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: 06/30/2007 ITEM 1. REPORTS TO STOCKHOLDERS. TOP HOLDINGS AND ALLOCATIONS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TOP TEN COMMON STOCK HOLDINGS - -------------------------------------------------------------------------------- Freeport-McMoRan Copper & Gold, Inc., Cl. B 5.3% - -------------------------------------------------------------------------------- Companhia Vale do Rio Doce, ADR 3.9 - -------------------------------------------------------------------------------- Goldcorp, Inc. 3.8 - -------------------------------------------------------------------------------- BHP Billiton Ltd., Sponsored ADR 3.7 - -------------------------------------------------------------------------------- Yamana Gold, Inc. 3.5 - -------------------------------------------------------------------------------- Lonmin plc 3.4 - -------------------------------------------------------------------------------- Agnico-Eagle Mines Ltd. 3.4 - -------------------------------------------------------------------------------- Barrick Gold Corp. 3.3 - -------------------------------------------------------------------------------- Impala Platinum Holdings Ltd. 3.2 - -------------------------------------------------------------------------------- Anglo Platinum Ltd. 2.7 Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2007, and are based on net assets. For up-to-date Top 10 Fund Holdings, please visit www.oppenheimerfunds.com. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- GEOGRAPHIC HOLDINGS [THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.] Canada 45.9% South Africa 11.0 Australia 10.9 United States 8.6 United Kingdom 6.3 Brazil 6.2 Bermuda 2.0 Peru 2.0 Jersey, Channel Islands 1.9 Papua New Guinea 1.7 The Netherlands 1.3 China 0.9 Singapore 0.8 Luxembourg 0.5 Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2007, and are based on the total market value of investments. - -------------------------------------------------------------------------------- 8 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND 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, 2007, FOLLOWED BY A GRAPHICAL COMPARISON OF THE FUND'S PERFORMANCE TO AN APPROPRIATE BROAD-BASED MARKET INDEX. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE. For the 12-month period ended June 30, 2007, Oppenheimer Gold & Special Minerals Fund produced returns that were higher than its benchmark, the MSCI World Index, and in the first quartile (fourth percentile) of the funds reported in its peer group, the Lipper Gold Oriented Funds category. In fact, the Fund's Class A shares ranked #2 out of 53 funds in its Lipper category for the one-year period. We attribute the Fund's strong performance to the success of our investment approach, which attempts to identify metals and minerals producers that have met the challenges of identifying reserves but have not yet begun full-scale production. Our ability to do so during the reporting period enabled the Fund to produce greater gains than most major market indices. The Fund also benefited from positive trends in a number of metals markets stemming from strong global economic growth, the construction of new infrastructures and manufacturing facilities in emerging markets and favorable supply-and-demand trends in several commodities markets. The Fund benefited from platinum's rise through investments in Aquarius Platinum Ltd., Impala Platinum Holdings Ltd. and Lonmin plc, and investments in producers such as SXR Uranium One, Inc. have helped it benefit from uranium's rising value. The Fund sold another uranium-oriented holding, Australia's Paladin Resources, during the reporting period when the stock reached its price target. The Fund's largest individual holding, Freeport-McMoRan Copper & Gold, Inc. provided some of the most positive contributions to the Fund's returns. Once considered the world's lowest-cost producer of copper and gold, the company recently acquired copper producer Phillips-Dodge as a way to diversify its revenue sources. The company has produced attractive levels of cash flow, helping to support a higher stock price. Impala Platinum Holdings in South Africa also ranked among the Fund's strongest performers due to favorable supply-and-demand factors in the platinum market. Finally, Companhia Vale do Rio Doce (CVRD) in Brazil fared well during the reporting period. Primarily an iron ore producer, CVRD benefited from rising demand for steel used in construction. At the same time, CVRD has taken steps to diversify into other metals--such as nickel, copper and zinc--through strategic acquisitions. Investors have reacted favorably to these developments, driving the company's stock price higher. 9 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- Although relatively few of the Fund's holdings produced disappointing results, Goldcorp, Inc. lost a modest amount of value after production fell short of expectations in the wake of its acquisition of another gold company. As of the end of the reporting period, the Fund held approximately 87 stocks in its portfolio. The Fund has had substantial asset inflows during the reporting period, which we have put to work in the stocks of metals and minerals producers worldwide. THE FUND IS NON-DIVERSIFIED AND MAY CONCENTRATE HOLDINGS INTO FEWER SECURITIES OR SECTORS. THIS INCREASES VOLATILITY. INVESTMENTS BY THE FUND IN FOREIGN SECURITIES INVOLVE ADDITIONAL EXPENSES AND SPECIAL RISKS, SUCH AS CURRENCY FLUCTUATIONS, FOREIGN TAXES AND POLITICAL AND ECONOMIC UNCERTAINTIES. 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, 2007. In the case of Class A, B and C shares, performance is measured over a ten-year period. In the case of Class N shares, performance is measured from inception of the class on March 1, 2001. The Fund's performance 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 23 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. 10 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND 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 Capital Oppenheimer Gold & Special International (MSCI) Minerals Fund (Class A) World Index 06/30/1997 $ 9,425 $10,000 09/30/1997 $ 9,589 $10,296 12/31/1997 $ 7,008 $10,052 03/31/1998 $ 7,762 $11,502 06/30/1998 $ 6,576 $11,746 09/30/1998 $ 7,001 $10,348 12/31/1998 $ 6,918 $12,545 03/31/1999 $ 6,828 $13,003 06/30/1999 $ 7,367 $13,635 09/30/1999 $ 8,735 $13,444 12/31/1999 $ 7,983 $15,723 03/31/2000 $ 6,823 $15,896 06/30/2000 $ 6,716 $15,344 09/30/2000 $ 6,403 $14,584 12/31/2000 $ 6,777 $13,692 03/31/2001 $ 6,573 $11,943 06/30/2001 $ 7,764 $12,274 09/30/2001 $ 7,678 $10,519 12/31/2001 $ 8,114 $11,430 03/31/2002 $10,490 $11,501 06/30/2002 $10,991 $10,447 09/30/2002 $10,506 $ 8,535 12/31/2002 $11,561 $ 9,197 03/31/2003 $ 9,931 $ 8,742 06/30/2003 $11,469 $10,250 09/30/2003 $14,464 $10,756 12/31/2003 $18,457 $12,301 03/31/2004 $17,557 $12,636 06/30/2004 $14,902 $12,768 09/30/2004 $17,151 $12,652 12/31/2004 $17,662 $14,177 03/31/2005 $17,368 $14,034 06/30/2005 $17,358 $14,120 09/30/2005 $20,332 $15,120 12/31/2005 $23,300 $15,598 03/31/2006 $29,073 $16,645 06/30/2006 $29,163 $16,591 09/30/2006 $27,852 $17,349 12/31/2006 $33,468 $18,819 03/31/2007 $35,304 $19,309 06/30/2007 $36,736 $20,604 AVERAGE ANNUAL TOTAL RETURNS OF CLASS A SHARES WITH SALES CHARGE OF THE FUND AT 6/30/07 1-Year 18.73% 5-Year 25.80% 10-Year 13.90% 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, LIFE AND 10-YEAR RETURNS FOR CLASS B SHARES USES CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 15 FOR FURTHER INFORMATION. 11 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- 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 Capital Oppenheimer Gold & Special International (MSCI) Minerals Fund (Class B) World Index 06/30/1997 $10,000 $10,000 09/30/1997 $10,159 $10,296 12/31/1997 $ 7,420 $10,052 03/31/1998 $ 8,201 $11,502 06/30/1998 $ 6,927 $11,746 09/30/1998 $ 7,365 $10,348 12/31/1998 $ 7,253 $12,545 03/31/1999 $ 7,150 $13,003 06/30/1999 $ 7,699 $13,635 09/30/1999 $ 9,116 $13,444 12/31/1999 $ 8,314 $15,723 03/31/2000 $ 7,087 $15,896 06/30/2000 $ 6,966 $15,344 09/30/2000 $ 6,627 $14,584 12/31/2000 $ 7,008 $13,692 03/31/2001 $ 6,778 $11,943 06/30/2001 $ 7,994 $12,274 09/30/2001 $ 7,895 $10,519 12/31/2001 $ 8,323 $11,430 03/31/2002 $10,740 $11,501 06/30/2002 $11,228 $10,447 09/30/2002 $10,714 $ 8,535 12/31/2002 $11,766 $ 9,197 03/31/2003 $10,087 $ 8,742 06/30/2003 $11,637 $10,250 09/30/2003 $14,676 $10,756 12/31/2003 $18,728 $12,301 03/31/2004 $17,814 $12,636 06/30/2004 $15,120 $12,768 09/30/2004 $17,403 $12,652 12/31/2004 $17,921 $14,177 03/31/2005 $17,622 $14,034 06/30/2005 $17,613 $14,120 09/30/2005 $20,630 $15,120 12/31/2005 $23,641 $15,598 03/31/2006 $29,498 $16,645 06/30/2006 $29,590 $16,591 09/30/2006 $28,260 $17,349 12/31/2006 $33,958 $18,819 03/31/2007 $35,821 $19,309 06/30/2007 $37,275 $20,604 AVERAGE ANNUAL TOTAL RETURNS OF CLASS B SHARES WITH SALES CHARGE OF THE FUND AT 6/30/07 1-Year 19.97% 5-Year 26.14% 10-Year 14.06% 12 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND 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 Capital Oppenheimer Gold & Special International (MSCI) Minerals Fund (Class C) World Index 06/30/1997 $10,000 $10,000 09/30/1997 $10,151 $10,296 12/31/1997 $ 7,411 $10,052 03/31/1998 $ 8,189 $11,502 06/30/1998 $ 6,926 $11,746 09/30/1998 $ 7,363 $10,348 12/31/1998 $ 7,260 $12,545 03/31/1999 $ 7,149 $13,003 06/30/1999 $ 7,697 $13,635 09/30/1999 $ 9,118 $13,444 12/31/1999 $ 8,316 $15,723 03/31/2000 $ 7,093 $15,896 06/30/2000 $ 6,972 $15,344 09/30/2000 $ 6,634 $14,584 12/31/2000 $ 7,004 $13,692 03/31/2001 $ 6,783 $11,943 06/30/2001 $ 7,998 $12,274 09/30/2001 $ 7,891 $10,519 12/31/2001 $ 8,320 $11,430 03/31/2002 $10,737 $11,501 06/30/2002 $11,234 $10,447 09/30/2002 $10,711 $ 8,535 12/31/2002 $11,771 $ 9,197 03/31/2003 $10,091 $ 8,742 06/30/2003 $11,642 $10,250 09/30/2003 $14,649 $10,756 12/31/2003 $18,661 $12,301 03/31/2004 $17,713 $12,636 06/30/2004 $15,007 $12,768 09/30/2004 $17,248 $12,652 12/31/2004 $17,715 $14,177 03/31/2005 $17,393 $14,034 06/30/2005 $17,354 $14,120 09/30/2005 $20,284 $15,120 12/31/2005 $23,217 $15,598 03/31/2006 $28,913 $16,645 06/30/2006 $28,944 $16,591 09/30/2006 $27,584 $17,349 12/31/2006 $33,086 $18,819 03/31/2007 $34,835 $19,309 06/30/2007 $36,179 $20,604 AVERAGE ANNUAL TOTAL RETURNS OF CLASS C SHARES WITH SALES CHARGE OF THE FUND AT 6/30/07 1-Year 24.00% 5-Year 26.35% 10-Year 13.72% 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, LIFE AND 10-YEAR RETURNS FOR CLASS B SHARES USES CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 15 FOR FURTHER INFORMATION. 