Oppenheimer Gold & Special Minerals Fund

Annual Report

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N-CSR 1 d436491dncsr.htm OPPENHEIMER GOLD & SPECIAL MINERALS FUND Oppenheimer Gold & Special Minerals Fund

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)

Cynthia Lo Bessette

OFI Global Asset Management, Inc.

225 Liberty Street, 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: 6/30/2017

Item 1. Reports to Stockholders.

LOGO

Table of Contents


Fund Performance Discussion			3

Top Holdings and Allocations			6

Fund Expenses			9

Consolidated Statement of Investments			11

Consolidated Statement of Assets and Liabilities			15

Consolidated Statement of Operations			17

Consolidated Statements of Changes in Net Assets			19

Consolidated Financial Highlights			20

Notes to Consolidated Financial Statements			26

Report of Independent Registered Public Accounting Firm			45

Federal Income Tax Information			46

Portfolio Proxy Voting Policies and Guidelines; Updates to Consolidated Statements of Investments			47

Trustees and Officers			48

Privacy Policy Notice			54

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 6/30/17


	Class A Shares of the Fund
	Without Sales Charge			With Sales Charge			MSCI World Index
1-Year		-12.12	%		-17.17	%		18.20	%
5-Year		-9.38			-10.45			11.38
10-Year		-2.63			-3.20			3.97

2 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

Fund Performance Discussion

The Fund’s Class A shares (without sales charge) produced a total return of -12.12% during the 12-month reporting period ended June 30, 2017. The Fund lagged its benchmark, the MSCI World Index, which returned 18.20%. In contrast, the Fund outperformed the -16.72% total return produced by the Philadelphia Gold and Silver Index, which measures the performance of precious metals mining companies.

The 12-month reporting period proved challenging for gold prices and, by extension, gold producers. While we are never satisfied with negative absolute returns, we nonetheless are pleased that the Fund’s focus on medium and small-size companies enabled it to produce higher returns than the Philadelphia Gold & Silver Index.

MARKET OVERVIEW

Although global equities generally posted robust gains over the second half of 2016 amid expectations of higher levels of economic growth and more business-friendly fiscal, regulatory, and tax policies from

the U.S. government, gold prices declined sharply in response to a variety of influences. Evidence of better economic conditions in the United States, the Eurozone, China, and other major markets prompted several major

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

LOGO

3 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

central banks to begin to back away from the aggressively accommodative monetary policies of the past several years, leading to a reduction in quantitative easing programs, higher short-term interest rates, and a strengthening U.S. dollar compared to most other currencies. Longer term interest rates climbed in most markets in response to expectations of greater inflationary pressures, making bonds more competitive with investments in gold. In addition, investors grew increasingly tolerant of risks, turning away from traditional safe havens such as gold and toward stocks and other investments that historically have been considered relatively speculative and economically sensitive.

The decline in gold prices proved temporary. The Philadelphia Gold & Silver Index produced roughly flat returns over the first half of 2017 when investors became more uncertain regarding the U.S. government’s ability to enact its policy proposals into law. Investors also reacted with greater uncertainty to the future of U.S. monetary policy in an environment of persistently low inflation stemming from subdued wage pressures. And despite pockets of geopolitical instability in some regions of the world, investors did not seek shelter in traditional safe havens. Indeed, reassuring election results in some European nations appeared to calm investors’ worries about a resurgence of populism and nationalism.

FUND PERFORMANCE

Large-cap gold companies with relatively heavy debt loads were particularly hard hit over the 12-month reporting period as declining gold prices threatened their profit margins. The Fund held underweighted exposure to such companies relative to the Philadelphia Gold & Silver Index, enabling it to outperform that Index. Instead, we favored mid-size gold producers with the ability to maintain profitability and positive free cash flows even in an environment of low commodity prices. We especially focused on companies that appeared poised for future growth through the development of newly discovered, high-quality reserves.

For example, Canada-based Ivanhoe Mines gained substantial value as it continued to develop three large, high-quality gold mining projects in Central Africa. Likewise, Kirkland Lake Gold, which was formed through the merger of three smaller companies, reported strong earnings, positive cash flows, and bright future prospects due to significant discoveries of gold deposits in Canada and Australia. Meanwhile, Royal Gold and B2Gold Corp. rebounded from earlier weakness when investors increasingly recognized that they had reacted too harshly to previous concerns.

On the other hand, disappointments over the reporting period included some of the Fund’s holdings of larger gold producers, such as Detour Gold, which was hurt by high debt levels and its ownership of lower grade gold

4 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

deposits in Canadian open-pit mines. Other holdings lost value due to company-specific issues. AngloGold Ashanti has been slow to recover from political and operational challenges in South Africa, prompting us to eliminate the stock from the Fund’s portfolio. Silver producer Tahoe Resources struggled with higher royalty fees charged by Central American governments as well as legal issues that suspended operations in some locations.

STRATEGY & OUTLOOK

We have been encouraged by the recent stabilization of gold prices, and we believe that macroeconomic conditions may be conducive to improved investment results from gold companies. In our judgment, markets already reflect central banks’ gradual moves toward higher short-term interest rates, and while the global economy is growing, its current growth rate is not sufficient to support significantly higher long-term rates. Moreover, the current bull market for U.S. stocks now ranks as one of the most prolonged in history, and chances are good that any economic or

political disappointments could trigger a market correction. Finally, after the commodity’s swoon over the second half of 2016, we believe that gold bullion is now attractively valued compared to other investments.

Nonetheless, we have maintained a generally conservative approach to Fund management. We have continued to focus on gold and other precious-metals miners that have strong financial characteristics, including healthy balance sheets and free cash flows, that can enable them to profitably weather bouts of weak commodity prices. While we have maintained relatively light exposure to producers of industrial metals, we are watchful for opportunities to invest in high-quality copper, zinc, nickel, and cesium producers as supply-and-demand dynamics become more favorable. In our view, these strategies have the potential to cushion the Fund from the brunt of temporary market downturns while allowing it to participate more than fully in subsequent gains.



		Shanquan Li
		Portfolio Manager

5 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

Top Holdings and Allocations

TOP TEN COMMON STOCK HOLDINGS


Kirkland Lake Gold Ltd.	7.4	%
Endeavour Mining Corp.	5.8
Evolution Mining Ltd.	5.5
Ivanhoe Mines Ltd., Cl. A	4.9
Torex Gold Resources, Inc.	4.5
Tahoe Resources, Inc.	3.0
Coeur Mining, Inc.	2.8
OceanaGold Corp.	2.8
Newmont Mining Corp.	2.7
Barrick Gold Corp.	2.4

Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2017, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds. com.

REGIONAL ALLOCATION

⬛ U.S./Canada—75.5%

⬛ Asia—17.8%

⬛ Europe—4.1%

⬛ Middle East/Africa—1.4%

⬛ Latin America—0.9%

⬛ Emerging Europe—0.3%

Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2017, and are based on the total market value of investments.

6 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 6/30/17


	Inception Date		1-Year			5-Year			10-Year
Class A (OPGSX)		7/19/83		-12.12	%		-9.38	%		-2.63	%
Class B (OGMBX)		11/1/95		-12.81			-10.11			-3.11
Class C (OGMCX)		11/1/95		-12.80			-10.07			-3.36
Class I (OGMIX)		10/26/12		-11.75			-13.11	*		N/A
Class R (OGMNX)		3/1/01		-12.34			-9.61			-2.91
Class Y (OGMYX)		9/7/10		-11.91			-9.18			-10.38	*

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 6/30/17


	Inception Date		1-Year			5-Year			10-Year
Class A (OPGSX)		7/19/83		-17.17	%		-10.45	%		-3.20	%
Class B (OGMBX)		11/1/95		-16.92			-10.44			-3.11
Class C (OGMCX)		11/1/95		-13.61			-10.07			-3.36
Class I (OGMIX)		10/26/12		-11.75			-13.11	*		N/A
Class R (OGMNX)		3/1/01		-12.34			-9.61			-2.91
Class Y (OGMYX)		9/7/10		-11.91			-9.18			-10.38	*

* Shows performance since inception.

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. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800. CALL OPP (225.5677). 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 shares, the contingent deferred sales charge (“CDSC”) of 1% for the 1-year period. There is no sales charge for Class I, Class R and Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Returns for periods of less than one year are cumulative and not annualized. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

The Fund’s performance is compared to the performance of the MSCI World Index, an index of issuers listed on the stock exchanges of foreign countries and the United States. It is widely recognized as a measure of global stock market performance. The Index is unmanaged and cannot be purchased directly by investors. 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 comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is

7 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

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. or its affiliates.

Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, visiting oppenheimerfunds.com, or calling 1.800.CALL OPP (225.5677). Read prospectuses and summary prospectuses carefully before investing.

Shares of Oppenheimer funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested.

8 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 and/or contingent deferred sales charges on redemptions; 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, 2017.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section 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 first section under the heading entitled “Expenses Paid During 6 Months Ended June 30, 2017” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides 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 for each class 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). Therefore, the “hypothetical” section of the table is 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.

