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 80112-3924

Name and address of agent for service:               Robert G. Zack,
                                                 Executive Vice President &
                                                     General Counsel
                                                     OppenheimerFunds, Inc.
                                                     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:                             06/30

Date of reporting period:                            07/01/2008-06/30/2009

Item 1. Proxy Voting Record


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

African Rainbow Minerals Ltd(frmly Anglovaal  Mining Limited

Ticker:                      Security ID:  S01680107
Meeting Date: NOV 28, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Year Ended June 30, 2008
2.1   Reelect F Abbott as Director              For       For        Management
2.2   Reelect WM Gule as Director               For       For        Management
2.3   Reelect KS Mashalane as Director          For       For        Management
2.4   Reelect ZB Swanepoel as Director          For       For        Management
3     Reelect LA Shiels as Director Appointed   For       For        Management
      During the Year
4     Ratify Ernst & Young as Auditors          For       For        Management
5     Approve Remuneration of Directors         For       For        Management
6     Approve 2008 Share Plan                   For       Against    Management


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Agnico-Eagle Mines Ltd.

Ticker:       AEM            Security ID:  8474108
Meeting Date: APR 30, 2009   Meeting Type: Annual/Special
Record Date:  MAR 24, 2009

#     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 Clifford Davis             For       For        Management
1.5   Elect Director David Garofalo             For       For        Management
1.6   Elect Director Bernard Kraft              For       For        Management
1.7   Elect Director Mel Leiderman              For       For        Management
1.8   Elect Director James D. Nasso             For       For        Management
1.9   Elect Director J. Merfyn Roberts          For       For        Management
1.10  Elect Director Eberhard Scherkus          For       For        Management
1.11  Elect Director Howard R. Stockford        For       For        Management
1.12  Elect Director Pertti Voutilainen         For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Amend Bylaws                              For       For        Management


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Alamos Gold Inc.

Ticker:       AGI            Security ID:  11527108
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  APR 14, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve To Determine The Number Of        For       For        Management
      Directors At 7
2     Elect Mark Wayne As A Director And        For       For        Management
      Approve To Fix The Term Of Office
3     Elect John A. Mccluskey As A Director And For       For        Management
      Approve To Fix The Term Of Office
4     Elect Leonard Harris As A Director And    For       For        Management
      Approve To Fix The Term Of Office
5     Elect James M. Mcdonald As A Director And For       For        Management
      Approve To Fix The Term Of Office
6     Elect John F. Van De Beuken As A Director For       For        Management
      And Approve To Fix The Term Of Office
7     Elect Eduardo Luna As A Director And      For       For        Management
      Approve To Fix The Term Of Office
8     Elect David Gower As A Director And       For       For        Management
      Approve To Fix The Term Of Office
9     Appoint Ernst & Young Llp As The Auditors For       For        Management
      Of The Company For The Ensuing Year and
      Authorize The Directors To Fix Their
      Remuneration


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Alcoa Inc.

Ticker:       AA             Security ID:  13817101
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  FEB 11, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kathryn S. Fuller          For       For        Management
1.2   Elect Director Judith M. Gueron           For       For        Management
1.3   Elect Director Patricia F. Russo          For       For        Management
1.4   Elect Director Ernesto Zedillo            For       For        Management
2     Ratify Auditor                            For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter


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Anatolia Minerals Development Ltd.

Ticker:       ANO            Security ID:  32900102
Meeting Date: MAY 13, 2009   Meeting Type: Annual/Special
Record Date:  APR 8, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Jan Castro, James D. Davidson,      For       For        Management
      Edward C. Dowling Jr., Richard Graff,
      Timothy J. Haddon, Jay C. Kellerman, and
      Richard Lister as Directors
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Approve Restricted Stock Unit Plan        For       For        Management
4     Approve Deferred Share Unit Plan          For       For        Management


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Anglo Platinum Ltd

Ticker:                      Security ID:  S9122P108
Meeting Date: MAR 30, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Year Ended 31 December 2008
2.1   Elect K D Dlamini as Director             For       Against    Management
2.2   Reelect B A Khumalo as Director           For       Against    Management
2.3   Elect N F Nicolau as Director             For       For        Management
2.4   Elect B Nqwababa as Director              For       For        Management
2.5   Reelect T A Wixley as Director            For       For        Management
3     Approve Deloitte & Touche as Auditors of  For       For        Management
      the Company and Appoint Graeme Berry as
      the Designated Auditor to Hold Office for
      the Ensuing Year
4     Authorize Repurchase of Up to 20 Percent  For       Against    Management
      of Issued Ordinary Share Capital
5     Authorize the Company to Provide          For       For        Management
      Financial Assistance for the Purchase of
      or Subscription for Shares in Respect of
      the Anglo Platinum Bonus Share Plan
6.1   Place Authorized But Unissued Shares      For       Against    Management
      under Control of Directors
6.2   Approve Remuneration of Non-Executive     For       For        Management
      Directors
6.3   Approve the Bonus Share Plan              For       For        Management
6.4   Place Authorized But Unissued Shares      For       Against    Management
      under Control of Directors to Meet the
      Requirements of the Bonus Share Plan
6.5   Authorize Board to Ratify and Execute     For       Against    Management
      Approved Resolutions


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Anglogold Ashanti Ltd.

Ticker:                      Security ID:  35128206
Meeting Date: MAY 15, 2009   Meeting Type: Annual
Record Date:  APR 9, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Year Ended 31 December 2008
2     Re-appoint Ernst & Young Inc as Auditors  For       For        Management
      of the Company
3     Reelect RP Edey as Director               For       For        Management
4     Authorise Directors to Allot and Issue    For       For        Management
      Shares up to a Maximum of 5 Percent of
      the Issued Ordinary Shares of the Company
      from Time to Time
5     Authorize Issuance of Shares for Cash up  For       For        Management
      to a Maximum of 5 Percent of Issued
      Capital
6     Approve Remuneration of Non-Executive     For       For        Management
      Directors
7     Authorise Directors to Issue Convertible  For       For        Management
      Bonds
8     Approve Increase in Authorized Share      For       For        Management
      Capital
9     Amend Articles of Association             For       For        Management


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Antofagasta plc

Ticker:                      Security ID:  G0398N128
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       Abstain    Management
3     Approve Final Dividend of 53.6 Cents Per  For       For        Management
      Ordinary Share
4     Re-elect Charles Bailey as Director       For       Against    Management
5     Re-elect Ramon Jara as Director           For       Against    Management
6     Re-elect Gonzalo Menendez as Director     For       Against    Management
7     Reappoint Deloitte LLP as Auditors and    For       For        Management
      Authorise Board to Fix Their Remuneration
8     Approve Increase in Authorised Ordinary   For       For        Management
      Share Capital from GBP 67,000,000 to GBP
      85,000,000
9     Auth. Issue of Equity with Rights Under a For       For        Management
      General Authority up to Aggregate Nominal
      Amount of GBP 16,430,945 and an
      Additional Amount Pursuant to a Rights
      Issue of up to GBP 32,861,890 After
      Deducting Any Securities Issued Under the
      General Authority
10    Subject to the Passing of Resolution 9,   For       For        Management
      Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 2,464,641
11    Authorise 98,585,669 Ordinary Shares for  For       For        Management
      Market Purchase
12    Approve That a General Meeting of the     For       For        Management
      Company Other Than an Annual General
      Meeting May Be Called on Not Less Than 14
      Clear Days' Notice


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Aquarius Platinum Limited

Ticker:                      Security ID:  G0440M128
Meeting Date: NOV 28, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Reelect David Dix as a Director           For       For        Management
2     Reelect William Purves as a Director      For       For        Management
3     Approve Ernst & Young as Auditors and     For       For        Management
      Authorize Board to Fix Their Remuneration


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Aquarius Platinum Limited

Ticker:                      Security ID:  G0440M128
Meeting Date: JUL 16, 2008   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Issuance of 23 Million Shares in  For       For        Management
      One or More Private Placements
2     Approve Issuance of 3 Million Shares in   For       For        Management
      One or More Private Placements


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Aurizon Mines Ltd.

Ticker:       ARZ            Security ID:  05155P106
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Eight          For       For        Management
2     Elect Mr. Sargent H. Bemer As A Director  For       For        Management
3     Elect Mr. Louis Dionne As A Director      For       For        Management
4     Elect Mr. David P. Hall As A Director     For       For        Management
5     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
6     Transact Other Business                   For       Against    Management


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Barrick Gold Corp.

Ticker:       ABX            Security ID:  67901108
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard L. Beck             For       For        Management
1.2   Elect Director C. William D. Birchall     For       For        Management
1.3   Elect Director Donald J. Carty            For       For        Management
1.4   Elect Director Gustavo Cisneros           For       For        Management
1.5   Elect Director Marshall A. Cohen          For       For        Management
1.6   Elect Director Peter A. Crossgrove        For       For        Management
1.7   Elect Director Robert M. Franklin         For       For        Management
1.8   Elect Director Peter C. Godsoe            For       For        Management
1.9   Elect Director J. Brett Harvey            For       For        Management
1.10  Elect Director Brian Mulroney             For       For        Management
1.11  Elect Director Anthony Munk               For       For        Management
1.12  Elect Director Peter Munk                 For       For        Management
1.13  Elect Director Aaron W. Regent            For       For        Management
1.14  Elect Director Steven J. Shapiro          For       For        Management
1.15  Elect Director Gregory C. Wilkins         For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Convene an Independent Third Party to     Against   Against    Shareholder
      Review Company's Community Engagement
      Practices


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BHP Billiton Limited (Formerly BHP Ltd.)