13 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- 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 Capital Oppenheimer Gold & Special International (MSCI) Minerals Fund (Class N) 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 09/30/2004 $23,733 $ 9,900 12/31/2004 $24,406 $11,093 03/31/2005 $23,981 $10,982 06/30/2005 $23,954 $11,048 09/30/2005 $28,046 $11,831 12/31/2005 $32,116 $12,205 03/31/2006 $40,054 $13,024 06/30/2006 $40,152 $12,982 09/30/2006 $38,304 $13,575 12/31/2006 $46,003 $14,725 03/31/2007 $48,477 $15,109 06/30/2007 $50,400 $16,122 AVERAGE ANNUAL TOTAL RETURNS OF CLASS N SHARES WITH SALES CHARGE OF THE FUND AT 6/30/07 1-Year 24.52% 5-Year 26.92% Since Inception (3/1/01) 29.11% 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, LIFE AND 10-YEAR RETURNS FOR CLASS B SHARES USES CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 15 FOR FURTHER INFORMATION. 14 | 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. 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.OPPEN-HEIMERFUNDS.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. 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 10-year return for Class B uses Class A performance for the period after conversion. 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. 15 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND NOTES - -------------------------------------------------------------------------------- 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. 16 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FUND EXPENSES - -------------------------------------------------------------------------------- FUND EXPENSES. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended June 30, 2007. ACTUAL EXPENSES. The "actual" lines of the table provide information about actual account values and actual expenses. You may use the information on this line for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the "actual" line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES. The "hypothetical" lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio for each class of shares, and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), redemption fees, or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in the Statement of Additional Information). Therefore, the "hypothetical" lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. 17 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FUND EXPENSES Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- BEGINNING ENDING EXPENSES ACCOUNT ACCOUNT PAID DURING VALUE VALUE 6 MONTHS ENDED (1/1/07) (6/30/07) JUNE 30, 2007 - -------------------------------------------------------------------------------- Class A Actual $1,000.00 $1,097.70 $5.63 - -------------------------------------------------------------------------------- Class A Hypothetical 1,000.00 1,019.44 5.42 - -------------------------------------------------------------------------------- Class B Actual 1,000.00 1,093.00 9.80 - -------------------------------------------------------------------------------- Class B Hypothetical 1,000.00 1,015.47 9.44 - -------------------------------------------------------------------------------- Class C Actual 1,000.00 1,093.50 9.64 - -------------------------------------------------------------------------------- Class C Hypothetical 1,000.00 1,015.62 9.29 - -------------------------------------------------------------------------------- Class N Actual 1,000.00 1,095.60 7.30 - -------------------------------------------------------------------------------- Class N Hypothetical 1,000.00 1,017.85 7.03 Hypothetical assumes 5% annual return before expenses. Expenses are equal to the Fund's annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended June 30, 2007 are as follows: CLASS EXPENSE RATIOS - --------------------------- Class A 1.08% - --------------------------- Class B 1.88 - --------------------------- Class C 1.85 - --------------------------- Class N 1.40 The expense ratio reflects voluntary waiver or reimbursement by the Fund's Manager that can be terminated at any time, without advance notice. The "Financial Highlights" tables in the Fund's financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements. - -------------------------------------------------------------------------------- 18 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENT OF INVESTMENTS June 30, 2007 - -------------------------------------------------------------------------------- VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- COMMON STOCKS--99.1% - -------------------------------------------------------------------------------- ENERGY--6.2% - -------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES--0.4% Scorpion Offshore Ltd. 1 410,000 $ 5,234,903 - -------------------------------------------------------------------------------- OIL & GAS--5.8% Antrim Energy, Inc. 1 700,000 4,448,721 - -------------------------------------------------------------------------------- Australian Worldwide Exploration Ltd. 1 2,000,000 6,139,815 - -------------------------------------------------------------------------------- Cameco Corp. 295,100 14,973,374 - -------------------------------------------------------------------------------- Edge Petroleum Corp. 1 310,000 4,343,100 - -------------------------------------------------------------------------------- Pacific Stratus Energy Ltd. 1 862,000 11,644,384 - -------------------------------------------------------------------------------- Petrolifera Petroleum Ltd. 1 130,000 2,079,512 - -------------------------------------------------------------------------------- Straits Resources Ltd. 1,950,000 7,563,207 - -------------------------------------------------------------------------------- SXR Uranium One, Inc. 1 120,000 1,528,655 - -------------------------------------------------------------------------------- Uranium One, Inc. 1 1,787,255 22,767,473 - -------------------------------------------------------------------------------- US BioEnergy Corp. 1 510,020 5,793,827 --------------- 81,282,068 - -------------------------------------------------------------------------------- MATERIALS--92.9% - -------------------------------------------------------------------------------- CHEMICALS--0.1% Jiutian Chemical Group Ltd. 1,100,000 1,746,203 - -------------------------------------------------------------------------------- METALS & MINING--92.8% Aditya Birla Minerals Ltd. 1 3,600,000 8,627,175 - -------------------------------------------------------------------------------- Agnico-Eagle Mines Ltd. 2 1,292,100 47,161,650 - -------------------------------------------------------------------------------- Agnico-Eagle Mines Ltd. 2 148,000 5,379,545 - -------------------------------------------------------------------------------- Alamos Gold, Inc. 1 2,236,800 11,548,838 - -------------------------------------------------------------------------------- Anglo Platinum Ltd. 230,000 37,629,236 - -------------------------------------------------------------------------------- AngloGold Ashanti Ltd., Sponsored ADR 540,000 20,422,800 - -------------------------------------------------------------------------------- Anvil Mining Ltd. 1 793,200 12,658,437 - -------------------------------------------------------------------------------- Aquarius Platinum Ltd. 916,541 28,573,489 - -------------------------------------------------------------------------------- Arcelor Brasil SA 432,000 12,068,678 - -------------------------------------------------------------------------------- Arcelor Mittal, Cl. A 300,000 18,720,000 - -------------------------------------------------------------------------------- Aurelian Resources, Inc. 1 310,000 7,525,557 VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- METALS & MINING Continued Aurizon Mines Ltd. 1 1,340,000 $ 4,415,302 - -------------------------------------------------------------------------------- Avocet Mining plc 1 1,050,000 2,946,654 - -------------------------------------------------------------------------------- Barrick Gold Corp. 1,596,815 46,419,412 - -------------------------------------------------------------------------------- BHP Billiton Ltd., Sponsored ADR 862,800 51,552,300 - -------------------------------------------------------------------------------- Centamin Egypt Ltd. 1 1,000,000 963,894 - -------------------------------------------------------------------------------- Centerra Gold, Inc. 1 1,461,400 14,473,382 Central African Mining & Exploration Co. plc 1 2,900,000 3,807,865 - -------------------------------------------------------------------------------- China Molybdenum Co. Ltd. 1 3,800,000 7,338,347 - -------------------------------------------------------------------------------- Companhia de Minas Buenaventura SA, Sponsored ADR 735,900 27,566,814 - -------------------------------------------------------------------------------- Companhia Vale do Rio Doce, ADR 1,239,700 55,228,635 - -------------------------------------------------------------------------------- Consolidated Minerals Ltd. 1,194,018 3,159,069 - -------------------------------------------------------------------------------- Crew Gold Corp. 1 1,254,900 2,462,090 - -------------------------------------------------------------------------------- Crystallex International Corp. 1 2,000,000 8,448,721 - -------------------------------------------------------------------------------- Denison Mines Corp. 1 1,380,000 16,517,249 - -------------------------------------------------------------------------------- Eldorado Gold Corp. 1,3 4,026,000 23,583,422 - -------------------------------------------------------------------------------- FerroChina Ltd. 6,285,000 9,073,885 - -------------------------------------------------------------------------------- First Quantum Minerals Ltd. 364,400 31,095,011 - -------------------------------------------------------------------------------- Freeport-McMoRan Copper & Gold, Inc., Cl. B 900,000 74,538,000 - -------------------------------------------------------------------------------- Gabriel Resources Ltd. 1 640,000 2,865,806 - -------------------------------------------------------------------------------- Gammon Gold, Inc. 1 1,582,500 19,936,306 - -------------------------------------------------------------------------------- Gold