UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-3694 Oppenheimer Gold & Special Minerals Fund (Exact name of registrant as specified in charter) 6803 South Tucson Way, Centennial, Colorado 80112-3924 (Address of principal executive offices) (Zip code) Robert G. Zack, Esq. OppenheimerFunds, Inc. Two World Financial Center, New York, New York 10281-1008 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (303) 768-3200 -------------- Date of fiscal year end: June 30 ------- Date of reporting period: July 1, 2003 - June 30, 2004 ITEM 1. REPORTS TO STOCKHOLDERS. FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- HOW HAS THE FUND PERFORMED? BELOW IS A DISCUSSION BY OPPENHEIMERFUNDS, INC., OF THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR ENDED JUNE 30, 2004, FOLLOWED BY A GRAPHICAL COMPARISON OF THE FUND'S PERFORMANCE TO AN APPROPRIATE BROAD-BASED MARKET INDEX. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE. Over the 12-month period ended June 30, 2004, the Fund delivered positive returns. The Fund's performance was driven primarily by the price of gold, which rose throughout the first half of the period, but gave up the majority of those gains during the second half. Over 90% of the Fund's assets were allocated to gold-related stocks, with the remainder invested in other metal mining concerns and cash. Throughout the reporting period, we generally maintained the Fund's focus on large, mature companies with strong balance sheets, relatively low operational costs and highly liquid shares, such as Newmont Mining Corp. and Placer Dome, Inc. As gold prices rose during the first half of the period, we also added to the Fund's holdings among small-to-intermediate gold exploration and production companies with experienced management, good reserves and solid financial resources. Some of our holdings climbed sharply in value on the strength of successful exploration activity in various parts of the world. We generally trimmed holdings in such companies in late 2003 when stock valuations began to level, retaining positions in only a small number of intermediate producers, such as Glamis Gold Ltd., that we believed offered above-average potential for continued growth. As gold and other special mineral prices leveled in 2004, we began to convert some of the Fund's assets into cash. By the end of the period, our cash position stood at approximately 5% of assets, an unusually high level for the Fund. This cash position reflects our recognition of the increasing risks that accompany recent commodity price increases, and the uncertainties implicit in today's political and economic environment. We believe that if industrial growth continues, it will likely be accompanied by possible inflationary pressures and geopolitical risks. While gold and other precious metals may offer a strong hedge against the negative forces in this equation, industrial metals are likely to benefit from demand generated by increasing economic growth. Accordingly, we remain watchful for developments that might lead us to reallocate the Fund's assets among our various areas of investment. COMPARING THE FUND'S PERFORMANCE TO THE MARKET. The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares of the Fund held until June 30, 2004. In the case of Class A shares, performance is measured over a ten-year period. In the case of Class B and Class C shares, performance is measured from inception of the classes on November 1, 1995. In the case of Class N shares, performance is measured from inception of the class on March 1, 2001. The Fund's performance 8 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C and Class N shares, and reinvestments of all dividends and capital gains distributions. Past performance cannot guarantee future results. The Fund's performance is compared to the performance of the Morgan Stanley Capital International (MSCI) World Index, an unmanaged index of issuers listed on the stock exchange of 20 countries and the U.S. Index performance reflects the reinvestment of income but does not consider the effect of transaction costs, and none of the data in the graphs shows the effect of taxes. The Fund's performance reflects the effects of the Fund's business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund's performance, it must be noted that the Fund's investments are not limited to the investments in the index. 9 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- CLASS A SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer Gold & Special Minerals Fund (Class A) Morgan Stanley Capital International (MSCI) World Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Morgan Stanley Value of Capital International Investment (MSCI) Date In Fund World Index - ------------------------------------------------------------------ 06/30/1994 9,425 10,000 09/30/1994 10,745 10,227 12/31/1994 9,517 10,164 03/31/1995 9,181 10,653 06/30/1995 9,616 11,122 09/30/1995 9,873 11,757 12/31/1995 9,373 12,331 03/31/1996 10,670 12,848 06/30/1996 10,140 13,235 09/30/1996 10,047 13,427 12/31/1996 9,945 14,057 03/31/1997 9,601 14,112 06/30/1997 9,105 16,253 09/30/1997 9,263 16,734 12/31/1997 6,771 16,338 03/31/1998 7,499 18,695 06/30/1998 6,352 19,091 09/30/1998 6,763 16,819 12/31/1998 6,683 20,389 03/31/1999 6,596 21,134 06/30/1999 7,117 22,161 09/30/1999 8,439 21,850 12/31/1999 7,712 25,555 03/31/2000 6,592 25,836 06/30/2000 6,488 24,938 09/30/2000 6,186 23,703 12/31/2000 6,547 22,254 03/31/2001 6,350 19,411 06/30/2001 7,501 19,950 09/30/2001 7,417 17,096 12/31/2001 7,839 18,577 03/31/2002 10,134 18,693 06/30/2002 10,618 16,979 09/30/2002 10,150 13,872 12/31/2002 11,169 14,947 03/31/2003 9,594 14,208 06/30/2003 11,080 16,659 09/30/2003 13,973 17,482 12/31/2003 17,831 19,994 03/31/2004 16,961 20,537 06/30/2004 14,396 20,751 AVERAGE ANNUAL TOTAL RETURNS OF CLASS A SHARES WITH SALES CHARGE OF THE FUND AT 6/30/04 1-Year 5-Year 10-Year Inception Date - ------ ------ ------- -------------- 22.45% 13.78% 3.71% 7/19/83 10 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND CLASS B SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer Gold & Special Minerals Fund (Class B) Morgan Stanley Capital International (MSCI) World Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Morgan Stanley Value of Capital International Investment (MSCI) Date In Fund World Index - ------------------------------------------------------------------ 11/01/1995 10,000 10,000 12/31/1995 10,615 10,654 03/31/1996 12,049 11,100 06/30/1996 11,425 11,434 09/30/1996 11,296 11,600 12/31/1996 11,158 12,145 03/31/1997 10,753 12,193 06/30/1997 10,170 14,042 09/30/1997 10,332 14,457 12/31/1997 7,547 14,115 03/31/1998 8,340 16,152 06/30/1998 7,045 16,495 09/30/1998 7,490 14,531 12/31/1998 7,377 17,615 03/31/1999 7,271 18,259 06/30/1999 7,830 19,146 09/30/1999 9,271 18,878 12/31/1999 8,455 22,079 03/31/2000 7,208 22,322 06/30/2000 7,085 21,546 09/30/2000 6,740 20,479 12/31/2000 7,127 19,227 03/31/2001 6,893 16,771 06/30/2001 8,130 17,236 09/30/2001 8,030 14,771 12/31/2001 8,474 16,050 03/31/2002 10,955 16,150 06/30/2002 11,479 14,670 09/30/2002 10,973 11,985 12/31/2002 12,074 12,914 03/31/2003 10,372 12,276 06/30/2003 11,979 14,393 09/30/2003 15,106 15,104 12/31/2003 19,277 17,274 03/31/2004 18,337 17,744 06/30/2004 15,563 17,929 AVERAGE ANNUAL TOTAL RETURNS OF CLASS B SHARES WITH SALES CHARGE OF THE FUND AT 6/30/04 1-Year 5-Year Since Inception Inception Date - ------ ------ --------------- --------------- 23.91% 14.02% 5.24% 11/1/95 THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM, OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE, REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES, THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 2% (5-YEAR); AND FOR CLASS C AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD. BECAUSE CLASS B SHARES CONVERT TO CLASS A SHARES 72 MONTHS AFTER PURCHASE, THE "SINCE INCEPTION" RETURN FOR CLASS B USES CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 14 FOR FURTHER INFORMATION. 11 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- CLASS C SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer Gold & Special Minerals Fund (Class C) Morgan Stanley Capital International (MSCI) World Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Morgan Stanley Value of Capital International Investment (MSCI) Date In Fund World Index - ------------------------------------------------------------------ 11/01/1995 10,000 10,000 12/31/1995 10,615 10,654 03/31/1996 12,057 11,100 06/30/1996 11,441 11,434 09/30/1996 11,312 11,600 12/31/1996 11,174 12,145 03/31/1997 10,769 12,193 06/30/1997 10,194 14,042 09/30/1997 10,348 14,457 12/31/1997 7,555 14,115 03/31/1998 8,348 16,152 06/30/1998 7,061 16,495 09/30/1998 7,506 14,531 12/31/1998 7,401 17,615 03/31/1999 7,287 18,259 06/30/1999 7,846 19,146 09/30/1999 9,296 18,878 12/31/1999 8,478 22,079 03/31/2000 7,231 22,322 06/30/2000 7,107 21,546 09/30/2000 6,763 20,479 12/31/2000 7,140 19,227 03/31/2001 6,914 16,771 06/30/2001 8,153 17,236 09/30/2001 8,044 14,771 12/31/2001 8,482 16,050 03/31/2002 10,945 16,150 06/30/2002 11,452 14,670 09/30/2002 10,919 11,985 12/31/2002 12,000 12,914 03/31/2003 10,287 12,276 06/30/2003 11,868 14,393 09/30/2003 14,934 15,104 12/31/2003 19,023 17,274 03/31/2004 18,057 17,744 06/30/2004 15,298 17,929 AVERAGE ANNUAL TOTAL RETURNS OF CLASS C SHARES WITH SALES CHARGE OF THE FUND AT 6/30/04 1-Year 5-Year Since Inception Inception Date - ------ ------ --------------- -------------- 27.90% 14.29% 5.03% 11/1/95 12 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND CLASS N SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer Gold & Special Minerals Fund (Class N) Morgan Stanley Capital International (MSCI) World Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Morgan Stanley Value of Capital International Investment (MSCI) Date In Fund World Index - ------------------------------------------------------------------ 03/01/2001 10,000 10,000 03/31/2001 9,199 9,345 06/30/2001 10,856 9,604 09/30/2001 10,724 8,231 12/31/2001 11,303 8,944 03/31/2002 14,626 8,999 06/30/2002 15,304 8,174 09/30/2002 14,626 6,678 12/31/2002 16,083 7,196 03/31/2003 13,810 6,840 06/30/2003 15,943 8,020 09/30/2003 20,080 8,416 12/31/2003 25,599 9,625 03/31/2004 24,339 9,887 06/30/2004 20,630 9,990 AVERAGE ANNUAL TOTAL RETURNS OF CLASS N SHARES WITH SALES CHARGE OF THE FUND AT 6/30/04 1-Year 5-Year Since Inception Inception Date - ------ ------ --------------- -------------- 28.40% N/A 24.29% 3/1/01 THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM, OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE, REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES, THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 2% (5-YEAR); AND FOR CLASS C AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD. SEE PAGE 14 FOR FURTHER INFORMATION. 