9 OPPENHEIMER GOLD & SPECIAL MINERALS FUND


Actual	Beginning Account Value January 1, 2017		Ending Account Value June 30, 2017	Expenses Paid During 6 Months Ended June 30, 2017
Class A	$	1,000.00	$ 1,122.80	$ 6.02
Class B		1,000.00	1,118.50	10.08
Class C		1,000.00	1,118.50	10.02
Class I		1,000.00	1,125.10	3.80
Class R		1,000.00	1,122.00	7.39
Class Y		1,000.00	1,123.70	4.75

Hypothetical
(5% return before expenses)
Class A		1,000.00	1,019.14	5.72
Class B		1,000.00	1,015.32	9.59
Class C		1,000.00	1,015.37	9.54
Class I		1,000.00	1,021.22	3.61
Class R		1,000.00	1,017.85	7.03
Class Y		1,000.00	1,020.33	4.52

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 funds, based on the 6-month period ended June 30, 2017 are as follows:


Class	Expense Ratios
Class A		1.14	%
Class B		1.91
Class C		1.90
Class I		0.72
Class R		1.40
Class Y		0.90

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager and Transfer Agent. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “Consolidated Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

10 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

CONSOLIDATED

STATEMENT OF INVESTMENTS June 30, 2017


	Shares			Value
Common Stocks—96.4%
Consumer Discretionary—0.2%
Textiles, Apparel & Luxury Goods—0.2%
Rajesh Exports Ltd.		250,000	$		2,665,008
Industrials—0.0%
Commercial Services & Supplies—0.0%
Clean TeQ Holdings Ltd.¹		100,000			50,997
Materials—96.2%
Metals & Mining—96.2%
Agnico Eagle Mines Ltd.		507,000			22,875,840
Alacer Gold Corp.¹		4,160,000			6,672,424
Alamos Gold, Inc., Cl. A		200,000			1,436,000
Americas Silver Corp.¹		740,000			2,128,470
Arizona Mining, Inc.¹		6,135,000			13,482,997
Asanko Gold, Inc.¹		6,130,000			9,406,770
Atlantic Gold Corp.¹		6,190,000			7,494,062
Avino Silver & Gold Mines Ltd.¹		2,097,200			3,355,520
B2Gold Corp.¹		8,530,000			23,969,300
Barkerville Gold Mines Ltd.¹		3,920,000			2,629,858
Barrick Gold Corp.		1,650,000			26,251,500
Base Resources Ltd.¹		16,500,000			3,615,216
Blackham Resources Ltd.¹		14,700,000			3,182,109
Brio Gold, Inc.¹		40,000			77,113
Centamin plc		7,480,000			15,101,433
Centerra Gold, Inc.		3,520,000			19,217,767
Coeur Mining, Inc.¹		3,490,000			29,944,200
Continental Gold, Inc.¹		3,987,400			11,745,734
Dacian Gold Ltd.¹		774,986			1,181,253
Dalradian Resources, Inc.¹		2,720,000			3,544,725
Detour Gold Corp.¹		1,912,000			22,381,369
Eldorado Gold Corp.		570,011			1,504,829
Endeavour Mining Corp.¹		3,594,300			62,029,946
Evolution Mining Ltd.		31,720,065			58,938,382
Falco Resources Ltd.¹		3,462,300			2,669,880
Fortuna Silver Mines, Inc.¹		330,000			1,615,901


	Shares			Value
Metals & Mining (Continued)
Franco-Nevada Corp.		250,000	$		18,040,000
Galaxy Resources Ltd.¹		2,400,000			3,062,661
Gold Road Resources Ltd.¹		16,332,220			8,420,477
Gold Standard Ventures Corp.¹		3,310,312			5,660,634
Goldcorp, Inc.²		910,000			11,748,100
Golden Star Resources Ltd.¹		12,047,660			7,832,184
Guyana Goldfields, Inc.¹		3,200,000			15,003,085
Harte Gold Corp.¹		1,400,000			680,136
Highland Gold Mining Ltd.		4,150,000			7,663,884
Hochschild Mining plc		200,000			713,430
Independence Group NL		2,600,000			6,290,471
Industrias Penoles SAB de CV		393,000			8,868,120
Ivanhoe Mines Ltd., Cl. A¹		16,470,000			52,961,058
Kirkland Lake Gold Ltd.		8,428,267			79,746,172
Klondex Mines Ltd.^1,3		4,730,000			15,939,312
Lundin Gold, Inc.¹		809,400			3,432,835
Lydian International Ltd.¹		920,000			255,398
MAG Silver Corp.¹		1,050,100			13,709,279
McEwen Mining, Inc.		1,306,858			3,437,037
Millennium Minerals Ltd.¹		16,200,000			2,305,374
New Gold, Inc.¹		200,000			636,000
Newcastle Gold Ltd.¹		4,800,000			3,331,277
Newmont Mining Corp.²		885,923			28,695,046
Northern Dynasty Minerals Ltd.¹		1,290,000			1,793,100
Northern Star Resources Ltd.		4,700,000			17,224,079
Novagold Resources, Inc.¹		40,000			182,400
OceanaGold Corp.		9,834,600			29,652,441
Osisko Mining, Inc.¹		2,950,000			9,326,804

11 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

CONSOLIDATED

STATEMENT OF INVESTMENTS Continued


	Shares			Value
Metals & Mining (Continued)
Pan African Resources plc		25,100,000	$		4,494,525
Pantoro Ltd.¹		7,600,000			1,460,182
Polymetal International plc		250,000			2,808,929
Premier Gold Mines Ltd.¹		5,570,000			12,584,901
Pretium Resources, Inc.¹		1,370,000			13,163,325
Randgold Resources Ltd., ADR		262,952			23,260,734
Real Gold Mining Ltd.¹		10,400,000			13,321
Red Eagle Mining Corp.¹		1,500,000			329,658
Resolute Mining Ltd.		16,620,478			15,281,213
Richmont Mines, Inc.¹		2,293,000			17,858,806
Roxgold, Inc.¹		17,500,000			15,114,127
Royal Gold, Inc.²		280,000			21,887,600
Sabina Gold & Silver Corp.¹		540,000			832,819
Sandstorm Gold Ltd.¹		1,530,000			5,921,100
Saracen Mineral Holdings Ltd.¹		18,300,000			16,517,734
SEMAFO, Inc.¹		1,100,000			2,536,243
SolGold plc¹		17,300,000			8,829,157
Tahoe Resources, Inc.		3,710,000			31,980,200
Teranga Gold Corp.¹		2,570,000			6,956,123
Tharisa plc^1,4		100,000			111,021
Tharisa plc^1,4		117,500			126,242
TMAC Resources, Inc.¹		364,000			4,075,632
Torex Gold Resources, Inc.¹		2,531,000			48,266,217
Trevali Mining Corp.¹		13,010,000			12,741,132
Victoria Gold Corp.¹		9,550,000			4,271,283
Wesdome Gold Mines Ltd.¹		4,920,000			11,571,561


	Shares				Value
Metals & Mining (Continued)
Westgold Resources Ltd.¹		11,974,770		$		16,963,740
Wheaton Precious Metals Corp.		790,000				15,713,100
Yamana Gold, Inc.		650,000				1,568,862
Zhaojin Mining Industry Co. Ltd., Cl. H		4,400,000				3,590,239
Zijin Mining Group Co. Ltd., Cl. H¹		10,100,000				3,331,794
						1,037,224,912
Total Common Stocks (Cost $859,792,500)						1,039,940,917

		Units
Rights, Warrants and Certificates—0.0%
Osisko Mining, Inc. Wts. Strike Price 1CAD, Exp. 12/31/49¹		100,000				23,134
Red Eagle Mining Corp. Rts. Strike Price 0.35CAD, Exp. 12/31/49¹		3,500,000				47,232
Total Rights, Warrants and Certificates (Cost $20,296)						70,366

		Shares
Investment Company—3.8%
Oppenheimer Institutional Government Money Market Fund, Cl. E, 0.86%^3,5(Cost $40,901,081)		40,901,081				40,901,081
Total Investments, at Value (Cost $900,713,877)		100.2	%			1,080,912,364
Net Other Assets (Liabilities)		(0.2	)			(2,628,300	)
Net Assets		100.0	%	$		1,078,284,064

Footnotes to Consolidated Statement of Investments

1. Non-income producing security.

2. All or a portion of the security position is held in segregated accounts and pledged to cover margin requirements with respect to outstanding written options. The aggregate market value of such securities is $19,159,393. See Note 6 of the accompanying Consolidated Notes.

12 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

Footnotes to Consolidated Statement of Investments (Continued)

3. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the reporting period, 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 adviser. Transactions during the reporting period in which the issuer was an affiliate are as follows:


	Shares		Gross			Gross		Shares
	June 30, 2016		Additions			Reductions		June 30, 2017

Klondex Mines Ltd.^a		7,361,800		810,000			3,441,800		4,730,000
Oppenheimer Institutional
Government Money Market Fund,
Cl. E^b		27,560,503		383,644,161			370,303,583		40,901,081

			Value			Income		Realized Gain

Klondex Mines Ltd.			$	—	^c	$	—	$	8,722,667
Oppenheimer Institutional Government Money Market
Fund, Cl. E^b				40,901,081			150,710		—

Total			$	40,901,081		$	150,710	$	8,722,667

a. No longer an affiliate at period end.

b. Prior to September 28, 2016, this fund was named Oppenheimer Institutional Money Market Fund.

c. The security is no longer an affiliate. Therefore, the value has been excluded from this table.

4. The Fund holds securities which have been issued by the same entity and that trade on separate exchanges.

5. Rate shown is the 7-day yield at period end.

Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:


Geographic Holdings (Unaudited)	Value		Percent

Canada	$	643,838,426		59.6%
Australia		184,146,331		17.0
United States		171,349,772		15.9
Jersey, Channel Islands		30,924,618		2.9
Egypt		15,101,433		1.4
United Kingdom		13,323,682		1.2
Mexico		8,868,120		0.8
China		6,935,353		0.6
Russia		2,808,929		0.3
India		2,665,007		0.2
Peru		713,430		0.1
South Africa		237,263		0.0

Total	$	1,080,912,364		100.0%


Exchange-Traded Options Written at June 30, 2017
		Exercise		Expiration			Number		Premiums
Description		Price		Date			of Contracts		Received		Value
Agnico Eagle Mines Ltd. Call	USD		55.000		8/18/17	USD		(1,000)	$	145,954	$	(20,000)
Barrick Gold Corp. Put	USD		16.000		10/20/17	USD		(1,000)		115,054		(108,000)
Detour Gold Corp. Put	CAD		14.000		7/21/17	CAD		(1,000)		93,377		(12,724)
Eldorado Gold Corp. Put	USD		3.500		10/20/17	USD		(2,000)		92,911		(185,000)
Eldorado Gold Corp. Put	USD		3.000		7/21/17	USD		(3,000)		133,428		(120,000)
Franco-Nevada Corp. Put	USD		65.000		10/20/17	USD		(1,000)		221,952		(180,000)
Franco-Nevada Corp. Call	USD		85.000		10/20/17	USD		(1,000)		171,953		(97,500)
Franco-Nevada Corp. Call	USD		75.000		7/21/17	USD		(1,000)		139,024		(60,000)
Kirkland Lake Gold Ltd. Call	CAD		11.000		7/21/17	CAD		(2,000)		68,279		(208,205)

13 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

CONSOLIDATED

STATEMENT OF INVESTMENTS Continued


Exchange-Traded Options Written (Continued)
		Exercise Expiration					Number		Premiums
Description		Price		Date			of Contracts		Received		Value
Klondex Mines Ltd. Put	CAD		6.000		7/21/17	CAD		(2,000)	$	98,015	$	(254,472)
New Gold, Inc. Put	USD		2.500		8/18/17	USD		(6,000)		231,742		(15,000)
Newmont Mining Corp. Put	USD		33.000		7/21/17	USD		(1,000)		114,954		(106,000)
Randgold Resources Ltd. Call	USD		110.000		9/15/17	USD		(1,000)		226,952		(32,500)
Royal Gold, Inc. Call	USD		80.000		7/21/17	USD		(1,000)		182,263		(120,000)
Silver Wheaton Corp. Put	USD		19.000		9/15/17	USD		(1,000)		144,134		(78,000)
Total Exchange-Traded Options Written									$	2,179,992	$	(1,597,401)

Glossary:

Currency abbreviations indicate amounts reporting in currencies

CAD Canadian Dollar

See accompanying Notes to Consolidated Financial Statements.

