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:                    811-03694

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:                 Arthur S. Gabinet,
                               Executive Vice President & General Counsel
                                        OFI Global Asset Management, 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:                                            6/30

Date of reporting period:                           07/01/2012-06/30/2013

Item 1.

******************************* FORM N-PX REPORT *******************************

ICA File Number: 811-03694
Reporting Period: 07/01/2012 - 06/30/2013
Oppenheimer Gold & Special Minerals Fund









=================== Oppenheimer Gold & Special Minerals Fund ===================


AGNICO-EAGLE MINES LIMITED

Ticker:       AEM            Security ID:  008474108
Meeting Date: APR 26, 2013   Meeting Type: Annual/Special
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.01  Elect Director Leanne M. Baker          For       For          Management
1.02  Elect Director Douglas R. Beaumont      For       For          Management
1.03  Elect Director Sean Boyd                For       For          Management
1.04  Elect Director Martine A. Celej         For       For          Management
1.05  Elect Director Clifford J. Davis        For       For          Management
1.06  Elect Director Robert J. Gemmell        For       For          Management
1.07  Elect Director Bernard Kraft            For       For          Management
1.08  Elect Director Mel Leiderman            For       For          Management
1.09  Elect Director James D. Nasso           For       For          Management
1.10  Elect Director Sean Riley               For       For          Management
1.11  Elect Director J. Merfyn Roberts        For       For          Management
1.12  Elect Director Howard R. Stockford      For       For          Management
1.13  Elect Director Pertti Voutilainen       For       For          Management
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration
3     Amend Stock Option Plan                 For       For          Management
4     Change Company Name to Agnico Eagle     For       For          Management
      Mines Limited/Mines Agnico Eagle
      Limitee
5     Approve Advance Notice Policy           For       For          Management
6     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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ALACER GOLD CORP.

Ticker:       AQG            Security ID:  010679108
Meeting Date: JUN 11, 2013   Meeting Type: Annual/Special
Record Date:  APR 30, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Timothy J. Haddon        For       For          Management
1.2   Elect Director David F. Quinlivan       For       For          Management
1.3   Elect Director Jan A. Castro            For       For          Management
1.4   Elect Director Stephanie J. Unwin       For       For          Management
1.5   Elect Director Edward C. Dowling, Jr.   For       For          Management
1.6   Elect Director Rohan I. Williams        For       For          Management
1.7   Elect Director Richard P. Graff         For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Approve Shareholder Rights Plan         For       For          Management


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ALAMOS GOLD INC.

Ticker:       AGI            Security ID:  011527108
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  MAY 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Six          For       For          Management
2.1   Elect Director Mark Wayne               For       For          Management
2.2   Elect Director John A. McCluskey        For       For          Management
2.3   Elect Director Kenneth Stowe            For       For          Management
2.4   Elect Director David Gower              For       For          Management
2.5   Elect Director Paul J. Murphy           For       For          Management
2.6   Elect Director Anthony Garson           For       For          Management
3     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration


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ALLIED NEVADA GOLD CORP.

Ticker:       ANV            Security ID:  019344100
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Robert M. Buchan         For       For          Management
1b    Elect Director John W. Ivany            For       For          Management
1c    Elect Director Cameron A. Mingay        For       For          Management
1d    Elect Director Terry M. Palmer          For       For          Management
1e    Elect Director Carl A. Pescio           For       For          Management
1f    Elect Director A. Murray Sinclair       For       Withhold     Management
1g    Elect Director Robert G. Wardell        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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ANGLOGOLD ASHANTI LTD