Ticker:       BHP            Security ID:  88606108
Meeting Date: NOV 27, 2008   Meeting Type: Annual
Record Date:  SEP 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive and Consider BHP Billiton Plc's   For       For        Management
      Financial Statements, Directors' Report,
      and Auditor's Report for the Financial
      Year Ended June 30, 2008
2     Receive and Consider BHP Billiton Ltd's   For       For        Management
      Financial Statements, Directors' Report,
      and Auditor's Report for the Financial
      Year Ended June 30, 2008
3     Elect Paul Anderson as Director of BHP    For       For        Management
      Billiton Plc
4     Elect Paul Anderson as Director of BHP    For       For        Management
      Billiton Ltd
5     Elect Don Argus as Director of BHP        For       For        Management
      Billiton Plc
6     Elect Don Argus as Director of BHP        For       For        Management
      Billiton Ltd
7     Elect John Buchanan as Director of BHP    For       For        Management
      Billiton Plc
8     Elect John Buchanan as Director of BHP    For       For        Management
      Billiton Ltd
9     Elect David Crawford as Director of BHP   For       For        Management
      Billiton Plc
10    Elect David Crawford as Director of BHP   For       For        Management
      Billiton Ltd
11    Elect Jacques Nasser as Director of BHP   For       For        Management
      Billiton Plc
12    Elect Jacques Nasser as Director of BHP   For       For        Management
      Billiton Ltd
13    Elect John Schubert as Director of BHP    For       For        Management
      Billiton Plc
14    Elect John Schubert as Director of BHP    For       For        Management
      Billiton Ltd
15    Elect Alan Boeckmann as Director of BHP   For       For        Management
      Billiton Plc
16    Elect Alan Boeckmann as Director of BHP   For       For        Management
      Billiton Ltd
17    Elect Stephen Mayne as Director of BHP    Against   Against    Shareholder
      Billiton Plc
18    Elect Stephen Mayne as Director of BHP    Against   Against    Shareholder
      Billiton Ltd
19    Elect David Morgan as Director of BHP     For       For        Management
      Billiton Plc
20    Elect David Morgan as Director of BHP     For       For        Management
      Billiton Ltd
21    Elect Keith Rumble as Director of BHP     For       For        Management
      Billiton Plc
22    Elect Keith Rumble as Director of BHP     For       For        Management
      Billiton Ltd
23    Approve KPMG Audit plc as Auditors of BHP For       For        Management
      Billiton Plc
24    Approve Issuance of 555.97 Million Shares For       For        Management
      at $0.50 Each to  BHP Billiton Plc
      Pursuant to its Group Incentive Schemes
25    Renew the Disapplication of Pre-Emption   For       For        Management
      Rights in BHP Billiton Plc
26    Authorize Repurchase of Up To 223.11      For       For        Management
      Million Shares in BHP Billiton Plc
27.1  Approve Cancellation of Shares in  BHP    For       For        Management
      Billiton Plc Held by BHP Billiton Ltd. on
      April 30, 2009
27.2  Approve Cancellation of Shares in  BHP    For       For        Management
      Billiton Plc Held by BHP Billiton Ltd. on
      May 29, 2009
27.3  Approve Cancellation of Shares in  BHP    For       For        Management
      Billiton Plc Held by BHP Billiton Ltd. on
      June 15, 2009
27.4  Approve Cancellation of Shares in  BHP    For       For        Management
      Billiton Plc Held by BHP Billiton Ltd. on
      July 31, 2009
27.5  Approve Cancellation of Shares in  BHP    For       For        Management
      Billiton Plc Held by BHP Billiton Ltd. on
      Sept. 15, 2009
27.6  Approve Cancellation of Shares in  BHP    For       For        Management
      Billiton Plc Held by BHP Billiton Ltd. on
      on Nov. 30, 2009
28    Approve Remuneration Report for the       For       For        Management
      Financial Year Ended June 30, 2008
29    Approve Amendment to the Group Incentive  For       For        Management
      Scheme to Increase Target Bonus Amount
      from 140 Percent to 160 Percent and to
      Increase the Maximum Bonus from 1.5 to
      2.0 Times the Target Bonus Amount
30    Approve Grant of Approximately 49,594     For       For        Management
      Deferred Shares, 197,817 Options, and
      349,397 Performance Shares to Marius
      Kloppers, CEO, Pursuant to the Group
      Incentive Scheme and  Long Term Incentive
      Plan
31    Approve Increase in The Total             For       For        Management
      Remuneration Pool for Non-Executive
      Directors of BHP Billiton Plc to $3.8
      Million
32    Approve Increase in The Total             For       For        Management
      Remuneration Pool for Non-Executive
      Directors of BHP Billiton Ltd to $3.8
      Million
33    Approve Amendments to the Articles of     For       For        Management
      Association of BHP Billiton Plc
34    Approve Amendments to the Constitution of For       For        Management
      BHP Billiton Ltd


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Brush Engineered Materials Inc.

Ticker:       BW             Security ID:  117421107
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard J. Hipple          For       For        Management
2     Elect Director William B. Lawrence        For       For        Management
3     Elect Director William M. Madar           For       For        Management
4     Elect Director Craig S. Shular            For       For        Management
5     Allow Boards of Directors of Ohio         For       For        Management
      Corporations to Make Certain Amendments
      to their Codes of Regulations
6     Ratify Auditors                           For       For        Management


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Cameco Corp.

Ticker:       CCO            Security ID:  13321L108
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     The Undersigned Hereby Certifies that the None      Abstain    Management
      Shares Represented by this Proxy are
      Owned and Controlled by a Canadian
      (Residents mark the FOR Box; One or more
      Non-Residents mark the ABSTAIN box)
2.1   Elect Director John H. Clappison          For       For        Management
2.2   Elect Director Joe F. Colvin              For       For        Management
2.3   Elect Director James R. Curtiss           For       For        Management
2.4   Elect Director George S. Dembroski        For       For        Management
2.5   Elect Director Donald H.F. Deranger       For       For        Management
2.6   Elect Director James K. Gowans            For       For        Management
2.7   Elect Director Gerald W. Grandey          For       For        Management
2.8   Elect Director Nancy E. Hopkins           For       For        Management
2.9   Elect Director Oyvind Hushovd             For       For        Management
2.10  Elect Director J.W. George Ivany          For       For        Management
2.11  Elect Director A. Anne McLellan           For       For        Management
2.12  Elect Director A. Neil McMillan           For       For        Management
2.13  Elect Director  Robert W. Peterson        For       For        Management
2.14  Elect Director Victor J. Zaleschuk        For       For        Management
3     Ratify KPMG LLP as Auditors               For       For        Management


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Canadian Solar Inc.

Ticker:       CSIQ           Security ID:  136635109
Meeting Date: JUN 29, 2009   Meeting Type: Annual/Special
Record Date:  JUN 5, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Shawn (Xiaohua) Qu, Arthur Chien,   For       For        Management
      Robert McDermott, Lars-Eric Johansson and
      Michael G. Potter as Directors
2     Approve Deloitte Touche Tohmatsu CPA,     For       For        Management
      Ltd. as Auditors and Authorize Board to
      Fix Their Remuneration
3     Approve Reorganization of Subsidiaries    For       For        Management


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Centamin Egypt Ltd.

Ticker:                      Security ID:  Q2159B110
Meeting Date: NOV 28, 2008   Meeting Type: Annual
Record Date:  NOV 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory None      None       Management
      Reports for the Financial Year Ended June
      30, 2008
2     Approve Remuneration Report for the       For       For        Management
      Financial Year Ended June 30, 2008
3.1   Elect Trevor Schultz as Director          For       Against    Management
3.2   Elect Graeme Robert Tangye Bowker as      For       For        Management
      Director
3.3   Elect H. Stuart Bottomley as Director     For       For        Management
3.4   Elect Thomas Elder as Director            For       For        Management
3.5   Elect G. Brian Speechly as Director       For       For        Management
4     Approve Grant of 1 Million Options, at an For       Against    Management
      Exercise Price of A$1.00 Each, to Trevor
      Schultz, Director of the Company,
      Pursuant to the Employee Option Plan 2006
5     Approve Increase in Remuneration of       For       For        Management
      Non-Executive Directors of Up to
      A$300,000 Per Annum
6     Adopt New Constitution                    For       For        Management


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Centerra Gold Inc.

Ticker:       CG             Security ID:  152006102
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Mr. Ian G. Austin as a Director for For       For        Management
      the ensuing year
2     Elect Mr. Almazbek S. Djakypov as a       For       For        Management
      Director for the ensuing year
3     Elect Mr. O. Kim Goheen as a Director for For       Against    Management
      the ensuing year
4     Elect Mr. Patrick M. James as a Director  For       For        Management
      for the ensuing year
5     Elect Mr. Stephen A. Lang as a Director   For       For        Management
      for the ensuing year
6     Elect Mr. Sheryl K. Pressler as a         For       For        Management
      Director for the ensuing year
7     Elect Mr. Terry V. Rogers as a Director   For       For        Management
      for the ensuing year
8     Elect Mr. Jack E. Thompson as a Director  For       For        Management
      for the ensuing year
9     Elect Mr. Bruce V. Walter as a Director   For       For        Management
      for the ensuing year
10    Elect Mr. Anthony J. Webb as a Director   For       For        Management
      for the ensuing year
11    Appoint KPMG LLP as the Auditors of the   For       For        Management
      Corporation for the ensuing year and
      authorize the Directors to fix their
      remuneration to be paid to the Auditors


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Central African Mining & Exploration Company plc

Ticker:                      Security ID:  G20006105
Meeting Date: NOV 6, 2008    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       Against    Management
      Reports
2     Re-elect John Anthony as Director         For       For        Management
3     Elect Bernard Swanepoel as Director       For       For        Management
4     Reappoint Baker Tilly UK Audit LLP as     For       For        Management
      Auditors and Authorise the Board to
      Determine Their Remuneration


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Central African Mining & Exploration Company plc

Ticker:                      Security ID:  G20006105
Meeting Date: OCT 1, 2008    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Authorise 100,000,000 Ordinary Shares for For       For        Management
      Market Purchase


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Cleveland-Cliffs Inc.

