portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Connie Bechtolt, Assistant Vice President of the Manager (since September
Assistant Treasurer 1998); formerly Manager/Fund Accounting (September
since 2002 1994-September 1998) of the Manager. An officer of 85
Age: 39 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Philip Vottiero, Vice President/Fund Accounting of the Manager (since March
Assistant Treasurer 2002); formerly Vice President/Corporate Accounting of the
since 2002 Manager (July 1999-March 2002) prior to which he was Chief
Age: 39 Financial Officer at Sovlink Corporation (April 1996-June
1999). An officer of 85 portfolios in the OppenheimerFunds
complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Robert G. Zack, Senior Vice President (since May 1985) and General Counsel
Secretary since 2001 (since February 2002) of the Manager; General Counsel and a
Age: 54 director (since November 2001) of OppenheimerFunds
Distributor, Inc.; Senior Vice President and General
Counsel (since November 2001) of HarbourView Asset
Management Corporation; Vice President and a director
(since November 2000) of Oppenheimer Partnership Holdings,
Inc.; Senior Vice President, General Counsel and a director
(since November 2001) of Shareholder Services, Inc.,
Shareholder Financial Services, Inc., OFI Private
Investments, Inc., Oppenheimer Trust Company and OFI
Institutional Asset Management, Inc.; General Counsel
(since November 2001) of Centennial Asset Management
Corporation; a director (since November 2001) of
Oppenheimer Real Asset Management, Inc.; Assistant
Secretary and a director (since November 2001) of
OppenheimerFunds International Ltd.; Vice President (since
November 2001) of OppenheimerFunds Legacy Program;
Secretary (since November 2001) of Oppenheimer Acquisition
Corp.; formerly Acting General Counsel (November
2001-February 2002) and Associate General Counsel (May
1981-October 2001) of the Manager; Assistant Secretary of
Shareholder Services, Inc. (May 1985-November 2001),
Shareholder Financial Services, Inc. (November
1989-November 2001); OppenheimerFunds International Ltd.
and Oppenheimer Millennium Funds plc (October 1997-November
2001). An officer of 85 portfolios in the OppenheimerFunds
complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Katherine P. Feld, Vice President and Senior Counsel (since July 1999) of the
Assistant Secretary Manager; Vice President (since June 1990) of
since 2001 OppenheimerFunds Distributor, Inc.; Director, Vice
Age: 44 President and Assistant Secretary (since June 1999) of
Centennial Asset Management Corporation; Vice President
(since 1997) of Oppenheimer Real Asset Management, Inc.;
formerly Vice President and Associate Counsel of the
Manager (June 1990-July 1999). An officer of 85 portfolios
in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Kathleen T. Ives, Vice President and Assistant Counsel (since June 1998) of
Assistant Secretary the Manager; Vice President (since 1999) of
since 2001 OppenheimerFunds Distributor, Inc.; Vice President and
Age: 37 Assistant Secretary (since 1999) of Shareholder Services,
Inc.; Assistant Secretary (since December 2001) of
OppenheimerFunds Legacy Program and Shareholder Financial
Services, Inc.; formerly Assistant Vice President and
Assistant Counsel of the Manager (August 1997-June 1998);
Assistant Counsel of the Manager (August 1994-August 1997).
An officer of 85 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Philip T. Masterson, Vice President and Assistant Counsel of the Manager (since
Assistant Secretary July 1998); formerly, an associate with Davis, Graham, &
since 2002 Stubbs LLP (January 1997-June 1998). An officer of 85
Age: 39 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Denis R. Molleur, Vice President and Senior Counsel of the Manager (since
Assistant Secretary July 1999); formerly a Vice President and Associate Counsel
since 2001 of the Manager (September 1995-July 1999). An officer of 82
Age: 45 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------

As of February 25, 2003, the Trustees, nominees for Trustee and officers, individually and
as a group, beneficially owned less than 1% of the outstanding shares of the Fund. In
addition, each Independent Trustee, and his or her family members, do not own securities of
either the Manager or any person directly or indirectly controlling, controlled by or under
common control with the Manager.