Ticker:       ANG            Security ID:  035128206
Meeting Date: MAY 13, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reappoint Ernst & Young Inc as          For       For          Management
      Auditors of the Company
2     Elect Michael Kirkwood as Director      For       For          Management
3     Elect Tony O'Neill as Director          For       For          Management
4     Re-elect Srinivasan Venkatakrishnan     For       For          Management
      (Venkat) as Director
5     Re-elect Wiseman Nkuhlu as Member of    For       For          Management
      the Audit and Corporate Governance
      Committee
6     Elect Michael Kirkwood as Member of     For       For          Management
      the Audit and Corporate Governance
      Committee
7     Re-elect Rhidwaan Gasant as Member of   For       For          Management
      the Audit and Corporate Governance
      Committee
8     Re-elect Nozipho January-Bardill as     For       For          Management
      Member of the Audit and Corporate
      Governance Committee
9     Place Authorised but Unissued Shares    For       For          Management
      under Control of Directors
10    Authorise Board to Issue Shares for     For       For          Management
      Cash up to a Maximum of Five Percent
      of Issued Share Capital
11    Approve Remuneration Policy             For       For          Management
12    Approve Increase in Non-executive       For       For          Management
      Directors Fees
13    Approve Increase in Non-executive       For       For          Management
      Directors' Fees for Board Committees
      and Statutory Committee Meetings
14    Authorise Repurchase of Up to Five      For       For          Management
      Percent of Issued Share Capital
15    Approve Financial Assistance to         For       Against      Management
      Related or Inter-related Company or
      Corporation


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

ARGONAUT GOLD INC

Ticker:       AR             Security ID:  04016A101
Meeting Date: DEC 06, 2012   Meeting Type: Special
Record Date:  NOV 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Amalgamation of Prodigy Gold    For       For          Management
      Incorporated and 0954007 B.C. Ltd., a
      Direct Wholly-Owned Subsidiary of the
      Company


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

ARGONAUT GOLD INC

Ticker:       AR             Security ID:  04016A101
Meeting Date: MAY 07, 2013   Meeting Type: Annual/Special
Record Date:  MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter C. Dougherty       For       For          Management
1.2   Elect Director Brian J. Kennedy         For       For          Management
1.3   Elect Director James E. Kofman          For       For          Management
1.4   Elect Director Christopher R. Lattanzi  For       For          Management
1.5   Elect Director Peter Mordaunt           For       For          Management
1.6   Elect Director Dale C. Peniuk           For       For          Management
1.7   Elect Director David H. Watkins         For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Approve Advance Notice Policy           For       For          Management
4     Re-approve Share Incentive Plan         For       For          Management


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AURICO GOLD INC.

Ticker:       AUQ            Security ID:  05155C105
Meeting Date: MAY 13, 2013   Meeting Type: Annual/Special
Record Date:  APR 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Colin K. Benner          For       For          Management
1.2   Elect Director Luis M. Chavez           For       For          Management
1.3   Elect Director Richard M. Colterjohn    For       For          Management
1.4   Elect Director Mark J. Daniel           For       For          Management
1.5   Elect Director Patrick D. Downey        For       For          Management
1.6   Elect Director Alan R. Edwards          For       For          Management
1.7   Elect Director Scott G. Perry           For       For          Management
1.8   Elect Director Ronald E. Smith          For       For          Management
1.9   Elect Director Joseph G. Spiteri        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
4     Approve Omnibus Long-Term Incetive Plan For       For          Management
5     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

AVION GOLD CORP.

Ticker:       AVR            Security ID:  053750105
Meeting Date: OCT 12, 2012   Meeting Type: Special
Record Date:  SEP 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Acquisition by Endeavour Gold   For       For          Management
      Corporation (a Subsidiary of Endeavour
      Mining Corporation) or 0947263 B.C.
      Unlimited Liability Company (a
      Subsidiary of Endeavour Gold
      Corporation)


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

B2GOLD CORP.

Ticker:       BTO            Security ID:  11777Q209
Meeting Date: DEC 20, 2012   Meeting Type: Special
Record Date:  NOV 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition of CGA Mining Limited


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

B2GOLD CORP.