Ticker:       CLF            Security ID:  185896107
Meeting Date: OCT 3, 2008    Meeting Type: Proxy Contest
Record Date:  SEP 2, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Control Share Acquisition         Against   Against    Shareholder
1     Approve Control Share Acquisition         For       None       Shareholder
2     Adjourn Meeting                           For       None       Management


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Coeur D' Alene Mines Corp.

Ticker:       CDE            Security ID:  192108108
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 19, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director L. Michael Bogert          For       For        Management
1.2   Elect Director James J. Curran            For       For        Management
1.3   Elect Director Sebastian Edwards          For       For        Management
1.4   Elect Director Andrew Lundquist           For       For        Management
1.5   Elect Director Robert E. Mellor           For       For        Management
1.6   Elect Director John H. Robinson           For       For        Management
1.7   Elect Director J. Kenneth Thompson        For       For        Management
1.8   Elect Director Timothy R. Winterer        For       For        Management
1.9   Elect Director Dennis E. Wheeler          For       For        Management
2     Adjust Par Value of Common Stock          For       For        Management
3     Approve Reverse Stock Split               For       For        Management
4     Increase Authorized Common Stock          For       For        Management
5     Ratify Auditors                           For       For        Management


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Companhia Vale Do Rio Doce

Ticker:                      Security ID:  204412209
Meeting Date: DEC 29, 2008   Meeting Type: Special
Record Date:  DEC 5, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     THE APPROVAL FOR THE PROTOCOL AND         For       For        Management
      JUSTIFICATION OF THE CONSOLIDARION OF
      MINERACAO ONCA PUMA S.A. INTO VALE
      PURSUANT TO ARTICLES 224 AND 225 OF THE
      BRAZILIAN CORPORATE LAW.
2     Ratify Auditors                           For       For        Management
3     TO DECIDE ON THE APPRAISAL REPORT,        For       For        Management
      PREPARED BY THE EXPERT APPRAISERS.
4     THE APPROVAL FOR THE CONSOLIDATION OF     For       For        Management
      MINERACAO ONCA PUMA S.A. INTO VALE,
      WITHOUT A CAPITAL INCREASE OR THE
      ISSUANCE OF NEW VALE SHARES.
5     TO RATIFY THE APPOINTMENT OF A MEMBER AND For       For        Management
      AN ALTERNATE OF THE BOARD OF DIRECTORS,
      DULY NOMINATED DURING THE BOARD OF
      DIRECTORS MEETINGS HELD ON APRIL 17, 2008
      AND MAY 21, 2008 IN ACCORDANCE WITH
      SECTION 10 OF ARTICLE 11 OF VALE S
      BY-LAWS.
6     TO AMEND ARTICLE 1 OF VALE S BY-LAWS IN   For       For        Management
      ORDER TO REPLACE THE ACRONYM  CVRD  FOR
      VALE  IN ACCORDANCE WITH THE NEW GLOBAL
      BRAND UNIFICATION.
7     TO ADJUST ARTICLES 5 AND 6 OF VALE S      For       For        Management
      BY-LAWS TO REFLECT THE CAPITAL INCREASE
      RESOLVED IN THE BOARD OF DIRECTORS
      MEETINGS HELD ON JULY 22, 2008 AND AUGUST
      05, 2008.


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

Compania De Minas Buenaventura S.A.

Ticker:                      Security ID:  204448104
Meeting Date: MAR 27, 2009   Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income              For       For        Management
2     Approve Financial Statements and          For       For        Management
      Statutory Reports for Fiscal Year Ended
      December 31, 2008 and Discharge Directors
3     Elect External Auditors for Fiscal Year   For       For        Management
      2009
4     Approve Payment of Cash Dividend          For       For        Management


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

Compania De Minas Buenaventura S.A.

Ticker:                      Security ID:  204448104
Meeting Date: OCT 6, 2008    Meeting Type: Special
Record Date:  SEP 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Authorize Issuance of Bonds/Debentures    For       For        Management


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

Detour Gold Corp.

Ticker:       DGC            Security ID:  250669108
Meeting Date: MAR 26, 2009   Meeting Type: Special
Record Date:  FEB 19, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Amalgamation with PDX Resources   For       For        Management
      Inc


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

Detour Gold Corp.

Ticker:       DGC            Security ID:  250669108
Meeting Date: JUN 3, 2009    Meeting Type: Annual/Special
Record Date:  APR 29, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Gerald S. Panneton As A Director Of For       For        Management
      The Company For The Ensuing Year
2     Elect Louis Dionne As A Director Of The   For       For        Management
      Company For The Ensuing Year
3     Elect Ingrid J. Hibbard As A Director Of  For       For        Management
      The Company For The Ensuing Year
4     Elect Philip E. Olson As A Director Of    For       For        Management
      The Company For The Ensuing Year
5     Elect Jonathan Rubenstein As A Director   For       For        Management
      Of The Company For The Ensuing Year
6     Elect Peter Crossgrove As A Director Of   For       For        Management
      The Company For The Ensuing Year
7     Elect Ronald W. Thiessen As A Director Of For       For        Management
      The Company For The Ensuing Year
8     Elect J. Michael Kenyon As A Director Of  For       For        Management
      The Company For The Ensuing Year
9     Elect Andre Gaumond As A Director Of The  For       For        Management
      Company For The Ensuing Year
10    Re-appoint Mcgovern, Hurley, Cunningham,  For       For        Management
      Llp As The Auditors Of The Company For
      The Ensuing Year And Authorize The
      Directors To Fix The Auditors
      Remuneration
11    Ratify And Approve The Company's          For       Against    Management
      Shareholder Rights Plan


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

Eldorado Gold Corp Ltd.

Ticker:       ELD            Security ID:  284902103
Meeting Date: MAY 7, 2009    Meeting Type: Annual/Special
Record Date:  MAR 19, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John S. Auston             For       For        Management
1.2   Elect Director K. Ross Cory               For       For        Management
1.3   Elect Director Robert R. Gilmore          For       For        Management
1.4   Elect Director Geoffrey A. Handley        For       For        Management
1.5   Elect Director Hugh C. Morris             For       For        Management
1.6   Elect Director Wayne D. Lenton            For       For        Management
1.7   Elect Director Jonathan Rubenstein        For       For        Management
1.8   Elect Director Donald M. Shumka           For       For        Management
1.9   Elect Director Paul N. Wright             For       For        Management
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
3     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
4     Amend Incentive Stock Option Plans        For       Against    Management
5     Adopt By-Law No. 1                        For       For        Management
6     Change Location of Annual Meeting         For       For        Management


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

First Quantum Minerals Ltd.

Ticker:       FM             Security ID:  335934105
Meeting Date: MAY 14, 2009   Meeting Type: Annual/Special
Record Date:  APR 7, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Eight          For       For        Management
2.1   Elect Director Philip K.R. Pascall        For       For        Management
2.2   Elect Director G. Clive Newall            For       For        Management
2.3   Elect Director Martin Rowley              For       For        Management
2.4   Elect Director Michael Martineau          For       For        Management
2.5   Elect Director Rupert Pennant-Rea         For       For        Management
2.6   Elect Director Andrew Adams               For       For        Management
2.7   Elect Director Peter St. George           For       For        Management
2.8   Elect Director Paul Brunner               For       For        Management
3     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
4     Approve Long Term Incentive (Treasury)    For       For        Management
      Plan


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

FNX Mining Company Inc.

Ticker:       FNX            Security ID:  30253R101
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  APR 2, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Mr. A. Terrance Macgibbon As A      For       For        Management
      Director
2     Elect Mr. Robert D. Cudney As A Director  For       For        Management
3     Elect Mr. Franklin L. Davis As A Director For       For        Management
4     Elect Mr. J. Duncan Gibson As A Director  For       For        Management
5     Elect Mr. Daniel G. Innes As A Director   For       Against    Management
6     Elect Mr. John W. Lydall As A Director    For       For        Management
7     Elect Mr. Donald M. Ross As A Director    For       For        Management
8     Elect Mr. James D. Wallace As A Director  For       For        Management
9     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Their Remuneration


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

Franco-Nevada Corp.

Ticker:       FNV            Security ID:  351858105
Meeting Date: MAY 20, 2009   Meeting Type: Annual/Special
Record Date:  APR 7, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Pierre Lassonde As A Director Of    For       Against    Management
      The Corporation
2     Elect David Harquail As A Director Of The For       For        Management
      Corporation
3     Elect David R. Peterson As A Director Of  For       For        Management
      The Corporation
4     Elect Louis Gignac As A Director Of The   For       For        Management
      Corporation
5     Elect Graham Farquharson As A Director Of For       For        Management
      The Corporation
6     Elect Randall Oliphant As A Director Of   For       For        Management
      The Corporation
7     Elect Derek W. Evans As A Director Of The For       For        Management
      Corporation
8     Appoint Pricewaterhousecoopers Llp,       For       For        Management
      Chartered Accountants, As The Auditors
      Ofthe Corporation For The Ensuing Year
      And Authorize The Directors To Fix The
      Remuneration To Be Paid To The Auditors
9     Approve The Corporation's Restricted      For       For        Management
      Share Unit Plan


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

Franco-Nevada Corp.

Ticker:       FNV            Security ID:  351858204
Meeting Date: MAY 20, 2009   Meeting Type: Annual/Special
Record Date:  APR 7, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Pierre Lassonde As A Director Of    For       Against    Management
      The Corporation
2     Elect David Harquail As A Director Of The For       For        Management
      Corporation
3     Elect David R. Peterson As A Director Of  For       For        Management
      The Corporation
4     Elect Louis Gignac As A Director Of The   For       For        Management
      Corporation
5     Elect Graham Farquharson As A Director Of For       For        Management
      The Corporation
6     Elect Randall Oliphant As A Director Of   For       For        Management
      The Corporation
7     Elect Derek W. Evans As A Director Of The For       For        Management
      Corporation
8     Appoint Pricewaterhousecoopers Llp,       For       For        Management
      Chartered Accountants, As The Auditors
      Ofthe Corporation For The Ensuing Year
      And Authorize The Directors To Fix The
      Remuneration To Be Paid To The Auditors
9     Approve The Corporation's Restricted      For       For        Management
      Share Unit Plan


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

Fresnillo plc

Ticker:                      Security ID:  G371E2108
Meeting Date: MAY 27, 2009   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 7.7 US Cents    For       For        Management
      Per Ordinary Share
3     Approve Remuneration Report               For       For        Management
4     Elect Alberto Bailleres as Director       For       For        Management
5     Elect Lord Cairns as Director             For       For        Management
6     Elect Javier Fernandez as Director        For       For        Management
7     Elect Fernando Ruiz as Director           For       For        Management
8     Elect Guy Wilson as Director              For       For        Management
9     Elect Juan Bordes as Director             For       For        Management
10    Elect Arturo Fernandez as Director        For       For        Management
11    Elect Rafael MacGregor as Director        For       For        Management
12    Elect Fernando Solana as Director         For       For        Management
13    Elect Jaime Lomelin as Director           For       For        Management
14    Appoint Ernst & Young LLP as Auditors of  For       For        Management
      the Company
15    Authorise the Audit Committee to Fix      For       For        Management
      Remuneration of Auditors
16    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      USD 119,526,693
17    Subject to the Passing of Resolution 16,  For       For        Management
      Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 17,926,003.50
18    Authorise 71,716,015 Ordinary Shares for  For       For        Management
      Market Purchase
19    Approve That a General Meeting Other Than For       For        Management
      an Annual General Meeting May Be Called
      on Not Less Than 14 Clear Days' Notice
20    Adopt New Articles of Association         For       For        Management


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

Gammon Gold Inc

Ticker:       GAM            Security ID:  36467T106
Meeting Date: MAY 15, 2009   Meeting Type: Annual/Special
Record Date:  APR 6, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Fred George, Rene Marion, Luis      For       For        Management
      Chavez, Patrick O'Neil, Kent Noseworthy,
      Canek Rangel, George Elliott, and Terry
      Cooper as Directors
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Their Remuneration
3     Approval of Issuance of Common Shares to  For       For        Management
      Executives in Lieu of Cash Bonus
4     Approve Employee Share Purchase Plan      For       Against    Management


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

Gold Fields Limited

Ticker:                      Security ID:  38059T106
Meeting Date: NOV 12, 2008   Meeting Type: Annual
Record Date:  OCT 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Year Ended June 30, 2008
2     Reelect DN Murray as Director             For       For        Management
3     Reelect CI von Christerson as Director    For       For        Management
4     Reelect GM Wilson as Director             For       For        Management
5     Reelect AJ Wright as Director             For       For        Management
6     Place Authorized But Unissued Ordinary    For       For        Management
      Shares under Control of Directors
7     Place Authorized But Unissued             For       For        Management
      Non-Convertible Redeemable Shares under
      Control of Directors
8     Approve Issuance of Shares without        For       For        Management
      Preemptive Rights up to a Maximum of 10
      Percent of Issued Capital
9     Award Non-Executive Directors with Share  For       For        Management
      Rights in Accordance with The Gold Fields
      Limited 2005 Non-Executive Share Plan
10    Approve Increase in Directors' Fees       For       For        Management
11    Authorize Repurchase of Up to 20 Percent  For       For        Management
      of Issued Share Capital


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

Goldcorp Inc.

Ticker:       G              Security ID:  380956409
Meeting Date: MAY 22, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ian W. Telfer              For       For        Management
1.2   Elect Director Douglas M. Holtby          For       For        Management
1.3   Elect Director Charles A. Jeannes         For       For        Management
1.4   Elect Director John P. Bell               For       For        Management
1.5   Elect Director Lawrence I. Bell           For       For        Management
1.6   Elect Director Beverley A. Briscoe        For       For        Management
1.7   Elect Director Peter J. Dey               For       For        Management
1.8   Elect Director P. Randy Reifel            For       For        Management
1.9   Elect Director A. Dan Rovig               For       For        Management
1.10  Elect Director Kenneth F. Williamson      For       For        Management
2     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Their
      Remuneration


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

Golden Star Resources Ltd.

Ticker:       GSC            Security ID:  38119T104
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James E. Askew             For       For        Management
1.2   Elect Director David K. Fagin             For       Withhold   Management
1.3   Elect Director Lars-Eric Johansson        For       For        Management
1.4   Elect Director Ian MacGregor              For       For        Management
1.5   Elect Director Thomas G. Mair             For       For        Management
1.6   Elect Director Michael P. Martineau       For       For        Management
1.7   Elect Director Michael A. Terrell         For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration


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

Hecla Mining Co.

Ticker:       HL             Security ID:  422704106
Meeting Date: MAY 29, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John H. Bowles             For       For        Management
1.2   Elect Director George R. Nethercutt, Jr.  For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

HudBay Minerals Inc.

Ticker:       HBM            Security ID:  443628102
Meeting Date: MAR 25, 2009   Meeting Type: Proxy Contest
Record Date:  FEB 23, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Remove Directors and Elect Eight          Against   Did Not    Management
      Dissident Nominees                                  Vote
1     Remove Directors and Elect Eight          For       For        Shareholder
      Dissident Nominees


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

IAMGOLD Corporation

Ticker:       IMG            Security ID:  450913108
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  APR 9, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect William D. Pugliese, Derek Bullock, For       Withhold   Management
      Donald K. Charter, Joseph F. Conway, W.
      Robert Dengler, Mahendra Naik, John T.
      Shaw, John E. Caldwell, Peter C. Jones,
      and Guy G. Dufresne as Directors
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Their Remuneration


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

Impala Platinum Holdings Ltd.

Ticker:                      Security ID:  S37840113
Meeting Date: OCT 23, 2008   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Year Ended June 30, 2008
2.1   Reelect MV Mennell as Director            For       For        Management
2.2   Reelect Dh Brown as Director              For       For        Management
2.3   Reelect TV Mokgatlha as Director          For       For        Management
2.4   Reelect LG Paton as Director              For       For        Management
2.5   Reelect LC van Vught as Director          For       For        Management
3     Approve Remuneration of Non-Executive     For       For        Management
      Directors
4     Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital


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

Ironx Mineracao S.A.

Ticker:                      Security ID:  P5891R104
Meeting Date: AUG 18, 2008   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Delisting from the Novo Mercado   For       For        Management
      of the Sao Paulo Stock Exchange
2     Appoint Independent Firm to Appraise Firm For       For        Management
      in Accordance with Novo Mercado Rules
3     Change Company Name to Anglo Ferrous      For       For        Management
      Brazil SA
4     Amend Articles to Reflect the Changes     For       For        Management
      Proposed Earlier


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

Ivanhoe Mines Ltd.

Ticker:       IVN            Security ID:  46579N103
Meeting Date: MAY 8, 2009    Meeting Type: Annual/Special
Record Date:  MAR 23, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert M. Friedland        For       For        Management
1.2   Elect Director David Huberman             For       Withhold   Management
1.3   Elect Director John Macken                For       For        Management
1.4   Elect Director Peter Meredith             For       Withhold   Management
1.5   Elect Director Bret Clayton               For       For        Management
1.6   Elect Director Kjeld Thygesen             For       Withhold   Management
1.7   Elect Director Robert Hanson              For       Withhold   Management
1.8   Elect Director Markus Faber               For       Withhold   Management
1.9   Elect Director Howard Balloch             For       Withhold   Management
1.10  Elect Director David Korbin               For       Withhold   Management
1.11  Elect Director R. Edward Flood            For       For        Management
1.12  Elect Director Livia Mahler               For       For        Management
2     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Their
      Remuneration
3     Amend Equity Incentive Plan               For       Against    Management


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

Jaguar Mining Inc.

Ticker:       JAG            Security ID:  47009M103
Meeting Date: MAY 14, 2009   Meeting Type: Annual/Special
Record Date:  MAR 30, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Andrew C. Burns, Gilmour Clausen,   For       For        Management
      William E. Dow, Gary E. German, Anthony
      F. Griffiths, and Daniel R. Titcomb as
      Directors
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Their Remuneration
3     Amend By-law No. 2                        For       For        Management


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

KATANGA MINING LTD

Ticker:       KAT            Security ID:  G5221G109
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 19, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Auditors and Authorize Board to   For       For        Management
      Fix Their Remuneration
2     Elect Mr. Hugh Stoyell as a Director      For       For        Management
3     Elect Mr. George A. Forrest as a Director For       For        Management
4     Elect Mr. Malta D. Forrest as a Director  For       For        Management
5     Elect Mr. Robert Wardell as a Director    For       For        Management
6     Elect Mr. Terry Robinson as a Director    For       For        Management
7     Elect Mr. Rafael Berber as a Director     For       Against    Management
8     Elect Mr. Stephen Oke as a Director       For       Against    Management
9     Elect Mr. Aristotelis Mistakidis as a     For       For        Management
      Director
10    Transact Other Business (Non-Voting)      None      None       Management


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

KATANGA MINING LTD

Ticker:       KAT            Security ID:  G5221G109
Meeting Date: JAN 12, 2009   Meeting Type: Special
Record Date:  DEC 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Share Capital to 5    For       Against    Management
      billion Common Shares
2     Transact Other Business (Non-Voting)      None      None       Management


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

Kinross Gold Corp.