13 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND NOTES - -------------------------------------------------------------------------------- TOTAL RETURNS AND THE ENDING ACCOUNT VALUES IN THE GRAPHS INCLUDE CHANGES IN SHARE PRICE AND REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS IN A HYPOTHETICAL INVESTMENT FOR THE PERIODS SHOWN. CUMULATIVE TOTAL RETURNS ARE NOT ANNUALIZED. THE FUND'S TOTAL RETURNS SHOWN DO NOT REFLECT THE DEDUCTION OF INCOME TAXES ON AN INDIVIDUAL'S INVESTMENT. TAXES MAY REDUCE YOUR ACTUAL INVESTMENT RETURNS ON INCOME OR GAINS PAID BY THE FUND OR ANY GAINS YOU MAY REALIZE IF YOU SELL YOUR SHARES. INVESTORS SHOULD CONSIDER THE FUND'S INVESTMENT OBJECTIVES, RISKS, AND OTHER CHARGES AND EXPENSES CAREFULLY BEFORE INVESTING. THE FUND'S PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE FUND, AND MAY BE OBTAINED BY ASKING YOUR FINANCIAL ADVISOR, CALLING US AT 1.800.525.7048 OR VISITING OUR WEBSITE AT www.oppenheimerfunds.com. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. THE FUND'S INVESTMENT STRATEGY AND FOCUS CAN CHANGE OVER TIME. THE MENTION OF SPECIFIC FUND HOLDINGS DOES NOT CONSTITUTE A RECOMMENDATION BY OPPENHEIMERFUNDS, INC. CLASS A shares of the Fund were first publicly offered on 7/19/83. The Fund's maximum sales charge for Class A shares was higher prior to 4/1/91, so actual performance may have been lower. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%. CLASS B shares of the Fund were first publicly offered on 11/1/95. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the "since inception" return for Class B uses Class A performance for the period after conversion. The ending account value shown in the graph is net of the applicable 1% contingent deferred sales charge. Class B shares are subject to an annual 0.75% asset-based sales charge. CLASS C shares of the Fund were first publicly offered on 11/1/95. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge. CLASS N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge. An explanation of the calculation of performance is in the Fund's Statement of Additional Information. 14 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENT OF INVESTMENTS June 30, 2004 - -------------------------------------------------------------------------------- VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- COMMON STOCKS--95.7% - -------------------------------------------------------------------------------- FINANCIALS--0.5% - -------------------------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES--0.5% Gold Bullion Securities Ltd. 1 40,000 $ 1,579,600 - -------------------------------------------------------------------------------- INDUSTRIALS--0.3% - -------------------------------------------------------------------------------- MACHINERY--0.3% Trans Hex Group Ltd. 320,100 984,170 - -------------------------------------------------------------------------------- MATERIALS--94.9% - -------------------------------------------------------------------------------- CHEMICALS--1.0% Shin-Etsu Chemical Co. 90,000 3,216,790 - -------------------------------------------------------------------------------- METALS & MINING--93.9% Aber Diamond Corp. 1 85,300 2,522,577 - -------------------------------------------------------------------------------- Agnico-Eagle Mines Ltd. 2 360,900 4,767,489 - -------------------------------------------------------------------------------- Alcan, Inc. 2 118,400 4,901,760 - -------------------------------------------------------------------------------- Alcoa, Inc. 2 133,700 4,416,111 - -------------------------------------------------------------------------------- Aluminum Corp. of China Ltd. 6,000,000 3,211,621 - -------------------------------------------------------------------------------- Anglo American Platinum Corp. Ltd. 1 28,673 526,174 - -------------------------------------------------------------------------------- Anglo American Platinum Corp. Ltd. 155,626 5,887,096 - -------------------------------------------------------------------------------- AngloGold Ashanti Ltd., Sponsored ADR 2 451,293 14,513,583 - -------------------------------------------------------------------------------- Antofagasta plc 308,800 5,266,882 - -------------------------------------------------------------------------------- Barrick Gold Corp. 2 771,900 15,245,025 - -------------------------------------------------------------------------------- Bema Gold Corp. 1 1,000,000 2,720,000 - -------------------------------------------------------------------------------- Celtic Resources Holdings plc 1 400,000 2,901,600 - -------------------------------------------------------------------------------- Coeur d'Alene Mines Corp. 1 395,500 1,613,640 - -------------------------------------------------------------------------------- Companhia de Minas Buenaventura SA, Sponsored ADR, B Shares 680,000 15,028,000 - -------------------------------------------------------------------------------- Companhia Vale do Rio Doce, Sponsored ADR 216,000 8,445,600 - -------------------------------------------------------------------------------- Dowa Mining Co. Ltd. 600,000 3,557,714 - -------------------------------------------------------------------------------- Durban Roodeport Deep Ltd., Sponsored ADR 1 1,200,000 3,048,000 VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- METALS & MINING CONTINUED Eldorado Gold Corp. Ltd. 1 1,880,600 $4,867,188 - -------------------------------------------------------------------------------- First Quantum Minerals Ltd. 1 913,800 9,644,057 - -------------------------------------------------------------------------------- Freeport-McMoRan Copper & Gold, Inc., Cl. B 2 420,000 13,923,000 - -------------------------------------------------------------------------------- Fujian Zijin Mining Industry Co. Ltd. 11,600,000 3,941,127 - -------------------------------------------------------------------------------- Glamis Gold Ltd. 1,2 1,014,200 17,778,926 - -------------------------------------------------------------------------------- Gold Fields Ltd., Sponsored ADR 650,000 6,831,500 - -------------------------------------------------------------------------------- Goldcorp, Inc. 10,000 116,700 - -------------------------------------------------------------------------------- Golden Star Resources Ltd. 1,2 1,852,800 8,596,992 - -------------------------------------------------------------------------------- Guinor Gold Corp. 1 1,990,899 1,574,009 - -------------------------------------------------------------------------------- Harmony Gold Mining Co. Ltd. 270,000 2,835,929 - -------------------------------------------------------------------------------- Harmony Gold Mining Co. Ltd., Sponsored ADR 2 262,000 2,774,580 - -------------------------------------------------------------------------------- Hecla Mining Co. 1 100,000 570,000 - -------------------------------------------------------------------------------- Impala Platinum Holdings Ltd. 103,800 7,869,902 - -------------------------------------------------------------------------------- Ivanhoe Mines Ltd. 1 1,442,200 7,744,800 - -------------------------------------------------------------------------------- Kinross Gold Corp. 1 645,290 3,587,812 - -------------------------------------------------------------------------------- Kinross Gold Corp. 1 500,000 2,767,108 - -------------------------------------------------------------------------------- LionOre Mining International Ltd. 1 1,447,000 6,518,650 - -------------------------------------------------------------------------------- Meridian Gold, Inc. 1 333,900 4,298,426 - -------------------------------------------------------------------------------- Newcrest Mining Ltd. 1,708,997 16,404,916 - -------------------------------------------------------------------------------- Newmont Mining Corp. (Holding Co.) 2 484,005 18,760,034 - -------------------------------------------------------------------------------- Northgate Exploration Ltd. 1 3,800,000 5,895,208 - -------------------------------------------------------------------------------- Peabody Energy Corp. 2 65,100 3,644,949 - -------------------------------------------------------------------------------- Placer Dome, Inc. 2 1,157,300 19,257,472 - -------------------------------------------------------------------------------- Randgold Resources Ltd., ADR 1,2 1,345,600 11,868,192 - -------------------------------------------------------------------------------- Rio Tinto plc 2 172,860 4,156,765 15 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENT OF INVESTMENTS Continued - -------------------------------------------------------------------------------- VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- METALS & MINING Continued Royal Gold, Inc. 2 630,000 $ 8,927,100 - -------------------------------------------------------------------------------- Southwestern Resources Corp. 1 180,000 1,919,819 ------------- 295,648,033 ------------- Total Common Stocks (Cost $278,313,275) 301,428,593 UNITS - -------------------------------------------------------------------------------- RIGHTS, WARRANTS AND CERTIFICATES--0.2% - -------------------------------------------------------------------------------- Eldorado Gold Corp. Wts., Exp. 8/25/04 1 240,000 8,950 - -------------------------------------------------------------------------------- Goldcorp, Inc. Wts., Exp. 4/30/07 1,3 7,500 42,375 - -------------------------------------------------------------------------------- Nevsun Resources Ltd. Wts., Exp. 12/19/08 1 70,000 76,300 - -------------------------------------------------------------------------------- Rio Narcea Gold Mines Ltd. Wts., Exp 9/11/08 1 132,500 66,213 - -------------------------------------------------------------------------------- Wheaton River Minerals Ltd. Wts.: Exp. 5/30/07 1 125,000 194,854 Exp. 8/25/08 1 150,000 166,698 -------- Total Rights, Warrants and Certificates (Cost $213,334) 555,390 PRINCIPAL VALUE AMOUNT SEE NOTE 1 - -------------------------------------------------------------------------------- JOINT REPURCHASE AGREEMENTS--4.8% - -------------------------------------------------------------------------------- Undivided interest of 2.29% in joint repurchase agreement (Principal Amount/Value $657,803,000, with a maturity value of $657,828,399) with UBS Warburg LLC, 1.39%, dated 6/30/04, to be repurchased at $15,037,581 on 7/1/04, collateralized by Federal National Mortgage Assn., 4.50%--6%, 2/1/19--3/1/34, with a value of $672,658,066 (Cost $15,037,000) $ 15,037,000 $ 15,037,000 - -------------------------------------------------------------------------------- TOTAL INVESTMENTS, AT VALUE (COST $293,563,609) 100.7% 317,020,983 - -------------------------------------------------------------------------------- LIABILITIES IN EXCESS OF OTHER ASSETS (0.7) (2,232,473) ----------------------------- NET ASSETS 100.0% $ 314,788,510 ============================= FOOTNOTES TO STATEMENT OF INVESTMENTS 1. Non-income producing security. 