Fields Ltd., Sponsored ADR 1,615,400 25,361,780 - -------------------------------------------------------------------------------- Goldcorp, Inc. 2,273,068 53,848,981 - -------------------------------------------------------------------------------- Golden Star Resources Ltd. 1 4,795,000 17,789,450 - -------------------------------------------------------------------------------- Harmony Gold Mining Co. Ltd., Sponsored ADR 1 1,152,000 16,439,040 - -------------------------------------------------------------------------------- High River Gold Mines Ltd. 1 4,500,000 12,250,645 - -------------------------------------------------------------------------------- IAMGOLD Corp. 3,002,300 22,997,618 19 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENT OF INVESTMENTS Continued - -------------------------------------------------------------------------------- VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- METALS & MINING Continued Impala Platinum Holdings Ltd. 1,477,352 $ 44,788,951 - -------------------------------------------------------------------------------- Ivanhoe Mines Ltd. 1 1,313,100 18,698,544 - -------------------------------------------------------------------------------- Jabiru Metals Ltd. 1 5,006,166 6,090,484 - -------------------------------------------------------------------------------- Jaguar Mining, Inc. 1 659,500 4,562,793 - -------------------------------------------------------------------------------- JSC Mining & Metallurgical Co. Norilsk Nickel, ADR 136,000 29,831,991 - -------------------------------------------------------------------------------- Kinross Gold Corp. 1,2 2,558,890 29,887,835 - -------------------------------------------------------------------------------- Kinross Gold Corp. 1,2 800,460 9,310,208 - -------------------------------------------------------------------------------- Lihir Gold Ltd. 1 9,394,667 24,043,353 - -------------------------------------------------------------------------------- Lonmin plc 600,000 48,056,525 - -------------------------------------------------------------------------------- Merafe Resources Ltd. 1 10,901,776 2,965,874 - -------------------------------------------------------------------------------- Meridian Gold, Inc. 1 407,600 11,241,608 - -------------------------------------------------------------------------------- Metallica Resources, Inc. 1 2,629,200 12,143,313 - -------------------------------------------------------------------------------- Metorex Ltd. 1 1,700,000 5,934,142 - -------------------------------------------------------------------------------- Mincor Resources NL 2,700,000 10,654,880 - -------------------------------------------------------------------------------- Minefinders Corp. Ltd. 1 260,000 3,009,434 - -------------------------------------------------------------------------------- MMX Mineracao e Metalicos SA 1 37,500 19,828,927 - -------------------------------------------------------------------------------- Newcrest Mining Ltd. 1,048,800 20,226,246 - -------------------------------------------------------------------------------- Newmont Mining Corp. (Holding Co.) 490,105 19,143,501 - -------------------------------------------------------------------------------- NovaGold Resources, Inc. 1 765,700 11,508,471 - -------------------------------------------------------------------------------- Pan American Silver Corp. 1 818,541 21,552,185 - -------------------------------------------------------------------------------- Pan Australian Resources Ltd. 1 11,395,455 5,989,879 - -------------------------------------------------------------------------------- Perilya Ltd. 2,000,000 7,352,613 - -------------------------------------------------------------------------------- PolyMet Mining Corp. 1 264,200 967,266 - -------------------------------------------------------------------------------- Randgold Resources Ltd., ADR 1,220,000 27,071,800 - -------------------------------------------------------------------------------- Rio Narcea Gold Mines Ltd. 1 1,726,900 8,754,058 VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- METALS & MINING Continued Sally Malay Mining Ltd. 1 4,036,492 $ 14,067,698 - -------------------------------------------------------------------------------- Scarborough Minerals plc 1 2,066,115 2,925,039 - -------------------------------------------------------------------------------- Silvercorp Metals, Inc. 1 620,000 10,505,515 - -------------------------------------------------------------------------------- Sino Gold Ltd. 1 2,100,000 9,946,959 - -------------------------------------------------------------------------------- Taseko Mines Ltd. 1 726,732 2,688,908 - -------------------------------------------------------------------------------- Ternium SA, Sponsored ADR 220,000 6,663,800 - -------------------------------------------------------------------------------- Thompson Creek Metals Co. 1 1,920,000 28,748,181 - -------------------------------------------------------------------------------- Yamana Gold, Inc. 4,429,000 49,185,703 - -------------------------------------------------------------------------------- Zhaojin Mining Industry Co. Ltd. 2,400,000 4,579,497 --------------- 1,298,321,264 --------------- Total Common Stocks (Cost $1,061,734,161) 1,386,584,438 UNITS - -------------------------------------------------------------------------------- RIGHTS, WARRANTS AND CERTIFICATES--0.0% - -------------------------------------------------------------------------------- Nevsun Resources Ltd. Wts., Exp. 12/19/08 1 (Cost $117,814) 70,000 3,047 SHARES - -------------------------------------------------------------------------------- INVESTMENTS IN AFFILIATED COMPANIES--0.8% - -------------------------------------------------------------------------------- Oppenheimer Institutional Money Market Fund, Cl. E, 5.28% 3,4 (Cost $11,900,939) 11,900,939 11,900,939 - -------------------------------------------------------------------------------- TOTAL INVESTMENTS, AT VALUE (COST $1,073,752,914) 99.9% 1,398,488,424 - -------------------------------------------------------------------------------- OTHER ASSETS NET OF LIABILITIES 0.1 1,360,384 -------------------------------- NET ASSETS 100.0% $1,399,848,808 ================================ 20 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FOOTNOTES TO STATEMENT OF INVESTMENTS 1. Non-income producing security. 2. The Fund holds securities which have been issued by the same entity and that trade on separate exchanges. 3. Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended June 30, 2007, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment advisor. Transactions during the period in which the issuer was an affiliate are as follows: SHARES GROSS GROSS SHARES JUNE 30, 2006 ADDITIONS REDUCTIONS JUNE 30, 2007 - ----------------------------------------------------------------------------------------------------------------- Eldorado Gold Corp. 3,926,000 100,000 -- 4,026,000 Metallica Resources, Inc. a 1,559,600 1,069,600 -- 2,629,200 Oppenheimer Institutional Money Market Fund, Cl.E -- 319,608,682 307,707,743 11,900,939 VALUE DIVIDEND SEE NOTE 1 INCOME - ----------------------------------------------------------------------------------------------------------------- Eldorado Gold Corp. $ 23,583,422 $ -- Metallica Resources, Inc. a -- b -- Oppenheimer Institutional Money Market Fund, Cl. E 11,900,939 327,188 -------------------------------- $ 35,484,361 $ 327,188 ================================ a. No longer an affiliate as of June 30, 2007. b. The security is no longer an affiliate, therefore, the value has been excluded from this table. 4. Rate shown is the 7-day yield as of June 30, 2007. DISTRIBUTION OF INVESTMENTS REPRESENTING GEOGRAPHIC HOLDINGS, AS A PERCENTAGE OF TOTAL INVESTMENTS AT VALUE, IS AS FOLLOWS: GEOGRAPHIC HOLDINGS VALUE PERCENT - ----------------------------------------------------------------------------------------------------------------- Canada $ 641,586,610 45.9% South Africa 153,541,823 11.0 Australia 152,334,219 10.9 United States 120,954,270 8.6 United Kingdom 87,568,074 6.3 Brazil 87,126,240 6.2 Bermuda 28,573,489 2.0 Peru 27,566,814 2.0 Jersey, Channel Islands 27,071,800 1.9 Papua New Guinea 24,043,353 1.7 The Netherlands 18,720,000 1.3 China 11,917,844 0.9 Singapore 10,820,088 0.8 Luxembourg 6,663,800 0.5 --------------------------------- Total $1,398,488,424 100.0% ================================= SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 21 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENT OF ASSETS AND LIABILITIES June 30, 2007 - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- ASSETS - ----------------------------------------------------------------------------------------------------------- Investments, at value--see accompanying statement of investments: Unaffiliated companies (cost $1,046,051,332) $ 1,363,004,063 Affiliated companies (cost $27,701,582) 35,484,361 ---------------- 1,398,488,424 - ----------------------------------------------------------------------------------------------------------- Cash 278,952 - ----------------------------------------------------------------------------------------------------------- Unrealized appreciation on foreign currency contracts 146,571 - ----------------------------------------------------------------------------------------------------------- Receivables and other assets: Investments sold 20,830,572 Shares of beneficial interest sold 6,791,806 Dividends 592,682 Other 37,160 ---------------- Total assets 1,427,166,167 - ----------------------------------------------------------------------------------------------------------- LIABILITIES - ----------------------------------------------------------------------------------------------------------- Bank overdraft-foreign currencies (cost $2,101,397) 2,101,391 - ----------------------------------------------------------------------------------------------------------- Unrealized depreciation on foreign currency contracts 2,176 - ----------------------------------------------------------------------------------------------------------- Payables and other liabilities: Investments purchased 21,575,919 Shares of beneficial interest redeemed 2,378,402 Distribution and service plan fees 822,526 Transfer and shareholder servicing agent fees 165,257 Trustees' compensation 111,360 Shareholder communications 92,477 Other 67,851 ---------------- Total liabilities 27,317,359 - ----------------------------------------------------------------------------------------------------------- NET ASSETS $ 1,399,848,808 ================ - ----------------------------------------------------------------------------------------------------------- COMPOSITION OF NET ASSETS - ----------------------------------------------------------------------------------------------------------- Paid-in capital $ 1,035,142,372 - ----------------------------------------------------------------------------------------------------------- Accumulated net investment loss (7,994,113) - ----------------------------------------------------------------------------------------------------------- Accumulated net realized gain on investments and foreign currency transactions 47,979,551 - ----------------------------------------------------------------------------------------------------------- Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies 324,720,998 ---------------- NET ASSETS $ 1,399,848,808 ================ 22 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND - ------------------------------------------------------------------------------------------------------------- NET ASSET VALUE PER SHARE - ------------------------------------------------------------------------------------------------------------- Class A Shares: Net asset value and redemption price per share (based on net assets of $1,003,705,062 and 31,556,508 shares of beneficial interest outstanding) $ 31.81 Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $ 33.75 - ------------------------------------------------------------------------------------------------------------- Class B Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $138,568,248 and 4,551,791 shares of beneficial interest outstanding) $ 30.44 - ------------------------------------------------------------------------------------------------------------- Class C Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $228,512,745 and 7,514,692 shares of beneficial interest outstanding) $ 30.41 - ------------------------------------------------------------------------------------------------------------- Class N Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $29,062,753 and 931,953 shares of beneficial interest outstanding) $ 31.18 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 23 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENT OF OPERATIONS For the Year Ended June 30, 2007 - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------- INVESTMENT INCOME - ------------------------------------------------------------------------------------------------------- Dividends: Unaffiliated companies (net of foreign withholding taxes of $424,184) $ 8,526,029 Affiliated companies 327,188 - ------------------------------------------------------------------------------------------------------- Interest 148,145 - ------------------------------------------------------------------------------------------------------- Other income 7,758 --------------- Total investment income 9,009,120 - ------------------------------------------------------------------------------------------------------- EXPENSES - ------------------------------------------------------------------------------------------------------- Management fees 7,259,674 - ------------------------------------------------------------------------------------------------------- Distribution and service plan fees: Class A 1,807,571 Class B 1,211,566 Class C 1,743,424 Class N 111,535 - ------------------------------------------------------------------------------------------------------- Transfer and shareholder servicing agent fees: Class A 1,075,683 Class B 205,706 Class C 266,686 Class N 44,693 - ------------------------------------------------------------------------------------------------------- Shareholder communications: Class A 108,775 Class B 29,797 Class C 28,157 Class N 2,700 - ------------------------------------------------------------------------------------------------------- Trustees' compensation 68,731 - ------------------------------------------------------------------------------------------------------- Custodian fees and expenses 49,570 - ------------------------------------------------------------------------------------------------------- Other 164,429 --------------- Total expenses 14,178,697 Less waivers and reimbursements of expenses (6,229) --------------- Net expenses 14,172,468 - ------------------------------------------------------------------------------------------------------- NET INVESTMENT LOSS (5,163,348) 24 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND - ------------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) - ------------------------------------------------------------------------------------------------------- Net realized gain on: Investments (net of foreign capital gains tax of $27,676) (including premiums on options exercised) $ 57,631,294 Closing and expiration of option contracts written 1,261,890 Foreign currency transactions 9,314,694 --------------- Net realized gain 68,207,878 - ------------------------------------------------------------------------------------------------------- Net change in unrealized appreciation (depreciation) on: Investments (net of foreign capital gains tax of $49,693) 149,841,069 Translation of assets and liabilities denominated in foreign currencies 23,867,284 Option contracts written (1,184,389) --------------- Net change in unrealized appreciation 172,523,964 - ------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 235,568,494 =============== SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 25 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED JUNE 30, 2007 2006 - ----------------------------------------------------------------------------------------------------- OPERATIONS - ----------------------------------------------------------------------------------------------------- Net investment loss $ (5,163,348) $ (2,845,634) - ----------------------------------------------------------------------------------------------------- Net realized gain 68,207,878 153,682,142 - ----------------------------------------------------------------------------------------------------- Net change in unrealized appreciation 172,523,964 109,530,035 ---------------------------------- Net increase in net assets resulting from operations 235,568,494 260,366,543 - ----------------------------------------------------------------------------------------------------- DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS - ----------------------------------------------------------------------------------------------------- Dividends from net investment income: Class A (3,459,581) -- Class B -- -- Class C -- -- Class N (56,341) -- ---------------------------------- (3,515,922) -- - ----------------------------------------------------------------------------------------------------- Distributions from net realized gain: Class A (93,003,541) (17,051,795) Class B (16,788,759) (3,790,726) Class C (22,947,025) (4,190,420) Class N (2,835,580) (454,501) ---------------------------------- (135,574,905) (25,487,442) - ----------------------------------------------------------------------------------------------------- BENEFICIAL INTEREST TRANSACTIONS - ----------------------------------------------------------------------------------------------------- Net increase in net assets resulting from beneficial interest transactions: Class A 350,176,674 191,185,409 Class B 24,302,425 9,050,590 Class C 76,262,867 43,980,898 Class N 8,950,258 8,166,569 ---------------------------------- 459,692,224 252,383,466 - ----------------------------------------------------------------------------------------------------- NET ASSETS - ----------------------------------------------------------------------------------------------------- Total increase 556,169,891 487,262,567 - ----------------------------------------------------------------------------------------------------- Beginning of period 843,678,917 356,416,350 ---------------------------------- End of period (including accumulated net investment loss of $7,994,113 and $991,370, respectively) $ 1,399,848,808 $ 843,678,917 ================================== SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 26 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- CLASS A YEAR ENDED JUNE 30, 2007 2006 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 29.15 $ 18.27 $ 16.89 $ 13.79 $ 13.37 - ------------------------------------------------------------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment income (loss) (.08) 1 (.06) 1 (.03) 1 (.07) 1 .07 Net realized and unrealized gain 7.22 12.12 2.79 4.37 1 .50 ---------------------------------------------------------------------------- Total from investment operations 7.14 12.06 2.76 4.30 .57 - ------------------------------------------------------------------------------------------------------------------------------------ Dividends and/or distributions to shareholders: Dividends from net investment income (.16) -- (.43) (.75) (.15) Distributions from net realized gain (4.32) (1.18) (.95) (.45) -- ---------------------------------------------------------------------------- Total dividends and/or distributions to shareholders (4.48) (1.18) (1.38) (1.20) (.15) - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 31.81 $ 29.15 $ 18.27 $ 16.89 $ 13.79 ============================================================================ - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL RETURN, AT NET ASSET VALUE 2 25.97% 68.01% 16.49% 29.93% 4.35% 3 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net assets, end of period (in thousands) $ 1,003,705 $ 582,745 $ 232,702 $ 206,696 $ 131,183 - ------------------------------------------------------------------------------------------------------------------------------------ Average net assets (in thousands) $ 752,592 $ 390,347 $ 232,401 $ 195,859 $ 128,266 - ------------------------------------------------------------------------------------------------------------------------------------ Ratios to average net assets: 4 Net investment income (loss) (0.26)% (0.26)% (0.18)% (0.40)% 0.46% Total expenses 1.10% 5,6 1.18% 7 1.26% 7,8 1.27% 7,8 1.40% 7 - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate 46% 152% 81% 108% 134% 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 less than one full year. 5. Total expenses including indirect expenses from affiliated fund were as follows: Year Ended June 30, 2007 1.10% 6. Voluntary waiver or reimbursement of indirect management fees less than 0.005%. 