Section 16(a) of the 1934 Act requires the Fund's officers and trustees, and persons who
own more than 10% of a registered class of the Fund's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange. officers, trustees and greater than 10% shareholders are required by
Securities and Exchange Commission regulations to furnish the Fund with copies of all
Section 16(a) forms they file. Based solely on a review of the copies of Section 16(a)
forms furnished to the Fund, or written representations that no Forms 5 were required, the
Fund believes that during the fiscal year ended October 31, 2002 all Section 16(a) filing
requirements applicable to its officers, trustees and greater than 10% beneficial owners
were complied with.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)

The Investment Company Act and the Fund's undertakings to The New York Stock Exchange
require that independent certified public accountants and auditors ("auditors") be selected
annually by the Board of Trustees and that such selection be ratified by the shareholders
at the next-convened annual meeting of the Fund, if one is held. The Board of Trustees of
the Fund, including a majority of the Trustees who are not "interested persons" (as defined
in the Investment Company Act) of the Fund or the Manager, at a meeting held October 10,
2002 selected KPMG LLP ("KPMG") as auditors of the Fund for the fiscal year beginning
November 1, 2002. KPMG also serves as auditors for certain other funds for which the
Manager acts as investment advisor and provides certain auditing and non-auditing services
for the Manager and its affiliated companies. The Audit Committee of the Fund's Board of
Trustees considered and found that the provision of such non-audit services is compatible
with maintaining the principal accountant's independence. At the Meeting, a resolution
will be presented for the shareholders' vote to ratify the selection of KPMG as auditors
for the fiscal year beginning November 1, 2002.

During the fiscal year ended October 31, 2002, KPMG performed audit services for the Fund
including the audit of the Fund's financial statements, review of the Fund's annual report
and registration statement amendment, consultation on financial accounting and reporting
matters, and meetings with the Board of Trustees.

Audit Fees

The aggregate fees billed by KPMG for professional services rendered for the audit of the
Fund's annual financial statements for the year ended October 31, 2002 were $25,000.

All Other Fees

There were no fees billed by KPMG for services rendered to the Fund other than the services
described above under "Audit Fees" for the fiscal year ended October 31, 2002. The
aggregate fees billed by KPMG for non-audit services rendered to the Fund's Manager and any
entity controlling, controlled by, or under common control with the Manager that provides
services to the Fund during the calendar year 2002 were $7,779.

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

Shares Outstanding and Entitled to Vote. As of the close of business of the record date,
February 25, 2003, the Fund had 29,229,920 shares outstanding. Each share has voting
rights as stated in this Proxy Statement and is entitled to one vote for each share (and a
fractional vote for a fractional share). As of February 25, 2003, the only persons who
owned of record or were known by the Fund to own beneficially 5% or more of the outstanding
shares of the Fund were: UBS Paine Webber, 1000 Harbor Boulevard, 6th Floor, Weehawken, NJ
07087, which owned 3,218,555 shares (11.01% of the then outstanding shares); First Clearing
Corp., 10700 Wheat First Drive, Glen Allen, VA 23606, which owned 2,127,144 shares (7.28%
of the then outstanding shares); Charles Schwab & Co., Inc., C/O ADP Proxy Services, 51
Mercedes Way, Edgewood, NY 11717, which owned 2,061,716 shares (7.05% of the then
outstanding shares); AG Edwards & Sons, Inc., 2801 Clark Street, St. Louis, MO 63103 which
owned 2,027,716 shares (6.94% of the then outstanding shares); Salomon Smith Barney, Inc.,
333 W. 34th Street, New York, NY 10001, which owned 1,663,815 shares (5.69% of the then
outstanding shares); and Merrill Lynch, Pierce Fenner & Smith Safekeeping, 4 Corporate
Place, Piscataway, NJ, 08854, which owned 1,546,778 shares (5.29% of the then outstanding
shares).

The Manager and the Transfer Agent. Subject to the authority of the Board of Trustees, the
Manager 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 Manager, acts as primary transfer agent, shareholder
servicing agent and dividend paying agent for the Fund. SFSI is paid an agreed upon fee
for each account plus out-of-pocket costs and expenses. The Fund incurred approximately
$45,364 in expenses for the fiscal year ended October 31, 2002 for services provided by
SFSI.