2. A sufficient amount of liquid assets has been designated to cover outstanding written options, as follows: CONTRACTS EXPIRATION EXERCISE PREMIUM VALUE SUBJECT TO CALL DATES PRICE RECEIVED SEE NOTE 1 - ----------------------------------------------------------------------------------------------------------- Agnico-Eagle Mines Ltd. 500 11/22/04 $ 15.00 $ 34,498 $ 27,500 Alcan, Inc. 500 9/20/04 40.00 98,495 135,000 Alcoa, Inc. 500 1/24/05 35.00 78,496 90,000 AngloGold Ashanti Ltd., Sponsored ADR 500 1/24/05 40.00 49,278 47,500 AngloGold Ashanti Ltd., Sponsored ADR 400 7/19/04 35.00 58,797 8,000 Barrick Gold Corp. 1,000 10/18/04 22.50 60,257 50,000 Freeport-McMoRan Copper & Gold, Inc., Cl. B 500 1/24/05 40.00 67,247 77,500 Freeport-McMoRan Copper & Gold, Inc., Cl. B 500 11/22/04 35.00 130,995 112,500 Freeport-McMoRan Copper & Gold, Inc., Cl. B 500 11/22/04 40.00 53,147 55,000 Glamis Gold Ltd. 1,200 11/22/04 20.00 79,074 108,000 16 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND CONTRACTS EXPIRATION EXERCISE PREMIUM VALUE SUBJECT TO CALL DATES PRICE RECEIVED SEE NOTE 1 - ----------------------------------------------------------------------------------------------------------- Golden Star Resources Ltd. 1,500 11/22/04 $ 5.00 $ 97,295 $ 82,500 Golden Star Resources Ltd. 500 7/19/04 5.00 17,249 5,000 Harmony Gold Mining Co. Ltd., Sponsored ADR 100 8/23/04 15.00 2,450 500 Harmony Gold Mining Co. Ltd., Sponsored ADR 1,200 8/23/04 12.50 72,545 18,000 Newmont Mining Corp. (Holding Co.) 500 1/24/05 45.00 83,556 80,000 Newmont Mining Corp. (Holding Co.) 1,000 12/20/04 45.00 129,744 130,000 Newmont Mining Corp. (Holding Co.) 500 9/20/04 45.00 46,998 25,000 Newmont Mining Corp. (Holding Co.) 500 9/20/04 42.50 60,997 47,500 Peabody Energy Corp. 500 7/19/04 50.00 100,995 290,000 Placer Dome, Inc. 2,000 12/20/04 20.00 88,051 120,000 Randgold Resources Ltd., ADR 1,500 12/20/04 11.25 65,322 45,000 Royal Gold, Inc. 1,500 1/24/05 17.50 80,781 105,000 ------------------------- 1,556,267 1,659,500 ------------------------- CONTRACTS SUBJECT TO PUT - ----------------------------------------------------------------------------------------------------------- Agnico-Eagle Mines Ltd. 500 2/21/05 12.50 55,997 52,500 Alcoa, Inc. 500 1/24/05 27.50 52,247 40,000 AngloGold Ashanti Ltd., Sponsored ADR 500 1/24/05 25.00 44,498 40,000 AngloGold Ashanti Ltd., Sponsored ADR 500 10/18/04 25.00 34,498 17,500 Bema Gold Corp. 1,500 10/18/04 2.50 45,998 37,500 Coeur d'Alene Mines Corp. 500 7/19/04 5.00 53,497 50,000 Coeur d'Alene Mines Corp. 1,000 9/20/04 5.00 86,496 115,000 Companhia Vale do Rio Doce, Sponsored ADR 500 9/20/04 40.00 83,496 30,000 Freeport-McMoRan Copper & Gold, Inc., Cl. B 1,000 11/22/04 25.00 97,570 65,000 Glamis Gold Ltd. 500 11/22/04 12.50 26,999 10,000 Glamis Gold Ltd. 400 8/23/04 12.50 33,650 -- Gold Fields Ltd., Sponsored ADR 1,000 10/18/04 10.00 74,423 80,000 Gold Fields Ltd., Sponsored ADR 300 7/19/04 10.00 23,199 3,000 Goldcorp, Inc. 500 1/24/05 10.00 41,998 30,000 Goldcorp, Inc. 1,000 10/18/04 10.00 60,247 40,000 Iamgold Corp. 1,000 12/20/04 5.00 38,998 35,000 Ivanhoe Mines Ltd. 500 12/20/04 5.00 35,698 35,000 Meridian Gold, Inc. 1,000 10/18/04 10.00 33,998 10,000 Meridian Gold, Inc. 500 7/19/04 10.00 25,749 -- Peabody Energy Corp. 500 9/20/04 45.00 50,998 15,000 Phelps Dodge Corp. 400 7/19/04 60.00 46,798 -- Placer Dome, Inc. 500 1/24/05 10.00 8,250 -- Placer Dome, Inc. 500 1/24/05 12.50 15,749 17,500 Rio Tinto plc 400 10/18/04 85.00 84,795 54,000 Stillwater Mining Co. 500 10/18/04 12.50 48,698 37,500 ------------------------- 1,204,544 814,500 ------------------------- $ 2,760,811 $ 2,474,000 ========================= 3. Identifies issues considered to be illiquid. See Note 7 of Notes to Financial Statements. 17 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENT OF INVESTMENTS Continued - -------------------------------------------------------------------------------- DISTRIBUTION OF INVESTMENTS REPRESENTING GEOGRAPHIC HOLDINGS, AS A PERCENTAGE OF TOTAL INVESTMENTS AT VALUE, IS AS FOLLOWS: GEOGRAPHIC HOLDINGS VALUE PERCENT - --------------------------------------------- Canada $ 125,279,408 39.5% United States 78,760,026 24.8 South Africa 45,270,934 14.3 Australia 16,404,916 5.2 Peru 15,028,000 4.7 United Kingdom 11,003,247 3.5 Brazil 8,445,600 2.7 Hong Kong 7,152,748 2.3 Japan 6,774,504 2.1 Ireland 2,901,600 0.9 ----------------------- Total $ 317,020,983 100.0% ======================= SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 18 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENT OF ASSETS AND LIABILITIES June 30, 2004 - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- ASSETS - ----------------------------------------------------------------------------------------------------- Investments, at value (cost $293,563,609)--see accompanying statement of investments $ 317,020,983 - ----------------------------------------------------------------------------------------------------- Cash--foreign currencies (cost $103,070) 103,545 - ----------------------------------------------------------------------------------------------------- Receivables and other assets: Shares of beneficial interest sold 836,283 Investments sold 341,366 Interest and dividends 73,069 Other 7,995 -------------- Total assets 318,383,241 - ----------------------------------------------------------------------------------------------------- LIABILITIES - ----------------------------------------------------------------------------------------------------- Bank overdraft 238,715 - ----------------------------------------------------------------------------------------------------- Options written, at value (premiums received $2,760,811) - --see accompanying statement of investments 2,474,000 - ----------------------------------------------------------------------------------------------------- Payables and other liabilities: Shares of beneficial interest redeemed 505,342 Distribution and service plan fees 187,268 Transfer and shareholder servicing agent fees 60,022 Shareholder communications 55,424 Trustees' compensation 25,880 Other 48,080 -------------- Total liabilities 3,594,731 - ----------------------------------------------------------------------------------------------------- NET ASSETS $ 314,788,510 ============== - ----------------------------------------------------------------------------------------------------- COMPOSITION OF NET ASSETS - ----------------------------------------------------------------------------------------------------- Paid-in capital $ 273,363,276 - ----------------------------------------------------------------------------------------------------- Accumulated net investment loss (134,806) - ----------------------------------------------------------------------------------------------------- Accumulated net realized gain on investments and foreign currency transactions 17,814,272 - ----------------------------------------------------------------------------------------------------- Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies 23,745,768 -------------- NET ASSETS $ 314,788,510 ============== 19 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENT OF ASSETS AND LIABILITIES Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- NET ASSET VALUE PER SHARE - -------------------------------------------------------------------------------------------------- Class A Shares: Net asset value and redemption price per share (based on net assets of $206,696,266 and 12,236,418 shares of beneficial interest outstanding) $ 16.89 Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $ 17.92 - -------------------------------------------------------------------------------------------------- Class B Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $56,501,562 and 3,428,299 shares of beneficial interest outstanding) $ 16.48 - -------------------------------------------------------------------------------------------------- Class C Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $47,810,170 and 2,902,406 shares of beneficial interest outstanding) $ 16.47 - -------------------------------------------------------------------------------------------------- Class N Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $3,780,512 and 226,469 shares of beneficial interest outstanding) $ 16.69 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 20 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENT OF OPERATIONS For the Year Ended June 30, 2004 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INVESTMENT INCOME - -------------------------------------------------------------------------------- Dividends (net of foreign withholding taxes of $147,780) $ 2,572,499 - -------------------------------------------------------------------------------- Interest 77,625 ------------ Total investment income 2,650,124 - -------------------------------------------------------------------------------- EXPENSES - -------------------------------------------------------------------------------- Management fees 2,224,239 - -------------------------------------------------------------------------------- Distribution