14 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

CONSOLIDATED STATEMENT OF

ASSETS AND LIABILITIES June 30, 2017


Assets

Investments, at value—see accompanying consolidated statement of investments:
Unaffiliated companies (cost $859,812,796)		$ 1,040,011,283
Affiliated companies (cost $40,901,081)		40,901,081

		1,080,912,364

Cash—foreign currencies (cost $1,298,391)		1,300,221

Receivables and other assets:
Investments sold		4,839,491
Shares of beneficial interest sold		1,517,868
Dividends		127,302
Other		121,406

Total assets		1,088,818,652
Liabilities

Bank overdraft		53,811

Options written, at value (premiums received $2,179,992)		1,597,401

Payables and other liabilities:
Investments purchased		5,134,869
Shares of beneficial interest redeemed		3,271,696
Distribution and service plan fees		174,198
Trustees’ compensation		172,660
Foreign capital gains tax		34,099
Shareholder communications		13,783
Other		82,071

Total liabilities		10,534,588
Net Assets		$ 1,078,284,064


Composition of Net Assets

Paid-in capital		$ 2,427,580,292

Accumulated net investment loss		(47,579,154)

Accumulated net realized loss on investments and foreign currency transactions		(1,482,466,617)

Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		180,749,543

Net Assets		$ 1,078,284,064

15 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

CONSOLIDATED STATEMENT OF

ASSETS AND LIABILITIES Continued


Net Asset Value Per Share
Class A Shares:

Net asset value and redemption price per share (based on net assets of $570,846,974 and 35,058,740 shares of beneficial interest outstanding)	$	16.28
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	17.27

Class B Shares:

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $2,851,555 and 187,603 shares of beneficial interest outstanding)	$	15.20

Class C Shares:

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $138,114,349 and 9,262,050 shares of beneficial interest outstanding)	$	14.91

Class I Shares:

Net asset value, redemption price and offering price per share (based on net assets of $77,158,115 and 4,714,091 shares of beneficial interest outstanding)	$	16.37

Class R Shares:

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $136,978,880 and 8,817,150 shares of beneficial interest outstanding)	$	15.54

Class Y Shares:

Net asset value, redemption price and offering price per share (based on net assets of $152,334,191 and 9,367,950 shares of beneficial interest outstanding)	$	16.26

See accompanying Notes to Consolidated Financial Statements.

16 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

CONSOLIDATED STATEMENT OF

OPERATIONS For the Year Ended June 30, 2017


Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $612,741)	$	7,841,905
Affiliated companies		150,710
Interest		1,100
Total investment income		7,993,715
Expenses
Management fees		8,059,108
Distribution and service plan fees:
Class A		1,625,919
Class B		56,117
Class C		1,567,317
Class R		790,736
Transfer and shareholder servicing agent fees:
Class A		1,478,569
Class B		12,369
Class C		345,542
Class I		20,818
Class R		348,241
Class Y		308,934
Shareholder communications:
Class A		25,741
Class B		973
Class C		7,264
Class I		651
Class R		985
Class Y		1,817
Custodian fees and expenses		52,372
Trustees’ compensation		31,086
Borrowing fees		23,142
Other		188,943
Total expenses		14,946,644
Less waivers and reimbursements of expenses		(107,389	)
Net expenses		14,839,255
Net Investment Loss		(6,845,540	)

17 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

CONSOLIDATED STATEMENT OF

OPERATIONS Continued



Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment transactions in:
Unaffiliated companies (net of foreign capital gains tax of $658,493)		$ 95,731,039
Affiliated companies		8,722,667
Closing and expiration of option contracts written		14,816,490
Foreign currency transactions		(5,315)

Net realized gain		119,264,881

Net change in unrealized appreciation/depreciation on:
Investment transactions (net of foreign capital gains tax of $34,099)		(291,987,912)
Translation of assets and liabilities denominated in foreign currencies		8,281
Option contracts written		5,386,774

Net change in unrealized appreciation/depreciation		(286,592,857)

Net Decrease in Net Assets Resulting from Operations		$ (174,173,516)

See accompanying Notes to Consolidated Financial Statements.

18 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

CONSOLIDATED

STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended June 30, 2017	Year Ended June 30, 2016

Operations
Net investment loss	$ (6,845,540)	$ (4,643,904)

Net realized gain (loss)	119,264,881	(95,401,324)

Net change in unrealized appreciation/depreciation	(286,592,857)	592,543,449

Net increase (decrease) in net assets resulting from operations	(174,173,516)	492,498,221

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A	(37,703,321)	—
Class B	(275,451)	—
Class C	(8,851,270)	—
Class I	(4,024,718)	—
Class R	(8,996,252)	—
Class Y	(8,071,038)	—

	(67,922,050)	—

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A	(85,640,156)	7,473,906
Class B	(5,233,885)	(4,845,605)
Class C	(8,327,032)	(4,711,798)
Class I	18,948,845	7,160,838
Class R	(7,454,278)	10,741,534
Class Y	32,841,592	(10,739,472)

	(54,864,914)	5,079,403

Net Assets
Total increase (decrease)	(296,960,480)	497,577,624

Beginning of period	1,375,244,544	877,666,920

End of period (including accumulated net investment loss of $47,579,154 and $13,396,031, respectively)	$ 1,078,284,064	$ 1,375,244,544

See accompanying Notes to Consolidated Financial Statements.

19 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS


Class A	Year Ended June 30, 2017		Year Ended June 30, 2016		Year Ended June 30, 2015		Year Ended June 30, 2014		Year Ended June 28, 2013¹
Per Share Operating Data
Net asset value, beginning of period		$19.82		$12.63		$19.89		$16.45	$29.22

Income (loss) from investment operations:
Net investment loss²		(0.09)		(0.06)		(0.04)		0.00³	(0.01)
Net realized and unrealized gain (loss)		(2.40)		7.25		(6.91)		3.44	(12.76)

Total from investment operations		(2.49)		7.19		(6.95)		3.44	(12.77)

Dividends and/or distributions to shareholders:
Dividends from net investment income		(1.05)		0.00		(0.29)		0.00	0.00
Tax return of capital distribution		0.00		0.00		(0.02)		0.00	0.00

Total dividends and/or distributions to shareholders		(1.05)		0.00		(0.31)		0.00	0.00

Net asset value, end of period		$16.28		$19.82		$12.63		$19.89	$16.45


Total Return, at Net Asset Value⁴		(12.12)%		56.93%		(34.91)%		20.91%	(43.70)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)		$570,847		$793,452		$499,903		$864,648	$790,790

Average net assets (in thousands)		$671,123		$501,940		$630,815		$836,448	$1,480,784

Ratios to average net assets:⁵
Net investment loss		(0.48)%		(0.44)%		(0.29)%		0.00%⁶	(0.04)%
Expenses excluding specific expenses listed below		1.16%		1.18%		1.22%		1.29%	1.30%
Interest and fees from borrowings		0.00%⁶		0.00%⁶		0.00%		0.00%	0.00%

Total expenses⁷		1.16%		1.18%		1.22%		1.29%	1.30%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.15%		1.17%		1.16%		1.21%	1.23%

Portfolio turnover rate		65%		69%		79%		95%	41%

1. Represents the last business day of the Fund’s reporting period.

2. Per share amounts calculated based on the average shares outstanding during the period.

3. Less than $0.005 per share.

4. Assumes an initial 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.

5. Annualized for periods less than one full year.

6. Less than 0.005%.

7. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Year Ended June 30, 2017	1.16	%
Year Ended June 30, 2016	1.18	%
Year Ended June 30, 2015	1.22	%
Year Ended June 30, 2014	1.29	%
Year Ended June 28, 2013	1.30	%

See accompanying Notes to Consolidated Financial Statements.

20 OPPENHEIMER GOLD & SPECIAL MINERALS FUND


	Year Ended June 30, 2017		Year Ended June 30, 2016		Year Ended June 30, 2015		Year Ended June 30, 2014		Year Ended June 28, 2013¹
Class B	Year Ended June 30, 2017		Year Ended June 30, 2016		Year Ended June 30, 2015		Year Ended June 30, 2014		Year Ended June 28, 2013¹

Per Share Operating Data
Net asset value, beginning of period		$18.48		$11.87		$18.58		$15.49	$27.77

Income (loss) from investment operations:
Net investment loss²		(0.21)		(0.14)		(0.16)		(0.14)	(0.26)
Net realized and unrealized gain (loss)		(2.23)		6.75		(6.42)		3.23	(12.02)

Total from investment operations		(2.44)		6.61		(6.58)		3.09	(12.28)

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.84)		0.00		(0.12)		0.00	0.00
Tax return of capital distribution		0.00		0.00		(0.01)		0.00	0.00

Total dividends and/or distributions to shareholders		(0.84)		0.00		(0.13)		0.00	0.00

Net asset value, end of period		$15.20		$18.48		$11.87		$18.58	$15.49


Total Return, at Net Asset Value³		(12.81)%		55.69%		(35.37)%		19.87%	(44.18)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)		$2,852		$9,269		$11,018		$27,502	$35,001

Average net assets (in thousands)		$5,594		$7,950		$17,215		$31,281	$78,911

Ratios to average net assets:⁴
Net investment loss		(1.26)%		(1.18)%		(1.08)%		(0.81)%	(0.94)%
Expenses excluding specific expenses listed below		1.94%		1.96%		1.99%		2.23%	2.21%
Interest and fees from borrowings		0.00%⁵		0.00%⁵		0.00%		0.00%	0.00%

Total expenses⁶		1.94%		1.96%		1.99%		2.23%	2.21%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.93%		1.95%		1.93%		2.05%	2.09%

Portfolio turnover rate		65%		69%		79%		95%	41%

1. Represents the last business day of the Fund’s reporting period.

2. Per share amounts calculated based on the average shares outstanding during the period.

3. Assumes an initial 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.

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Year Ended June 30, 2017	1.94	%
Year Ended June 30, 2016	1.96	%
Year Ended June 30, 2015	1.99	%
Year Ended June 30, 2014	2.23	%
Year Ended June 28, 2013	2.21	%

See accompanying Notes to Consolidated Financial Statements.