The Manager (including affiliates and subsidiaries) managed assets of more than $120
billion as of December 31, 2002, including more than 65 funds with more than 6.3 million
shareholder accounts. The Manager is a wholly-owned subsidiary of Oppenheimer Acquisition
Corp. ("OAC"), a holding company controlled by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Manager and OAC are located at 498 Seventh Avenue, New York, New York
10018. MassMutual is located at 1295 State Street, Springfield, Massachusetts 01111. OAC
acquired the
Manager on October 22, 1990. As indicated below, the common stock of OAC is owned by (i)
certain officers and/or directors of the Manager, (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.

At June 30, 2002, MassMutual held (i) all of the 21,600,000 shares of Class A voting stock,
(ii) 12,642,025 shares of Class B voting stock, and (iii) 21,178,801 shares of Class C
non-voting stock. This collectively represented 95.65% of the outstanding common stock and
96.51% of the voting power of OAC as of that date. Certain officers and/or directors of the
Manager held (i) 865,590 shares of the Class B voting stock, representing 1.49% of the
outstanding common stock and 2.44% of the voting power, (ii) 379,597 shares of Class C
non-voting stock, and (iii) options acquired without cash payment which, when they become
exercisable, allow the holders to purchase up to 7,917,853 shares of Class C non-voting
stock. That group includes persons who serve as officers of the Fund and John V. Murphy,
who serves as a Trustee of the Fund.

Holders of OAC Class B and Class C common stock may put (sell) their shares and vested
options to OAC or MassMutual at a formula price (based on, among other things, the revenue,
income, working capital, and excess cash of the Manager). 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. There were no transactions by a person who serves
as a Trustee of the Fund during the period June 30, 2000 to June 30, 2002.

The names and principal occupations of the executive officers and directors of the Manager
are as follows: John Murphy, Chairman, President, Chief Executive Officer and a director;
O. Leonard Darling, Vice Chairman, Executive Vice President, and a director; Robert G.
Zack, Senior Vice President and General Counsel; Andrew Ruotolo, Executive Vice President
and a director; Craig Dinsell and James Ruff, Executive Vice Presidents; Kurt Wolfgruber,
Senior Vice President and Chief Investment Officer, and Brian W. Wixted, Senior Vice
President and Treasurer; and Charles Albers, Victor Babin, Bruce Bartlett, Robert Bonomo,
Ruggero de'Rossi, Ronald H. Fielding, John Forrest, P. Lyman Foster, Robert B. Grill,
Robert Guy, Steve Ilnitzki, Lynn Oberist Keeshan, Thomas W. Keffer, Chris Leavy, Angelo
Manioudakis, Charles McKenzie, Andrew J. Mika, David Robertson, Richard Rubinstein, David
Schulz, Arthur Steinmetz, John Stoma, Martin Telles, Jerry A. Webman, William L. Wilby,
Phillip Witkower, Donna Winn, Kenneth Winston, Carol Wolf, and Arthur J. Zimmer, Senior
Vice Presidents. These officers are located at one of the three offices of the Manager: 498
Seventh Avenue, New York, NY 10018; 6803 South Tucson Way, Centennial, CO 80112; and 350
Linden Oaks, Rochester, NY 14625-2807.

Custodian. The JPMorgan Chase Bank, 4 Chase MetroTech Center, Brooklyn, New York, 11245
acts as custodian of the Fund's securities and other assets.

Reports to Shareholders and Financial Statements. The Annual Report to Shareholders of the
Fund, including financial statements of the Fund for the fiscal year ended October 31, 2002
has previously been sent to shareholders. The Semi-Annual Report to Shareholders of the
Fund as of April 31, 2002 also has previously been sent to shareholders. Upon request,
shareholders may obtain without charge a copy of the Annual Report and Semi-Annual Report
by writing the Fund at the address above, or by calling the Fund at 1.800.647.7374. The
Fund's transfer agent will provide a copy of the reports promptly upon request.

To avoid sending duplicate copies of materials to households, the Fund mails only one copy
of each annual and semi-annual report to shareholders having the same last name and address
on the Fund's records. The consolidation of these mailings, called householding, benefits
the Fund through reduced mailing expenses.

If you want to receive multiple copies of these materials or request householding in the
future, you may call the transfer agent at 1.800.647.7374. You may also notify the
transfer agent in writing. Individual copies of prospectuses and reports will be sent to
you within 30 days after the transfer agent receives your request to stop householding.