Ticker:       K              Security ID:  496902404
Meeting Date: MAY 6, 2009    Meeting Type: Annual/Special
Record Date:  MAR 17, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John A. Brough             For       For        Management
1.2   Elect Director Wilson N. Brumer           For       For        Management
1.3   Elect Director Tye W. Burt                For       For        Management
1.4   Elect Director John K. Carrington         For       For        Management
1.5   Elect Director John M.H. Huxley           For       For        Management
1.6   Elect Director John A. Keyes              For       For        Management
1.7   Elect Director Catherine McLeod-Seltzer   For       For        Management
1.8   Elect Director George F. Michals          For       For        Management
1.9   Elect Director John E. Oliver             For       For        Management
1.10  Elect Director Terence C.W. Reid          For       For        Management
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Their Remuneration
3     Approve Shareholder Rights Plan           For       For        Management


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

Lihir Gold Ltd.

Ticker:                      Security ID:  Y5285N149
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAY 4, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for the Year Ended Dec. 31, 2008
2     Elect Alister Maitland as Director        For       For        Management
3     Elect Geoff Loudon as Director            For       For        Management
4     Approve PricewaterhouseCoppers as Auditor For       For        Management
5     Approve Grant of 1.87 Million Share       For       For        Management
      Rights to Arthur Hood, Managing Director
      and Chief Executive Officer under the
      Lihir Executive Share Plan
6     Ratify Past Issue of 171.67 Million       For       For        Management
      Ordinary Shares with a Price of A$3.00
      Each to Professional and Sophisticated
      Investors Issued on March 12, 2009
7     Increase Maximum Aggregate Non-Executive  For       For        Management
      Remuneration from $1 Million to $1.32
      Million Effective Jan.1, 2009


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

Lonmin plc

Ticker:                      Security ID:  G56350112
Meeting Date: JAN 29, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Reappoint KPMG Audit plc as Auditors and  For       For        Management
      Authorise the Board to Determine Their
      Remuneration
4     Re-elect Sir John Craven as Director      For       For        Management
5     Re-elect Michael Hartnall as Director     For       For        Management
6     Re-elect Roger Phillimore as Director     For       For        Management
7     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      USD 52,600,000
8     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 7,800,000
9     Authorise 15,700,000 Ordinary Shares for  For       For        Management
      Market Purchase
10    Adopt New Articles of Association         For       For        Management
11    Amend Lonmin Stay and Prosper Plan        For       For        Management
12    Amend Lonmin plc Shareholder Value        For       For        Management
      Incentive Plan


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

Lundin Mining Corporation

Ticker:       LUN            Security ID:  550372106
Meeting Date: JAN 26, 2009   Meeting Type: Special
Record Date:  DEC 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Arrangement for Acquisition by    For       For        Management
      HudBay Minerals Inc.


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

Mercator Minerals Ltd.

Ticker:       ML             Security ID:  587582107
Meeting Date: JUN 30, 2009   Meeting Type: Annual/Special
Record Date:  MAY 26, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve To Determine The Number Of        For       For        Management
      Directors At 7
2     Elect Michael L. Surratt As A Director    For       For        Management
      For The Ensuing Year
3     Elect Raymond R. Lee As A Director For    For       For        Management
      The Ensuing Year
4     Elect Michael D. Lindeman As A Director   For       For        Management
      For The Ensuing Year
5     Elect Stephen P. Quin As A Director For   For       For        Management
      The Ensuing Year
6     Elect Robert J. Quinn As A Director For   For       For        Management
      The Ensuing Year
7     Elect Gavin Thomas As A Director For The  For       Against    Management
      Ensuing Year
8     Elect Ronald E. Vankoughnett As A         For       For        Management
      Director For The Ensuing Year
9     Appoint Bdo Dunwoody Llp, Chartered       For       For        Management
      Accountants, As The Auditor Of The
      Company for Ensuing Fy And Authorize The
      Directors To Set The Auditor's
      Remuneration
10    Amend The Articles Of Association And     For       Against    Management
      Authorize The Share Structure Of The
      Company
11    Transact Such Other Business              For       Against    Management


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

MOSAIC CO

Ticker:       MOS            Security ID:  61945A107
Meeting Date: OCT 9, 2008    Meeting Type: Annual
Record Date:  AUG 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David B. Mathis            For       For        Management
1.2   Elect Director James L. Popowich          For       For        Management
1.3   Elect Director James T. Prokopanko        For       For        Management
1.4   Elect Director Steven M. Seibert          For       For        Management
2     Ratify Auditors                           For       For        Management


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

New Gold Inc.

Ticker:       NGD            Security ID:  644535106
Meeting Date: MAY 13, 2009   Meeting Type: Annual/Special
Record Date:  APR 8, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Mr. James Estey As A Director Of    For       For        Management
      New Gold For The Ensuing Year
2     Elect Mr. Robert Gallagher As A Director  For       For        Management
      Of New Gold For The Ensuing Year
3     Elect Mr. Pierre Lassonde As A Director   For       For        Management
      Of New Gold For The Ensuing Year
4     Elect Mr. Craig Nelsen As A Director Of   For       For        Management
      New Gold For The Ensuing Year
5     Elect Mr. Paul Sweeney As A Director Of   For       For        Management
      New Gold For The Ensuing Year
6     Elect Mr. Ian W. Telfer As A Director Of  For       For        Management
      New Gold For The Ensuing Year
7     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Their
      Remuneration
8     Authorize Issuance of Common Shares In    For       For        Management
      Connection with the Business Bombination
      with Western Goldfields Inc.
9     Fix Number of Directors at Ten and Elect  For       For        Management
      Randall Oliphant, Raymond Threlkeld,
      Vahan Kololian and Martyn Konig as
      Directors of Western Goldfields Inc.


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

New Pacific Metals Corp.

Ticker:       NUX            Security ID:  647823103
Meeting Date: NOV 28, 2008   Meeting Type: Annual/Special
Record Date:  OCT 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Five           For       For        Management
2.1   Elect Director Rui Feng                   For       For        Management
2.2   Elect Director Jack Austin                For       For        Management
2.3   Elect Director Joanne Yan                 For       For        Management
2.4   Elect Director Ludgero Duarte             For       For        Management
2.5   Elect Director Shating Shen               For       For        Management
3     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Their
      Remuneration
4     Amend Stock Option Plan                   For       Against    Management
5     Approve Repricing of Options              For       Against    Management
6     Ratify All Acts of Directors and Officers For       For        Management
7     Other Business                            For       Against    Management


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

Newcrest Mining Ltd.

Ticker:       NCM            Security ID:  Q6651B114
Meeting Date: OCT 30, 2008   Meeting Type: Annual
Record Date:  OCT 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive and Consider the Financial Report None      None       Management
      of the Company and the Reports of the
      Directors and Auditors for the Year Ended
      June 30, 2008
2a    Elect Richard Knight as Director          For       For        Management
2b    Elect Don Mercer as Director              For       For        Management
3     Approve Remuneration Report for the Year  For       For        Management
      Ended June 30, 2008
4     Renew Partial Takeover Provision          For       For        Management
5     Approve Amendments to the Company's       For       For        Management
      Constitution


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

Newmont Mining Corp.

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     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 Joseph A. Carrabba         For       For        Management
1.4   Elect Director Noreen Doyle               For       For        Management
1.5   Elect Director Veronica M. Hagen          For       For        Management
1.6   Elect Director Michael S. Hamson          For       For        Management
1.7   Elect Director Robert J. Miller           For       For        Management
1.8   Elect Director Richard T. O'Brien         For       For        Management
1.9   Elect Director John B. Prescott           For       For        Management
1.10  Elect Director Donald C. Roth             For       For        Management
1.11  Elect Director James V. Taranik           For       For        Management
1.12  Elect Director Simon Thompson             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

Northern Dynasty Minerals Ltd.

Ticker:       NDM            Security ID:  66510M204
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:  APR 29, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David Copeland             For       For        Management
1.2   Elect Director Scott Cousens              For       For        Management
1.3   Elect Director Robert A. Dickinson        For       For        Management
1.4   Elect Director David Elliott              For       For        Management
1.5   Elect Director Gordon Fretwell            For       For        Management
1.6   Elect Director Russell Hallbauer          For       For        Management
1.7   Elect Director Wayne Kirk                 For       For        Management
1.8   Elect Director Stephen Scott              For       For        Management
1.9   Elect Director Marchand Snyman            For       For        Management
1.10  Elect Director Ronald W. Thiessen         For       For        Management
2     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Their
      Remuneration


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

Northgate Minerals Corporation

Ticker:       NGX            Security ID:  666416102
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Mark Daniel                For       For        Management
2     Elect Director Paul J. Dowd               For       For        Management
3     Elect Director Patrick D. Downey          For       For        Management
4     Elect Director Richard J. Hall            For       For        Management
5     Elect Director Douglas P. Hayhurst        For       For        Management
6     Elect Director Terrence A. Lyons          For       Against    Management
7     Elect Director Conrad A. Pinette          For       For        Management
8     Elect Director Kenneth G. Stowe           For       For        Management
9     Ratify KPMG LLP as Auditors               For       For        Management
10    Authorize Board to Fix Remuneration of    For       For        Management
      Auditors


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

NovaGold Resources Inc.

Ticker:       NG             Security ID:  66987E206
Meeting Date: MAY 26, 2009   Meeting Type: Annual/Special
Record Date:  APR 22, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kalidas Madhavpeddi        For       For        Management
1.2   Elect Director Gerald J. McConnell        For       Withhold   Management
1.3   Elect Director Tony Giardini              For       For        Management
1.4   Elect Director Clynton Nauman             For       For        Management
1.5   Elect Director James L. Philip            For       For        Management
1.6   Elect Director Rick Van Nieuwenhuyse      For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Amend Stock Option Plan                   For       Against    Management
4     Approve Performance Share Unit Plan       For       Against    Management
5     Approve Deferred Share Unit Plan          For       For        Management


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

Osisko Mining Corporation

Ticker:       OSK            Security ID:  688278100
Meeting Date: JUN 30, 2009   Meeting Type: Annual
Record Date:  APR 30, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect The Corporation's Directors         For       For        Management
2     Appoint Pricewaterhousecoopers Llp As The For       For        Management
      Corporation's External Auditors For 2009
      And Authorize The Directors To Fix Their
      Remuneration


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

Pan American Silver Corp.

Ticker:       PAA            Security ID:  697900108
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ross J. Beaty              For       For        Management
1.2   Elect Director Geoffrey A. Burns          For       For        Management
1.3   Elect Director Robert P. Pirooz           For       For        Management
1.4   Elect Director William Fleckenstein       For       For        Management
1.5   Elect Director Michael J. J. Maloney      For       For        Management
1.6   Elect Director Michael Larson             For       For        Management
1.7   Elect Director Paul B. Sweeney            For       For        Management
1.8   Elect Director David C. Press             For       For        Management
1.9   Elect Director Walter T. Segsworth        For       For        Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
3     Authorize Board to Fix Remuneration of    For       For        Management
      Auditors


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

PanAust Ltd

Ticker:                      Security ID:  Q7283A110
Meeting Date: MAY 22, 2009   Meeting Type: Annual
Record Date:  MAY 20, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Remuneration Report for the Year  For       For        Management
      Ended Dec. 31, 2008
2     Elect Garry Hounsell as Director          For       For        Management
3     Elect Geoffrey Billard as Director        For       For        Management
4     Elect Andrew Daley as Director            For       For        Management
5     Approve the Issue of 17.2 Million Options For       For        Management
      with an Issue Price of A$0.30 Each Under
      the PanAust Executives' Option Plan or 8
      Million New Share Rights Under the
      PanAust Share Rights Plan to Gary
      Stafford, Managing Director
6     Approve the Issue of 75 Million Options   For       For        Management
      with an Exercise Price of A$0.105 Each to
      Goldman Sachs JBWere Capital Markets
      Limited (GSJBW) As Partial Payment for
      the Subordinate Bridge Facilities
      Provided by GSJBW


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

PanAust Ltd

Ticker:                      Security ID:  Q7283A110
Meeting Date: APR 15, 2009   Meeting Type: Special
Record Date:  APR 9, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Issuance of 75 Million Options    None      For        Management
      Exercisable at A$0.105 to Goldman Sachs
      JBWere Capital
2     Ratify Past Issuance  of 147.07 Million   For       For        Management
      Shares at an Issue Price of A$0.15 to
      Institutional and Sophisticated Investors
      Made on Jan. 28, 2009


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

Peter Hambro Mining plc

Ticker:                      Security ID:  G5555S109
Meeting Date: JUN 25, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       Abstain    Management
3     Appoint Deloitte LLP as Auditors and      For       For        Management
      Authorise the Board to Determine Their
      Remuneration
4     Elect Sir Malcolm Field as Director       For       For        Management
5     Elect Sir Roderic Lyne as Director        For       For        Management
6     Elect Brian Egan as Director              For       For        Management
7     Re-elect Peter Hambro as Director         For       For        Management
8     Re-elect Peter Hill-Wood as Director      For       For        Management
9     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights Under a General Authority up to
      Aggregate Nominal Amount of GBP 570,278
      and an Additional Amount Pursuant to a
      Rights Issue of up to GBP 570,278
10    Subject to the Passing of Resolution 9,   For       For        Management
      Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 85,541
11    Authorise 8,554,174 Ordinary Shares for   For       For        Management
      Market Purchase
12    Approve Peter Hambro Minig plc Long-Term  For       Against    Management
      Incentive Plan
13    Adopt New Articles of Association         For       For        Management
14    Approve That a General Meeting Other Than For       For        Management
      an Annual General Meeting May Be Called
      on Not Less Than 14 Clear Days' Notice


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

Peter Hambro Mining plc

Ticker:                      Security ID:  G5555S109
Meeting Date: MAR 25, 2009   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition of Aricom plc to be   For       For        Management
      Effected Pursuant to a Scheme of
      Arrangement or Takeover Offer Made by or
      on Behalf of the Company; Increase Auth.
      Cap. to GBP 3.5M Ordinary Shares; Auth.
      Issue of Equity with Pre-emptive Rights
      up to GBP 739,290
2     Subject to Resolution 1, Authorise Issue  For       For        Management
      of Equity or Equity-Linked Securities
      with Pre-emptive Rights up to GBP
      1,203,092 and without Pre-emptive Rights
      up to GBP 180,462


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

Potash Corporation of Saskatchewan Inc.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 7, 2009    Meeting Type: Annual/Special
Record Date:  MAR 12, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. M. Burley               For       For        Management
1.2   Elect Director W. J. Doyle                For       For        Management
1.3   Elect Director J. W. Estey                For       For        Management
1.4   Elect Director C. S. Hoffman              For       For        Management
1.5   Elect Director D. J. Howe                 For       For        Management
1.6   Elect Director A. D. Laberge              For       For        Management
1.7   Elect Director K. G. Martell              For       For        Management
1.8   Elect Director J. J. McCaig               For       For        Management
1.9   Elect Director M. Mogford                 For       For        Management
1.10  Elect Director P. J. Schoenhals           For       For        Management
1.11  Elect Director E. R. Stromberg            For       For        Management
1.12  Elect Director E. Viyella de Paliza       For       For        Management
2 Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Their
      Remuneration
3     Approve 2009 Performance Option Plan      For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

Randgold Resources Ltd.

Ticker:                      Security ID:  752344309
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Elect Christopher Coleman as Director     For       For        Management
3     Elect Jon Walden as Director              For       For        Management
4     Approve Remuneration Report               For       Against    Management
5     Approve the Fees Payable to Directors     For       For        Management
6     Reappoint BDO Stoy Hayward LLP as         For       For        Management
      Auditors of the Company


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

Randgold Resources Ltd.

Ticker:                      Security ID:  752344309
Meeting Date: JUL 28, 2008   Meeting Type: Special
Record Date:  JUN 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Randgold Resources Limited        For       Against    Management
      Restricted Share Scheme


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

Real Gold Mining Ltd

Ticker:                      Security ID:  G74099105
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports of the Company for the year ended
      31 December 2008
2     Re-elect Wang Zhentian as an executive    For       Against    Management
      Director
3     Re-elect Qiu Haicheng as an executive     For       For        Management
      Director
4     Re-elect Ma Wenxue as an executive        For       For        Management
      Director
5     Re-elect Cui Jie as an executive Director For       For        Management
6     Re-elect Lu Tianjun as an executive       For       For        Management
      Director
7     Re-elect Mak Kin Kwong as an independent  For       For        Management
      non-executive Director
8     Re-elect Zhao Enguang as an independent   For       For        Management
      non-executive Director
9     Re-elect Xiao Zuhe as an independent      For       For        Management
      non-executive Director
10    Authorise the Board to Fix the Directors' For       For        Management
      Remuneration for the year ending 31
      December 2009
11    Re-appoint Deloitte Touche Tohmatsu as    For       For        Management
      the auditors of the Company and Authorise
      the Board to fix its Remuneration
12    Authorize Share Repurchase Program        For       For        Management
13    Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities with or without
      Preemptive Rights
14    Authorize Reissuance of Repurchased       For       Against    Management
      Shares


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

Red Back Mining Inc.

Ticker:       RBI            Security ID:  756297107
Meeting Date: MAY 21, 2009   Meeting Type: Annual/Special
Record Date:  APR 9, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Mr. Richard P. Clark As A Director  For       For        Management
      To Hold Office Until The Next
      Annualmeeting Of The Corporation
2     Elect Mr. Lukas H. Lundin As A Director   For       For        Management
      To Hold Office Until The Next Annual
      Meeting Of The Corporation
3     Elect Mr. Robert F. Chase As A Director   For       For        Management
      To Hold Office Until The Next Annual
      Meeting Of The Corporation
4     Elect Mr. Brian D. Edgar As A Director To For       For        Management
      Hold Office Until The Next Annual Meeting
      Of The Corporation
5     Elect Mr. Michael W. Hunt As A Director   For       For        Management
      To Hold Office Until The Next Annual
      Meeting Of The Corporation
6     Elect Mr. Harry N. Michael As A Director  For       For        Management
      To Hold Office Until The Next
      Annualmeeting Of The Corporation
7     Elect Mr. George L. Brack As A Director   For       For        Management
      To Hold Office Until The Next Annual
      Meeting Of The Corporation
8     Appoint Pricewaterhousecoopoers Llp,      For       For        Management
      Chartered Accountants As The Auditors
      Ofthe Corporation For The Ensuing Year
      And Authorize The Directors To Fix
      Theirremuneration
9     Amend The Corporation S Stock Option Plan For       Against    Management
      As Specified
10    Approve The Certain Stock Option Grants   For       Against    Management
      To Insider Of The Corporation As
      Specified