21 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued


Class C	Year Ended June 30, 2017		Year Ended June 30, 2016		Year Ended June 30, 2015		Year Ended June 30, 2014		Year Ended June 28, 2013¹
Per Share Operating Data
Net asset value, beginning of period		$18.26		$11.73		$18.44		$15.37	$27.52

Income (loss) from investment operations:
Net investment loss²		(0.20)		(0.14)		(0.15)		(0.13)	(0.21)
Net realized and unrealized gain (loss)		(2.21)		6.67		(6.37)		3.20	(11.94)

Total from investment operations		(2.41)		6.53		(6.52)		3.07	(12.15)

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.94)		0.00		(0.18)		0.00	0.00
Tax return of capital distribution		0.00		0.00		(0.01)		0.00	0.00

Total dividends and/or distributions to shareholders		(0.94)		0.00		(0.19)		0.00	0.00

Net asset value, end of period		$14.91		$18.26		$11.73		$18.44	$15.37


Total Return, at Net Asset Value³		(12.80)%		55.67%		(35.35)%		19.90%	(44.11)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)		$138,114		$179,529		$122,325		$214,591	$198,474

Average net assets (in thousands)		$156,883		$115,882		$157,102		$203,399	$383,403

Ratios to average net assets:⁴
Net investment loss		(1.22)%		(1.19)%		(1.05)%		(0.78)%	(0.78)%
Expenses excluding specific expenses listed below		1.92%		1.94%		1.98%		2.04%	1.99%
Interest and fees from borrowings		0.00%⁵		0.00%⁵		0.00%		0.00%	0.00%

Total expenses⁶		1.92%		1.94%		1.98%		2.04%	1.99%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.91%		1.93%		1.92%		2.01%	1.97%

Portfolio turnover rate		65%		69%		79%		95%	41%

1. Represents the last business day of the Fund’s reporting period.

2. Per share amounts calculated based on the average shares outstanding during the period.

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Year Ended June 30, 2017	1.92	%
Year Ended June 30, 2016	1.94	%
Year Ended June 30, 2015	1.98	%
Year Ended June 30, 2014	2.04	%
Year Ended June 28, 2013	1.99	%

See accompanying Notes to Consolidated Financial Statements.

22 OPPENHEIMER GOLD & SPECIAL MINERALS FUND


Class I	Year Ended June 30, 2017		Year Ended June 30, 2016		Year Ended June 30, 2015		Year Ended June 30, 2014		Period Ended June 28, 2013^1,2
Per Share Operating Data
Net asset value, beginning of period		$19.94		$12.65		$19.96		$16.43	$35.07

Income (loss) from investment operations:
Net investment income (loss)³		(0.02)		(0.00)⁴		0.02		0.08	0.33
Net realized and unrealized gain (loss)		(2.42)		7.29		(6.94)		3.45	(18.97)

Total from investment operations		(2.44)		7.29		(6.92)		3.53	(18.64)

Dividends and/or distributions to shareholders:
Dividends from net investment income		(1.13)		0.00		(0.38)		0.00	0.00
Tax return of capital distribution		0.00		0.00		(0.01)		0.00	0.00

Total dividends and/or distributions to shareholders		(1.13)		0.00		(0.39)		0.00	0.00

Net asset value, end of period		$16.37		$19.94		$12.65		$19.96	$16.43


Total Return, at Net Asset Value⁵		(11.75)%		57.63%		(34.62)%		21.55%	(53.14)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)		$77,158		$69,889		$39,359		$53,114	$24,687

Average net assets (in thousands)		$69,428		$40,868		$44,106		$37,622	$4,739

Ratios to average net assets:⁶
Net investment income (loss)		(0.09)%		(0.02)%		0.16%		0.46%	2.62%
Expenses excluding specific expenses listed below		0.73%		0.75%		0.78%		0.73%	0.94%
Interest and fees from borrowings		0.00%⁷		0.00%⁷		0.00%		0.00%	0.00%

Total expenses⁸		0.73%		0.75%		0.78%		0.73%	0.94%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.73%⁹		0.74%		0.72%		0.71%	0.92%

Portfolio turnover rate		65%		69%		79%		95%	41%

1. Represents the last business day of the Fund’s reporting period.

2. For the period from October 26, 2012 (inception of offering) to June 28, 2013.

3. Per share amounts calculated based on the average shares outstanding during the period.

4. Less than $0.005 per share.

5. Assumes an initial 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.

6. Annualized for periods less than one full year.

7. Less than 0.005%.

8. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Year Ended June 30, 2017	0.73	%
Year Ended June 30, 2016	0.75	%
Year Ended June 30, 2015	0.78	%
Year Ended June 30, 2014	0.73	%
Period Ended June 28, 2013	0.94	%

9. Waiver was less than 0.005%

See accompanying Notes to Consolidated Financial Statements.

23 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued


Class R	Year Ended June 30, 2017		Year Ended June 30, 2016		Year Ended June 30, 2015		Year Ended June 30, 2014		Year Ended June 28, 2013¹

Per Share Operating Data
Net asset value, beginning of period		$18.98		$12.12		$19.11		$15.85	$28.23

Income (loss) from investment operations:
Net investment loss²		(0.12)		(0.09)		(0.08)		(0.05)	(0.08)
Net realized and unrealized gain (loss)		(2.31)		6.95		(6.63)		3.31	(12.30)

Total from investment operations		(2.43)		6.86		(6.71)		3.26	(12.38)

Dividends and/or distributions to shareholders:
Dividends from net investment income		(1.01)		0.00		(0.27)		0.00	0.00
Tax return of capital distribution		0.00		0.00		(0.01)		0.00	0.00

Total dividends and/or distributions to shareholders		(1.01)		0.00		(0.28)		0.00	0.00

Net asset value, end of period		$15.54		$18.98		$12.12		$19.11	$15.85



Total Return, at Net Asset Value³		(12.34)%		56.60%		(35.07)%		20.57%	(43.86)%


Ratios/Supplemental Data
Net assets, end of period (in thousands)		$136,979		$176,396		$102,624		$156,439	$115,079

Average net assets (in thousands)		$158,070		$108,402		$123,329		$134,936	$191,117

Ratios to average net assets:⁴
Net investment loss		(0.73)%		(0.70)%		(0.54)%		(0.29)%	(0.30)%
Expenses excluding specific expenses listed below		1.42%		1.43%		1.48%		1.57%	1.75%
Interest and fees from borrowings		0.00%⁵		0.00%⁵		0.00%		0.00%	0.00%

Total expenses⁶		1.42%		1.43%		1.48%		1.57%	1.75%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.41%		1.42%		1.42%		1.47%	1.52%

Portfolio turnover rate		65%		69%		79%		95%	41%

1. Represents the last business day of the Fund’s reporting period.

2. Per share amounts calculated based on the average shares outstanding during the period.

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Year Ended June 30, 2017	1.42	%
Year Ended June 30, 2016	1.43	%
Year Ended June 30, 2015	1.48	%
Year Ended June 30, 2014	1.57	%
Year Ended June 28, 2013	1.75	%

See accompanying Notes to Consolidated Financial Statements.

24 OPPENHEIMER GOLD & SPECIAL MINERALS FUND


Class Y	Year Ended June 30, 2017		Year Ended June 30, 2016		Year Ended June 30, 2015		Year Ended June 30, 2014		Year Ended June 28, 2013¹

Per Share Operating Data
Net asset value, beginning of period		$19.81		$12.59		$19.85		$16.37	$29.06

Income (loss) from investment operations:
Net investment income (loss)²		(0.05)		(0.02)		(0.01)		0.04	0.01
Net realized and unrealized gain (loss)		(2.41)		7.24		(6.90)		3.44	(12.70)

Total from investment operations		(2.46)		7.22		(6.91)		3.48	(12.69)

Dividends and/or distributions to shareholders:
Dividends from net investment income		(1.09)		0.00		(0.34)		0.00	0.00
Tax return of capital distribution		0.00		0.00		(0.01)		0.00	0.00
Total dividends and/or distributions to shareholders		(1.09)		0.00		(0.35)		0.00	0.00

Net asset value, end of period		$16.26		$19.81		$12.59		$19.85	$16.37



Total Return, at Net Asset Value³		(11.91)%		57.35%		(34.74)%		21.18%	(43.63)%


Ratios/Supplemental Data
Net assets, end of period (in thousands)		$152,334		$146,710		$102,438		$153,399	$125,407

Average net assets (in thousands)		$140,430		$101,745		$128,207		$141,136	$559,544

Ratios to average net assets:⁴
Net investment income (loss)		(0.28)%		(0.19)%		(0.04)%		0.24%	0.05%
Expenses excluding specific expenses listed below		0.92%		0.94%		0.98%		1.01%	1.19%
Interest and fees from borrowings		0.00%⁵		0.00%⁵		0.00%		0.00%	0.00%

Total expenses⁶		0.92%		0.94%		0.98%		1.01%	1.19%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.91%		0.93%		0.92%		0.97%	1.08%

Portfolio turnover rate		65%		69%		79%		95%	41%

1. Represents the last business day of the Fund’s reporting period.

2. Per share amounts calculated based on the average shares outstanding during the period.

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Year Ended June 30, 2017	0.92	%
Year Ended June 30, 2016	0.94	%
Year Ended June 30, 2015	0.98	%
Year Ended June 30, 2014	1.01	%
Year Ended June 28, 2013	1.19	%

See accompanying Notes to Consolidated Financial Statements.