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Solicitation of Proxies. The cost of preparing, printing and mailing the proxy ballot,
notice of meeting, and this Proxy Statement and all other costs incurred with the
solicitation of proxies, including any additional solicitation by letter, telephone or
otherwise, will be paid by the Fund. In addition to solicitations by mail, officers of the
Fund or officers and employees of the transfer agent, without extra compensation, may
conduct additional solicitations personally or by telephone.

Proxies also may be solicited by a proxy solicitation firm hired at the Fund's expense to
assist in the solicitation of proxies. As the Meeting date approaches, certain
shareholders of the Fund may receive telephone calls from a representative of the
solicitation firm if their vote has not yet been received.
It is anticipated the cost of engaging a proxy solicitation firm would not exceed $2,500
plus the additional costs, that may be substantial, incurred in connection with contacting
- ----
those shareholders that have not voted. 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 expenses.

If the shareholder wishes to participate in the Meeting but does not wish to give his or
her proxy telephonically, the shareholder may still submit the proxy ballot originally sent
with the Proxy Statement in the postage paid envelope provided or attend in person. Should
shareholders require additional information regarding the proxy ballot or a replacement
proxy ballot, they may contact us toll-free at 1.800.647.7374. Any proxy given by a
shareholder is revocable as described below under the paragraph entitled "Revoking a Proxy."

Please take a few moments to complete your proxy ballot promptly. You may provide your
completed proxy via facsimile or by mailing the proxy ballot in the postage paid envelope
provided. You also may cast your vote by attending the Meeting in person if you are a
record owner.

Voting By Broker-Dealers. Shares owned of record by a broker-dealer for the benefit of its
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 by applicable stock exchange rules) vote, as record holder
of 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 it has received voting
instructions in time to be voted. Beneficial owners of street account shares cannot vote in
person at the meeting. Only record owners may vote in person at the meeting.

A "broker non-vote" is deemed to exist when a proxy received from a broker indicates that
the broker does not have discretionary authority to vote the shares on that matter.
Abstentions and broker non-votes will have the same effect as a vote against the proposal.

Quorum. A majority of the shares outstanding and entitled to vote, present in person or
represented by proxy, constitutes a quorum at the Meeting. Shares over which broker-dealers
have discretionary voting power, shares that represent broker non-votes and shares whose
proxies reflect an abstention on any item are all counted as shares present and entitled to
vote for purposes of determining whether the required quorum of shares exists.

Required Vote. 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 each nominee for Trustee and for the approval of the Proposal.

How are votes counted? The individuals named as proxies on the proxy ballots (or their
substitutes) will vote according to your directions if your proxy ballot is received and
properly executed. You may direct the proxy holders to vote your shares on a proposal by
checking the appropriate box "FOR" or "AGAINST," or instruct them not to vote those shares
on the proposal by checking the "ABSTAIN" box. Alternatively, you may simply sign, date
and return your proxy ballot with no specific instructions as to the proposals. If you
properly execute and return a proxy but fail to indicate how the votes should be cast, the
proxy will be voted in favor of the election of each of the nominees named in this Proxy
Statement for Trustee and in favor of the Proposal.

Shares of the Fund may be held by certain institutional investors for the benefit of their
clients. If the institutional investor does not timely receive voting instructions from its
clients with respect to such shares, the institutional investor may be authorized to vote
such shares, as well as shares the institutional investor itself owns, in the same
proportion as shares for which voting instructions from clients are timely received.

Revoking a Proxy. You may revoke a previously granted proxy at any time before it is
exercised by (1) delivering a written notice to the Fund (at the address listed on the
first page) expressly revoking your proxy, (2) signing and forwarding to the Fund a
later-dated proxy, or (3) attending the Meeting and casting your votes in person. Granted
proxies typically will be voted at the final meeting, but may be voted at an adjourned
meeting if appropriate.

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, 2003 and in such form as is required under
the rules and regulations promulgated by the Securities and Exchange Commission.

OTHER MATTERS

Management of the Fund knows of no business other than the matters specified above that
will be presented at the Meeting. Because 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 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 (or their substitutes) to vote the proxy in accordance with their judgment on
such matters.