and service plan fees: Class A 458,734 Class B 576,308 Class C 441,177 Class N 14,256 - -------------------------------------------------------------------------------- Transfer and shareholder servicing agent fees: Class A 446,628 Class B 136,497 Class C 85,390 Class N 8,055 - -------------------------------------------------------------------------------- Shareholder communications: Class A 68,409 Class B 23,803 Class C 10,618 Class N 1,616 - -------------------------------------------------------------------------------- Custodian fees and expenses 25,325 - -------------------------------------------------------------------------------- Trustees' compensation 12,261 - -------------------------------------------------------------------------------- Other 97,238 ------------- Total expenses 4,630,554 Less reduction to custodian expenses (668) Less payments and waivers of expenses (6,369) ------------- Net expenses 4,623,517 - -------------------------------------------------------------------------------- NET INVESTMENT LOSS (1,973,393) 21 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENT OF OPERATIONS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) - -------------------------------------------------------------------------------- Net realized gain on: Investments (including premiums on options exercised) $ 41,713,289 Closing and expiration of option contracts written 271,594 Foreign currency transactions 6,619,638 ------------- Net realized gain 48,604,521 - -------------------------------------------------------------------------------- Net change in unrealized appreciation on: Investments 7,512,348 Translation of assets and liabilities denominated in foreign currencies (2,726,770) Option contracts 214,212 ------------- Net change in unrealized appreciation 4,999,790 - -------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 51,630,918 ============= SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 22 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED JUNE 30, 2004 2003 - -------------------------------------------------------------------------------------------------------------- OPERATIONS - -------------------------------------------------------------------------------------------------------------- Net investment income (loss) $ (1,973,393) $ 409,122 - -------------------------------------------------------------------------------------------------------------- Net realized gain 48,604,521 15,040,611 - -------------------------------------------------------------------------------------------------------------- Net change in unrealized appreciation 4,999,790 (10,602,513) ------------------------------- Net increase in net assets resulting from operations 51,630,918 4,847,220 - -------------------------------------------------------------------------------------------------------------- DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS - -------------------------------------------------------------------------------------------------------------- Dividends from net investment income: Class A (7,773,469) (1,502,583) Class B (2,018,639) (183,324) Class C (1,584,832) (107,362) Class N (111,401) (7,661) - -------------------------------------------------------------------------------------------------------------- Distributions from net realized gain: Class A (4,608,810) -- Class B (1,416,397) -- Class C (1,068,266) -- Class N (67,330) -- - -------------------------------------------------------------------------------------------------------------- BENEFICIAL INTEREST TRANSACTIONS - -------------------------------------------------------------------------------------------------------------- Net increase in net assets resulting from beneficial interest transactions: Class A 54,822,865 11,194,743 Class B 7,547,612 4,444,731 Class C 17,117,407 7,990,546 Class N 2,392,497 1,215,483 - -------------------------------------------------------------------------------------------------------------- NET ASSETS - -------------------------------------------------------------------------------------------------------------- Total increase 114,862,155 27,891,793 - -------------------------------------------------------------------------------------------------------------- Beginning of period 199,926,355 172,034,562 ------------------------------- End of period (including accumulated net investment loss of $134,806 and $3,911,504, respectively) $ 314,788,510 $ 199,926,355 =============================== SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 23 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- CLASS A YEAR ENDED JUNE 30, 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING DATA - ------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 13.79 $ 13.37 $ 9.91 $ 8.80 $ 9.85 - ------------------------------------------------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment income (loss) (.07) 1 .07 .19 .14 .06 Net realized and unrealized gain (loss) 4.37 1 .50 3.74 1.20 (.91) ----------------------------------------------------------------------------- Total from investment operations 4.30 .57 3.93 1.34 (.85) - ------------------------------------------------------------------------------------------------------------------------ Dividends and/or distributions to shareholders: Dividends from net investment income (.75) (.15) (.47) (.23) (.20) Distributions from net realized gain (.45) -- -- -- -- ----------------------------------------------------------------------------- Total dividends and/or distributions to shareholders (1.20) (.15) (.47) (.23) (.20) - ------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 16.89 $ 13.79 $ 13.37 $ 9.91 $ 8.80 ============================================================================= - ------------------------------------------------------------------------------------------------------------------------ TOTAL RETURN, AT NET ASSET VALUE 2 29.93% 4.35% 3 41.56% 15.60% (8.83)% - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------ Net assets, end of period (in thousands) $ 206,696 $ 131,183 $ 117,794 $ 57,294 $ 61,298 - ------------------------------------------------------------------------------------------------------------------------ Average net assets (in thousands) $ 195,859 $ 128,266 $ 76,482 $ 54,347 $ 72,512 - ------------------------------------------------------------------------------------------------------------------------ Ratios to average net assets: 4 Net investment income (loss) (0.40)% 0.46% 0.34% 1.82% 0.66% Total expenses 1.27% 5,6 1.40% 5 1.45% 5,6 1.34% 5 1.41% 5 - ------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate 108% 134% 60% 25% 36% 1. Per share amounts calculated based on the average shares outstanding during the period. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. For the year ended June 30, 2003, 0% of the Fund's total return consists of a voluntary reimbursement by the Manager for a realized loss on investments not meeting the Fund's investment restrictions, and another 0.07% consists of a gain on investments not meeting the Fund's investment restrictions. Excluding these items, the total return would have been 4.28%. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. 6. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 24 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND CLASS B YEAR ENDED JUNE 30, 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING DATA - ------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 13.50 $ 13.10 $ 9.73 $ 8.63 $ 9.67 - ------------------------------------------------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment income (loss) (.21) 1 (.01) .16 .09 .01 Net realized and unrealized gain (loss) 4.28 1 .47 3.62 1.16 (.92) ---------------------------------------------------------------------------- Total from investment operations 4.07 .46 3.78 1.25 (.91) - ------------------------------------------------------------------------------------------------------------------------ Dividends and/or distributions to shareholders: Dividends from net investment income (.64) (.06) (.41) (.15) (.13) Distributions from net realized gain (.45) -- -- -- -- ---------------------------------------------------------------------------- Total dividends and/or distributions to shareholders (1.09) (.06) (.41) (.15) (.13) - ------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 16.48 $ 13.50 $ 13.10 $ 9.73 $ 8.63 ============================================================================ - ------------------------------------------------------------------------------------------------------------------------ TOTAL RETURN, AT NET ASSET VALUE 2 28.91% 3.57% 3 40.46% 14.76 (9.52)% - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------ Net assets, end of period (in thousands) $ 56,502 $ 41,426 $ 36,585 $ 16,990 $ 15,907 - ------------------------------------------------------------------------------------------------------------------------ Average net assets (in thousands) $ 57,639 $ 38,243 $ 23,133 $ 14,554 $ 16,624 - ------------------------------------------------------------------------------------------------------------------------ Ratios to average net assets: 4 Net investment income (loss) (1.19)% (0.34)% (0.51)% 0.98% (0.17)% Total expenses 2.06% 5,6 2.18% 5 2.22% 5,6 2.11% 5 2.19% 5 - ------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate 108% 134% 60% 25% 36% 1. Per share amounts calculated based on the average shares outstanding during the period. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. For the year ended June 30, 2003, 0% of the Fund's total return consists of a voluntary reimbursement by the Manager for a realized loss on investments not meeting the Fund's investment restrictions, and another 0.07% consists of a gain on investments not meeting the Fund's investment restrictions. Excluding these items, the total return would have been 3.50%. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. 6. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 25 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FINANCIAL HIGHLIGHTS Continued - -------------------------------------------------------------------------------- CLASS C YEAR ENDED JUNE 30, 2004 2003 2002 2001 2000 - ----------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ----------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 13.51 $ 13.11 $ 9.74 $ 8.66 $ 9.69 - ----------------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) (.20) 1 .09 .15 .13 .01 Net realized and unrealized gain (loss) 4.27 1 .38 3.63 1.12 (.91) ---------------------------------------------------------------------------- Total from investment operations 4.07 .47 3.78 1.25 (.90) - ----------------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.66) (.07) (.41) (.17) (.13) Distributions from net realized gain (.45) -- -- -- -- ---------------------------------------------------------------------------- Total dividends and/or distributions to shareholders (1.11) (.07) (.41) (.17) (.13) - ----------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 16.47 $ 13.51 $ 13.11 $ 9.74 $ 8.66 ============================================================================ - ----------------------------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 2 28.90% 3.63% 3 40.46% 14.71% (9.42)% - ----------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ----------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $ 47,810 $ 25,899 $ 17,526 $ 8,344 $ 6,279 - ----------------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $ 44,168 $ 21,672 $ 11,090 $ 6,714 $ 6,579 - ----------------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 4 Net investment income (loss) (1.11)% (0.26)% (0.38)% 1.01% (0.13)% Total expenses 1.99% 5,6 2.13% 5 2.22% 5,6 2.11% 5 2.19% 5 - ----------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 108% 134% 60% 25% 36% 1. Per share amounts calculated based on the average shares outstanding during the period. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. For the year ended June 30, 2003, 0% of the Fund's total return consists of a voluntary reimbursement by the Manager for a realized loss on investments not meeting the Fund's investment restrictions, and another 0.07% consists of a gain on investments not meeting the Fund's investment restrictions. Excluding these items, the total return would have been 3.56%. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. 6. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 26 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND CLASS N YEAR ENDED JUNE 30, 2004 2003 2002 2001 1 - --------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - --------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 13.68 $ 13.31 $ 9.89 $ 9.11 - --------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) (.13) 2 .01 .47 (.06) Net realized and unrealized gain 4.33 2 .53 3.40 .84 ------------------------------------------------------------ Total from investment operations 4.20 .54 3.87 .78 - --------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.74) (.17) (.45) -- Distributions from net realized gain (.45) -- -- -- ------------------------------------------------------------ Total dividends and/or distributions to shareholders (1.19) (.17) (.45) -- - --------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 16.69 $ 13.68 $ 13.31 $ 9.89 ============================================================ - --------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 3 29.40% 4.17% 4 40.97% 8.56% - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - --------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $ 3,781 $ 1,419 $ 130 $ 1 - --------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $ 2,857 $ 775 $ 34 $ 1 - --------------------------------------------------------------------------------------------------------- Ratios to average net assets: 5 Net investment income (loss) (0.71)% 0.13% 1.87% (2.09)% Total expenses 1.62% 1.80% 1.69% 1.11% Expenses after payments and waivers and reduction to custodian expenses N/A 6,7 1.69% N/A 6,7 N/A 6 - --------------------------------------------------------------------------------------------------------- Portfolio turnover rate 108% 134% 60% 25% 1. For the period from March 1, 2001 (inception of offering) to June 30, 2001. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. For the year ended June 30, 2003, 0% of the Fund's total return consists of a voluntary reimbursement by the Manager for a realized loss on investments not meeting the Fund's investment restrictions, and another 0.07% consists of a gain on investments not meeting the Fund's investment restrictions. Excluding these items, the total return would have been 4.10%. 5. Annualized for periods of less than one full year. 6. Reduction to custodian expenses less than 0.01%. 7. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 27 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Oppenheimer Gold & Special Minerals Fund (the Fund) is registered under the Investment Company Act of 1940, as amended, as a non-diversified, open-end management investment company. The Fund's investment objective is to seek capital appreciation. The Fund's investment advisor is OppenheimerFunds, Inc. (the Manager). The Fund offers Class A, Class B, Class C and Class N shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (CDSC). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Classes A, B, C and N have separate distribution and/or service plans. Class B shares will automatically convert to Class A shares six years after the date of purchase. The Fund assesses a 2% fee on the proceeds of fund shares that are redeemed (either by selling or exchanging to another Oppenheimer fund) within 30 days of their purchase. The fee, which is retained by the Fund, is accounted for as an addition to paid-in capital. The following is a summary of significant accounting policies consistently followed by the Fund. - -------------------------------------------------------------------------------- SECURITIES VALUATION. The Fund calculates the net asset value of its shares as of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for business. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund's assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Securities may be valued primarily using dealer-supplied valuations or a portfolio pricing service authorized by the Board of Trustees. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Foreign and domestic securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund's assets are valued but after the close of their respective exchanges will be fair valued. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Trustees. Short-term "money market type" debt securities with remaining maturities of sixty days or less are valued at amortized cost (which approximates market value). 28 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND - -------------------------------------------------------------------------------- FOREIGN CURRENCY TRANSLATION. The Fund's accounting records are maintained in U.S. dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars as of the close of The New York Stock Exchange. Amounts related to the purchase and sale of foreign securities and investment income are translated at the rates of exchange prevailing on the respective dates of such transactions. Foreign exchange rates may be valued primarily using dealer supplied valuations or a portfolio pricing service authorized by the Board of Trustees. Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund's Statement of Operations. - -------------------------------------------------------------------------------- JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated funds advised by the Manager, may transfer uninvested cash balances into joint trading accounts on a daily basis. These balances are invested in one or more repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. - -------------------------------------------------------------------------------- ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class. - -------------------------------------------------------------------------------- FEDERAL TAXES. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders, therefore, no federal income or excise tax provision is required. The tax components of capital shown in the table below represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes. 29 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued NET UNREALIZED APPRECIATION BASED ON COST OF SECURITIES AND UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED OTHER INVESTMENTS NET INVESTMENT LONG-TERM LOSS FOR FEDERAL INCOME INCOME GAIN CARRYFORWARD 1,2,3,4,5 TAX PURPOSES ---------------------------------------------------------------------------- $ 24,604,195 $ 856,058 $ 6,665,960 $ 22,654,643 1. The Fund had $291,370 of post-October foreign currency losses which were deferred. 2. The Fund had $6,268,089 of post-October passive foreign investment company losses which were deferred. 3. The Fund had $106,501 of straddle losses which were deferred. 4. During the fiscal year ended June 30, 2004, the Fund did not utilize any capital loss carryforward. 5. During the fiscal year ended June 30, 2003, the Fund utilized $11,403,409 of capital loss carryforward to offset capital gains realized in that fiscal year. Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund. Accordingly, the following amounts have been reclassified for June 30, 2004. Net assets of the Fund were unaffected by the reclassifications. REDUCTION TO REDUCTION TO ACCUMULATED NET INCREASE TO ACCUMULATED NET REALIZED GAIN PAID-IN CAPITAL INVESTMENT LOSS ON INVESTMENTS 6 ---------------------------------------------------- $ 6,853,038 $ 17,238,432 $ 24,091,470 6. $6,407,819, including $260,014 of long-term capital gain, was distributed in connection with Fund share redemptions. The tax character of distributions paid during the years ended June 30, 2004 and June 30, 2003 was as follows: YEAR ENDED YEAR ENDED JUNE 30, 2004 JUNE 30, 2003 -------------------------------------------------------- Distributions paid from: Ordinary income $ 11,488,341 $ 1,800,930 Long-term capital gain 7,160,803 -- ---------------------------- Total $ 18,649,144 $ 1,800,930 ============================ The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of June 30, 2004 are noted below. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss. 30 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND Federal tax cost of securities $ 294,654,734 Federal tax cost of other investments 2,576,897 ------------- Total federal tax cost $ 297,231,631 ============= Gross unrealized appreciation $ 41,647,624 Gross unrealized depreciation 18,992,981 ------------- Net unrealized appreciation $ 22,654,643 ============= - -------------------------------------------------------------------------------- TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan for the Fund's independent trustees. Benefits are based on years of service and fees paid to each trustee during the years of service. During the year ended June 30, 2004, the Fund's projected benefit obligations were increased by $4,179 and payments of $2,663 were made to retired trustees, resulting in an accumulated liability of $18,928 as of June 30, 2004. The Board of Trustees has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund does purchase shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of "Other" within the asset section of the Statement of Assets and Liabilities. Deferral of trustees' fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund's assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan. - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually. - -------------------------------------------------------------------------------- INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. - -------------------------------------------------------------------------------- EXPENSE OFFSET ARRANGEMENT. The reduction of custodian fees, if applicable, represents earnings on cash balances maintained by the Fund. - -------------------------------------------------------------------------------- SECURITY TRANSACTIONS. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. 31 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued OTHER. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. - -------------------------------------------------------------------------------- 2. SHARES OF BENEFICIAL INTEREST The Fund has authorized an unlimited number of no par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows: YEAR ENDED JUNE 30, 2004 YEAR ENDED JUNE 30, 2003 SHARES AMOUNT SHARES AMOUNT - ------------------------------------------------------------------------------------------ CLASS A Sold 9,143,688 $ 167,740,128 12,695,881 $ 162,153,290 Dividends and/or distributions reinvested 496,368 9,778,451 97,913 1,224,902 Redeemed (6,913,367) (122,695,714) (12,093,039) (152,183,449) ------------------------------------------------------------ Net increase 2,726,689 $ 54,822,865 700,755 $ 11,194,743 ============================================================ - ------------------------------------------------------------------------------------------ CLASS B Sold 1,951,802 $ 35,619,578 2,918,264 $ 37,034,790 Dividends and/or distributions reinvested 154,954 2,990,617 12,921 158,928 Redeemed (1,746,193) (31,062,583) (2,655,129) (32,748,987) ------------------------------------------------------------ Net increase 360,563 $ 7,547,612 276,056 $ 4,444,731 ============================================================ - ------------------------------------------------------------------------------------------ CLASS C Sold 2,881,536 $ 51,615,696 2,514,063 $ 32,027,347 Dividends and/or distributions reinvested 99,688 1,922,988 7,322 90,069 Redeemed (1,996,342) (36,421,277) (1,940,814) (24,126,870) ------------------------------------------------------------ Net increase 984,882 $ 17,117,407 580,571 $ 7,990,546 ============================================================ - ------------------------------------------------------------------------------------------ CLASS N Sold 232,615 $ 4,367,770 225,369 $ 2,872,002 Dividends and/or distributions reinvested 9,048 176,533 615 7,642 Redeemed (118,946) (2,151,806) (132,004) (1,664,161) ------------------------------------------------------------ Net increase 122,717 $ 2,392,497 93,980 $ 1,215,483 ============================================================ - -------------------------------------------------------------------------------- 3. PURCHASES AND SALES OF SECURITIES The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended June 30, 2004, were $367,445,467 and $317,408,867, respectively. 32 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND - -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Fund which provides for a fee at an annual rate of 0.75% of the first $200 million of average annual net assets, 0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the next $200 million, and 0.60% of average annual net assets in excess of $800 million. - -------------------------------------------------------------------------------- TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended June 30, 2004, the Fund paid $662,303 to OFS for services to the Fund. - -------------------------------------------------------------------------------- DISTRIBUTION AND SERVICE PLAN (12b-1) FEES. Under its General Distributor's Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor) acts as the Fund's principal underwriter in the continuous public offering of the Fund's classes of shares. - -------------------------------------------------------------------------------- SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan for Class A shares. It reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made quarterly at an annual rate of up to 0.25% of the average annual net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions quarterly for providing personal services and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent years. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations. - -------------------------------------------------------------------------------- DISTRIBUTION AND SERVICE PLANS FOR CLASS B, CLASS C AND CLASS N SHARES. The Fund has adopted Distribution and Service Plans for Class B, Class C and Class N shares to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% per year on Class B shares and on Class C shares and 0.25% per year on Class N shares. The Distributor also receives a service fee of up to 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. The Distributor's aggregate uncompensated expenses under the plan at June 30, 2004 for Class B, Class C and Class N shares were $1,710,708, $783,572 and $55,094, respectively. Fees incurred by the Fund under the plans are detailed in the Statement of Operations. 33 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued SALES CHARGES. Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the table below for the period indicated. CLASS A CLASS B CLASS C CLASS N CLASS A CONTINGENT CONTINGENT CONTINGENT CONTINGENT FRONT-END DEFERRED DEFERRED DEFERRED DEFERRED SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES RETAINED BY RETAINED BY RETAINED BY RETAINED BY RETAINED BY YEAR ENDED DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR - --------------------------------------------------------------------------------------------- June 30, 2004 $ 224,045 $ 76,794 $ 192,609 $ 69,590 $ 13,745 - -------------------------------------------------------------------------------- PAYMENTS AND WAIVERS OF EXPENSES. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. During the year ended June 30, 2004, OFS waived $5,022, $995, $300 and $52 for Class A, Class B, Class C and Class N shares, respectively. This undertaking may be amended or withdrawn at any time. - -------------------------------------------------------------------------------- 5. FOREIGN CURRENCY CONTRACTS A foreign currency contract is a commitment to purchase or sell a foreign currency at a future date, at a negotiated rate. The Fund may enter into foreign currency contracts to settle specific purchases or sales of securities denominated in a foreign currency and for protection from adverse exchange rate fluctuation. Risks to the Fund include the potential inability of the counterparty to meet the terms of the contract. The net U.S. dollar value of foreign currency underlying all contractual commitments held by the Fund and the resulting unrealized appreciation or depreciation are determined using prevailing foreign currency exchange rates. Unrealized appreciation and depreciation on foreign currency contracts are reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations with the change in unrealized appreciation or depreciation. The Fund may realize a gain or loss upon the closing or settlement of the foreign transaction. Contracts closed or settled with the same broker are recorded as net realized gains or losses. Such realized gains and losses are reported with all other foreign currency gains and losses in the Statement of Operations. As of June 30, 2004, the Fund had no outstanding foreign currency contracts. 34 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND - -------------------------------------------------------------------------------- 6. OPTION ACTIVITY The Fund may buy and sell put and call options, or write put and covered call options on portfolio securities in order to produce incremental earnings or protect against changes in the value of portfolio securities. The Fund generally purchases put options or writes covered call options to hedge against adverse movements in the value of portfolio holdings. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security at a fixed price, upon exercise of the option. Options are valued daily based upon the last sale price on the principal exchange on which the option is traded and unrealized appreciation or depreciation is recorded. The Fund will realize a gain or loss upon the expiration or closing of the option transaction. When an option is exercised, the proceeds on sales for a written call option, the purchase cost for a written put option, or the cost of the security for a purchased put or call option is adjusted by the amount of premium received or paid. Securities designated to cover outstanding call options are noted in the Statement of Investments where applicable. Contracts subject to call, expiration date, exercise price, premium received and market value are detailed in a note to the Statement of Investments. Options written are reported as a liability in the Statement of Assets and Liabilities. Realized gains and losses are reported in the Statement of Operations. The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk of not being able to enter into a closing transaction if a liquid secondary market does not exist. Written option activity for the year ended June 30, 2004 was as follows: CALL OPTIONS PUT OPTIONS ------------------------ ------------------------ NUMBER OF AMOUNT OF NUMBER OF AMOUNT OF CONTRACTS PREMIUMS CONTRACTS PREMIUMS - ------------------------------------------------------------------------------ Options outstanding as of June 30, 2003 -- $ -- 1,700 $ 72,599 Options written 22,550 1,887,001 17,900 1,290,970 Options closed or expired (3,350) (160,192) (3,600) (159,025) Options exercised (1,800) (170,542) -- -- -------------------------------------------------- Options outstanding as of June 30, 2004 17,400 $ 1,556,267 16,000 $ 1,204,544 ================================================== 35 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 7. ILLIQUID SECURITIES As of June 30, 2004, investments in securities included issues that are illiquid. A security may be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. The Fund intends to invest no more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. The aggregate value of illiquid securities subject to this limitation as of June 30, 2004 was $42,375, which represents 0.01% of the Fund's net assets. - -------------------------------------------------------------------------------- 8. BORROWING AND LENDING ARRANGEMENTS The Fund entered into an "interfund borrowing and lending arrangement" with other funds in the Oppenheimer funds complex, to allow funds to borrow for liquidity purposes. The arrangement was initiated pursuant to exemptive relief granted by the Securities and Exchange Commission (the SEC) to allow these affiliated funds to lend money to, and borrow money from, each other, in an attempt to reduce borrowing costs below those of bank loan facilities. The SEC's order requires the Fund's Board of Trustees to adopt operating policies and procedures to administer interfund borrowing and lending. Under the arrangement the Fund may lend money to other Oppenheimer funds and may borrow from other Oppenheimer funds at a rate set by the Fund's Board of Trustees, based upon a recommendation by the Manager. The Fund's borrowings, if any, are subject to asset coverage requirements under the Investment Company Act and the provisions of the SEC order and other applicable regulations. If the Fund borrows money, there is a risk that the loan could be called on one day's notice, in which case the Fund might have to borrow from a bank at higher rates if a loan were not available from another Oppenheimer fund. If the Fund lends money to another fund, it will be subject to the risk that the other fund might not repay the loan in a timely manner, or at all. The Fund had no interfund borrowings or loans outstanding during the year ended or at June 30, 2004. 36 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE BOARD OF TRUSTEES AND SHAREHOLDERS OF OPPENHEIMER GOLD & SPECIAL MINERALS FUND: We have audited the accompanying statement of assets and liabilities of Oppenheimer Gold & Special Minerals Fund, including the statement of investments, as of June 30, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2004, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Gold & Special Minerals Fund as of June 30, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles. KPMG LLP Denver, Colorado July 22, 2004 37 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FEDERAL INCOME TAX INFORMATION Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In early 2005, if applicable, shareholders of record will receive information regarding all dividends and distributions paid to them by the Fund during calendar year 2004. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service. Dividends and distributions of $1.1974, $1.0809, $1.1068 and $1.1830 per share were paid to Class A, Class B, Class C and Class N shareholders, respectively, on December 11, 2003, of which $0.4456 was designated as a "capital gain distribution" for federal income tax purposes. Whether received in stock or in cash, the capital gain distribution should be treated by shareholders as a gain from the sale of the capital assets held for more than one year (long-term capital gains). Dividends, if any, paid by the Fund during the fiscal year ended June 30, 2004 which are not designated as capital gain distributions should be multiplied by 0.92% to arrive at the amount eligible for the corporate dividend-received deduction. A portion, if any, of the dividends paid by the Fund during the fiscal year ended June 30, 2004 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. $2,305,640 of the Fund's fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2005, shareholders of record will receive information regarding the percentage of distributions that are eligible for lower individual income tax rates. The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis for an aggregate amount of $149,953 of foreign income taxes paid by the Fund during the fiscal year ended June 30, 2004. A separate notice will be mailed to each shareholder, which will reflect the proportionate share of such foreign taxes which must be treated by shareholders as gross income for federal income tax purposes. The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance. 38 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities ("portfolio proxies") held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund's website at www.oppenheimerfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund is required to file new Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund's Form N-PX filing is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) on the SEC's website at www.sec.gov. 39 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND TRUSTEES AND OFFICERS Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NAME, POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS; FUND, LENGTH OF SERVICE, AGE OTHER TRUSTEESHIPS/DIRECTORSHIPS HELD BY TRUSTEE; NUMBER OF PORTFOLIOS IN FUND COMPLEX CURRENTLY OVERSEEN BY TRUSTEE INDEPENDENT THE ADDRESS OF EACH TRUSTEE AND INTERESTED TRUSTEES TRUSTEE IN THE CHARTS BELOW IS 6803 S. TUCSON WAY, CENTENNIAL, CO 80112-3924. EACH TRUSTEE SERVES FOR AN INDEFINITE TERM, UNTIL HIS OR HER RESIGNATION, RETIREMENT, DEATH OR REMOVAL. CLAYTON K. YEUTTER, Of Counsel (since June 1993) Hogan & Hartson (a Chairman of the Board law firm); a director (since 2002) of Danielson of Trustees (since 2003); Holding Corp. Formerly a director of Weyerhaeuser Trustee (since 1993) Corp. (1999-April 2004), Caterpillar, Inc. Age: 73 (1993-December 2002), ConAgra Foods (1993-2001), Texas Instruments (1993-2001) and FMC Corporation (1993-2001). Oversees 25 portfolios in the OppenheimerFunds complex. ROBERT G. GALLI, A trustee or director of other Oppenheimer funds. Trustee (since 1993) Oversees 35 portfolios in the OppenheimerFunds Age: 71 complex. PHILLIP A. GRIFFITHS, A director (since 1991) of the Institute for Trustee (since 1999) Advanced Study, Princeton, N.J., a director Age: 65 (since 2001) of GSI Lumonics, a trustee (since 1983) of Woodward Academy, a Senior Advisor (since 2001) of The Andrew W. Mellon Foundation. A member of: the National Academy of Sciences (since 1979), American Academy of Arts and Sciences (since 1995), American Philosophical Society (since 1996) and Council on Foreign Relations (since 2002). Formerly a director of Bankers Trust New York Corporation (1994-1999). Oversees 25 portfolios in the OppenheimerFunds complex. JOEL W. MOTLEY, Director (since January 2002) Columbia Equity Trustee (since 2002) Financial Corp. (privately-held financial Age: 52 adviser); Managing Director (since January 2002) Carmona Motley, Inc. (privately-held financial adviser). Formerly a Managing Director of Carmona Motley Hoffman Inc. (privately-held financial adviser) (January 1998-December 2001). Oversees 25 portfolios in the OppenheimerFunds complex. KENNETH A. RANDALL, A director (since February 1972) of Dominion Trustee (since 1985) Resources, Inc. (electric utility holding Age: 77 company); formerly a director of Prime Retail, Inc. (real estate investment trust) and Dominion Energy, Inc. (electric power and oil & gas producer), 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. Oversees 25 portfolios in the OppenheimerFunds complex. EDWARD V. REGAN, President, Baruch College, CUNY; a director of Trustee (since 1993) RBAsset (real estate manager); a director of Age: 74 OffitBank; formerly Trustee, Financial Accounting Foundation (FASB and GASB), Senior 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 25 investment companies in the OppenheimerFunds complex. RUSSELL S. REYNOLDS, JR., Chairman (since 1993) of The Directorship Search Trustee (since 1989) Group, Inc. (corporate governance consulting Age: 72 and executive recruiting); a Life Trustee of International House (non-profit educational organization); a former trustee of The Historical Society of the Town of Greenwich. Oversees 25 portfolios in the OppenheimerFunds complex. 40 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND DONALD W. SPIRO, Chairman Emeritus (since January 1991) of the Vice Chairman of the Board Manager. Formerly a director (January 1969-August of Trustees, Trustee 1999) of the Manager. Oversees 25 portfolios in (since 1985) the OppenheimerFunds complex. Age: 78 - -------------------------------------------------------------------------------- INTERESTED TRUSTEE THE ADDRESS OF MR. MURPHY IN THE CHART BELOW IS AND OFFICER TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, NEW YORK, NY 10281-1008. MR. MURPHY SERVES FOR AN INDEFINITE TERM, UNTIL HIS RESIGNATION, DEATH OR REMOVAL. JOHN V. MURPHY, Chairman, Chief Executive Officer and director President and Trustee (since June 2001) and President (since September (since 2001) 2000) of the Manager; President and a director or Age: 55 trustee of other Oppenheimer funds; President and a director (since July 2001) of Oppenheimer Acquisition Corp. (the Manager's parent holding company) and of Oppenheimer Partnership Holdings, Inc. (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 following investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc., Centennial Asset Management Corporation, Trinity Investment Management Corporation and Tremont Capital Management, Inc. (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.; 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 Babson Capital Management LLC); a member of the Investment Company Institute's Board of Governors (elected to serve from October 3, 2003 through September 30, 2006). 