25 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS June 30, 2017

1. Organization

Oppenheimer Gold & Special Minerals Fund (the “Fund”) is registered under the Investment Company Act of 1940 (“1940 Act”), 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 adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI.

The Fund offers Class A, Class C, Class I, Class R and Class Y shares, and previously offered Class B shares for new purchase through June 29, 2012. Subsequent to that date, no new purchases of Class B shares are permitted, however reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds are allowed. Purchases of Class R shares occurring on or after July 1, 2014, are not subject to a CDSC upon redemption. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class R shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a CDSC. Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. 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 R shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

The following is a summary of significant accounting policies followed in the Fund’s preparation of financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Basis for Consolidation. The Fund has established a Cayman Islands exempted company, Oppenheimer Gold & Special Minerals Fund (Cayman) Ltd., which is wholly-owned and controlled by the Fund (the “Subsidiary”). The Fund and Subsidiary are both managed by the Manager. The Fund may invest up to 25% of its total assets in the Subsidiary. The Subsidiary invests primarily in gold bullion and other precious metals, shares of exchange-traded funds that invest in gold bullion (“Gold ETFs”), commodity linked derivatives related to gold or other special minerals (including commodity futures, financial futures, options and swap

26 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

2. Significant Accounting Policies (Continued)

contracts), and certain fixed-income securities and other investments that may serve as margin or collateral for its derivatives positions. The Subsidiary is subject to the same investment restrictions and guidelines, and follows the same compliance policies and procedures, as the Fund.

The financial statements have been consolidated and include accounts of the Fund and the Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated. At period end, the Fund owned 16 shares with net assets of $236,435 in the Subsidiary.

Other financial information at period end:


Total market value of investments	$	—	*
Net assets	$	236,435
Net income (loss)	$	(29,750	)
Net realized gain (loss)	$	—
Net change in unrealized appreciation/depreciation	$	—

*At period end, the Subsidiary only held cash.

Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1) Value of investment securities, other assets and liabilities — at the exchange rates prevailing at Market Close as described in Note 3.

(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets and the values are presented at the foreign exchange rates at Market Close, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments shown in the Consolidated Statement of Operations.

For securities, which are subject to foreign withholding tax upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding tax reclaims recorded on 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 value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate.

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

27 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

class.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager.

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 value of the securities received. Withholding taxes on foreign dividends, if any, and capital gains taxes on foreign investments, if any, have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Consolidated Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Consolidated 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, based on the negative rolling average balance at an average 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.

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 Fund files income tax returns in U.S. federal and applicable state

28 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

2. Significant Accounting Policies (Continued)

jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended June 30, 2017, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

Subchapter M requires, among other things, that at least 90% of the Fund’s gross income be derived from securities or derived with respect to its business of investing in securities (typically referred to as “qualifying income”). Income from commodity-linked derivatives may not be treated as “qualifying income” for purposes of the 90% gross income requirement. The Internal Revenue Service (IRS) has previously issued a number of private letter rulings which conclude that income derived from commodity index-linked notes and investments in a wholly-owned subsidiary will be “qualifying income.” As a result, the Fund will gain exposure to commodities through commodity-linked notes and its wholly-owned subsidiary.

The IRS has suspended the granting of private letter rulings pending further review. As a result, there can be no assurance that the IRS will not change its position with respect to commodity-linked notes and wholly-owned subsidiaries. In addition, future legislation and guidance from the Treasury and the IRS may adversely affect the Fund’s ability to gain exposure to commodities through commodity-linked notes and its wholly-owned subsidiary.

The Fund is required to include in income for federal income tax purposes all of the subsidiary’s net income and gains whether or not such income is distributed by the subsidiary. Net income and gains from the subsidiary are generally treated as ordinary income by the Fund, regardless of the character of the subsidiary’s underlying income. Net losses from the subsidiary do not pass through to the Fund for federal income tax purposes.

The tax components of capital shown in the following table 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
$34,501,387		$—		$1,469,648,724	$98,640,667

1. At period end, the Fund had $1,469,443,747 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.


Expiring
No expiration		$ 1,469,443,747

2. The Fund had $204,977 of straddle losses which were deferred.

29 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

3. During the reporting period, the Fund utilized $66,961,816 of capital loss carryforward to offset capital gains realized in that fiscal year.

4. During the previous reporting period, 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 are determined in accordance with federal income tax requirements, which may differ from the character of net investment income or net realized gains presented in those financial statements in accordance with U.S. GAAP. 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 the reporting period. Net assets of the Fund were unaffected by the reclassifications.


Reduction		Increase
to Accumulated		to Accumulated Net
Net Investment		Realized Loss
Loss		on Investments
$40,584,467		$40,584,467

The tax character of distributions paid during the reporting periods:


	Year Ended June 30, 2017		Year Ended June 30, 2016
Distributions paid from:
Ordinary income	$ 67,922,050	$		—

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 at period end are noted in the following table. 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	$	982,822,753
Federal tax cost of other investments		(881,601)

Total federal tax cost	$	981,941,152

Gross unrealized appreciation	$	187,651,709
Gross unrealized depreciation		(89,011,042)

Net unrealized appreciation	$	98,640,667

Certain foreign countries impose a tax on capital gains which is accrued by the Fund based on unrealized appreciation, if any, on affected securities. The tax is paid when the gain is realized.

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP

30 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

2. Significant Accounting Policies (Continued)

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 increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncement. In October 2016, the Securities and Exchange Commission (“SEC”) adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is for reporting periods after August 1, 2017. OFI Global is currently evaluating the amendments and their impact, if any, on the Fund’s financial statements.

3. Securities Valuation

The Fund calculates the net asset value of its shares as of 4:00 P.M. Eastern time, on each day the New York Stock Exchange (the “Exchange”) is open for trading, except in the case of a scheduled early closing of the Exchange, in which case the Fund will calculate net asset value of the shares as of the scheduled early closing time of the Exchange.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a fair valuation for any security for which market quotations are not readily available. The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued primarily using unadjusted quoted market prices, when available, as supplied by third party pricing services or broker-dealers.

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Equity securities traded on a securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the official closing price on the principal exchange on which the security is traded, as identified by the Manager, prior to the time when the Fund’s assets are valued. If the official closing price is unavailable, the security is valued at the last sale price on the principal exchange on which it is traded, or if no sales occurred, the security is valued at the mean between the quoted bid and asked prices.

31 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

Over-the-counter equity securities are valued at the last published sale price, or if no sales occurred, at the mean between the quoted bid and asked prices. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the time when the Fund’s assets are valued.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

Securities for which market quotations are not readily available or a significant event has occurred that would materially affect the value of the security, the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Those standardized fair valuation methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager regularly compares prior day prices and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs may be used in determining the value of each of the Fund’s investments as of the reporting period end.

These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1) Level 1-unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

2) Level 2-inputs other than unadjusted quoted prices that are observable for the asset or

32 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

3. Securities Valuation (Continued)

liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

3) Level 3-significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The Fund classifies each of its investments in investment companies which are publicly offered as Level 1. Investment companies that are not publicly offered, if any, are classified as Level 2 in the fair value hierarchy.

The table below categorizes amounts that are included in the Fund’s Consolidated Statement of Assets and Liabilities at period end based on valuation input level:


	Level 1— Unadjusted Quoted Prices			Level 2— Other Significant Observable Inputs			Level 3— Significant Unobservable Inputs			Value

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	—	$		2,665,008	$		—	$		2,665,008
Industrials		—			50,997			—			50,997
Materials		835,998,046			201,213,545			13,321			1,037,224,912
Rights, Warrants and Certificates		47,232			—			23,134			70,366
Investment Company		40,901,081			—			—			40,901,081

Total Assets	$	876,946,359	$		203,929,550	$		36,455	$		1,080,912,364


Liabilities Table
Other Financial Instruments:
Options written, at value	$	(1,597,401)	$		—	$		—	$		(1,597,401)

Total Liabilities	$	(1,597,401)	$		—	$		—	$		(1,597,401)

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

4. Investments and Risks

Risks of Foreign Investing. The Fund may invest in foreign securities which are subject to special risks. Securities traded in foreign markets may be less liquid and more volatile than those traded in U.S. markets. Foreign issuers are usually not subject to the same accounting and disclosure requirements that U.S. companies are subject to, which may make it difficult for the Fund to evaluate a foreign company’s operations or financial condition. A change in the value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of investments denominated in that foreign currency and in the value of any income

33 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

4. Investments and Risks (Continued)

or distributions the Fund may receive on those investments. The value of foreign investments may be affected by exchange control regulations, foreign taxes, higher transaction and other costs, delays in the settlement of transactions, changes in economic or monetary policy in the United States or abroad, expropriation or nationalization of a company’s assets, or other political and economic factors. In addition, due to the inter-relationship of global economies and financial markets, changes in political and economic factors in one country or region could adversely affect conditions in another country or region. Investments in foreign securities may also expose the Fund to time-zone arbitrage risk. Foreign securities may trade on weekends or other days when the Fund does not price its shares. At times, the Fund may emphasize investments in a particular country or region and may be subject to greater risks from adverse events that occur in that country or region. Foreign securities and foreign currencies held in foreign banks and securities depositories may be subject to limited or no regulatory oversight.

Investments in Affiliated Funds. The Fund is permitted to invest in other mutual funds advised by the Manager (“Affiliated Funds”). Affiliated Funds are open-end management investment companies registered under the 1940 Act, as amended. The Manager is the investment adviser of, and the Sub-Adviser provides investment and related advisory services to, the Affiliated Funds. When applicable, the Fund’s investments in Affiliated Funds are included in the Consolidated Statement of Investments. Shares of Affiliated Funds are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of the Affiliated Funds’ expenses, including their management fee. 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 the Affiliated Funds.