In the event a quorum is not present or sufficient votes in favor of the election of
Trustees or the Proposal set forth in the Notice of Meeting of Shareholders are not
received by the date of the Meeting, the persons named in the enclosed proxy (or their
substitutes) may propose and approve one or more adjournments of the Meeting to permit
further solicitation of proxies. 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 named as proxies on the proxy ballots (or their substitutes) will
vote the shares present in person or by proxy (including broker non-votes and abstentions)
in favor of such an adjournment if they determine additional solicitation is warranted and
in the interests of the Fund's shareholders. A vote may be taken on one or more of the
proposals in this proxy statement prior to any such adjournment if a quorum is present,
sufficient votes for its approval have been received and it is otherwise appropriate.

By Order of the Board of Trustees,

Robert G. Zack, Secretary
March 19, 2003

OPPENHEIMER MULTI-SECTOR INCOME TRUST
PROXY FOR ANNUAL SHAREHOLDERS MEETING
TO BE HELD May 1, 2003

The undersigned, revoking prior proxies, hereby appoints Brian Wixted, Connie Bechtolt,
Philip Vottiero, Kathleen Ives and Philip Masterson, and each of them, as attorneys-in-fact
and proxies of the undersigned, with full power of substitution, to vote shares held in the
name of the undersigned on the record date at the Annual Meeting of Shareholders of
Oppenheimer Multi-Sector Income Trust (the "Fund") to be held at 6803 South Tucson Way,
Centennial, Colorado, 80112, on May 1, 2003, at 1:00 P. M. Mountain time, or at any
adjournment thereof, upon the proposals described in the Notice of Meeting and accompanying
Proxy Statement, which have been received by the undersigned

This proxy is solicited on behalf of the Fund's Board of Trustees, and all proposals have
been proposed by the Board of Trustees. When properly executed, this proxy will be voted as
indicated on the reverse side or "FOR" a proposal if no choice is indicated. The proxy will
be voted in accordance with the proxy holders' best judgment as to any other matters that
may arise at the Meeting.

CONTROL NUMBER: 999 9999 9999 999
Note: Please sign this proxy exactly as your name
or names appear hereon. Each joint owner should
sign. Trustees and other fiduciaries should
indicate the capacity in which they sign. If a
corporation, partnership or other entity, this
signature should be that of a duly authorized
individual who should state his or her title.

- -------------------------------------------------------------------------------------------
Signature

- -------------------------------------------------------------------------------------------
Signature of joint owner, if any

- -------------------------------------------------------------------------------------------
Date

PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: [ ]

1. To elect a Board of Trustees

01 Clayton K. Yeutter 02 John V. Murphy 03 Joel W. Motley

IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE YOUR SHARES "FOR" A PARTICULAR NOMINEE, mark
the "FOR ALL EXCEPT" box and write the nominee's number on the line provided below.
Your shares will be voted "FOR" any remaining nominee(s).

FOR WITHOLD FOR ALL EXCEPT
ALL____ ALL____ ____

2. Ratification of selection of KPMG LLP as independent certified public accountants and
auditors for the fiscal year commencing November 1, 2002

FOR____ AGAINST____ ABSTAIN____

Signature(s)

680

EX-99.2A 3 appendixa.htm AMENDED & RESTATED CHARTER OF AUDIT COMMITTEE OPPENHEIMER MULTI-SECTOR INCOME TRUST

                                                                    Appendix A

                     AMENDED AND RESTATED CHARTER OF THE
                               AUDIT COMMITTEE
                                    OF THE
                          Board I Oppenheimer Funds

                         (Adopted February 12, 2003)

      The Audit  Committee shall assist the Boards of the "Board I Oppenheimer
funds" (each, a "Fund" and  collectively,  the "Funds") in connection with the
Boards'  oversight  of the  integrity  of each Fund's  semi-annual  and annual
financial statements,  its compliance with legal and regulatory  requirements,
the  qualifications  and  independence  of its  independent  auditors  and the
performance of its independent  auditors and the internal audit function.  The
Committee shall oversee the accounting and financial  reporting  processes and
audits of the financial  statements of the Funds,  and shall assist the Boards
of  Trustees/Directors  of the Funds in carrying out other functions  assigned
to it by the Boards.