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 73 portfolios as Trustee/ Director and 10 portfolios as Officer in the OppenheimerFunds complex. - -------------------------------------------------------------------------------- OFFICERS THE ADDRESS OF THE OFFICERS IN THE CHART BELOW IS AS FOLLOWS: FOR MESSRS. LI AND ZACK, TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, NEW YORK, NY 10281-1008, FOR MESSRS. VANDEHEY AND WIXTED, 6803 S. TUCSON WAY, CENTENNIAL, CO 80112-3924. EACH OFFICER SERVES FOR AN ANNUAL TERM OR UNTIL HIS OR HER EARLIER RESIGNATION, DEATH OR REMOVAL. SHANQUAN LI, Vice President of the Manager since November Vice President and Portfolio 1998; an officer of 1 portfolio in the Manager (since 1997) OppenheimerFunds complex. Formerly Assistant Vice Age: 49 President of the Manager (January 1997 - November 1998). 41 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND TRUSTEES AND OFFICERS Unaudited / Continued - -------------------------------------------------------------------------------- BRIAN W. WIXTED, Senior Vice President and Treasurer (since March Treasurer, Principal 1999) of the Manager; Treasurer of HarbourView Financial Asset Management Corporation, Shareholder and Accounting Officer Financial Services, Inc., Shareholder Services, (since 2003) Inc., Oppenheimer Real Asset Management Age: 44 Corporation, and Oppenheimer Partnership Holdings, Inc. (since March 1999), of OFI Private Investments, Inc. (since March 2000), of OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), of OFI Institutional Asset Management, Inc. (since November 2000), and of OppenheimerFunds Legacy Program (a Colorado non-profit corporation) (since June 2003); Treasurer and Chief Financial Officer (since May 2000) of OFI Trust Company (a trust company subsidiary of the Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. Formerly Assistant Treasurer of Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003); Principal and Chief Operating Officer (March 1995-March 1999) at Bankers Trust Company-Mutual Fund Services Division. An officer of 83 portfolios in the OppenheimerFunds complex. ROBERT G. ZACK, Executive Vice President (since January 2004) and Secretary (since 2001) General Counsel (since February 2002) of the Age: 56 Manager; General Counsel and a director (since November 2001) of the Distributor; General Counsel (since November 2001) of Centennial Asset Management Corporation; Senior Vice President and General Counsel (since November 2001) of HarbourView Asset Management Corporation; Secretary and General Counsel (since November 2001) of Oppenheimer Acquisition Corp.; Assistant Secretary and a director (since October 1997) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and a director (since November 2001) of Oppenheimer Partnership Holdings, Inc.; a director (since November 2001) of Oppenheimer Real Asset Management, Inc.; Senior Vice President, General Counsel and a director (since November 2001) of Shareholder Financial Services, Inc., Shareholder Services, Inc., OFI Private Investments, Inc. and OFI Trust Company; Vice President (since November 2001) of OppenheimerFunds Legacy Program; Senior Vice President and General Counsel (since November 2001) of OFI Institutional Asset Management, Inc.; a director (since June 2003) of OppenheimerFunds (Asia) Limited. Formerly Senior Vice President (May 1985-December 2003), 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); and OppenheimerFunds International Ltd. (October 1997-November 2001). An officer of 83 portfolios in the OppenheimerFunds complex. MARK S. VANDEHEY, Senior Vice President and Chief Compliance Vice President (since 2004) Officer (since March 2004) of the Manager; Vice Age: 53 President (since June 1983) of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. Formerly (until February 2004) Vice President and Director of Internal Audit of OppenheimerFunds, Inc. An officer of 83 portfolios in the OppenheimerFunds complex. THE FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION ABOUT THE FUND'S TRUSTEES AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST. 42 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND ITEM 2. CODE OF ETHICS The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Trustees of the registrant has determined that Edward V. Regan, the Chairman of the Board's Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert," and has designated Mr. Regan as the Audit Committee's financial expert. Mr. Regan is an "independent" Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES (a) Audit Fees The principal accountant for the audit of the registrant's annual financial statements billed $20,000 in fiscal 2004 and $15,000 in fiscal 2003. (b) Audit-Related Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees to the registrant during the last two fiscal years. The principal accountant for the audit of the registrant's annual financial statements billed $27,733 in fiscal 2004 and $0 in fiscal 2003 to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees would include, among others: due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews and consultation concerning financial accounting and reporting standards. (c) Tax Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees to the registrant during the last two fiscal years. The principal accountant for the audit of the registrant's annual financial statements billed $6,000 in fiscal 2004 and $0 in fiscal 2003 to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees would include, among others: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities. (d) All Other Fees The principal accountant for the audit of the registrant's annual financial statements billed $0 in fiscal 2004 and $48 in fiscal 2003. The principal accountant for the audit of the registrant's annual financial statements billed no such fees during the last two fiscal years to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees would include the cost to the principal accountant of attending audit committee meetings and consultations regarding the registrant's retirement plan with respect to its trustees. (e) (1) During its regularly scheduled periodic meetings, the registrant's audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant. The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting. Pre-approval of non-audit services is waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to it principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit. (2) 100% (f) Not applicable as less than 50%. (g) The principal accountant for the audit of the registrant's annual financial statements billed $33,733 in fiscal 2004 and $48 in fiscal 2003 to the registrant and the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934. (h) The registrant's audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account's independence. No such services were rendered. ITEM 5. NOT APPLICABLE ITEM 6. SCHEDULE OF INVESTMENTS Not applicable ITEM 7. NOT APPLICABLE ITEM 8. NOT APPLICABLE ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Board is responsible for approving nominees for election as trustees. To assist in this task, the Board has designated the Audit Committee as the nominating committee for the Board. It reviews and recommends nominees to the Board. The Committee is comprised entirely of disinterested trustees as defined in Section 2(a)(19) of the Investment Company Act of 1940. The Audit Committee charter describes the responsibilities of the Committee in nominating candidates for election as independent Trustees of the Registrant. The Registrant's Board has adopted a written charter for the Committee. A current copy of the Audit Committee charter is available to shareholders on the OppenheimerFunds website at www.oppenheimerfunds.com. Under the current policy, if the Board determines that a vacancy exists or is likely to exist on the Board, the Audit Committee of the Board will consider candidates for Board membership including recommended by Registrant shareholders. The Audit Committee will consider nominees recommended by independent Board members or recommended by any other Board members including Board members affiliated with the Registrant's investment advisors. The Committee may, upon Board approval, retain an executive search firm to assist in screening potential candidates. Upon Board approval, the Audit Committee may also use the services of legal, financial, or other external counsel that it deems necessary or desirable in the screening process. Shareholders wishing to submit a nominee for election to the Board may do so by mailing their submission to the offices of OppenheimerFunds, Inc., 6803 South Tucson Way, Centennial, CO 80112, to the attention of the Board of Trustees of the named Registrant, c/o the Secretary of the Registrant. The Committee's process for identifying and evaluating nominees for trustees includes a number of factors. In screening candidates for board membership, whether the candidate is suggested by Board members, shareholders or others, the Committee considers the candidate's professional experience, soundness of judgment, integrity, ability to make independent, analytical inquiries, collegiality, willingness and ability to devote the time required to perform Board activities adequately, ability to represent the interests of all shareholders of the Registrant, and diversity relative to the board's composition. Candidates are expected to provide a mix of attributes, experience, perspective and skills necessary to effectively advance the interests of shareholders. ITEM 10. CONTROLS AND PROCEDURES (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 (17 CFR 270.30a-2(c)) as of June 30, 2004, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. (b) There have been no significant changes in registrant's internal controls over financial reporting that occurred during the registrant's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 11. EXHIBITS. (A) EXHIBIT ATTACHED HERETO. (ATTACH CODE OF ETHICS AS EXHIBIT) (B) EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS)