UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-PX

 ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY



Investment Company Act file number:                                    811-3694

Exact name of registrant as specified in charter:                      Oppenheimer Gold & Special Minerals Fund

Address of principal executive offices:                                6803 South Tucson Way
                                                                       Centennial, CO 80112

Name and address of agent for service:                                 Two World Financial Center
                                                                       225 Liberty Street
                                                                       New York, NY 10281-1008

Registrant's telephone number, including area code:                    303-768-3200

Date of fiscal year end:                                               6/30

Date of reporting period:                                              07/01/2005-06/30/2006

Item 1.           Proxy Voting Record


******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-03694
Reporting Period: 07/01/2005 - 06/30/2006
Oppenheimer Gold & Special Minerals Fund









=================== OPPENHEIMER GOLD & SPECIAL MINERALS FUND ===================


AGNICO-EAGLE MINES LTD.

Ticker:       AEM.           Security ID:  008474108
Meeting Date: MAY 12, 2006   Meeting Type: Annual/Special
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leanne M. Baker            For       For        Management
1.2   Elect Director Douglas R. Beaumont        For       For        Management
1.3   Elect Director Sean Boyd                  For       For        Management
1.4   Elect Director Bernard Kraft              For       For        Management
1.5   Elect Director Mel Leiderman              For       For        Management
1.6   Elect Director James D. Nasso             For       For        Management
1.7   Elect Director Eberhard Scherkus          For       For        Management
1.8   Elect Director Howard R. Stockford        For       For        Management
1.9   Elect Director Pertti Voutilainen         For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Amend Stock Option Plan                   For       For        Management


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ALAMOS GOLD INC.

Ticker:       AGI.           Security ID:  011527108
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Eight          For       For        Management
2.1   Elect Director Alan R. Hill               For       For        Management
2.2   Elect Director John A. McCluskey          For       For        Management
2.3   Elect Director Leonard Harris             For       For        Management
2.4   Elect Director James M. McDonald          For       For        Management
2.5   Elect Director Richard W. Hughes          For       For        Management
2.6   Elect Director Brian W. Penny             For       For        Management
2.7   Elect Director Mark Wayne                 For       For        Management
2.8   Elect Director John F. Van De Beuken      For       For        Management
3     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors


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AMERIGO RESOURCES LTD.

Ticker:       ARG.           Security ID:  03074G109
Meeting Date: JUN 20, 2006   Meeting Type: Annual/Special
Record Date:  MAY 2, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
2     Elect Steven G. Dean as Class III         For       For        Management
      Director
3     Elect Sidney Robinson as Class III        For       For        Management
      Director
4     Amend Stock Option Plan                   For       Against    Management
5     Other Business                            For       Against    Management


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ANGANG NEW STEEL COMPANY

Ticker:                      Security ID:  Y0132D105
Meeting Date: JUN 20, 2006   Meeting Type: Annual
Record Date:  MAY 19, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Report of the Board of Directors   For       For        Management
2     Accept Report of the Supervisory          For       For        Management
      Committee
3     Accept Financial Statements and Statutory For       For        Management
      Reports
4     Approve Proposed Profit Distribution Plan For       For        Management
5     Approve Remuneration of Directors and     For       For        Management
      Supervisors
6     Approve Auditors for 2006 and Authorize   For       For        Management
      Board to Fix Their Remuneration
7a    Elect Liu Jie as Executive Director       For       For        Management
7b    Elect Tang Fuping as Executive Director   For       For        Management
7c    Elect Yang Hua as Executive Director      For       For        Management
7d    Elect Wang Chunming as Executive Director For       For        Management
7e    Elect Huang Haodong as Executive Director For       For        Management
7f    Elect Lin Daqing as Executive Director    For       For        Management
7g    Elect Fu Wei as Executive Director        For       For        Management
7h    Elect Fu Jihui as Executive Director      For       For        Management
7i    Elect Yu Wanyuan as Non-Executive         For       For        Management
      Director
7j    Elect Wu Xichun as Independent            For       Against    Management
      Non-Executive Director
7k    Elect Wang Linsen as Independent          For       For        Management
      Non-Executive Director
7l    Elect Liu Yongze as Independent           For       For        Management
      Non-Executive Director
7m    Elect Francis Li Chak Yan as Independent  For       For        Management
      Non-Executive Director
7n    Elect Wang Xiaobin as Independent         For       For        Management
      Non-Executive Director
8a    Elect Qi Cong as Supervisor               For       For        Management
8b    Elect Zhang Lifen as Supervisor           For       For        Management
8c    Elect Shan Mingyi as Supervisor           For       For        Management
9     Change Company Name                       For       For        Management
10    Amend Articles of Association             For       For        Management
11    Amend Rules of Procedure for the General  For       For        Management
      Meetings of the Shareholders
12    Amend Rules of Procedure for the Meetings For       For        Management
      of the Board of Directors
13    Amend Rules of Procedure for the          For       For        Management
      Meeetings of the Supervisory Committee


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ANGLOGOLD ASHANTI LTD.

Ticker:       AU             Security ID:  035128206
Meeting Date: APR 10, 2006   Meeting Type: Special
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     RESOLVED AS AN ORDINARY RESOLUTION AND AS For       For        Management
      A SPECIFIC AUTHORITY TO ISSUE SECURITIES
      FOR CASH IN TERMS OF THE LISTINGS
      REQUIREMENTS OF THE JSE LIMITED ( JSE ),
      ALL AS MORE FULLY DESCRIBED IN THE PROXY
      STATEMENT.
2     DIRECTORS  AUTHORITY TO ALLOT AND ISSUE   For       For        Management
      SHARES FOR CASH SUBJECT TO SPECIFIC
      AUTHORITY, ALL AS MORE FULLY DESCRIBED IN
      THE PROXY STATEMENT.


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BALLARAT GOLDFIELDS NL

Ticker:                      Security ID:  Q1253P124
Meeting Date: MAR 27, 2006   Meeting Type: Special
Record Date:  MAR 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Past Issuance of 150 Million       For       For        Management
      Shares Made on Nov. 28, 2005 at AUD 0.30
      Each to Institutional Clients to Raise
      AUD 45 Million


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BARRICK GOLD CORP.

Ticker:       ABX.           Security ID:  067901108
Meeting Date: MAY 4, 2006    Meeting Type: Annual/Special
Record Date:  MAR 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H.L. Beck                  For       For        Management
1.2   Elect Director C.W.D. Birchall            For       For        Management
1.3   Elect Director D.J. Carty                 For       For        Management
1.4   Elect Director G. Cisneros                For       For        Management
1.5   Elect Director M.A. Cohen                 For       For        Management
1.6   Elect Director P.A. Crossgrove            For       For        Management
1.7   Elect Director J.W. Crow                  For       For        Management
1.8   Elect Director R.M. Franklin              For       For        Management
1.9   Elect Director P.C. Godsoe                For       For        Management
1.10  Elect Director J.B. Harvey                For       For        Management
1.11  Elect Director B. Mulroney                For       For        Management
1.12  Elect Director A. Munk                    For       For        Management
1.13  Elect Director P. Munk                    For       For        Management
1.14  Elect Director J.L. Rotman                For       For        Management
1.15  Elect Director S.J. Shapiro               For       For        Management
1.16  Elect Director G.C. Wilkins               For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
3     Approve Continuance and Arrangement of    For       For        Management
      the Corporation