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

Rio Tinto plc

Ticker:                      Security ID:  767204100
Meeting Date: APR 15, 2009   Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE FINANCIAL STATEMENTS AND   For       For        Management
      THE REPORTS OF THEDIRECTORS AND AUDITORS
      FOR THE YEAR ENDED 31 DECEMBER 2008
2     APPROVAL OF THE REMUNERATION REPORT       For       For        Management
3     TO ELECT JAN DU PLESSIS AS A DIRECTOR     For       For        Management
4     TO RE-ELECT SIR DAVID CLEMENTI AS A       For       For        Management
      DIRECTOR
5     TO RE-ELECT SIR ROD EDDINGTON AS A        For       Against    Management
      DIRECTOR
6     TO RE-ELECT ANDREW GOULD AS A DIRECTOR    For       For        Management
7     TO RE-ELECT DAVID MAYHEW AS A DIRECTOR    For       For        Management
8     RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS  For       For        Management
      LLP AS AUDITORS AND TOAUTHORISE THE AUDIT
      COMMITTEE TO DETERMINE THEIR REMUNERATION
9     NON EXECUTIVE DIRECTORS  FEES             For       For        Management
10    TO INCREASE THE AUTHORISED SHARE CAPITAL  For       For        Management
      AND AUTHORITY TO ALLOTRELEVANT SECURITIES
      UNDER SECTION 80 OF THE COMPANIES ACT
      1985
11    AUTHORITY TO ALLOT RELEVANT SECURITIES    For       For        Management
      FOR CASH UNDER SECTION 89OF THE COMPANIES
      ACT 1985
12    NOTICE PERIOD FOR GENERAL MEETINGS OTHER  For       For        Management
      THAN ANNUAL GENERALMEETINGS
13    AUTHORITY TO PAY SCRIP DIVIDENDS          For       For        Management
14    ADOPTION AND AMENDMENT OF NEW ARTICLES OF For       For        Management
      ASSOCIATION OF THECOMPANY


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

Royal Gold, Inc.

Ticker:       RGLD           Security ID:  780287108
Meeting Date: NOV 5, 2008    Meeting Type: Annual
Record Date:  SEP 16, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M. Craig Haase             For       For        Management
1.2   Elect Director S. Oden Howell, Jr.        For       For        Management
1.3   Elect Director Donald Worth               For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Rubicon Minerals Corporation

Ticker:       RMX            Security ID:  780911103
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:  MAY 5, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Six            For       For        Management
2.1   Elect Director David W. Adamson           For       For        Management
2.2   Elect Director David R. Reid              For       For        Management
2.3   Elect Director Philp S. Martin            For       For        Management
2.4   Elect Director John R. Brodie             For       For        Management
2.5   Elect Director Kevin D. Sherkin           For       For        Management
2.6   Elect Director Christopher J. Bradbrook   For       For        Management
3     Approve De Visser Gray LLP as Auditors    For       For        Management
      and Authorize Board to Fix Their
      Remuneration


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

Salamander Energy plc

Ticker:                      Security ID:  G7779L100
Meeting Date: AUG 8, 2008    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Subject to and Conditional Upon the       For       For        Management
      Completion of the Placing and the Open
      Offer, Approve Increase in Authorised
      Share Capital from GBP 17,000,000 to GBP
      20,500,000; Authorise Issue of Equity
      with Pre-emptive Rights up to GBP
      5,050,000
2     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 1,800,000 in
      Connection with the Placing of the Firm
      Placed Shares
3     Subject to and Conditional Upon the       For       For        Management
      Passing of Resolutions 1 and 2 and the
      Completion of the Placing and the Open
      Offer, Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 765,000


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

San Gold Corp.

Ticker:       SGR            Security ID:  79780P104
Meeting Date: JUN 23, 2009   Meeting Type: Annual/Special
Record Date:  MAY 22, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Messrs. Hugh Wynne, Dale Ginn,      For       Against    Management
      Richard Boulay, Courtney Shearer, Ben
      Hubert, Michael Power And James
      Mccutcheon To The Board Of Directors
2     Appoint Scarrow & Donald Llp As The       For       For        Management
      Auditors Of The Corporation And
      Authorizethe Board Of Directors To Fix
      The Auditors  Remuneration
3     Approve To Re-approve The Stock Option    For       For        Management
      Plan Of The Corporation


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

Silver Standard Resources Inc.

Ticker:       SSO            Security ID:  82823L106
Meeting Date: MAY 15, 2009   Meeting Type: Annual
Record Date:  APR 9, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Eight          For       For        Management
2.1   Elect Director A.E. Michael Anglin        For       For        Management
2.2   Elect Director John R. Brodie             For       For        Management
2.3   Elect Director Richard C. Campbell        For       For        Management
2.4   Elect Director R.E. Gordon Davis          For       For        Management
2.5   Elect Director David L. Johnston          For       For        Management
2.6   Elect Director Richard D. Paterson        For       For        Management
2.7   Elect Director Robert A. Quartermain      For       For        Management
2.8   Elect Director Peter W. Tomsett           For       For        Management
3     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration


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

Silver Wheaton Corp.

Ticker:       SLW            Security ID:  828336107
Meeting Date: MAY 21, 2009   Meeting Type: Annual/Special
Record Date:  MAR 31, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eduardo Luna               For       For        Management
1.2   Elect Director Peter D. Barnes            For       For        Management
1.3   Elect Director Lawrence I. Bell           For       For        Management
1.4   Elect Director John A. Brough             For       For        Management
1.5   Elect Director R. Peter Gillin            For       For        Management
1.6   Elect Director Douglas M. Holtby          For       For        Management
1.7   Elect Director Wade D. Nesmith            For       For        Management
2     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Their
      Remuneration
3     Approve Shareholder Rights Plan           For       For        Management
4     Re-approve Stock Option Plan              For       For        Management


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

Silvercorp Metals Inc.

Ticker:       SVM            Security ID:  82835P103
Meeting Date: SEP 26, 2008   Meeting Type: Annual/Special
Record Date:  AUG 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rui Feng                   For       For        Management
1.2   Elect Director Myles Jianguo Gao          For       For        Management
1.3   Elect Director S. Paul Simpson            For       For        Management
1.4   Elect Director Greg Hall                  For       For        Management
1.5   Elect Director Earl Drake                 For       For        Management
1.6   Elect Director Yikang Liu                 For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration
3     Approve Shareholder Rights Plan           For       Against    Management
4     Ratify All Acts of Directors and Officers For       For        Management
5     Other Business                            For       Against    Management


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

Sino Gold Mining Ltd.

Ticker:                      Security ID:  Q8505T101
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  MAY 26, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve the  Remuneration Report for the  For       Against    Management
      Financial Year Ended Dec. 31, 2008
2     Elect Hanjing Xu as a Director            For       For        Management
3     Elect Brian Davidson as a Director        For       Against    Management
4     Elect Liangang Li as a Director           For       For        Management
5     Authorise Options Pursuant to the         For       Against    Management
      Company's Executive and Employee Option
      Plan
6     Approve the Grant of 487,500 Options at   None      Against    Management
      an Exercise Price  of A$4.35 Each to
      Jacob Klein, Executive Director, Pursuant
      to the Company's Executive and Employee
      Option Plan
7     Approve the Grant of 276,250 Options at   None      Against    Management
      an Exercise Price of A$4.35 Each to
      Hanjing Xu, Executive Director, Pursuant
      to the Company's Executive and Employee
      Option Plan
8     Approve the Grant of 20,000 Options at an None      Against    Management
      Exercise Price of A$4.35 Each to Thomas
      McKeith, Non-Executive Director, Pursuant
      to the Company's Executive and Employee
      Option Plan
9     Approve the Grant of 20,000 Options at an None      Against    Management
      Exercise Price of A$4.35 Each to Liangang
      Li, Non-Executive Director, Pursuant to
      the Company's Executive and Employee
      Option Plan
10    Approve the Grant of 35,000 Options at an None      Against    Management
      Exercise Price of A$4.35 Each to James
      Askew, Non-Executive Director, Pursuant
      to the Company's Executive and Employee
      Option Plan
11    Approve the Grant of 20,000 Options at an None      Against    Management
      Exercise Price of A$4.35 Each to Peter
      Cassidy, Non-Executive Director, Pursuant
      to the Company's Executive and Employee
      Option Plan
12    Approve the Grant of 20,000 Options at an None      Against    Management
      Exercise Price of A$4.35 Each to Brian
      Davidson, Non-Executive Director,
      Pursuant to the Company's Executive and
      Employee Option Plan
13    Approve the Grant of 20,000 Options at an None      Against    Management
      Exercise Price of A$4.35 Each to Peter
      Housden, Non-Executive Director, Pursuant
      to the Company's Executive and Employee
      Option Plan


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

Sociedad Quimica y Minera de Chile S.A. (SQM)

Ticker:                      Security ID:  833635105
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  APR 9, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended Dec. 31,
      2008
2     Elect External Auditors and Supervisory   For       For        Management
      Board for Fiscal Year 2009
3     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
4     Approve Investment and Financing Policy   For       For        Management
5     Approve Allocation of Income and          For       For        Management
      Dividends and Dividend Policy
6     Approve Board Expenses for Fiscal Year    For       For        Management
      2008
7     Approve Remuneration of Directors         For       For        Management
8     Approve Issues Related to Director and    For       Against    Management
      Audit Committees
9     Other Business                            For       Against    Management


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

SOLARIA ENERGIA Y MEDIO AMBIENTE, SA

Ticker:                      Security ID:  E8935P110
Meeting Date: JUN 27, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Individual and Consolidated       For       For        Management
      Financial Statements; Approve Discharge
      of Directors
2     Approve Allocation of Income for Fiscal   For       For        Management
      Year 2008
3     Elect External Auditor for Fiscal Years   For       For        Management
      2009-2011
4     Authorize Board to Apply for Joint Tax    For       For        Management
      Filing
5     Authorize Repurchase of Shares            For       For        Management
6.1   Amend Article 28 of Bylaws Re:            For       For        Management
      Constitution
6.2   Amend Article 28 of Bylaws Re: Annual     For       For        Management
      Accounts
7     Ammend Article 15 of Shareholder Meetings For       For        Management
      Guidelines
8     Approve Remuneration of Directors         For       For        Management
9     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions
10    Approve Minutes of Meeting                For       For        Management


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

Taseko Mines Ltd.

Ticker:       TKO            Security ID:  876511106
Meeting Date: JUN 16, 2009   Meeting Type: Annual/Special
Record Date:  MAY 5, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve To Fix The Number Of Directors At For       For        Management
      9
2     Elect William P. Armstrong As A Director  For       For        Management
      Of The Company For The Ensuing Year
3     Elect David J. Copeland As A Director Of  For       For        Management
      The Company For The Ensuing Year
4     Elect T. Barry Coughlan As A Director Of  For       For        Management
      The Company For The Ensuing Year
5     Elect Scott D. Cousens As A Director Of   For       For        Management
      The Company For The Ensuing Year
6     Elect Robert A. Dickinson As A Director   For       For        Management
      Of The Company For The Ensuing Year
7     Elect David Elliott As A Director Of The  For       For        Management
      Company For The Ensuing Year
8     Elect Russell E. Hallbauer As A Director  For       Against    Management
      Of The Company For The Ensuing Year
9     Elect Wayne Kirk As A Director Of The     For       For        Management
      Company For The Ensuing Year
10    Elect Ronald W. Thiessen As A Director Of For       For        Management
      The Company For The Ensuing Year
11    Appoint Kpmg Llp, Chartered Accountants,  For       For        Management
      As The Auditor Of The Company For The
      Ensuing Year
12    Ratify And Approve The Continuance Of The For       Against    Management
      Share Option Plan


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

Thompson Creek Metals Co Inc.

Ticker:       TCM            Security ID:  884768102
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Denis C. Arsenault         For       For        Management
1.2   Elect Director James L. Freer             For       For        Management
1.3   Elect Director James P. Geyer             For       For        Management
1.4   Elect Director Timothy J. Haddon          For       For        Management
1.5   Elect Director Kerry J. Knoll             For       For        Management
1.6   Elect Director Kevin Loughrey             For       For        Management
1.7   Elect Director Ian J. McDonald            For       For        Management
1.8   Elect Director Thomas J. O'Neil           For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration


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

Uranium One Inc.

Ticker:       UUU            Security ID:  91701P105
Meeting Date: MAY 8, 2009    Meeting Type: Annual/Special
Record Date:  APR 6, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Mr. Ian Telfer As A Director Of The For       For        Management
      Corporation For The Ensuing Year
3     Elect Mr. Andrew Adams As A Director Of   For       For        Management
      The Corporation For The Ensuing Year
4     Elect Dr. Massimo Carello As A Director   For       For        Management
      Of The Corporation For The Ensuing Year
5     Elect Mr. David Hodson As A Director Of   For       For        Management
      The Corporation For The Ensuing Year
6     Elect Mr. D. Jean Nortier As A Director   For       For        Management
      Of The Corporation For The Ensuing Year
7     Elect Mr. Terry Rosenberg As A Director   For       For        Management
      Of The Corporation For The Ensuing Year
8     Elect Mr. Phillip Shirvington As A        For       For        Management
      Director Of The Corporation For The
      Ensuingyear
9     Elect Mr. Mark Wheatley As A Director Of  For       For        Management
      The Corporation For The Ensuing Year
10    Elect Mr. Kenneth Williamson As A         For       For        Management
      Director Of The Corporation For The
      Ensuingyear
11    Appoint Deloitte And Touche Llp,          For       For        Management
      Chartered Accountants, As The Auditors Of
      Thecorporation For The Ensuing Year, And
      Authorize The Directors To Fix Their
      Remuneration
12    Approve The Rolling Stock Option Plan Of  For       For        Management
      The Corporation
13    Change Location of Registered             For       For        Management
      Office/Headquarters


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

Walter Industries, Inc.

Ticker:       WLT            Security ID:  93317Q105
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard L. Clark, Jr.       For       For        Management
1.2   Elect Director Jerry W. Kolb              For       For        Management
1.3   Elect Director Patrick A. Kriegshauser    For       For        Management
1.4   Elect Director Joseph B. Leonard          For       For        Management
1.5   Elect Director Victor P. Patrick          For       For        Management
1.6   Elect Director Bernard G. Rethore         For       For        Management
1.7   Elect Director George R. Richmond         For       For        Management
1.8   Elect Director Michael T. Tokarz          For       For        Management
1.9   Elect Director A.J. Wagner                For       For        Management
2     Change Company Name                       For       For        Management
3     Authorize New Class of Preferred Stock    For       For        Management
4     Approve Shareholder Rights Plan (Poison   For       For        Management
      Pill)
5     Amend Omnibus Stock Plan                  For       For        Management


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

Western Goldfields Inc.

Ticker:       WGI            Security ID:  95828P203
Meeting Date: MAY 14, 2009   Meeting Type: Annual/Special
Record Date:  APR 8, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Randall Oliphant, Raymond           For       For        Management
      Threlkeld, Vahan Kololian, Martyn Konig
      and Gerald Ruth as Directors
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Empower the Directors from Time to Time   For       For        Management
      to Fix Number of Directors within a Range
      Provided in the Company Articles
4     Approve Arrangement for Acquisition by    For       For        Management
      New Gold Inc.


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

Xstrata plc

Ticker:                      Security ID:  G9826T102
Meeting Date: MAR 2, 2009    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition by Xstrata Group of   For       For        Management
      the Prodeco Business, the Granting by
      Xstrata (Schweiz) AG of the Call Option
      to Glencore and the Disposal by Xstrata
      Group of the Prodeco Business to Glencore
      (If and When the Call Option is
      Exercised)
2     Approve Increase in Authorised Ordinary   For       For        Management
      Share Capital from USD 750,000,000.50 and
      GBP 50,000 to USD 2,250,000,000.50 and
      GBP 50,000
3     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      USD 991,254,176 (Rights Issue); Otherwise
      up to USD 493,363,149
4     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 74,004,472


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

Yamana Gold Inc.

Ticker:       YRI            Security ID:  98462Y100
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter Marrone              For       For        Management
1.2   Elect Director Patrick J. Mars            For       For        Management
1.3   Elect Director Juvenal Mesquita Filho     For       For        Management
1.4   Elect Director Antenor F. Silva, Jr.      For       For        Management
1.5   Elect Director Nigel Lees                 For       For        Management
1.6   Elect Director Dino Titaro                For       For        Management
1.7   Elect Director John Begeman               For       For        Management
1.8   Elect Director Robert Horn                For       For        Management
1.9   Elect Director Richard Graff              For       For        Management
1.10  Elect Director Carl Renzoni               For       For        Management
2 Ratify Deloitte & Touche LLP as Auditors  For       For        Management


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

YINGLI GREEN ENERGY HLDG CO LTD

Ticker:       YGE            Security ID:  98584B103
Meeting Date: AUG 4, 2008    Meeting Type: Annual
Record Date:  JUL 1, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO CONSIDER AND ADOPT THE COMPANY S       For       For        Management
      ANNUAL REPORT FOR THE FISCAL YEAR ENDED
      DECEMBER 31, 2007.
2     TO ADOPT THE COMPANY S AUDITED            For       For        Management
      CONSOLIDATED FINANCIAL STATEMENTS AS OF
      AND FOR THE FISCAL YEAR ENDED DECEMBER
      31, 2007.
3     TO RE-ELECT MR. GEORGE JIAN CHUANG AS A   For       For        Management
      DIRECTOR OF THE COMPANY.
4     TO ELECT MR. MING HUANG AS A DIRECTOR OF  For       For        Management
      THE COMPANY.
5     TO ELECT MR. JUNMIN LIU AS A DIRECTOR OF  For       For        Management
      THE COMPANY.
6     Ratify Auditors                           For       For        Management


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

ZHAOJIN MINING INDUSTRY CO LTD

Ticker:                      Security ID:  Y988A6104
Meeting Date: MAY 15, 2009   Meeting Type: Annual
Record Date:  APR 15, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
2     Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital


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

ZHAOJIN MINING INDUSTRY CO LTD

Ticker:                      Security ID:  Y988A6104
Meeting Date: MAY 15, 2009   Meeting Type: Special
Record Date:  APR 15, 2009

#     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 Dividends                         For       For        Management
5 Reappoint Ernst & Young and Shulun Pan    For       For        Management
      Certified Public Accountants Co., Ltd. as
      the International and PRC Auditors,
      Respectively, and Authorize Board to Fix
      Their Remuneration
1     Approve Issuance of Equity or             For       Against    Management
      Equity-Linked Securities without
      Preemptive Rights
2     Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital
3a    Amend Articles to Reflect Changes in      For       For        Management
      Capital
3b    Allow Electronic Distribution of Company  For       For        Management
      Communications
4     Approve Issuance of Corporate Bonds       For       For        Management
1     Approve Framework Agreement and Related   For       For        Management
      Annual Caps


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

ZHAOJIN MINING INDUSTRY CO LTD

Ticker:                      Security ID:  Y988A6104
Meeting Date: AUG 15, 2008   Meeting Type: Special
Record Date:  JUL 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition of Four Exploration   For       For        Management
      Rights from Shandong Zhaojin Group
      Company Ltd. at an Aggregate
      Consideration of RMB 159.0 Million


                            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:          John V. Murphy*
             ---------------
             John V. Murphy,
             President and Principal Executive Officer

Date:        August 20, 2009

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