Each of the Affiliated Funds in which the Fund invests has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in one Affiliated Fund than in another, the Fund will have greater exposure to the risks of that Affiliated Fund.

Investments in Money Market Instruments. The Fund is permitted to invest its free cash balances in money market instruments to provide liquidity or for defensive purposes. The Fund may invest in money market instruments by investing in Class E shares of Oppenheimer Institutional Government Money Market Fund (“IGMMF”), formerly known as Oppenheimer Institutional Money Market Fund, which is an Affiliated Fund. IGMMF is regulated as a money market fund under the 1940 Act, as amended. The Fund may also invest in money market instruments directly or in other affiliated or unaffiliated money market funds.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments.

34 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

4. Investments and Risks (Continued)

The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

Concentration Risk. Concentration risk is the risk that the Fund’s investments in securities of companies in one industry may cause it to be more exposed to changes in that industry or market sector as compared to a more broadly diversified fund.

The Fund invests primarily in the mining and metals industry.

5. Market Risk Factors

The Fund’s investments in securities and/or financial derivatives may expose the Fund to various market risk factors:

Commodity Risk. Commodity risk relates to the change in value of commodities or commodity indexes as they relate to increases or decreases in the commodities market. Commodities are physical assets that have tangible properties. Examples of these types of assets are crude oil, heating oil, metals, livestock, and agricultural products.

Credit Risk. Credit risk relates to the ability of the issuer of debt to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield debt securities are subject to credit risk to a greater extent than lower-yield, higher-quality securities.

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.

Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.

35 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

6. Use of Derivatives

The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance swaps and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. These instruments may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.

Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost due to unanticipated changes in the market risk factors and the overall market. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.

Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund.

The Fund’s actual exposures to these market risk factors and associated risks during the period are discussed in further detail, by derivative type, below.

Option Activity

The Fund may buy and sell put and call options, or write put and call options. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security, currency or other underlying financial instrument at a fixed price, upon exercise of the option.

Options can be traded through an exchange or through a privately negotiated arrangement with a dealer in an OTC transaction. Options traded through an exchange are generally cleared through a clearinghouse (such as The Options Clearing Corporation). The difference between the premium received or paid, and market value of the option, is recorded as unrealized appreciation or depreciation. The net change in unrealized appreciation or depreciation is reported in the Consolidated Statement of Operations. When an option is exercised, the cost of the security purchased or the proceeds of the security sale are adjusted by the amount of premium received or paid. Upon the expiration or closing of the option

36 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

6. Use of Derivatives (Continued)

transaction, a gain or loss is reported in the Consolidated Statement of Operations.

Index/Security Options. The Fund may purchase or write call and put options on individual equity securities and/or equity indexes to increase or decrease exposure to equity risk. A purchased call or written put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price. A purchased put or written call option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

At period end, the Fund had no purchased options outstanding.

Options written, if any, are reported in a schedule following the Consolidated Statement of Investments and as a liability in the Consolidated Statement of Assets and Liabilities. Securities held in collateral accounts to cover potential obligations with respect to outstanding written options are noted in the Consolidated Statement of Investments.

The risk in writing a call option is that the market price of the security increases and if the option is exercised, the Fund must either purchase the security at a higher price for delivery or, if the Fund owns the underlying security, give up the opportunity for profit. 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 that there may be an illiquid market where the Fund is unable to close the contract.

During the reporting period, the Fund had an ending monthly average market value of $2,216,903 and $2,281,857 on written call options and written put options, respectively.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

Written option activity for the reporting period was as follows:


	Number of			Amount of
	Contracts			Premiums

Options outstanding as of June 30, 2016		86,905		$ 9,881,801
Options written		112,400		13,200,433
Options closed or expired		(136,037	)	(14,816,490)
Options exercised		(38,268	)	(6,085,752)

Options outstanding as of June 30, 2017		25,000		$ 2,179,992

Counterparty Credit Risk. Derivative positions are subject to the risk that the counterparty will not fulfill its obligation to the Fund. The Fund intends to enter into derivative transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Consolidated Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

37 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

6. Use of Derivatives (Continued)

The Fund’s risk of loss from counterparty credit risk on exchange-traded derivatives cleared through a clearinghouse and for centrally cleared swaps is generally considered lower than as compared to OTC derivatives. However, counterparty credit risk exists with respect to initial and variation margin deposited/paid by the Fund that is held in futures commission merchant, broker and/or clearinghouse accounts for such exchange-traded derivatives and for centrally cleared swaps.

With respect to centrally cleared swaps, such transactions will be submitted for clearing, and if cleared, will be held in accounts at futures commission merchants or brokers that are members of clearinghouses. While brokers, futures commission merchants and clearinghouses are required to segregate customer margin from their own assets, in the event that a broker, futures commission merchant or clearinghouse becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the broker, futures commission merchant or clearinghouse for all its customers, U.S. bankruptcy laws will typically allocate that shortfall on a pro-rata basis across all the broker’s, futures commission merchant’s or clearinghouse’s customers, potentially resulting in losses to the Fund.

There is the risk that a broker, futures commission merchant or clearinghouse will decline to clear a transaction on the Fund’s behalf, and the Fund may be required to pay a termination fee to the executing broker with whom the Fund initially enters into the transaction. Clearinghouses may also be permitted to terminate centrally cleared swaps at any time. The Fund is also subject to the risk that the broker or futures commission merchant will improperly use the Fund’s assets deposited/paid as initial or variation margin to satisfy payment obligations of another customer. In the event of a default by another customer of the broker or futures commission merchant, the Fund might not receive its variation margin payments from the clearinghouse, due to the manner in which variation margin payments are aggregated for all customers of the broker/futures commission merchant.

Collateral and margin requirements differ by type of derivative. Margin requirements are established by the broker, futures commission merchant or clearinghouse for exchange-traded and cleared derivatives, including centrally cleared swaps. Brokers, futures commission merchants and clearinghouses can ask for margin in excess of the regulatory minimum, or increase the margin amount, in certain circumstances.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported separately on the Consolidated Statement of Assets and Liabilities as cash pledged as collateral. Non-cash collateral pledged by the Fund, if any, is noted in the Consolidated Statement of Investments. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold (e.g. $250,000) before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance.

The following table presents the valuations of derivative instruments by risk exposure as reported within the Consolidated Statement of Assets and Liabilities at period end:

38 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

6. Use of Derivatives (Continued)


	Liability Derivatives
Derivatives
Not Accounted	Consolidated
for as Hedging	Statement of Assets
Instruments	and Liabilities Location		Value

Equity contracts	Options written, at value	$		1,597,401

The effect of derivative instruments on the Consolidated Statement of Operations is as follows:

Amount of Realized Gain or (Loss) Recognized on Derivatives

Investment

transactions

in unaffiliated

companies

Closing and

(including

expiration

premiums

of option

Derivatives Not Accounted for as

on options

contracts

Hedging Instruments

exercised)*

written

Total

Equity contracts

4,964,804

14,816,490

19,781,294

*Includes purchased option contracts, purchased swaption contracts, written option contracts exercised and written swaption contracts exercised if any.


Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
		Option
Derivatives Not Accounted for as		contracts
Hedging Instruments		written

Equity contracts		$ 5,386,774

7. 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, 2017						Year Ended June 30, 2016
	Shares			Amount			Shares			Amount

Class A
Sold		15,417,822		$	279,091,199			21,244,469		$	286,988,591
Dividends and/or distributions reinvested		2,357,436			35,290,812			—			—
Redeemed		(22,742,267	)		(400,022,167	)		(20,786,324	)		(279,514,685)

Net increase (decrease)		(4,967,009	)	$	(85,640,156	)		458,145		$	7,473,906



Class B
Sold		31,402		$	561,882			85,539		$	1,050,775
Dividends and/or distributions reinvested		18,138			254,653			—			—
Redeemed		(363,550	)		(6,050,420	)		(512,325	)		(5,896,380)

Net decrease		(314,010	)	$	(5,233,885	)		(426,786	)	$	(4,845,605)

39 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

7. Shares of Beneficial Interest (Continued)


	Year Ended June 30, 2017				Year Ended June 30, 2016
		Shares		Amount		Shares		Amount

Class C
Sold		2,542,765	$	41,983,903		2,762,482	$	34,533,680
Dividends and/or distributions reinvested		570,027		7,849,273		—		—
Redeemed		(3,682,358)		(58,160,208)		(3,362,908)		(39,245,478)

Net decrease		(569,566)	$	(8,327,032)		(600,426)	$	(4,711,798)


Class I
Sold		2,221,368	$	37,705,526		1,967,387	$	27,323,536
Dividends and/or distributions reinvested		267,957		4,024,718		—		—
Redeemed		(1,280,786)		(22,781,399)		(1,573,058)		(20,162,698)

Net increase		1,208,539	$	18,948,845		394,329	$	7,160,838


Class R
Sold		5,412,937	$	91,831,378		5,604,441	$	72,770,435
Dividends and/or distributions reinvested		576,039		8,243,111		—		—
Redeemed		(6,467,952)		(107,528,767)		(4,773,052)		(62,028,901)

Net increase (decrease)		(478,976)	$	(7,454,278)		831,389	$	10,741,534


Class Y
Sold		6,740,952	$	116,183,269		5,878,110	$	75,988,727
Dividends and/or distributions reinvested		454,689		6,788,506		—		—
Redeemed		(5,233,189)		(90,130,183)		(6,606,014)		(86,728,199)

Net increase (decrease)		1,962,452	$	32,841,592		(727,904)	$	(10,739,472)

8. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IGMMF, for the reporting period were as follows:


	Purchases		Sales

Investment securities	$	763,730,089	$	894,227,463

9. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:

40 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

9. Fees and Other Transactions with Affiliates (Continued)


Fee Schedule
Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Next $2.2 billion	0.60
Next $1.0 billion	0.59
Next $2.0 billion	0.58
Next $4.0 billion	0.57
Over $10 billion	0.56

The Manager also provides investment management related services to the Subsidiary. The Subsidiary pays the Manager a monthly management fee at an annual rate according to the above schedule. The Subsidiary also pays certain other expenses including custody and directors’ fees.