      In carrying out its  functions,  the Committee  shall have the following
responsibilities, functions and authority:

1.    The Committee  shall be responsible  for the  appointment,  subject,  if
      applicable,  to  shareholder  ratification  (or decision to  terminate),
      compensation  and  oversight  of the work of the  independent  certified
      public  accountants  and auditors of each Fund (the  "Auditors") for the
      purpose of  preparing  or issuing  audit  reports or related  work.  The
      Auditors shall report directly to the Committee.

1.01  As  a  condition  on  retaining   the  Auditors  or   continuing   their
            engagement,  the  Committee  shall  require the Auditors to rotate
            the lead or  coordinating  audit partner for a Fund at least every
            five fiscal years.

1.02  As a condition of engaging the Auditors or continuing their  engagement,
            the  Committee  shall  ascertain  that the Fund's Chief  Executive
            Officer,  Controller  (if any),  Chief  Financial  Officer,  Chief
            Accounting   Officer  (if  any)  or  any  person   serving  in  an
            equivalent  position  was not employed by the Auditors and did not
            participate  in any  capacity  on  behalf of the  Auditors  in the
            audit of the Fund during the  one-year  preceding  the date of the
            initiation of the audit for which the Auditors are engaged.

1.03  Upon the  request of the  Auditors  or fund  management,  the  Committee
            shall have the authority to  pre-approve  the  performance  by the
            Auditors of any non-audit service,  including tax services,  for a
            Fund,  if such service is not a prohibited  service  under Section
            201 of the  Sarbanes-Oxley  Act of  2002,  and  such  pre-approval
            shall be required  before any such service may be performed  for a
            Fund.  The  Committee  shall  timely  advise  the Chief  Executive
            Officer and Chief Financial  Officer of the Fund (or whoever shall
            be  responsible  for preparing  and filing a Fund's  reports under
            Section  13(a)  of the  Securities  Exchange  Act of  1934) of the
            approval  of such  non-audit  service  and shall  direct that such
            service be disclosed in such reports.

2.    The Committee  shall  maintain a direct line of  communication  and meet
      with the Auditors for each Fund to review at least  annually  based upon
      information provided by the Auditors:

2.01  The scope of audits and audit reports;

2.02  The personnel, staffing, qualifications and experience of the Auditors;

2.03  The  independence  of  the  Auditors,  including  certification  by  the
            Auditors of their  independence  and  assurances  by the  Auditors
            that they have not  provided to such Fund any  non-audit  services
            that are prohibited by the Sarbanes-Oxley Act of 2002, including:

(a)   bookkeeping  or other  services  related  to the  accounting  records or
                  financial statements of the Fund;
(b)   financial information systems design and implementation;
(c)   appraisal    or    valuation    services,     fairness    opinions    or
                  contribution-in-kind reports;
(d)   actuarial services;
(e)   internal audit outsourcing services;
(f)   management functions or human resources;
(g)   broker or dealer, investment adviser, or investment banking services;
(h)   legal services or expert services unrelated to audit; and
(i)   any other service that the Public  Company  Accounting  Oversight  Board
                  determines is impermissible.

      2.04  The  Auditor's   internal   quality-control   procedures  and  any
            material    issues   raised   by   the   most   recent    internal
            quality-control  review,  or peer review,  of the firm,  or by any
            inquiry  or   investigation   by   governmental   or  professional
            authorities,  within the preceding  five years,  respecting one or
            more  independent  audits  carried out by the firm,  and any steps
            taken to deal with any such issues;

      2.05  The compensation of the Auditors;

      2.06  The audited financial  statements and other financial  information
            submitted by the Auditors;

2.07      All  material  written  communications  between the  officers of the
          Fund and  officers  of its  investment  manager,  and the  Auditors,
          including    (without    limitation)    any    management    letters
          submitted  by the  Auditors in  connection  with audits of financial
          statements   of  such  Fund  and  the   responses   of  the   Fund's
          management;


2.08       All  recommendations  and  comments  submitted to the Boards of the
          Funds or the
                  Committee by the Auditors, either written or verbal;