7. Reduction to custodian expenses less than 0.005%. 8. Voluntary waiver of transfer agent fees less than 0.005%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 27 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FINANCIAL HIGHLIGHTS Continued - -------------------------------------------------------------------------------- CLASS B YEAR ENDED JUNE 30, 2007 2006 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 28.13 $ 17.80 $ 16.48 $ 13.50 $ 13.10 - ------------------------------------------------------------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment loss (.30) 1 (.25) 1 (.17) 1 (.21) 1 (.01) Net realized and unrealized gain 6.93 11.76 2.71 4.28 1 .47 ----------------------------------------------------------------- Total from investment operations 6.63 11.51 2.54 4.07 .46 - ------------------------------------------------------------------------------------------------------------------------------------ Dividends and/or distributions to shareholders: Dividends from net investment income -- -- (.27) (.64) (.06) Distributions from net realized gain (4.32) (1.18) (.95) (.45) -- ----------------------------------------------------------------- Total dividends and/or distributions to shareholders (4.32) (1.18) (1.22) (1.09) (.06) - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 30.44 $ 28.13 $ 17.80 $ 16.48 $ 13.50 ================================================================= - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL RETURN, AT NET ASSET VALUE 2 24.97% 66.67% 15.56% 28.91% 3.57% 3 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net assets, end of period (in thousands) $ 138,568 $ 104,543 $ 60,391 $ 56,502 $ 41,426 - ------------------------------------------------------------------------------------------------------------------------------------ Average net assets (in thousands) $ 121,560 $ 81,043 $ 60,427 $ 57,639 $ 38,243 - ------------------------------------------------------------------------------------------------------------------------------------ Ratios to average net assets: 4 Net investment loss (1.05)% (1.06)% (0.96)% (1.19)% (0.34)% Total expenses 1.90% 5 2.00% 2.04% 2.06% 2.18% Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses 1.90% 1.99% 2.04% 2.06% 2.18% - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate 46% 152% 81% 108% 134% 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 less than one full year. 5. Total expenses including indirect expenses from affiliated fund were as follows: Year Ended June 30, 2007 1.90% SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 28 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND CLASS C YEAR ENDED JUNE 30, 2007 2006 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 28.10 $ 17.77 $ 16.47 $ 13.51 $ 13.11 - ------------------------------------------------------------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment income (loss) (.30) 1 (.24) 1 (.16) 1 (.20) 1 .09 Net realized and unrealized gain 6.93 11.75 2.71 4.27 1 .38 ----------------------------------------------------------------- Total from investment operations 6.63 11.51 2.55 4.07 .47 - ------------------------------------------------------------------------------------------------------------------------------------ Dividends and/or distributions to shareholders: Dividends from net investment income -- -- (.30) (.66) (.07) Distributions from net realized gain (4.32) (1.18) (.95) (.45) -- ----------------------------------------------------------------- Total dividends and/or distributions to shareholders (4.32) (1.18) (1.25) (1.11) (.07) - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 30.41 $ 28.10 $ 17.77 $ 16.47 $ 13.51 ================================================================= - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL RETURN, AT NET ASSET VALUE 2 25.00% 66.79% 15.64% 28.90% 3.63% 3 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net assets, end of period (in thousands) $ 228,513 $ 138,279 $ 57,431 $ 47,810 $ 25,899 - ------------------------------------------------------------------------------------------------------------------------------------ Average net assets (in thousands) $ 174,909 $ 92,491 $ 55,077 $ 44,168 $ 21,672 - ------------------------------------------------------------------------------------------------------------------------------------ Ratios to average net assets: 4 Net investment loss (1.03)% (1.00)% (0.91)% (1.11)% (0.26)% Total expenses 1.87% 5 1.92% 1.99% 1.99% 2.13% Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses 1.87% 1.91% 1.99% 1.99% 2.13% - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate 46% 152% 81% 108% 134% 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 less than one full year. 5. Total expenses including indirect expenses from affiliated fund were as follows: Year Ended June 30, 2007 1.87% SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 29 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FINANCIAL HIGHLIGHTS Continued - -------------------------------------------------------------------------------- CLASS N YEAR ENDED JUNE 30, 2007 2006 2005 2004 2003 - ------------------------------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 28.68 $ 18.03 $ 16.69 $ 13.68 $ 13.31 - ------------------------------------------------------------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment income (loss) (.17) 1 (.13) 1 (.09) 1 (.13) 1 .01 Net realized and unrealized gain 7.08 11.96 2.75 4.33 1 .53 ------------------------------------------------------------ Total from investment operations 6.91 11.83 2.66 4.20 .54 - ------------------------------------------------------------------------------------------------------------------------------------ Dividends and/or distributions to shareholders: Dividends from net investment income (.09) -- (.37) (.74) (.17) Distributions from net realized gain (4.32) (1.18) (.95) (.45) -- ------------------------------------------------------------ Total dividends and/or distributions to shareholders (4.41) (1.18) (1.32) (1.19) (.17) - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 31.18 $ 28.68 $ 18.03 $ 16.69 $ 13.68 ============================================================ - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL RETURN, AT NET ASSET VALUE 2 25.52% 67.62% 16.11% 29.40% 4.17% 3 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------------ Net assets, end of period (in thousands) $ 29,063 $ 18,112 $ 5,893 $ 3,781 $ 1,419 - ------------------------------------------------------------------------------------------------------------------------------------ Average net assets (in thousands) $ 22,412 $ 10,956 $ 4,816 $ 2,857 $ 775 - ------------------------------------------------------------------------------------------------------------------------------------ Ratios to average net assets: 4 Net investment income (loss) (0.57)% (0.53)% (0.51)% (0.71)% 0.13% Total expenses 1.41% 5 1.44% 1.57% 1.62% 1.80% Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses 1.41% 1.44% 1.57% 1.62% 1.69% - ------------------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate 46% 152% 81% 108% 134% 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 4.10%. 4. Annualized for periods less than one full year. 5. Total expenses including indirect expenses from affiliated fund were as follows: Year Ended June 30, 2007 1.41% SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 30 | 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. Class 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 may be valued primarily using dealer-supplied valuations or a portfolio pricing service authorized by the Board of Trustees. Securities listed or traded on National Stock Exchanges or other domestic 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(R) 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 traded on foreign exchanges are valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service, prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the official closing price on the principal exchange. Corporate, government and municipal debt instruments having a remaining maturity in excess of sixty days and all mortgage-backed securities will be valued at the mean between the "bid" and "asked" prices. Futures contracts traded on a commodities or futures exchange will be valued at the final settlement price or official closing price on the principal exchange as reported by such principal exchange at its 31 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued trading session ending at, or most recently prior to, the time when the Fund's assets are valued. Options are valued daily based upon the last sale price on the principal exchange on which the option is traded. 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. Investments in open-end registered investment companies (including affiliated funds) are valued at that fund's net asset value. Short-term "money market type" debt securities with remaining maturities of sixty days or less are valued at amortized cost (which approximates market value). - -------------------------------------------------------------------------------- FOREIGN CURRENCY TRANSLATION. The Fund's accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars 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. 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. - -------------------------------------------------------------------------------- INVESTMENT IN OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund ("IMMF") which seeks current income and stability of principal. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment advisor of IMMF. The Fund's investment in IMMF is included in the Statement of Investments. As a shareholder, the Fund is subject to its proportional share of IMMF's Class E expenses, including its management fee. The Manager will waive fees and/or 32 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund's investment in IMMF. - -------------------------------------------------------------------------------- INVESTMENTS WITH OFF-BALANCE SHEET RISK. The Fund enters into financial instrument transactions (such as swaps, futures, options and other derivatives) that may have off-balance sheet market risk. Off-balance sheet market risk exists when the maximum potential loss on a particular financial instrument is greater than the value of such financial instrument, as reflected in the Fund's Statement of Assets and Liabilities. - -------------------------------------------------------------------------------- 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. 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 TAX PURPOSES -------------------------------------------------------------------------- $31,041,474 $21,524,551 $1,103,422 $313,349,035 1. The Fund had $918,829 of post-October passive foreign investment company losses which were deferred. 2. The Fund had $184,593 of straddle losses which were deferred. 3. During the fiscal year ended June 30, 2007, the Fund did not utilize any capital loss carryforward. 4. During the fiscal year ended June 30, 2006, the Fund did not utilize any capital loss carryforward. 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, 2007. Net assets of the Fund were unaffected by the reclassifications. 33 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued REDUCTION TO REDUCTION TO ACCUMULATED ACCUMULATED NET INCREASE TO NET INVESTMENT REALIZED GAIN PAID-IN CAPITAL LOSS ON INVESTMENTS 5 --------------------------------------------------------------------- $7,089,473 $1,676,527 $8,766,000 5. $7,089,473, including $3,556,096 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, 2007 and June 30, 2006 was as follows: YEAR ENDED YEAR ENDED JUNE 30, 2007 JUNE 30, 2006 --------------------------------------------------------------------- Distributions paid from: Ordinary income $ 85,971,732 $ 7,558,731 Long-term capital gain 53,119,095 17,928,711 -------------------------------- Total $139,090,827 $25,487,442 ================================ 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, 2007 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. Federal tax cost of securities $1,084,980,483 Federal tax cost of other investments 20,646,943 -------------- Total federal tax cost $1,105,627,426 ============== Gross unrealized appreciation $ 332,730,852 Gross unrealized depreciation (19,381,817) -------------- Net unrealized appreciation $ 313,349,035 ============== - -------------------------------------------------------------------------------- TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan (the "Plan") for the Fund's independent trustees. Benefits are based on years of service and fees paid to each trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the "Freeze Date") and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active independent trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the year ended June 30, 2007, the Fund's projected benefit obligations were increased by $47,572 and payments of $13,891 were made to retired trustees, resulting in an accumulated liability of $74,661 as of June 30, 2007. The Board of Trustees has adopted a compensation deferral plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual 34 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND 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 purchases 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 compensation deferral 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. - -------------------------------------------------------------------------------- CUSTODIAN FEES. "Custodian fees and expenses" in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. The "Reduction to custodian expenses" line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- INDEMNIFICATIONS. The Fund's organizational documents provide current and former trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote. 35 | 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, 2007 YEAR ENDED JUNE 30, 2006 SHARES AMOUNT SHARES AMOUNT - ---------------------------------------------------------------------------------------------------- CLASS A Sold 17,206,855 $ 522,171,577 13,414,677 $ 351,057,670 Dividends and/or distributions reinvested 2,669,262 77,542,028 618,117 13,734,551 Redeemed (8,309,155) (249,536,931) 1 (6,782,414) (173,606,812) 2 ------------------------------------------------------------- Net increase 11,566,962 $ 350,176,674 7,250,380 $ 191,185,409 ============================================================= - ---------------------------------------------------------------------------------------------------- CLASS B Sold 1,581,500 $ 46,083,821 1,729,947 $ 43,725,086 Dividends and/or distributions reinvested 513,925 14,353,941 150,696 3,245,985 Redeemed (1,259,415) (36,135,337) 1 (1,557,861) (37,920,481) 2 ------------------------------------------------------------- Net increase 836,010 $ 24,302,425 322,782 $ 9,050,590 ============================================================= - ---------------------------------------------------------------------------------------------------- CLASS C Sold 3,750,677 $ 109,475,959 3,076,126 $ 78,603,831 Dividends and/or distributions reinvested 654,053 18,241,541 154,738 3,328,406 Redeemed (1,810,550) (51,454,633) 1 (1,542,771) (37,951,339) 2 ------------------------------------------------------------- Net increase 2,594,180 $ 76,262,867 1,688,093 $ 43,980,898 ============================================================= - ---------------------------------------------------------------------------------------------------- CLASS N Sold 665,013 $ 19,730,319 543,490 $ 14,112,324 Dividends and/or distributions reinvested 88,031 2,511,536 17,896 391,736 Redeemed (452,688) (13,291,597) 1 (256,590) (6,337,491) 2 ------------------------------------------------------------- Net increase 300,356 $ 8,950,258 304,796 $ 8,166,569 ============================================================= 1. Net of redemption fees of $54,731, $8,840, $12,720 and $1,630 for Class A, Class B, Class C and Class N, respectively. 2. Net of redemption fees of $62,895, $13,058, $14,903 and $1,765 for Class A, Class B. Class C and Class N, respectively. 36 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND - -------------------------------------------------------------------------------- 3. PURCHASES AND SALES OF SECURITIES The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended June 30, 2007, were as follows: PURCHASES SALES - -------------------------------------------------------------------------------- Investment securities $810,702,062 $496,109,609 - -------------------------------------------------------------------------------- 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 average net assets as shown in the following table: FEE SCHEDULE ----------------------------- Up to $200 million 0.75% Next $200 million 0.72 Next $200 million 0.69 Next $200 million 0.66 Over $800 million 0.60 - -------------------------------------------------------------------------------- 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, 2007, the Fund paid $1,564,366 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 periodically 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 periodically 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 periods. 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% on Class B and Class C shares and 0.25% on Class N shares. The Distributor also receives a service fee of 0.25% per year under each plan. If either the 37 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued 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 determines its uncompensated expenses under the plan at calendar quarter ends. The Distributor's aggregate uncompensated expenses under the plan at June 30, 2007 for Class B, Class C and Class N shares were $1,938,307, $2,358,738 and $230,426, respectively. Fees incurred by the Fund under the plans are detailed in the Statement of Operations. - -------------------------------------------------------------------------------- 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 following table 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, 2007 $796,756 $27,344 $193,408 $85,503 $13,039 - -------------------------------------------------------------------------------- WAIVERS AND REIMBURSEMENTS 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. This undertaking may be amended or withdrawn at any time. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund's investment in IMMF. During the year ended June 30, 2007, the Manager waived $6,229 for IMMF management fees. - -------------------------------------------------------------------------------- 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 38 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND 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, 2007, the Fund had outstanding foreign currency contracts as follows: CONTRACT VALUATION EXPIRATION AMOUNT AS OF UNREALIZED UNREALIZED CONTRACT DESCRIPTION DATES (000S) JUNE 30, 2007 APPRECIATION DEPRECIATION - ------------------------------------------------------------------------------------------------------------------------ CONTRACTS TO PURCHASE Australian Dollar (AUD) 7/2/07 729 AUD $ 618,057 $ 7,331 $ -- British Pound Sterling (GBP) 7/2/07 1,587 GBP 3,186,753 16,228 -- Canadian Dollar (CAD) 7/3/07 630 CAD 591,455 -- 2,176 South African Rand (ZAR) 7/2/07-7/3/07 58,022 ZAR 8,206,631 123,012 -- ------------------------ Total unrealized appreciation and depreciation $ 146,571 $ 2,176 ======================== - -------------------------------------------------------------------------------- 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 or put options are noted in the Statement of Investments where applicable. Contracts subject to call or put, 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. 39 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 6. OPTION ACTIVITY Continued Written option activity for the year ended June 30, 2007 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, 2006 6,000 $ 559,602 11,300 $ 1,105,787 Options written -- -- -- -- Options closed or expired (6,000) (559,602) (7,535) (756,788) Options exercised -- -- (3,765) (348,999) --------------------------------------------------- Options outstanding as of June 30, 2007 -- $ -- -- $ -- =================================================== - ------------------------------------------------------------------------------- 7. RECENT ACCOUNTING PRONOUNCEMENTS In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48 ("FIN 48"), ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with FASB Statement No. 109, ACCOUNTING FOR INCOME TAXES. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund's tax returns to determine whether it is "more-likely-than-not" that tax positions taken in the Fund's tax return will be ultimately sustained. A tax liability and expense must be recorded in respect of any tax position that, in Management's judgment, will not be fully realized. FIN 48 is effective for fiscal years beginning after December 15, 2006. As of June 30, 2007, the Manager has evaluated the implications of FIN 48 and does not currently anticipate a material impact to the Fund's financial statements. The Manager will continue to monitor the Fund's tax positions prospectively for potential future impacts. In September 2006, ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 157, FAIR VALUE MEASUREMENTS. This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. As of June 30, 2007, the Manager does not believe the adoption of SFAS No. 157 will materially impact the financial statement amounts; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements on changes in net assets for the period. 40 | 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, 2007, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year 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, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles. KPMG LLP Denver, Colorado August 10, 2007 41 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND FEDERAL INCOME TAX INFORMATION Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In early 2007, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2006. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service. Capital gain distributions of $1.6943 per share were paid to Class A, Class B, Class C and Class N shareholders, respectively, on December 11, 2006. 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, 2007 which are not designated as capital gain distributions should be multiplied by 4.09% 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, 2007 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. $7,985,966 of the Fund's fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2007, shareholders of record received 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 $445,818 of foreign income taxes paid by the Fund during the fiscal year ended June 30, 2007. 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. Gross income of $7,340,566 was derived from sources within foreign countries or possessions of the United States. Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended June 30, 2007, $33,370 or 0.95% of the ordinary distributions paid by the Fund qualifies as an interest related dividend and $34,417,434 or 41.74% of the short-term capital gain distribution paid by the Fund qualifies as a short-term capital gain dividend. 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. 42 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS 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 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 voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Form N-PX filing on the SEC's website at www.sec.gov. The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund's Form N-Q filings are available on the SEC's website at http://www.sec.gov. Those forms may be reviewed and copied at the SEC's Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 43 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND TRUSTEES AND OFFICERS Unaudited - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------ NAME, POSITION(S) HELD WITH THE PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS; OTHER TRUSTEESHIPS/DIRECTORSHIPS FUND, LENGTH OF SERVICE, AGE HELD; NUMBER OF PORTFOLIOS IN THE FUND COMPLEX CURRENTLY OVERSEEN INDEPENDENT THE ADDRESS OF EACH TRUSTEE IN THE CHART BELOW IS 6803 S. TUCSON WAY, CENTENNIAL, TRUSTEES COLORADO 80112-3924. EACH TRUSTEE SERVES FOR AN INDEFINITE TERM, OR UNTIL HIS OR HER RESIGNATION, RETIREMENT, DEATH OR REMOVAL. BRIAN F. WRUBLE, General Partner of Odyssey Partners, L.P. (hedge fund) (since September 1995); Chairman of the Board of Director of Special Value Opportunities Fund, LLC (registered investment company) Trustees (since 2007), (since September 2004); Investment Advisory Board Member of Zurich Financial Services Trustee (since 2005) (insurance) (since October 2004); Board of Governing Trustees of The Jackson Age: 64 Laboratory (non-profit) (since August 1990); Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004) and Managing Principal (1997- December 1998); Trustee of Research Foundation of AIMR (2000-2002) (investment research, non-profit); Governor, Jerome Levy Economics Institute of Bard College (August 1990-September 2001) (economics research); Director of Ray & Berendtson, Inc. (May 2000-April 2002) (executive search firm). Oversees 65 portfolios in the OppenheimerFunds complex. MATTHEW P. FINK, Trustee of the Committee for Economic Development (policy research foundation) (since Trustee (since 2005) 2005); Director of ICI Education Foundation (education foundation) (since October Age: 66 1991); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 55 portfolios in the OppenheimerFunds complex. ROBERT G. GALLI, A director or trustee of other Oppenheimer funds. Oversees 65 portfolios in the Trustee (since 1993) OppenheimerFunds complex. Age: 74 PHILLIP A. GRIFFITHS, Distinguished Presidential Fellow for International Affairs (since 2002) and Member Trustee (since 1999) (since 1979) of the National Academy of Sciences; Council on Foreign Relations (since Age: 68 2002); Director of GSI Lumonics Inc. (precision medical equipment supplier) (since 2001); Senior Advisor of The Andrew W. Mellon Foundation (since 2001); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Foreign Associate of Third World Academy of Sciences; Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983- 1991). Oversees 55 portfolios in the OppenheimerFunds complex. MARY F. MILLER, Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Trustee (since 2004) Senior Vice President and General Auditor of American Express Company (financial Age: 64 services company) (July 1998-February 2003). Oversees 55 portfolios in the OppenheimerFunds complex. JOEL W. MOTLEY, Managing Director of Public Capital Advisors, LLC (privately-held financial adviser) Trustee (since 2002) (since 2006); Director of Columbia Equity Financial Corp. (privately-held financial Age: 55 adviser) (since 2002); Managing Director of Carmona Motley, Inc. (privately-held financial adviser) (since January 2002); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial adviser) (January 1998- December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of 44 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND JOEL W. MOTLEY, Human Rights Watch and the Investment Committee of Historic Hudson Valley. Oversees 55 Continued portfolios in the OppenheimerFunds complex. RUSSELL S. REYNOLDS, JR., Chairman of The Directorship Search Group, Inc. (corporate governance consulting and Trustee (since 1989) executive recruiting) (since 1993); Life Trustee of International House (non-profit Age: 75 educational organization); Former Trustee of the Historical Society of the Town of Greenwich; Former Director of Greenwich Hospital Association; Founder, Chairman and Chief Executive Officer of Russell Reynolds Associates, Inc. (1969-1993); Banker at J.P. Morgan & Co. (1958-1966); 1st Lt. Strategic Air Command, U.S. Air Force (1954-1958). Oversees 55 portfolios in the OppenheimerFunds complex. JOSEPH M. WIKLER, Director of the following medical device companies: Medintec (since 1992) and Cathco Trustee (since 2005) (since 1996); Director of Lakes Environmental Association (since 1996); Member of the Age: 66 Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Fortis/Hartford mutual funds (1994- December 2001). Oversees 55 portfolios in the OppenheimerFunds complex. PETER I. WOLD, President of Wold Oil Properties, Inc. (oil and gas exploration and production Trustee (since 2005) company) (since 1994); Vice President, Secretary and Treasurer of Wold Trona Company, Age: 59 Inc. (soda ash processing and production) (1996-2006); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 55 portfolios in the OppenheimerFunds complex. - ------------------------------------------------------------------------------------------------------------------------ INTERESTED TRUSTEE THE ADDRESS OF MR. MURPHY IS TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, 11TH AND OFFICER FLOOR, NEW YORK, NEW YORK 10281-1008. MR. MURPHY SERVES AS A TRUSTEE FOR AN INDEFINITE TERM, OR UNTIL HIS RESIGNATION, RETIREMENT, DEATH OR REMOVAL AND AS AN OFFICER FOR AN INDEFINITE TERM, OR UNTIL HIS RESIGNATION, RETIREMENT, DEATH OR REMOVAL. MR. MURPHY IS AN INTERESTED TRUSTEE DUE TO HIS POSITIONS WITH OPPENHEIMERFUNDS, INC. AND ITS AFFILIATES. JOHN V. MURPHY, Chairman, Chief Executive Officer and Director of the Manager (since June 2001); Trustee, President and President of the Manager (September 2000-March 2007); President and a director or Principal Executive Officer trustee of other Oppenheimer funds; President and Director of Oppenheimer Acquisition (since 2001) Corp. ("OAC") (the Manager's parent holding company) and of Oppenheimer Partnership Age: 58 Holdings, Inc. (holding company subsidiary of the Manager) (since July 2001); Director of OppenheimerFunds Distributor, Inc. (subsidiary of the Manager) (since November 2001); Chairman and Director of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager) (since July 2001); President and Director of OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since July 2001); 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 Director (since July 2001) of Oppenheimer Real Asset Management, Inc.; Executive Vice President of Massachusetts Mutual Life Insurance Company (OAC's parent company) (since February 1997); Director of DLB Acquisition Corporation (holding company parent of Babson Capital Management LLC) (since June 1995); Member of the Investment Company Institute's Board of 45 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND TRUSTEES AND OFFICERS Unaudited / Continued - -------------------------------------------------------------------------------- JOHN V. MURPHY, Governors (since October 3, 2003); Chief Operating Officer of the Manager (September Continued 2000-June 2001); President and Trustee of MML Series Investment Fund and MassMutual Select Funds (open-end investment companies) (November 1999-November 2001); Director of C.M. Life Insurance Company (September 1999-August 2000); President, Chief Executive Officer and Director of MML Bay State Life Insurance Company (September 1999-August 2000); Director of Emerald Isle Bancorp and Hibernia Savings Bank (wholly-owned sub-sidiary of Emerald Isle Bancorp) (June 1989-June 1998). Oversees 102 portfolios in the OppenheimerFunds complex. - ------------------------------------------------------------------------------------------------------------------------ OTHER OFFICERS OF THE ADDRESSES OF THE OFFICERS IN THE CHART BELOW ARE AS FOLLOWS: FOR MESSRS. LI, ZACK, THE FUND GILLESPIE AND MS. BLOOMBERG, TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, NEW YORK, NEW YORK 10281-1008, FOR MESSRS. VANDEHEY, WIXTED, PETERSEN, SZILAGYI AND MS. IVES, 6803 S. TUCSON WAY, CENTENNIAL, COLORADO 80112-3924. EACH OFFICER SERVES FOR AN INDEFINITE TERM OR UNTIL HIS OR HER RESIGNATION, RETIREMENT, DEATH OR REMOVAL. SHANQUAN LI, Vice President of the Manager (since November 1998); an officer of 1 portfolio in the Vice President and Portfolio OppenheimerFunds complex. Formerly Assistant Vice President of the Manager (January Manager (since 1997) 1997-November 1998). Age: 51 MARK S. VANDEHEY, Senior Vice President and Chief Compliance Officer of the Manager, OppenheimerFunds Vice President and Chief Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since Compliance Officer March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset (since 2004) Management Corporation and Shareholder Services, Inc. (June 1983-February 2004). Age: 56 Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 102 portfolios in the OppenheimerFunds complex. BRIAN W. WIXTED, Senior Vice President and Treasurer of the Manager (since March 1999); Treasurer of Treasurer and Principal the following: HarbourView Asset Management Corporation, Shareholder Financial Financial & Accounting Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. Officer (since 1999) and Oppenheimer Partnership Holdings, Inc. (since March 1999), OFI Private Age: 47 Investments, Inc. (since March 2000), OppenheimerFunds International Ltd. (since May 2000), OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (since March 1999), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003); Principal and Chief Operating Officer of Bankers Trust Company-Mutual Fund Services Division (March 1995-March 1999). An officer of 102 portfolios in the OppenheimerFunds complex. BRIAN S. PETERSEN, Vice President of the Manager (since February 2007); Assistant Vice President of the Assistant Treasurer Manager (August 2002-February 2007); Manager/Financial Product Accounting of the (since 2004) Manager (November 1998-July 2002). An officer of 102 portfolios in the Age: 36 OppenheimerFunds complex. 46 | OPPENHEIMER GOLD & SPECIAL MINERALS FUND BRIAN C. SZILAGYI, Assistant Vice President of the Manager (since July 2004); Director of Financial Assistant Treasurer Reporting and Compliance of First Data Corporation (April 2003-July 2004); Manager of (since 2005) Compliance of Berger Financial Group LLC (May 2001-March 2003); Director of Mutual Age: 37 Fund Operations at American Data Services, Inc. (September 2000-May 2001). An officer of 102 portfolios in the OppenheimerFunds complex. ROBERT G. ZACK, Executive Vice President (since January 2004) and General Counsel (since March 2002) Secretary (since 2001) of the Manager; General Counsel and Director of the Distributor (since December 2001); Age: 59 General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds (Asia) Limited (since December 2003); 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 the following: Shareholder Services, Inc. (May 1985-November 2001), Shareholder Financial Services, Inc. (November 1989-November 2001), and OppenheimerFunds International Ltd. (September 1997-November 2001). An officer of 102 portfolios in the OppenheimerFunds complex. LISA I. BLOOMBERG, Vice President and Associate Counsel of the Manager (since May 2004); First Vice Assistant Secretary President (April 2001-April 2004), Associate General Counsel (December 2000-April (since 2004) 2004), Corporate Vice President (May 1999-April 2001) and Assistant General Counsel Age: 39 (May 1999-December 2000) of UBS Financial Services Inc. (formerly, PaineWebber Incorporated). An officer of 102 portfolios in the OppenheimerFunds complex. PHILLIP S. GILLESPIE, Senior Vice President and Deputy General Counsel of the Manager (since September Assistant Secretary 2004); First Vice President (2001-September 2004); Director (2000-September 2004) and (since 2004) Vice President (1998-2000) of Merrill Lynch Investment Management. An officer of 102 Age: 43 portfolios in the OppenheimerFunds complex. KATHLEEN T. IVES, Vice President (since June 1998) and Senior Counsel and Assistant Secretary (since Assistant Secretary October 2003) of the Manager; Vice President (since 1999) and Assistant Secretary (since 2001) (since October 2003) of the Distributor; Assistant Secretary of Centennial Asset Age: 41 Management Corporation (since October 2003); Vice President and Assistant Secretary of Shareholder Services, Inc. (since 1999); Assistant Secretary of OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc. (since December 2001); Assistant Counsel of the Manager (August 1994-October 2003). An officer of 102 portfolios in the OppenheimerFunds complex. THE FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION ABOUT THE FUND'S TRUSTEES AND OFFICERS AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY CALLING 1.800.525.7048. 47 | 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 the registrant does not have an audit committee financial expert serving on its Audit Committee. In this regard, no member of the Audit Committee was identified as having all of the technical attributes identified in Instruction 2(b) to Item 3 of Form N-CSR to qualify as an "audit committee financial expert," whether through the type of specialized education or experience described in that Instruction. The Board has concluded that while the members of the Audit Committee collectively have the necessary attributes and experience required to serve effectively as an Audit Committee, no single member possesses all of the required technical attributes through the particular methods of education or experience set forth in the Instructions to be designated as an audit committee financial expert. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees The principal accountant for the audit of the registrant's annual financial statements billed $40,500 in fiscal 2007 and $22,000 in fiscal 2006. (b) Audit-Related Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees during the last two fiscal years. The principal accountant for the audit of the registrant's annual financial statements billed $150,954 in fiscal 2007 and $116,805 in fiscal 2006 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 services include: internal control reviews and professional services relating to FAS 123R and review of internal controls of SAP conversion. (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 no such fees in fiscal 2007 and $1,536 in fiscal 2006 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 services include: preparation of form 5500. (d) All Other 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 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. (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. Under applicable laws, pre-approval of non-audit services maybe 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 $150,954 in fiscal 2007 and $118,341 in fiscal 2006 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) No such services were rendered. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. THE FUND'S GOVERNANCE COMMITTEE PROVISIONS WITH RESPECT TO NOMINATIONS OF DIRECTORS/TRUSTEES TO THE RESPECTIVE BOARDS 1. The Fund's Governance Committee (the "Committee") will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds' investment manager and its affiliates in making the selection. 2. The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual's background, skills, and experience; whether the individual is an "interested person" as defined in the Investment Company Act of 1940; and whether the individual would be deemed an "audit committee financial expert" within the meaning of applicable SEC rules. The Committee also considers whether the individual's background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder. 3. The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following: o the name, address, and business, educational, and/or other pertinent background of the person being recommended; o a statement concerning whether the person is an "interested person" as defined in the Investment Company Act of 1940; o any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and o the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares. The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation. 4. Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds' investment adviser) would be deemed an "interested person" under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds' outside legal counsel may cause a person to be deemed an "interested person." 5. Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company. ITEM 11. CONTROLS AND PROCEDURES. Based on their evaluation of the registrant's disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 06/30/2007, the registrant's principal executive officer and principal financial officer found the registrant's disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the 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. There have been no changes in the registrant's internal controls over financial reporting that occurred during the registrant's second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a) (1) Exhibit attached hereto. (2) Exhibits attached hereto. (3) Not applicable. (b) Exhibit attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Oppenheimer Gold & Special Minerals Fund By: /s/ John V. Murphy --------------------------- John V. Murphy Principal Executive Officer Date: 08/08/2007 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ John V. Murphy --------------------------- John V. Murphy Principal Executive Officer Date: 08/08/2007 By: /s/ Brian W. Wixted --------------------------- Brian W. Wixted Principal Financial Officer Date: 08/08/2007