The Fund’s effective management fee for the reporting period was 0.67% of average annual net assets before any Subsidiary management fees or any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund and the Subsidiary. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund and the Subsidiary, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets, which shall be calculated after any applicable fee waivers. Fees incurred and average net assets for each class with respect to these services are detailed in the Consolidated Statement of Operations and Consolidated Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

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

41 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

9. Fees and Other Transactions with Affiliates (Continued)

Independent Trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the reporting period, the Fund’s projected benefit obligations, payments to retired Trustees and accumulated liability were as follows:


Projected Benefit Obligations Increased	$	—
Payments Made to Retired Trustees		8,793
Accumulated Liability as of June 30, 2017		63,549

The Fund’s Board of Trustees (“Board”) 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 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 Consolidated 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 with the compensation deferral plan.

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 (the “Plan”) for Class A shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund 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 daily 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 service 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 Consolidated Statement of Operations.

Distribution and Service Plans for Class B, Class C and Class R Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class R shares pursuant to Rule 12b-1 under the 1940 Act to compensate the Distributor for distributing those share classes, maintaining accounts and providing shareholder services. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares’ daily net assets and 0.25% on Class R shares’ daily net assets. The Fund also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets. The Plans

42 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

9. Fees and Other Transactions with Affiliates (Continued)

continue in effect from year to year only if the Fund’s Board of Trustees votes annually to approve their continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Consolidated Statement of Operations.

Sales Charges. Front-end sales charges and 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 R

Class A

Contingent

Front-End

Deferred

Sales Charges

Retained by

Year Ended

Distributor

June 30, 2017

$181,134

$1,119

$7,361

$40,849

$—

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive the management fee it receives from the Fund in an amount equal to the management fee it receives from the Subsidiary. During the reporting period, the Manager waived $1,874. This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

Effective January 1, 2017, the Transfer Agent has voluntarily agreed to waive fees and/or reimburse Fund expenses in an amount equal to 0.015% of average annual net assets for Classes A, B, C, R and Y.

During the reporting period, the Transfer Agent waived fees and/or reimbursed the Fund for transfer agent and shareholder servicing agent fees as follows:


Class A	$	45,434
Class B		286
Class C		10,718
Class R		10,863
Class Y		10,268

This fee waiver and/or reimbursement may be terminated 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 IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $27,946 for IGMMF management fees. This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

10. Borrowings and Other Financing

Joint Credit Facility. A number of mutual funds managed by the Manager participate in a $1.3 billion revolving credit facility (the “Facility”) intended to provide short-term financing,

43 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Continued

10. Borrowings and Other Financing (Continued)

if necessary, subject to certain restrictions in connection with atypical redemption activity. Expenses and fees related to the Facility are paid by the participating funds and are disclosed separately or as other expenses on the Consolidated Statement of Operations. The Fund did not utilize the Facility during the reporting period.

44 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 consolidated statement of assets and liabilities of Oppenheimer Gold & Special Minerals Fund and subsidiary, including the consolidated statement of investments, as of June 30, 2017, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the years in the two-year period then ended, and the consolidated financial highlights for each of the years or periods in the five-year period then ended. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated 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, 2017, by correspondence with the custodian, transfer agent 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 consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Gold & Special Minerals Fund and subsidiary as of June 30, 2017, the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the consolidated financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

August 11, 2017

45 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2017, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2016.

Dividends, if any, paid by the Fund during the reporting period which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 2.28% 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 reporting period 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. The maximum amount allowable but not less than $16,692,899 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2017, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

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 reporting period, the maximum amount allowable but not less than $105,391 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

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. The maximum amount allowable but not less than $1,248,975 of foreign income taxes were paid by the Fund during the reporting period. 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 the maximum amount allowable but not less than $12,273,664 was derived from sources within foreign countries or possessions of the United States.

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.

46 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Guidelines 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 Guidelines is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), (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.CALL OPP (225.5677), 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 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.

Householding—Delivery of Shareholder Documents

This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus (or, if available, the fund’s summary prospectus), annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.

Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus (or, if available, the summary prospectus), reports and privacy policy within 30 days of receiving your request to stop householding.

47 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with the Fund, Length of Service, Year of Birth		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

Brian F. Wruble, Chairman of the Board of Trustees (since 2007) and Trustee (since 2005) Year of Birth: 1943		Governor of Community Foundation of the Florida Keys (non-profit) (since July 2012); Director of TCP Capital, Inc. (since November 2015); Chairman Emeritus and Trustee (since August 2011) of The Jackson Laboratory (non-profit); Member of Zurich Insurance Group’s Investment Management Advisory Council (insurance) (October 2004-February 2017); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Sub-Adviser’s parent company) (September 2004-June 2015); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 57 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Beth Ann Brown, Trustee (since 2016) Year of Birth: 1968		Advisor, Board of Advisors of Caron Engineering Inc. (since December 2014); Independent Consultant (since September 2012); held the following positions at Columbia Management Investment Advisers LLC: Head of Intermediary Distribution (2008-2012), Managing Director, Strategic Relations (2005-2008), Managing Director, Head of National Accounts (2004-2005); Senior Vice President, National Account Manager (2002-2004), Senior Vice President, Key Account Manager (1999-2002) and Vice President, Key Account Manager (1996-1999) of Liberty Funds Distributor, Inc.; President and Director, of Acton Shapleigh Youth Conservation Corps (non -profit) (2012-2015); and Vice President and Director of Grahamtastic Connection (non -profit) (since May 2013). Oversees 57 portfolios in the OppenheimerFunds complex. Ms. Brown has served on the Boards of certain Oppenheimer funds since January 2016, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Edmund P. Giambastiani, Jr., Trustee (since 2013) Year of Birth: 1948		Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (since April 2012); Director of Mercury Defense Systems Inc. (information technology) (August 2011-February 2013); Trustee of the U.S. Naval Academy Foundation Athletic & Scholarship Program (since November 2010); Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory (federally-funded research development center) (since May 2010); Director of The Boeing Company (aerospace and defense) (since October 2009); Trustee of MITRE Corporation (federally-funded research development center) (since September 2008); Independent Director of QinetiQ Group Plc (defense technology and security) (February 2008-August 2011); Chairman of Monster

48 OPPENHEIMER GOLD & SPECIAL MINERALS FUND


Edmund P. Giambastiani, Jr., Continued		Worldwide, Inc. (on-line career services) (March 2015-November 2016), Director of Monster Worldwide, Inc. (on-line career services) (February 2008-June 2011); Lead Director (June 2011-March 2015); Chairman of Alenia North America, Inc. (military and defense products) (January 2008-October 2009); Director of SRA International, Inc. (information technology and services) (January 2008-July 2011); President of Giambastiani Group LLC (national security and energy consulting) (since October 2007); United States Navy, career nuclear submarine officer (June 1970-October 2007), Vice Chairman of the Joint Chiefs of Staff (2005-October 2007), Supreme Allied Commander of NATO Commander Transformation (2003-2005), Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Central Intelligence Agency. He recently completed serving as a federal commissioner on the Military Compensation and Retirement Modernization Commission. Oversees 57 portfolios in the OppenheimerFunds complex. Admiral Giambastiani has served on the Boards of certain Oppenheimer funds since February 2013, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. For purposes of this report, Admiral Giambastiani is identified as a Trustee.

Elizabeth Krentzman, Trustee (since 2014) Year of Birth: 1959		Director of Cartica Management, LLC Funds (private investment funds) (since 2017); Trustee of University of Florida Law Center Association, Inc. (since 2016); Member of University of Florida Law Advisory Board, Washington, DC Alumni Group (since 2015); Advisory Board Member of the Securities and Exchange Commission Historical Society (since 2007); held the following positions at Deloitte & Touche LLP: Principal and Chief Regulatory Advisor for Asset Management Services (2007 - 2014) and U.S. Mutual Fund Leader (2011 - 2014); General Counsel of the Investment Company Institute (trade association) (June 2004 - April 2007); held the following positions at Deloitte & Touche LLP: National Director of the Investment Management Regulatory Consulting Practice (1997 - 2004), Principal (2003 - 2004), Director (1998 - 2003) and Senior Manager (1997 - 1998); Assistant Director of the Division of Investment Management - Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission (1996 - 1997) and various positions with the Division of Investment Management – Office of Regulatory Policy (1991 - 1996) of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray LLP (1987 – 1991). Oversees 57 portfolios in the OppenheimerFunds complex. Ms. Krentzman has served on the Boards of certain Oppenheimer funds since August 2014, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Mary F. Miller, Trustee (since 2004) Year of Birth: 1942		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (October 1998-November 2011); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 57 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

49 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Joel W. Motley, Trustee (since 2002) Year of Birth: 1952		Director of Office of Finance Federal Home Loan Bank (since September 2016); Director of Greenwall Foundation (since October 2013); Member of Board and Investment Committee of The Greenwall Foundation (since April 2013); Member of the Vestry of Trinity Wall Street (since April 2012); Director of Southern Africa Legal Services Foundation (since March 2012); Board Member of Pulitzer Center for Crisis Reporting (non-profit journalism) (since March 2011); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch (since July 2000) and Member of the Investment Committee and Board of Historic Hudson Valley (since February 2010). Oversees 57 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joanne Pace, Trustee (since 2012) Year of Birth: 1958		Advisory Board Director of Massey Quick and Company, LLC (since October 2014); Board Director of Horizon Blue Cross Blue Shield of New Jersey (since November 2012); Advisory Board Director of The Alberleen Group LLC (since March, 2012); Board Member (since January 2015), Board Member of 100 Women in Hedge Funds (non-profit) (since January 2015); Advisory Council Member of Morgan Stanley Children’s Hospital (non-profit) (since May, 2012); Senior Advisor of SECOR Asset Management, LP (2010-2011); Managing Director and Chief Operating Officer of Morgan Stanley Investment Management (2006-2010); Partner and Chief Operating Officer of FrontPoint Partners, LLC (hedge fund) (2005-2006); held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), Global Head of Operations and Product Control (2003- 2004); held the following positions at Morgan Stanley: Managing Director (1997- 2003), Controller and Principal Accounting Officer (1999-2003); Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012); Board Director of Managed Funds Association (2008- 2010); Board Director of Morgan Stanley Foundation (2007-2010) and Investment Committee Chair (2008-2010). Oversees 57 portfolios in the OppenheimerFunds complex. Ms. Pace has served on the Boards of certain Oppenheimer funds since November 2012, including as an Advisory Board Member for certain Oppenheimer funds, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. For purposes of this report, Ms. Pace is identified as a Trustee.

50 OPPENHEIMER GOLD & SPECIAL MINERALS FUND


Daniel Vandivort, Trustee (since 2014) Year of Birth: 1954		Treasurer, Chairman of the Audit and Finance Committee (since January 2016); Chairman and Lead Independent Director/Trustee (March 2010-September 2014), Chairman of the Audit Committee (March 2009-September 2014) and Director/Trustee (December 2008-September 2014) of the Board of Directors/Trustees of Value Line Funds; Trustee, Board of Trustees of Huntington Disease Foundation of America (since January 2015 and June 2007-December 2013); Trustee, Board of Trustees, RIM Retirement Savings Plan (2005-2007); President and Chief Investment Officer, Robeco Investment Management, formerly known as Weiss Peck and Greer (January 2005-June 2007); Member, Management Committee of Robeco Investment Management (2001-2007); Chairman and Trustee of the Board of Trustees of Weiss, Peck and Greer Funds (2004-2005); Managing Director and Head of Fixed Income, Weiss, Peck and Greer (November 1994-January 2005); Managing Director and Head of Fixed Income, CS First Boston Investment Management (January 1992-November 1994); Director, Global Product Development, First Boston Asset Management (November 1989 to January 1992); Vice President, Fixed Income Sales, First Boston Corp. (May 1984-November 1989). Oversees 57 portfolios in the OppenheimerFunds complex. Mr. Vandivort has served on the Boards of certain Oppenheimer funds since 2014, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE AND OFFICER		Mr. Steinmetz is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as Chairman of the Sub-Adviser and officer and director of the Manager. Both as a Trustee and as an officer, Mr. Steinmetz serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Steinmetz’s address is 225 Liberty Street, New York, New York 10281-1008.

Arthur P. Steinmetz, Trustee (since 2015), President and Principal Executive Officer (since 2014) Year of Birth: 1958		Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 99 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Mr. Li, and Mss. Lo Bessette, Mss. Foxson and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Petersen, 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 (since 1997) Year of Birth: 1954		Senior Vice President of the Sub-Adviser (since June 2011); Vice President of the Sub-Adviser (November 1998-May 2011); Assistant Vice President of the Sub-Adviser (January 1997-November 1998). An officer in the OppenheimerFunds complex.

51 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Cynthia Lo Bessette, Secretary and Chief Legal Officer (since 2016) Year of Birth: 1969		Executive Vice President, General Counsel and Secretary of OFI Global Asset Management, Inc. (since February 2016); Chief Legal Officer of OppenheimerFunds, Inc. and the Distributor (since February 2016); Vice President, General Counsel and Secretary of Oppenheimer Acquisition Corp. (since February 2016); General Counsel of OFI SteelPath, Inc., VTL Associates, LLC and Index Management Solutions, LLC (since February 2016); Chief Legal Officer of OFI Global Institutional, Inc., HarbourView Asset Management Corporation, OFI Global Trust Company, Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Shareholder Services, Inc. and Trinity Investment Management Corporation (since February 2016); Senior Vice President and Deputy General Counsel (March 2015-February 2016) and Executive Vice President, Vice President, Corporate Counsel (February 2012-March 2015) and Deputy Chief Legal Officer (April 2013-March 2015) of Jennison Associates LLC; Assistant General Counsel (April 2008-September 2009) and Deputy General Counsel (October 2009-February 2012) of Lord Abbett & Co. LLC. An officer of 99 portfolios in the OppenheimerFunds complex.

Jennifer Foxson, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969		Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of OppenheimerFunds, Inc. (January 1998-March 2006); Assistant Vice President of OppenheimerFunds, Inc. (October 1991-December 1998). An officer of 99 portfolios in the OppenheimerFunds complex.

Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973		Senior Vice President and Chief Compliance Officer of OFI Global Asset Management, Inc. (since March 2014); Chief Compliance Officer of Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Chief Compliance Officer of VTL (since December 2015); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 99 portfolios in the OppenheimerFunds complex.

Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer (since 2016) Year of Birth: 1970		Senior Vice President of OFI Global Asset Management, Inc. (since January 2017); Vice President of OFI Global Asset Management, Inc. (January 2013-January 2017); Vice President of Sub-Adviser (February 2007-December 2012); Assistant Vice President of Sub-Adviser (August 2002-2007). An officer of 99 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers is available without charge upon request, by calling 1.800.CALL OPP (225.5677).

52 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

OPPENHEIMER GOLD & SPECIAL MINERALS FUND


Manager		OFI Global Asset Management, Inc.

Sub-Adviser		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder Servicing Agent		OFI Global Asset Management, Inc.

Sub-Transfer Agent		Shareholder Services, Inc. DBA OppenheimerFunds Services

Independent Registered Public Accounting Firm		KPMG LLP

Legal Counsel		Kramer Levin Naftalis & Frankel LLP

53 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

As an Oppenheimer fund shareholder, you are entitled to know how we protect your personal information and how we limit its disclosure.

Information Sources

We obtain nonpublic personal information about our shareholders from the following sources:

●

Applications or other forms

●

When you create a user ID and password for online account access

●

When you enroll in eDocs Direct,^SM our electronic document delivery service

●

Your transactions with us, our affiliates or others

●

Technologies on our website, including: “cookies” and web beacons, which are used to collect data on the pages you visit and the features you use.

If you visit oppenheimerfunds.com and do not log on to the secure account information areas, we do not obtain any personal information about you. When you do log on to a secure area, we do obtain your user ID and password to identify you. We also use this information to provide you with products and services you have requested, to inform you about products and services that you may be interested in and assist you in other ways.

We do not collect personal information through our website unless you willingly provide it to us, either directly by email or in those areas of the website that request information. In order to update your personal information (including your mailing address, email address and phone number) you must first log on and visit your user profile.

If you have set your browser to warn you before accepting cookies, you will receive the warning message with each cookie. You can refuse cookies by turning them off in your browser. However, doing so may limit your access to certain sections of our website.

We use cookies to help us improve and manage our website. For example, cookies help us recognize new versus repeat visitors to the site, track the pages visited, and enable some special features on the website. This data helps us provide a better service for our website visitors.

Protection of Information

We do not disclose any non-public personal information (such as names on a customer list) about current or former customers to anyone, except as permitted by law.

Disclosure of Information

Copies of confirmations, account statements and other documents reporting activity in your fund accounts are made available to your financial advisor (as designated by you). We may also use details about you and your investments to help us, our financial service affiliates, or firms that jointly market their financial products and services with ours, to better serve your investment needs or suggest educational material that may be of interest to you. If this requires us to provide you with an opportunity to “opt in” or “opt out” of such information sharing with a firm not affiliated with us, you will receive notification on how to do so, before any such sharing takes place.

Right of Refusal

We will not disclose your personal information to unaffiliated third parties (except as permitted by law), unless we first offer you a reasonable opportunity to refuse or “opt out” of such disclosure.

54 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

Internet Security and Encryption

In general, the email services provided by our website are encrypted and provide a secure and private means of communication with us. To protect your own privacy, confidential and/or personal information should only be communicated via email when you are advised that you are using a secure website. As a security measure, we do not include personal or account information in non-secure emails, and we advise you not to send such information to us in non-secure emails. Instead, you may take advantage of the secure features of our website to encrypt your email correspondence. To do this, you will need to use a browser that supports Secure Sockets Layer (SSL) protocol.

●

All transactions, including redemptions, exchanges and purchases, are secured by SSL and 256-bit encryption. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.

●

Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.

●

You can exit the secure area by either closing your browser, or for added security, you can use the Log Out button before you close your browser.

Other Security Measures

We maintain physical, electronic and procedural safeguards to protect your personal account information. Our employees and agents have access to that information only so that they may offer you products or provide services, for example, when responding to your account questions.

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, safeguard that information. Also, take special precautions when accessing your account on a computer used by others.

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated November 2016. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com or call us at 1.800.CALL OPP (225.5677).

55 OPPENHEIMER GOLD & SPECIAL MINERALS FUND

LOGO

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The Right Way

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Visit us at oppenheimerfunds.com for 24-hr access to account information and transactions or call us at 800.CALL OPP (800.225.5677) for 24-hr automated information and automated transactions. Representatives also available Mon–Fri 8am-8pm ET.

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Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

225 Liberty Street, New York, NY 10281-1008

RA0410.001.0617 August 11, 2017

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 Joanne Pace, the Board’s Audit Committee Chairwoman, is an audit committee financial expert and that Ms. Pace is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a)	Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $61,600 in fiscal 2017 and $47,000 in fiscal 2016.

(b)	Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $7,000 in fiscal 2017 and $3,193 in fiscal 2016.

The principal accountant for the audit of the registrant’s annual financial statements billed $320,775 in fiscal 2017 and $471,735 in fiscal 2016 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, GIPS attestation procedures, and additional audit services

(c)

Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2017 and no such fees in fiscal 2016.

The principal accountant for the audit of the registrant’s annual financial statements billed $710,580 in fiscal 2017 and $371,191 in fiscal 2016 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: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals,

tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d)	All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2017 and no such fees in fiscal 2016.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2017 and no such fees in fiscal 2016 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such fees would include the cost to the principal accountant of attending audit committee meetings and consultations regarding the registrant’s retirement plan with respect to its Trustees.

(e)	(1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.

The audit committee has delegated pre-approval authority to its Chairwoman 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 may be 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 its 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) 0%

(f)	Not applicable as less than 50%.

(g)

The principal accountant for the audit of the registrant’s annual financial statements billed $1,038,355 in fiscal 2017 and $846,119 in fiscal 2016 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

(h)	The registrant’s audit committee of the board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser,

and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

b) 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

None

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 6/30/2017, 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/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer
Date:		8/15/2017

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/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer
Date:		8/15/2017


By:		/s/ Brian S. Petersen
		Brian S. Petersen
		Principal Financial Officer
Date:		8/15/2017