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BEMA GOLD CORPORATION

Ticker:       BGO.           Security ID:  08135F107
Meeting Date: JUN 21, 2006   Meeting Type: Annual/Special
Record Date:  MAY 4, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Nine           For       Did Not    Management
                                                          Vote
2.1   Elect Director Clive T. Johnson           For       Did Not    Management
                                                          Vote
2.2   Elect Director R. Stuart Angus            For       Did Not    Management
                                                          Vote
2.3   Elect Director Barry D. Rayment           For       Did Not    Management
                                                          Vote
2.4   Elect Director Cole E. McFarland          For       Did Not    Management
                                                          Vote
2.5   Elect Director Eulogio Perez-Cotapos      For       Did Not    Management
                                                          Vote
2.6   Elect Director Thomas I.A. Allen          For       Did Not    Management
                                                          Vote
2.7   Elect Director Jerry R. Korpan            For       Did Not    Management
                                                          Vote
2.8   Elect Director Robert M.D. Cross          For       Did Not    Management
                                                          Vote
2.9   Elect Director Robert J. Gayton           For       Did Not    Management
                                                          Vote
3     Approve PricewaterhouseCoopers as         For       Did Not    Management
      Auditors and Authorize Board to Fix                 Vote
      Remuneration of Auditors
4     Amend Stock Option Plan                   For       Did Not    Management
                                                          Vote


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BEMA GOLD CORPORATION

Ticker:       BGO.           Security ID:  08135F107
Meeting Date: JUN 21, 2006   Meeting Type: Annual/Special
Record Date:  MAY 4, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Nine           For       For        Management
2.1   Elect Director Clive T. Johnson           For       For        Management
2.2   Elect Director R. Stuart Angus            For       For        Management
2.3   Elect Director Barry D. Rayment           For       For        Management
2.4   Elect Director Cole E. McFarland          For       For        Management
2.5   Elect Director Eulogio Perez-Cotapos      For       For        Management
2.6   Elect Director Thomas I.A. Allen          For       For        Management
2.7   Elect Director Jerry R. Korpan            For       For        Management
2.8   Elect Director Robert M.D. Cross          For       For        Management
2.9   Elect Director Robert J. Gayton           For       For        Management
3     Approve PricewaterhouseCoopers as         For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
4     Amend Stock Option Plan                   For       For        Management


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BEMAX RESOURCES NL(FRMELY PEREGRINE RESOURCES)

Ticker:                      Security ID:  Q14558102
Meeting Date: MAY 22, 2006   Meeting Type: Annual
Record Date:  MAY 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Peter Joseph Carroll as Director    For       For        Management
2     Adopt the Remuneration Report for the     For       For        Management
      Year Ended Dec. 31, 2005
3     Approve the Change of Company's Legal     For       For        Management
      Status to a Public Co Ltd by Shares and
      Name to Bemax Resources Ltd
4     Adopt New Constitution                    For       For        Management


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BREAKWATER RESOURCES LTD.

Ticker:       BWR.           Security ID:  106902307
Meeting Date: JUN 8, 2006    Meeting Type: Annual/Special
Record Date:  MAY 9, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Garth A.C. MacRae, George For       For        Management
      E. Pirie, Ned Goodman, Jonathan C.
      Goodman, Donald K. Charter, Grant A. Edey
      and A. Murray Sinclair Jr.
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
3     Amend Share Incentive Plan                For       Against    Management
4     Approve Reduction in Share Capital        For       For        Management
5     Allow Board to Appoint Additional         For       For        Management
      Directors Between Annual Meetings


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CAMBIOR INC.

Ticker:       CBJ.           Security ID:  13201L103
Meeting Date: MAY 3, 2006    Meeting Type: Annual/Special
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Alexander Balogh as Director        For       For        Management
1.2   Elect Guy Dusfresne as Director           For       For        Management
1.3   Elect Jean-Andre Elie as Director         For       For        Management
1.4   Elect Graham Farquarson as Director       For       For        Management
1.5   Elect Michel Gaucher as Director          For       For        Management
1.6   Elect Louis Gignac as Director            For       For        Management
1.7   Elect John Hick as Director               For       For        Management
1.8   Elect Hubert Lacroix as Director          For       For        Management
1.9   Elect Robert Normand as Director          For       For        Management
2     Ratify PricewatrhouseCoopers as Auditors  For       For        Management
3     Adopt Shareholder Rights Plan (Poison     For       For        Management
      Pill)


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CAMECO CORP.

Ticker:       CCO.           Security ID:  13321L108
Meeting Date: MAY 4, 2006    Meeting Type: Annual/Special
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John S. Auston            For       For        Management
1.2   Elect  Director John H. Clappison         For       For        Management
1.3   Elect  Director Joe F. Colvin             For       For        Management
1.4   Elect  Director Harry D. Cook             For       For        Management
1.5   Elect  Director James R. Curtiss          For       For        Management
1.6   Elect  Director George S. Dembroski       For       For        Management
1.7   Elect  Director Gerald W. Grandey         For       For        Management
1.8   Elect  Director Nancy E. Hopkins          For       For        Management
1.9   Elect  Director Oyvind Hushovd            For       For        Management
1.10  Elect  Director J.W. George Ivany         For       For        Management
1.11  Elect  Director A. Neil McMillan          For       For        Management
1.12  Elect  Director Robert W. Peterson        For       For        Management
1.13  Elect  Director Victor J. Zaleschuk       For       For        Management
2     Ratify KPMG LLP as Auditors               For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     The Undersigned Holder of Record of       None      None       Management
      Shares Declares that all Shares are Held,
      Beneficially owned or Controlled by One
      or More Canadian Residents (Residents
      mark the FOR Box; One or more
      Non-Residents mark the ABSTAIN box)
5     If you are unable to complete Item #4     None      None       Management
      then please complete this item. The
      Undersigned Holder of Shares Declares
      that the Undersigned is a Canadian
      Resident (Residents mark the FOR Box;
      Non-Residents mark the ABSTAIN Box)


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CELTIC RESOURCES HOLDINGS PLC

Ticker:                      Security ID:  G1994A122
Meeting Date: SEP 20, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Reelect Peter Hannen as Director          For       For        Management
3     Reelect Kevin Foo as Director             For       For        Management
4     Reelect Boris Karlov as Director          For       For        Management
5     Ratify Deloitte & Touche as Auditors      For       For        Management
6     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
7     Authorize Issuance of Equity or           For       Against    Management
      Equity-Linked Securities with Preemptive
      Rights up to the Authorized but Unissued
      Share Capital
8     Approve Issuance of Equity or             For       For        Management
      Equity-Linked Securities for Cash without
      Preemptive Rights up to the Aggregate
      Nominal Value of 10 Percent of the
      Authorized Share Capital
9     Approve Issuance of Shares up to EUR      For       For        Management
      250,000 to Staff, Consultants and
      Advisers
10    Approve Increase in Authorized Share      For       Against    Management
      Capital from EUR 25,145,000 to EUR
      37,500,000; Amend Memorandum and Articles
      of Association
11    Authorize General Meetings at a Location  For       For        Management
      Outside Ireland as Determined by the
      Directors


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CENTERRA GOLD INC.

Ticker:       CG.            Security ID:  152006102
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Ian G. Austin, John S.    For       For        Management
      Auston, Almazbek S. Djakypov, Gerald W.
      Grandey, Leonard A. Homeniuk, Patrick M.
      James, Terry V. Rogers, Josef Spross and
      Anthony J. Webb
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors


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CHINA SPECIAL STEEL HOLDINGS CO LTD

Ticker:                      Security ID:  G2111A102
Meeting Date: JUN 30, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
2     Reelect Lee Han Yau, Florence as Director For       Did Not    Management
                                                          Vote
3     Reelect Yang Tianjun as Director          For       Did Not    Management
                                                          Vote
4     Reelect Wong Chi Keung as Director        For       Did Not    Management
                                                          Vote
5     Reappoint Ernst & Young as Auditors and   For       Did Not    Management
      Authorize Board to Fix Their Remuneration           Vote
6a    Approve Issuance of Equity or             For       Did Not    Management
      Equity-Linked Securities without                    Vote
      Preemptive Rights
6b    Authorize Repurchase of Up to 10 Percent  For       Did Not    Management
      of Issued Share Capital                             Vote
6c    Authorize Reissuance of Repurchased       For       Did Not    Management
      Shares                                              Vote
7     Approve Grant to Dong Shutong of Options  For       Did Not    Management
      to Subscribe for 5 Million Shares                   Vote
      Pursuant to the Share Option Scheme


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CHINA SPECIAL STEEL HOLDINGS CO LTD

Ticker:                      Security ID:  G2111A102
Meeting Date: JUN 30, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Reelect Lee Han Yau, Florence as Director For       For        Management
3     Reelect Yang Tianjun as Director          For       For        Management
4     Reelect Wong Chi Keung as Director        For       For        Management
5     Authorize Board to Fix the Remuneration   For       For        Management
      of Directors
6     Reappoint Ernst & Young as Auditors and   For       For        Management
      Authorize Board to Fix Their Remuneration
7a    Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
7b    Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital
7c    Authorize Reissuance of Repurchased       For       For        Management
      Shares
8     Approve Grant to Dong Shutong of Options  For       Against    Management
      to Subscribe for 5 Million Shares
      Pursuant to the Share Option Scheme


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CHINA SPECIAL STEEL HOLDINGS CO LTD

Ticker:                      Security ID:  G2111A102
Meeting Date: JUN 30, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Final Dividend                    For       For        Management


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COEUR D' ALENE MINES CORP.

Ticker:       CDE            Security ID:  192108108
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cecil D. Andrus            For       For        Management
1.2   Elect Director James J. Curran            For       For        Management
1.3   Elect Director Andrew Lundquist           For       For        Management
1.4   Elect Director Robert E. Mellor           For       For        Management
1.5   Elect Director John H. Robinson           For       For        Management
1.6   Elect Director J. Kenneth Thompson        For       For        Management
1.7   Elect Director Alex Vitale                For       For        Management
1.8   Elect Director Timothy R. Winterer        For       For        Management
1.9   Elect Director Dennis E. Wheeler          For       For        Management
2     Ratify Auditors                           For       For        Management


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CONSTELLATION COPPER CORP.

Ticker:       CCU.           Security ID:  21036T209
Meeting Date: MAY 23, 2006   Meeting Type: Annual
Record Date:  APR 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
2     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
3.1   Elect Director Ross R. Bhappu             For       For        Management
3.2   Elect Director Gregory A. Hahn            For       For        Management
3.3   Elect Director Patrick M. James           For       For        Management
3.4   Elect Director Allen J. Palmiere          For       For        Management
3.5   Elect Director Frank D. Wheatley          For       For        Management
4     Other Business                            For       Against    Management


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CRYSTALLEX INTERNATIONAL CORP.

Ticker:       KRY.           Security ID:  22942F101
Meeting Date: JUN 22, 2006   Meeting Type: Annual/Special
Record Date:  APR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Robert A. Fung, Todd      For       Did Not    Management
      Bruce, Michael J.H. Brown, C. William               Vote
      Longden, Harry J. Near, Marc J.
      Oppenheimer, Johan C. van't Hof and
      Armando F. Zullo
2     Approve Deloitte & Touche LLP as Auditors For       Did Not    Management
      and Authorize Board to Fix Remuneration             Vote
      of Auditors
3     Adopt Shareholder Rights Plan             For       Did Not    Management
                                                          Vote
4     Other Business                            For       Did Not    Management
                                                          Vote


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CUMBERLAND RESOURCES LTD.

Ticker:       CLG.           Security ID:  23077R100
Meeting Date: JUN 22, 2006   Meeting Type: Annual/Special
Record Date:  MAY 19, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Seven          For       Did Not    Management
                                                          Vote
2.1   Elect Director Glen D. Dickson            For       Did Not    Management
                                                          Vote
2.2   Elect Director Kerry M. Curtis            For       Did Not    Management
                                                          Vote
2.3   Elect Director Jonathan A. Rubenstein     For       Did Not    Management
                                                          Vote
3     Ratify Ernst & Young LLP as Auditors      For       Did Not    Management
                                                          Vote
4     Fix terms of Director Glen Dickson to One For       Did Not    Management
      Year                                                Vote
5     Fix terms of Director Kerry Curtis to     For       Did Not    Management
      Three Years                                         Vote
6     Fix terms of Director Jonathan Rubenstein For       Did Not    Management
      to Three Years                                      Vote
7     Approval and Ratification of Rolling 10%  For       Did Not    Management
      Stock Option Plan                                   Vote
8     Adopt Shareholder Rights Plan             For       Did Not    Management
                                                          Vote


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DESERT SUN MINING CORP

Ticker:       DEZ            Security ID:  25043V107
Meeting Date: MAR 31, 2006   Meeting Type: Annual/Special
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Gerald P. McCarvill, Stan For       Did Not    Management
      Bharti, Bruce Humphrey, Peter Bojtos,               Vote
      Nancy McInerney-Lacombe and Kenneth
      Taylor
2     Ratify McGovern, Hurley, Cunningham, LLP  For       Did Not    Management
      as Auditors and Authorize Board to Fix              Vote
      Remuneration of Auditors
3     Approve Plan of Arrangement               For       Did Not    Management
                                                          Vote


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DOWA MINING CO. LTD.

Ticker:       5714           Security ID:  J12432126
Meeting Date: JUN 28, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 12, Special JY 2
2     Approve Adoption of Holding Company       For       For        Management
      Structure and Spin-off of Businesses to
      New Wholly-Owned Subsidiaries
3     Amend Articles to: Expand Business Lines  For       For        Management
      - Change Company Name to Dowa Holdings
      Co. Ltd.
4     Amend Articles to: Authorize Board to     For       Against    Management
      Determine Income Allocation - Increase
      Authorized Capital - Decrease Maximum
      Board Size
5     Amend Articles to: Limit Rights of        For       For        Management
      Odd-lot Holders - Update Terminology to
      Match that of New Corporate Law
6.1   Elect Director                            For       For        Management
6.2   Elect Director                            For       For        Management
6.3   Elect Director                            For       For        Management
6.4   Elect Director                            For       For        Management
6.5   Elect Director                            For       For        Management
6.6   Elect Director                            For       For        Management
6.7   Elect Director                            For       For        Management
7.1   Appoint Internal Statutory Auditor        For       For        Management
7.2   Appoint Internal Statutory Auditor        For       Against    Management
7.3   Appoint Internal Statutory Auditor        For       For        Management
8     Appoint Alternate Internal Statutory      For       For        Management
      Auditor
9.1   Appoint External Audit Firm               For       For        Management
9.2   Appoint External Audit Firm               For       For        Management
10    Approve Adjustment to Aggregate           For       For        Management
      Compensation Ceiling for Directors
11    Approve Adjustment to Aggregate           For       For        Management
      Compensation Ceiling for Statutory
      Auditors
12    Approve Retirement Bonuses for Directors  For       Against    Management
      and Statutory Auditors and Special
      Payments to Continuing Directors and
      Statutory Auditor in Connection with
      Abolition of Retirement Bonus System


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DRDGOLD (FRMLY DURBAN ROODEPOORT DEEP LTD.)

Ticker:       DRONF          Security ID:  S22362107
Meeting Date: FEB 17, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Sale of DRD (Isle of Man) Ltd. to For       For        Management
      DRD (Offshore) Ltd.


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EUROPEAN GOLDFIELDS LIMITED

Ticker:       EGU            Security ID:  298774100
Meeting Date: MAY 15, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Six            For       For        Management
2.1   Elect Director David J. Reading           For       For        Management
2.2   Elect Director Timothy M. Morgan-Wynne    For       For        Management
2.3   Elect Director Jeffrey O'Leary            For       For        Management
2.4   Elect Director Philip I. Johnson          For       For        Management
2.5   Elect Director Robert P. Kaplan           For       For        Management
2.6   Elect Director Dimitrios Koutras          For       For        Management
3     Approve BDO Dunwoody LLP as Auditors and  For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors


- --------------------------------------------------------------------------------

EUROZINC MINING CORP.

Ticker:       EZM.           Security ID:  298804105
Meeting Date: MAY 11, 2006   Meeting Type: Annual/Special
Record Date:  APR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Nine           For       For        Management
2.1   Elect Director Colin K. Benner            For       For        Management
2.2   Elect Director Christian Bue              For       For        Management
2.3   Elect Director John A. Greig              For       For        Management
2.4   Elect Director David Mullen               For       For        Management
2.5   Elect Director Ryan T. Bennett            For       For        Management
2.6   Elect Director Ronald Simkus              For       For        Management
2.7   Elect Director John Shanahan              For       For        Management
2.8   Elect Director Graham Mascall             For       For        Management
2.9   Elect Director Dale Peniuk                For       For        Management
3     Ratify Pricewaterhouse Coopers LLP as     For       For        Management
      Auditors
4     Adopt Shareholder Rights Plan             For       Against    Management
5     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

FIRST QUANTUM MINERALS LTD.

Ticker:       FM.            Security ID:  335934105
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Philip K.R. Pascall        For       For        Management
1.2   Elect Director G. Clive Newall            For       For        Management
1.3   Elect Director Martin R. Rowley           For       For        Management
1.4   Elect Director Rupert Pennant-Rea         For       For        Management
1.5   Elect Director Peter St. George           For       For        Management
1.6   Elect Director Andrew B. Adams            For       For        Management
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditor
3     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors


- --------------------------------------------------------------------------------

FRONTERA COPPER CORP.

Ticker:       FCC            Security ID:  359043106
Meeting Date: JUN 28, 2006   Meeting Type: Annual/Special
Record Date:  MAY 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Gary A. Loving, Patrick   For       For        Management
      J. Ryan, Hugh R. Snyder, Wayne G. Beach,
      Mark O'Dea and Christopher M.T. Thompson
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Adopt Shareholder Rights Plan (Poison     For       For        Management
      Pill)


- --------------------------------------------------------------------------------

GAMMON LAKE RESOURCES INC.

Ticker:       GAM.           Security ID:  364915108
Meeting Date: MAY 10, 2006   Meeting Type: Annual/Special
Record Date:  APR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Fred George, Bradley H.   For       For        Management
      Langille, Colin P. Sutherland, Alejandro
      Caraveo, Dale M. Hendrick, Kent L.
      Noseworthy, Frank Conte and Canek Rangel
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Amend Stock Option Plan                   For       Against    Management
4     Approve Stock Option Plan Grants and      For       Against    Management
      Authorize Board to Amend Terms of
      Existing Options
5     Amend Bylaws                              For       Against    Management


- --------------------------------------------------------------------------------

GLAMIS GOLD LTD.

Ticker:       GLG.           Security ID:  376775102
Meeting Date: MAY 3, 2006    Meeting Type: Annual/Special
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Six            For       For        Management
2.1   Elect Director A. Dan Rovig               For       Withhold   Management
2.2   Elect Director C. Kevin McArthur          For       For        Management
2.3   Elect Director A. Ian S. Davidson         For       For        Management
2.4   Elect Director Jean Depatie               For       For        Management
2.5   Elect Director Kenneth F. Williamson      For       For        Management
2.6   Elect Director P. Randy Reifel            For       For        Management
3     Ratify KPMG LLP as Auditors and Authorize For       For        Management
      Board to Fix Remuneration of Auditors
4     Adopt Shareholder Rights Plan (Poison     For       For        Management
      Pill)
5     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

GOLD FIELDS LIMITED

Ticker:       GFI            Security ID:  38059T106
Meeting Date: NOV 17, 2005   Meeting Type: Annual
Record Date:  OCT 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPTION OF FINANCIAL STATEMENTS          For       For        Management
2.1   Elect  Director Dr A Grigorian            For       For        Management
2.2   Elect  Director Mr S Stefanovich          For       For        Management
2.3   Elect  Director Mr J M Mcmahon            For       For        Management
2.4   Elect  Director C I Von Christierson      For       For        Management
2.5   Elect  Director Mr A J Wright             For       For        Management
3     PLACEMENT OF SHARES UNDER THE CONTROL OF  For       For        Management
      THE DIRECTORS
4     ISSUING SHARES FOR CASH                   For       For        Management
5     ADOPTION OF THE GOLD FIELDS LIMITED 2005  For       For        Management
      SHARE PLAN
6     PLACEMENT OF UNISSUED SHARES UNDER THE    For       For        Management
      CONTROL OF DIRECTORS FOR THE PURPOSE OF
      THE GOLD FIELDS 2005 SHARE PLAN
7     PLACEMENT OF UNISSUED SHARES UNDER THE    For       For        Management
      CONTROL OF DIRECTORS FOR THE PURPOSE OF
      THE GF MANAGEMENT INCENTIVE SCHEME,
      APPROVED AT THE ANNUAL GENERAL MEETING OF
      SHAREHOLDERS OF THE COMPANY ON 10
      NOVEMBER 1999
8     AWARD OF RIGHTS TO NON-EXECUTIVE          For       For        Management
      DIRECTORS UNDER THE GOLD FIELDS 2005
      NON-EXECUTIVE SHARE PLAN
9     INCREASE OF DIRECTORS  FEES               For       For        Management
10    ACQUISITION OF COMPANY S OWN SHARES       For       For        Management
11    AWARD OF RIGHTS IN TERMS OF THE GOLD      For       For        Management
      FIELDS LIMITED 2005 NON-EXECUTIVE SHARE
      PLAN


- --------------------------------------------------------------------------------

GOLDCORP INC.

Ticker:       G.             Security ID:  380956409
Meeting Date: APR 19, 2006   Meeting Type: Annual/Special
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Nine           For       For        Management
2.1   Elect Director David R. Beatty            For       For        Management
2.2   Elect Director John P. Bell               For       For        Management
2.3   Elect Director Lawrence I. Bell           For       For        Management
2.4   Elect Director Bev Briscoe                For       For        Management
2.5   Elect Director Douglas M. Holtby          For       For        Management
2.6   Elect Director Antonio Madero             For       For        Management
2.7   Elect Director Donald R.M. Quick          For       For        Management
2.8   Elect Director Michael L. Stein           For       For        Management
2.9   Elect Director Ian W. Telfer              For       For        Management
3     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
      and Authorize Board to Fix Remuneration
      of Auditors
4     Adopt New By-laws                         For       For        Management
5     Approve Issuance of Warrants Upon the     For       For        Management
      Early Exercise of Five Series of
      Outstanding Share Warrants


- --------------------------------------------------------------------------------

GOLDEN STAR RESOURCES LTD.

Ticker:       GSC.           Security ID:  38119T104
Meeting Date: MAY 26, 2006   Meeting Type: Annual/Special
Record Date:  MAR 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James E. Askew             For       For        Management
1.2   Elect Director Peter J. Bradford          For       For        Management
1.3   Elect Director David K. Fagin             For       For        Management
1.4   Elect Director Ian MacGregor              For       For        Management
1.5   Elect Director Martin P. Martineau        For       For        Management
1.6   Elect Director Michael A. Terrell         For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
3     Amend Bylaws Re: Shareholder Meeting      For       For        Management
      Record Date


- --------------------------------------------------------------------------------

HARMONY GOLD MINING LTD.

Ticker:       HMY            Security ID:  413216300
Meeting Date: NOV 4, 2005    Meeting Type: Annual
Record Date:  OCT 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPTION OF 2004/2005 AUDITED FINANCIAL   For       For        Management
      STATEMENTS
2     TO FIX THE REMUNERATION OF DIRECTORS      For       For        Management
3     TO ELECT DIRECTOR IN TERMS OF THE COMPANY For       For        Management
      S ARTICLES OF ASSOCIATION: MR JA CHISSANO
4     TO RE-ELECT DIRECTOR IN TERMS OF HARMONY  For       For        Management
      S ARTICLES OF ASSOCIATION: MR F ABBOTT
5     TO RE-ELECT DIRECTOR IN TERMS OF HARMONY  For       For        Management
      S ARTICLES OF ASSOCIATION: MR PT MOTSEPE
6     TO RE-ELECT DIRECTOR IN TERMS OF HARMONY  For       For        Management
      S ARTICLES OF ASSOCIATION: MR CMA SAVAGE
7     GRANTING AUTHORITY FOR SHARE REPURCHASES  For       For        Management
8     AMENDING CLAUSE 3.2 OF THE HARMONY (2003) For       Against    Management
      SHARE OPTION SCHEME
9     PLACING 10% OF THE UNISSUED ORDINARY      For       For        Management
      SHARES OF THE COMPANY UNDER DIRECTORS
      CONTROL
10    AUTHORISING THE DIRECTORS TO ISSUE SHARES For       For        Management
      FOR CASH


- --------------------------------------------------------------------------------

HERCULES OFFSHORE, INC.

Ticker:       HERO           Security ID:  427093109
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Randall D. Stilley         For       For        Management
1.2   Elect Director Steven A. Webster          For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HIGH RIVER GOLD MINES LTD.

Ticker:       HRG            Security ID:  42979J107
Meeting Date: MAY 23, 2006   Meeting Type: Annual/Special
Record Date:  APR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Alexandr Balabanov,       For       For        Management
      Michael Y.C. Chieng, Laurence Curtis,
      Valery Dmitriev, David V. Mosher,
      Vladimir P. Polevanov, David Davidson,
      Mark Rachovides and Donald A. Whalen
2     Amend Stock Option Plan                   For       Against    Management
3     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors


- --------------------------------------------------------------------------------

HIGHLAND GOLD MINING LTD

Ticker:                      Security ID:  G4472X101
Meeting Date: JUN 7, 2006    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Reelect Ivan Koulakov as a Director       For       For        Management
3     Elect Henry Horne as a Director           For       For        Management
4     Ratify Ernst & Young LLP as Auditors      For       For        Management
5     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
6     Resolve that the Aggregate Remuneration   For       For        Management
      of all Non-Executive Directors in any
      12-Month Period, or Pro-rata for any
      Lesser Period Shall Not Exceed GBP
      500,000


- --------------------------------------------------------------------------------

IAMGOLD CORPORATION

Ticker:       IMG.           Security ID:  450913108
Meeting Date: MAY 23, 2006   Meeting Type: Annual/Special
Record Date:  APR 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles to Increase the Maximum    For       For        Management
      Number of Directors from 10 to 12
2     Elect Wiliam D. Pugliese, Derek Bullock,  For       For        Management
      Donald K. Charter, Joseph F. Conway, W.
      Robert Dengler, Stephen Freedhoff,
      Mahendra Naik, Robert A. Quartermain,
      John Shaw, John Caldwell, Peter Jones as
      Directors
3     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors


- --------------------------------------------------------------------------------

IMPALA PLATINUM HOLDINGS LTD.

Ticker:                      Security ID:  S37840105
Meeting Date: OCT 19, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Reelect DH Brown as Director              For       For        Management
1.2   Reelect LJ Paton as Director              For       For        Management
1.3   Reelect TV Mokgatlha as Director          For       For        Management
1.4   Reelect MV Mennell as Director            For       For        Management
2     Place Authorized But Unissued Shares      For       For        Management
      under Control of Directors
3     Approve Remuneration of Directors         For       For        Management
4     Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital
5     Amend Articles of Association Re:         For       For        Management
      Chairman of the Board


- --------------------------------------------------------------------------------

IMPERIAL METALS CORP.

Ticker:       III            Security ID:  452892102
Meeting Date: MAY 8, 2006    Meeting Type: Annual/Special
Record Date:  MAR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Four           For       For        Management
2.1   Elect Director J. Brian Kynoch            For       For        Management
2.2   Elect Director Pierre Lebel               For       For        Management
2.3   Elect Director Larry G.J. Moeller         For       For        Management
2.4   Elect Director Edward A. Yurkowski        For       For        Management
3     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Remuneration
      of Auditors
4     Approval & Ratification of Rolling 10%    For       For        Management
      Stock Option Plan


- --------------------------------------------------------------------------------

IVERNIA INC.

Ticker:       IVW.           Security ID:  46582W108
Meeting Date: JUN 14, 2006   Meeting Type: Annual/Special
Record Date:  APR 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Trevor Eyton            For       For        Management
1.2   Elect Director Alan De'Ath                For       For        Management
1.3   Elect Director Kenneth Sangster           For       For        Management
1.4   Elect Director David Armstrong            For       For        Management
1.5   Elect Director Walter Murray              For       For        Management
1.6   Elect Director Peter Cassidy              For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
3     Adopt Shareholder Rights Plan (Poison     For       Against    Management
      Pill)


- --------------------------------------------------------------------------------

KAZAKHMYS PLC

Ticker:                      Security ID:  G5221U108
Meeting Date: MAY 23, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 20.6856 Pence   For       For        Management
      Per Ordinary Share
3     Approve Remuneration Report               For       For        Management
4     Re-elect James Rutland as Director        For       For        Management
5     Re-elect Yong Keu Cha as Director         For       For        Management
6     Reappoint Ernst & Young LLP as Auditors   For       For        Management
      of the Company
7     Authorise Board to Fix Remuneration of    For       For        Management
      Auditors
8     Authorise Cancellation of Special Share   For       For        Management
      Capital of GBP 1
9     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 31,164,946
10    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 4,674,742
11    Authorise 46,747,420 Ordinary Shares for  For       For        Management
      Market Purchase
12    Adopt New Articles of Association; Amend  For       For        Management
      Memorandum of Association


- --------------------------------------------------------------------------------

KINROSS GOLD CORP.

Ticker:       K.             Security ID:  496902404
Meeting Date: MAY 4, 2006    Meeting Type: Annual/Special
Record Date:  MAR 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect J.A. Brough, T.W. Burt, S.A.        For       For        Management
      Caldwell, J.K. Carrington, R.S. Hallisey,
      J.M.H. Huxley, J.A. Keyes, C.
      McLeod-Seltzer, G.A. Michals, J.E.
      Oliver, T.C.W. Reid as Directors
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Amend Share Incentive Plan to Increase    For       For        Management
      the Size
4     Approve Share Incentive Plan to Extend    For       For        Management
      Expiry Dates Through Blackout Periods
5     Amend Restricted Stock Plan               For       For        Management
6     Approve Shareholder Rights Plan (Poison   For       For        Management
      Pill)


- --------------------------------------------------------------------------------

KURITA WATER INDUSTRIES LTD.

Ticker:       6370           Security ID:  J37221116
Meeting Date: JUN 29, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 11,
      Final JY 11, Special JY 0
2     Amend Articles to: Expand Business Lines  For       For        Management
      - Update Terminology to Match that of New
      Corporate Law - Allow Appointment of
      Alternate Statutory Auditors
3     Elect Director                            For       For        Management
4     Appoint Alternate Internal Statutory      For       For        Management
      Auditor
5     Approve Adjustment to Aggregate           For       For        Management
      Compensation Ceiling for Directors and
      Statutory Auditors


- --------------------------------------------------------------------------------

LIHIR GOLD LIMITED

Ticker:       LHG            Security ID:  Y5285N149
Meeting Date: APR 24, 2006   Meeting Type: Annual
Record Date:  APR 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive the Financial Statements of the   None      None       Management
      Company and the Reports of the Directors
      and Auditor for the Year Ended Dec. 31,
      2005
2     Elect Bruce Brook as Director             For       For        Management
3     Elect Ross Garnaut as Director            For       For        Management
4     Elect John O'Reilly as Director           For       For        Management
5     Approve the Appointment of                For       For        Management
      PricewaterhouseCoopers as Auditor
6     Approve the Lihir Senior Executive Share  For       Against    Management
      Plan, Including the Issue of Securities
      Under the Plan
7     Approve the Grant of 225,733 Share Rights For       Against    Management
      Under the Lihir Senior Executive Share
      Plan to, and the Acquisition of Any
      Shares Pursuant to Such Rights by, the
      Managing Director and Chief Executive
      Officer, Arthur Hood
8     Authorize the Board to Increase the       For       For        Management
      Maximum Aggregate Remuneration of
      Non-executive Directors' from $300,000 to
      $750,000 with Effect from Jan. 1, 2006


- --------------------------------------------------------------------------------

LINGBAO GOLD COMPANY LTD

Ticker:                      Security ID:  Y52794107
Meeting Date: JUN 16, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Report of the Board of Directors   For       For        Management
2     Accept Report of the Supervisory          For       For        Management
      Committee
3     Accept Financial Statements and Statutory For       For        Management
      Reports
4     Authorize Board to Decide on Matters      For       For        Management
      Relating to the Payment of Final Dividend
5     Authorize Board to Fix the Remuneration   For       For        Management
      of Directors and Supervisors
6     Reappoint Auditors and Authorize Board to For       For        Management
      Fix Their Remuneration
7     Other Business (Voting)                   For       Against    Management
8     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights


- --------------------------------------------------------------------------------

MAJOR DRILLING GROUP INTL INC

Ticker:       MDI.           Security ID:  560909103
Meeting Date: SEP 8, 2005    Meeting Type: Annual
Record Date:  JUL 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Collin K. Benner           For       For        Management
1.2   Elect Director David A. Fennell           For       For        Management
1.3   Elect Director Jonathan Goodman           For       For        Management
1.4   Elect Director John D. Harvey             For       For        Management
1.5   Elect Director David A. Hope              For       For        Management
1.6   Elect Director Terrance A. MacGibbon      For       For        Management
1.7   Elect Director Francis P. McGuire         For       For        Management
1.8   Elect Director John H. Schiavi            For       For        Management
1.9   Elect Director David B. Tennant           For       For        Management
2     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Remuneration
      of Auditors


- --------------------------------------------------------------------------------

MERIDIAN GOLD INC.

Ticker:       MNG.           Security ID:  589975101
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Richard P. Graff, Robert  For       For        Management
      A. Horn, Brian J. Kennedy, Christopher R.
      Lattanzi, Malcolm W. MacNaught, Gerard E.
      Munera and Carl L. Renzoni
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors


- --------------------------------------------------------------------------------

METALLICA RESOURCES INC.

Ticker:       MR.            Security ID:  59125J104
Meeting Date: MAY 23, 2006   Meeting Type: Annual/Special
Record Date:  APR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Craig J. Nelsen, Richard  For       For        Management
      J. Hall, Oliver Lennox-King, J. Alan
      Spence, Ian A. Shaw, Jorge Mendizabal,
      Amjad Ali and Robert Martinez
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
3     Adopt Shareholder Rights Plan (Poison     For       For        Management
      Pill)
4     Amend Stock Option Plan                   For       Against    Management


- --------------------------------------------------------------------------------

MINARA RESOURCES LIMITED(FRMLY ANACONDA NICKEL LT)

Ticker:                      Security ID:  Q6120A101
Meeting Date: MAY 26, 2006   Meeting Type: Annual
Record Date:  MAY 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2a    Elect W Strothotte as Director            For       Against    Management
2b    Elect M Macpherson as Director            For       For        Management
3     Approve Remuneration Report               For       Against    Management
4     Approve the Grant of Up to 504,000        For       Against    Management
      Options and Options Up to the Value of
      A$930,000 to Peter Brendan Johnston


- --------------------------------------------------------------------------------

MINEFINDERS CORP

Ticker:       MFL.           Security ID:  602900102
Meeting Date: MAY 10, 2006   Meeting Type: Annual/Special
Record Date:  MAR 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Six            For       For        Management
2.1   Elect Director Mark H. Bailey             For       For        Management
2.2   Elect Director James Martin Dawson        For       For        Management
2.3   Elect Director H. Leo King                For       For        Management
2.4   Elect Director Robert L. Leclerc          For       For        Management
2.5   Elect Director Anthonie Luteijn           For       For        Management
2.6   Elect Director Paul C. MacNeill           For       For        Management
3     Ratify BDO Dunwoody LLP as Auditors       For       For        Management
4     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
5     Approve Stock Option Plan Grants and      For       Against    Management
      Authorize Board to Amend Terms of
      Existing Options
6     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

NEWCREST MINING LTD.

Ticker:       NCM            Security ID:  Q6651B114
Meeting Date: OCT 27, 2005   Meeting Type: Annual
Record Date:  OCT 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Nora Scheinkestel as Director       For       For        Management
2     Elect Michael O'Leary as Director         For       For        Management
3     Amend Constitution Re: Definition and     For       For        Management
      Interpretation; Registration of Share
      Transfers; Proxies and Voting Rights;
      Dividends and Distributions; Notices Sale
      of Unmarketable Parcels of Shares; and
      Proportional Takeover Bids
4     Approve Remuneration Report               For       For        Management
5     Approve Remuneration of Directors in the  None      For        Management
      Amount of AUD 1.3 Million Per Annum
6     Approve Restricted Share Plan             For       For        Management
7     Approve Grant of Up to 35,000 Rights      For       For        Management
      Under the Restricted Share Plan to
      Anthony Palmer, Managing Director


- --------------------------------------------------------------------------------

NEWMONT MINING CORP. (HOLDING COMPANY)

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Glen A. Barton             For       For        Management
1.2   Elect Director Vincent A. Calarco         For       For        Management
1.3   Elect Director Noreen Doyle               For       For        Management
1.4   Elect Director Veronica M. Hagen          For       For        Management
1.5   Elect Director Michael S. Hamson          For       For        Management
1.6   Elect Director Leo I. Higdon, Jr.         For       For        Management
1.7   Elect Director Pierre Lassonde            For       For        Management
1.8   Elect Director Robert J. Miller           For       For        Management
1.9   Elect Director Wayne W. Murdy             For       For        Management
1.10  Elect Director Robin A. Plumbridge        For       For        Management
1.11  Elect Director John B. Prescott           For       For        Management
1.12  Elect Director Donald C. Roth             For       For        Management
1.13  Elect Director Seymour Schulich           For       For        Management
1.14  Elect Director James V. Taranik           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for an Independent Chairman       Against   Against    Shareholder


- --------------------------------------------------------------------------------

NORTHERN ORION RESOURCES INC

Ticker:       NNO.           Security ID:  665575106
Meeting Date: JUN 13, 2006   Meeting Type: Annual
Record Date:  MAY 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Six            For       For        Management
2.1   Elect Director David Cohen                For       For        Management
2.2   Elect Director Robert Cross               For       For        Management
2.3   Elect Director John K. Burns              For       For        Management
2.4   Elect Director Robert Gayton              For       For        Management
2.5   Elect Director Michael Beckett            For       For        Management
2.6   Elect Director Richard Knight             For       For        Management
3     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
4     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
5     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

NORTHGATE MINERALS CORPORATION

Ticker:       NGX.           Security ID:  666416102
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. William Daniel          For       For        Management
1.2   Elect Director Patrick D. Downey          For       For        Management
1.3   Elect Director Douglas P. Hayhurst        For       For        Management
1.4   Elect Director Klaus V. Konigsmann        For       For        Management
1.5   Elect Director Keith C. Hendrick          For       For        Management
1.6   Elect Director Terrence A. Lyons          For       For        Management
1.7   Elect Director Conrad A. Pinette          For       For        Management
1.8   Elect Director Kenneth G. Stowe           For       For        Management
2     Ratify KPMG LLP as Auditors               For       For        Management
3     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
4     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

NOVAGOLD RESOURCES INC.

Ticker:       NG.            Security ID:  66987E206
Meeting Date: MAY 31, 2006   Meeting Type: Annual/Special
Record Date:  APR 7, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George Brack              For       For        Management
1.2   Elect  Director Michael H. Halvorson      For       For        Management
1.3   Elect  Director Gerald J. McConnell       For       Withhold   Management
1.4   Elect  Director Cole McFarland            For       For        Management
1.5   Elect  Director Clynton Nauman            For       For        Management
1.6   Elect  Director James Philip              For       For        Management
1.7   Elect  Director Rick Van Nieuwenhuyse     For       For        Management
2     Approve PricewaterhouseCoopers as         For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
3     Adopt Shareholder Rights Plan (Poison     For       Against    Management
      Pill)


- --------------------------------------------------------------------------------

OCEANA GOLD LTD

Ticker:                      Security ID:  Q7055U104
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAY 2, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive the Financial Report of the       None      None       Management
      Company and the Reports of the Directors
      and Auditor for the Year Ended Dec. 31,
      2005
2a    Elect Clifford Lawrenson as Director      For       Against    Management
2b    Elect Kerry McDonald as Director          For       For        Management
3     Approve Issuance of 80,014 Shares with a  For       For        Management
      Maximum Value of AUD 54,185 to Stephen
      Orr in Lieu of 50 Percent of His Cash
      Salary for the Three Months of Oct. to
      Dec. 2005
4     Adopt the Remuneration Report for the     For       For        Management
      Year Ended Dec. 31, 2005


- --------------------------------------------------------------------------------

OXIANA LTD (FRMLY OXIANA RESOURCE N L)

Ticker:       OXR            Security ID:  Q7186A100
Meeting Date: APR 20, 2006   Meeting Type: Annual
Record Date:  APR 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive the Company's Financial Report,   None      None       Management
      Directors' Report, Directors'
      Declaration, and Auditor's Report for the
      Year Ended Dec. 31, 2005
2     Adopt the Remuneration Report for the     For       Against    Management
      Year Ended Dec. 31, 2005
3     Elect Michael Eager as Director           For       For        Management
4     Ratify Past Issuance of 1,050 Convertible For       For        Management
      Bonds to Australian and European
      Institutional Investors at an Issue Price
      of $100,000 Per Bond on April 15, 2005,
      Convertible into Ordinary Shares at
      $1.005 Per Share
5     Ratify Past Issuance of 81.5 Million      For       For        Management
      Shares in the Capital of the Company to
      Newmont Capital Ltd at the Deemend Price
      of AUD 0.92 Per Share on July 26, 2005
6     Approve the Appointment of KPMG Chartered For       For        Management
      Accountants as New Auditor
7     Approve the Grant of 2 Million Options    For       For        Management
      Exercisable at AUD 2.50 Per Share to Owen
      Hegarty or His Nominee
8     Authorize the Board to Increase the       None      For        Management
      Maximum Total Amount of Non-executive
      Directors' Fees by AUD 400,000, from AUD
      400,000 to AUD 800,000 Per Annum


- --------------------------------------------------------------------------------

RANDGOLD RESOURCES LTD.

Ticker:       GOLD           Security ID:  752344309
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ORDINARY RESOLUTION - ADOPTION OF THE     For       For        Management
      DIRECTORS  REPORT AND ACCOUNTS
2     ORDINARY RESOLUTION - RE-ELECTION OF      For       Against    Management
      DIRECTORS: AL PAVERD
3     ORDINARY RESOLUTION - RE-ELECTION OF      For       Against    Management
      DIRECTORS: BH ASHER
4     ORDINARY RESOLUTION -  ADOPTION OF THE    For       Against    Management
      REPORT OF THE REMUNERATION COMMITTEE
5     ORDINARY RESOLUTION - APPROVE THE FEES    For       For        Management
      PAYABLE TO THE DIRECTORS
6     Ratify Auditors                           For       For        Management
7     SPECIAL RESOLUTION - AUTHORISE THE        For       For        Management
      PURCHASE OF SHARES FOR CASH


- --------------------------------------------------------------------------------

RIO NARCEA GOLD MINES, LTD.

Ticker:       RNG            Security ID:  766909105
Meeting Date: JUN 6, 2006    Meeting Type: Annual
Record Date:  MAY 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony Bloom             For       For        Management
1.2   Elect  Director Clifford Davis            For       For        Management
1.3   Elect  Director David Murray              For       For        Management
1.4   Elect  Director Rupert Pennant-Rea        For       For        Management
1.5   Elect  Director Eric Schwitzer            For       For        Management
1.6   Elect  Director Hugh Snyder               For       For        Management
1.7   Elect  Director Chris Von Christierson    For       For        Management
2     Ratify Ernst & Young LLP as Auditors      For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

ROYAL GOLD, INC.

Ticker:       RGLD           Security ID:  780287108
Meeting Date: NOV 9, 2005    Meeting Type: Annual
Record Date:  SEP 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director S. Oden Howell, Jr.        For       For        Management
1.2   Elect Director Edwin W. Peiker, Jr.       For       For        Management
1.3   Elect Director Donald Worth               For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SEMAFO INC

Ticker:       SMF.           Security ID:  816922108
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Patrick de Saint Simon     For       For        Management
1.2   Elect Director Benoit La Salle            For       For        Management
1.3   Elect Director Jean Lamarre               For       For        Management
1.4   Elect Director John LeBoutillier          For       For        Management
1.5   Elect Director Jean-Pierre Lefebvre       For       For        Management
1.6   Elect Director Gilles Masson              For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors


- --------------------------------------------------------------------------------

SESA GOA LTD.

Ticker:                      Security ID:  Y7673N111
Meeting Date: MAY 8, 2006    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Remuneration of L.A. Dean,        For       For        Management
      Managing Director
2     Approve Appointment and Remuneration of   For       For        Management
      P.K. Mukherjee, Managing Director
3     Approve Remuneration of A.K. Rai,         For       For        Management
      Executive Director
4     Approve Remuneration of H.P.U.K Nair,     For       For        Management
      Executive Director
5     Approve Change in Location of Registered  For       For        Management
      Office of Karvy Computershare Pvt. Ltd.,
      Registrar & Transfer Agent, from
      Bangalore to Hyderabad
6     Amend Articles 110 (b) and 130 of the     For       For        Management
      Articles of Association Re: Retirement
      Directors and Appointment of Directors as
      Managing/Executive Directors


- --------------------------------------------------------------------------------

SESA GOA LTD.

Ticker:                      Security ID:  Y7673N111
Meeting Date: MAY 8, 2006    Meeting Type: Court
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Amalgamation of Sesa    For       Did Not    Management
      Industries Ltd with Sesa Goa Ltd                    Vote


- --------------------------------------------------------------------------------

SHORE GOLD INC.

Ticker:       SGF.           Security ID:  824901102
Meeting Date: JUN 15, 2006   Meeting Type: Annual/Special
Record Date:  MAY 4, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors Kenneth E. MacNeill,      For       For        Management
      Brian M. Menell, Harvey J. Bay, A. Neil
      McMillan, Arnie E. Hillier, Robert A.
      McCallum, James R. Rothwell and William
      E. Stanley
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Adopt By-law No. 1A                       For       For        Management


- --------------------------------------------------------------------------------

SINO GOLD LTD

Ticker:                      Security ID:  Q8505T101
Meeting Date: MAY 30, 2006   Meeting Type: Annual
Record Date:  MAY 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Adopt the Remuneration Report for the     For       For        Management
      Year Ended Dec. 31, 2005
2     Elect Peter Cassidy as Director           For       For        Management
3     Elect Xu Hanjing as Director              For       Against    Management
4     Ratify Past Issuance of 18.5 Million      For       For        Management
      Shares at a Price of AUD 3.30 Per Share
      to Clients of Austock Securities Ltd and
      BMO Nesbitt Burns Inc Made on February
      2006 to Raise AUD 61.05 Million
5     Approve the Grant of Up to 500,000        For       For        Management
      Options to Jacob Klein with an Exercise
      Price of AUD 3.29 Each and Expiry Date of
      Dec. 31, 2010, Pursuant to the Company's
      Executive and Employee Option Plan
6     Approve the Grant of Up to 300,000        For       For        Management
      Options to Xu Hanjing with an Exercise
      Price of AUD 3.29 Each and Expiry Date of
      Dec. 31, 2010, Pursuant to the Company's
      Executive and Employee Option Plan
7     Authorize the Board to Increase the       For       For        Management
      Maximum Aggregate Remuneration Payable to
      the Directors by AUD 175,000, from AUD
      475,000 to AUD 650,000 Per Annum
8     Approve the Grant of Options under the    For       For        Management
      Company's Executive and Employee Plan to
      Persons Eligible to Participate in the
      Plan


- --------------------------------------------------------------------------------

STRAITS RESOURCES LIMITED SRL

Ticker:                      Security ID:  Q8785Z108
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAY 2, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive the Financial Report of the       None      None       Management
      Company and the Reports of the Directors
      and Auditor for the Year Ended Dec. 31,
      2005
2     Elect Alvin David Toms as Director        For       For        Management
3     Elect Martin David Purvis as Director     For       Against    Management
4     Elect Alan James Good as Director         For       Against    Management
5     Adopt the Remuneration Report for the     For       Against    Management
      Year Ended Dec. 31, 2005
6     Approve Issuance of 300,000 Shares to     For       Against    Management
      Martin David Purvis Under the Terms and
      Conditions of the Company's Executive
      Share Acquisition Plan


- --------------------------------------------------------------------------------

VEDANTA RESOURCES PLC

Ticker:                      Security ID:  G9328D100
Meeting Date: MAR 27, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      USD 3,275,956


- --------------------------------------------------------------------------------

YAMANA GOLD INC.

Ticker:       YRI            Security ID:  98462Y100
Meeting Date: JUL 28, 2005   Meeting Type: Special
Record Date:  JUN 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Issuance Common Shares Upon the   For       For        Management
      Early Exercise of Warrants


- --------------------------------------------------------------------------------

YAMANA GOLD INC.

Ticker:       YRI            Security ID:  98462Y100
Meeting Date: MAY 2, 2006    Meeting Type: Annual/Special
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Peter Marrone, Victor Bradley,      For       Did Not    Management
      Patrick Mars, Juvenal Mesquita Filho,               Vote
      Antenor Silva Jr, Nigel Lees, Dino
      Titaro, Stan Bharti and Bruce Humphrey as
      Directors
2     Approve Deloitte & Touche LLP as Auditors For       Did Not    Management
      and Authorize Board to Fix Remuneration             Vote
      of Auditors
3     Amend Share Incentive Plan                For       Did Not    Management
                                                          Vote
4     Approve Issuance of Shares to Officers    For       Did Not    Management
      and Employees as Security Based                     Vote
      Compensation

========== END NPX REPORT


                                   SIGNATURES

Pursuant to the requirements of 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.

(Registrant):               Oppenheimer Gold & Special Minerals Fund

By (Signature and Title)*:  /s/ John V. Murphy
                            ------------------
                            John V. Murphy, President

Date:  August 18, 2006

*By:   /s/ Randy Legg
       --------------
       Randy Legg, Attorney in Fact