      2.09  All critical  accounting  policies and  practices to be used;  all
            alternative  treatments of financial  information within generally
            accepted  accounting  principles  that  have been  discussed  with
            management   of  a  Fund,   ramifications   of  the  use  of  such
            alternative   disclosures  and   treatments,   and  the  treatment
            preferred  by the  Auditors;  changes in  accounting  and auditing
            procedures, principals, practices, standards and reporting;

      2.10  Determination of areas of substantial  risk in accurate  reporting
            of financial results and operations of the Fund;

2.11  Any problems or  difficulties  encountered in the course of the audit of
         the Fund, and            management's response,

2.12  The qualifications of the principal financial officer of the Funds;

      2.13  Matters  required  to  be  discussed   pursuant  to  Statement  of
            Auditing Standards No. 61; and

      2.14  Tax matters affecting the Fund, including:

(a)   Compliance  with  the  provisions  of  the  Internal  Revenue  Code  and
                  regulations,   including   annual   reviews  for  such  Fund
                  concerning  qualification as a regulated  investment company
                  under the Internal Revenue Code; and

(b)   Tax legislation and rulings.

3.    The  Committee  shall also  receive  and review  reports  and  materials
      submitted  by  any   certified   public   accounting  or  auditing  firm
      concerning the following matters:

3.01  Reports  concerning the policies,  procedures,  operating  effectiveness
            and  internal  controls  of the  investment  manager's  Accounting
            Department,

3.02  Reports  concerning  portfolio  accounting  system  software used by the
            investment  manager  and  its  Accounting   Department's  use  and
            implementation thereof;

3.03  Reports  concerning the internal  controls and performance of the Funds'
            Transfer Agent under and  compliance  with  shareholder  servicing
            and transfer  agency  agreements  which relate to Fund  accounting
            matters or a Fund's financial statements; and

3.04  Reports  and  materials  concerning  the classes of shares of the Funds,
            including  the  Manager's  operations  and  control  policies  and
            procedures,  net asset value per share calculations,  dividend and
            distribution   determinations   and   allocations  of  income  and
            expenses.

4.    The Committee shall also consider and review the following matters:

4.01  Reports from the Internal  Auditing  Department of the Funds' investment
            manager,  and the Committee  shall from time to time meet with the
            investment manager's internal audit staff to discuss the reports;

4.02  Annual and  semi-annual  reports for the Funds,  and the Committee shall
            from  time  to  time  meet  with  appropriate   personnel  of  the
            investment manager's Accounting Department for this purpose;

      4.03  Reports concerning  allocations of fidelity blanket bond, D&O/E&O,
            and money market default insurance premiums and coverages;

      4.04  Reports concerning multi-peril property and casualty insurance;

      4.05  Reports  concerning  undistributed  income and capital gains,  and
            other items pertaining to Fund dividends and their accruals;

4.06  Review of periodic reports from each Fund's Chief Executive  Officer and
         Chief  Financial   Officer  (or  any  disclosure   committee  of  the
         investment  manager  of  the  Fund  or  whoever  is  responsible  for
         the  preparation  and filing of the  Fund's  periodic  reports  under
         the    Securities    Exchange    Act   of   1934)    on    disclosure
         controls  and  procedures  required  under  Rules  13a-15  and 15d-15
         (as  they  may be  amended  from  time  to  time)  of the  Securities
         Exchange Act of 1934, and the evaluation of the  effectiveness of the
         design and  operation  of such  disclosure  controls  and  procedures
         and the identification of significant changes       thereto;

4.07       Reports  from the  Chief  Executive  Officer  and  Chief  Financial
          Officer  of  the  Funds  as  to  the   certification   of   periodic
          reports filed under the Securities Exchange Act of 1934; and

      4.08  Any other matters  referred to it by the Board or Chief  Executive
            Officer of any Fund.

5.    The  Committee  shall  recommend  to the Board of each Fund  whether its
      audited and  semi-annual  financial  statements  should be published and
      included  in any filing with the  Securities  and  Exchange  Commission,
      including,   without  limitation,  the  annual  report  to  shareholders
      required  by Rule 30d-1  under the  Investment  Company Act of 1940 (the
      "1940 Act").

6.    The  Committee  shall  evaluate and make  recommendations  regarding the
   compensation and expenses paid and other benefits  provided by the Funds to
   the independent and interested Board members.

7.    The  Committee  shall  render  reports to the Boards with respect to the
   results of its reviews and its recommendations, if any.

8.    The  Committee  shall  consider  and make  recommendations  to the Board
   regarding
      adoption  of  fund   governance   policies  and   practices,   including
consideration of legal
      requirements and "best  practices"  recommended or adopted by investment
company trade
      associations, auditing firms or other professional organizations.

9.    The  Committee  shall  receive and review  reports to be provided by the
   investment
     manager of the  Funds,  or the  investment  manager's  affiliates,  legal
counsel, and/or
     auditors,  disclosing in a timely  manner any material  impairment of the
investment
     manager's   ability   to   provide   effective   investment   management,
shareholder servicing, or
     distribution  services  to  a  Fund  or  the  Funds,   including  without
limitation any material
     financial  impairment,   material  accounting  irregularities,   material
adverse litigation or
     regulatory  proceeding  or  investigation,  or  material  adverse  public
relations matter
      affecting the investment manager,  the general  distributor,  and/or the
transfer agent and/or
      its or their key management personnel.

10.   The  Committee  shall  meet  upon  the  call  of the  Chairman  and  the
   Committee  may set its  agendas  and the  places  and  times  of  Committee
   meetings.  The Committee  may request  reports and other  information  from
   the Funds' investment manager, general distributor,  and Transfer Agent and
   may  request  officers  and  personnel  of such  entities  to meet with the
   Committee  from  time to  time.  The  Committee  shall  periodically  meet,
   assisted at its  discretion  by outside  legal  counsel or other  advisors,
   alone  and  outside  the  presence  of  personnel  of  such  entities,  and
   separately with the Auditors or with internal  auditors.  The Committee may
   employ and meet with any  experts and other  persons as it deems  necessary
   to perform its functions.  The Committee  shall keep minutes and records of
   its meetings and shall report to the Board.

11.   The Committee  shall be composed of at least three members,  all of whom
   are independent  Board members (those who are not  "interested  persons" of
   the Fund as defined by section 2(a)(19) of the 1940 Act.

12.   The  Committee  determine  whether  any of its  members is a  "financial
   expert" (as defined by the Securities and Exchange  Commission  pursuant to
   the  Sarbanes-Oxley  Act of  2002),  and  shall  timely  advise  the  Chief
   Executive  Officer and Chief Financial  Officer of a Fund (or whoever shall
   be responsible for preparing and filing the Fund's  periodic  reports under
   Sections 13 and 15 of the  Securities  Exchange Act of 1934)  whether (and,
   if not,  the reason  therefor)  the  Committee is comprised of at lease one
   member who is a "financial expert."

13.   Committee  members  shall not accept any  consulting,  advisory or other
   compensatory  fee from a Fund  except in their  capacity as a member of the
   Committee,  the Board of Trustees/Directors,  or any other committee of the
   Board.

14.   The  term of the  Chairman  of the  Committee  shall  be one  year.  The
   Chairman  and the  Members  of the  Committee  shall  be  appointed  by the
   Chairman  of the Board of the  Funds,  provided  that the  Chairman  of the
   Board of the Funds is an  independent  Board member,  otherwise by the full
   Board.

15.   The  Committee  shall have the  authority  to engage  independent  legal
   counsel  (which  may be the same  counsel  as  counsel  to the  independent
   Trustees/Directors  of the Board) and other advisers as it deems  necessary
   to carry out its duties.

16.   The  Committee  shall  evaluate  and make  recommendations  to the Board
   regarding  any  retirement  plan,  deferred  compensation  plan  and  other
   benefits provided by the Fund to independent and interested Board Members.

17.   The  Committee  shall  review  this  Charter  and  its  own  performance
   annually  and  recommend  to the Boards any changes to the Charter that the
   Committee deems  appropriate.  This Charter may be amended or modified from
   time to time by the Board of any Fund with respect to that Fund.


                              Amended   and   approved   by  Board  I  of  the
                              Oppenheimer Funds on February 12, 2003



                              /s/  KATHERINE P. FELD _______________________
                              ----------------------------------------------
                              Katherine P. Feld.,  Assistant  Secretary of the
                              Funds





I/Legal/Board I/Board I Audit Charter 2003 Feb 12 FINAL

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