Ticker:       BTO            Security ID:  11777Q209
Meeting Date: JUN 14, 2013   Meeting Type: Annual
Record Date:  MAY 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Eight        For       For          Management
2.1   Elect Director Clive Johnson            For       For          Management
2.2   Elect Director Robert Cross             For       For          Management
2.3   Elect Director Robert Gayton            For       For          Management
2.4   Elect Director Barry Rayment            For       For          Management
2.5   Elect Director Jerry Korpan             For       For          Management
2.6   Elect Director John Ivany               For       For          Management
2.7   Elect Director Bongani Mtshisi          For       For          Management
2.8   Elect Director Michael Carrick          For       For          Management
3     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

BANRO CORPORATION

Ticker:       BAA            Security ID:  066800103
Meeting Date: JUN 28, 2013   Meeting Type: Annual/Special
Record Date:  MAY 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John A. Clarke           For       Withhold     Management
1.2   Elect Director Maurice J. Colson        For       For          Management
1.3   Elect Director Peter N. Cowley          For       Withhold     Management
1.4   Elect Director Peter V. Gundy           For       For          Management
1.5   Elect Director Arnold T. Kondrat        For       Withhold     Management
1.6   Elect Director Richard J. Lachcik       For       Withhold     Management
1.7   Elect Director Bernard R. van Rooyen    For       Withhold     Management
2     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Approve Advance Notice Policy           For       For          Management


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

BARRICK GOLD CORPORATION

Ticker:       ABX            Security ID:  067901108
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Howard L. Beck           For       For          Management
1.2   Elect Director 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 Robert M. Franklin       For       For          Management
1.6   Elect Director J. Brett Harvey          For       For          Management
1.7   Elect Director Dambisa Moyo             For       For          Management
1.8   Elect Director Brian Mulroney           For       For          Management
1.9   Elect Director Anthony Munk             For       For          Management
1.10  Elect Director Peter Munk               For       For          Management
1.11  Elect Director Steven J. Shapiro        For       For          Management
1.12  Elect Director Jamie C. Sokalsky        For       For          Management
1.13  Elect Director John L. Thornton         For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote on Executive              For       Against      Management
      Compensation Approach


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

BEADELL RESOURCES LTD.

Ticker:       BDR            Security ID:  Q1398U103
Meeting Date: MAY 24, 2013   Meeting Type: Annual
Record Date:  MAY 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve the Remuneration Report         For       For          Management
2     Elect Craig Readhead as a Director      For       For          Management
3     Elect Robert Watkins as a Director      For       For          Management
4     Approve the Performance Rights Plan     For       For          Management
5     Approve the Potential Termination       For       For          Management
      Benefits Under the Performance Rights
      Plan
6     Approve the Grant of Up to 243,524      For       For          Management
      Performance Rights to Robert Watkins,
      Executive Director of the Company
7     Approve the Grant of Up to 411,224      For       For          Management
      Performance Rights to Peter Bowler,
      Managing Director of the Company
8     Ratify the Past Issuance of 27.47       For       For          Management
      Million Shares to Professional and
      Sophisticated Investors
9     Renew the Proportional Takeover         For       For          Management
      Provisions
10    Approve the Spill Resolution            Against   Against      Management


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

CAMECO CORPORATION

Ticker:       CCO            Security ID:  13321L108
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
A     The Undersigned Hereby Certifies that   None      Against      Management
      the Shares Represented by this Proxy
      are Owned and Controlled by a Canadian
B1    Elect Director Ian Bruce                For       For          Management
B2    Elect Director Daniel Camus             For       For          Management
B3    Elect Director John Clappison           For       For          Management
B4    Elect Director Joe Colvin               For       For          Management
B5    Elect Director James Curtiss            For       For          Management
B6    Elect Director Donald Deranger          For       For          Management
B7    Elect Director Tim Gitzel               For       For          Management
B8    Elect Director James Gowans             For       For          Management
B9    Elect Director Nancy Hopkins            For       For          Management
B10   Elect Director Anne McLellan            For       For          Management
B11   Elect Director Neil McMillan            For       For          Management
B12   Elect Director Victor Zaleschuk         For       For          Management
C     Ratify KPMG LLP as Auditors             For       For          Management
D     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

CAPSTONE MINING CORP.

Ticker:       CS             Security ID:  14068G104
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Eight        For       For          Management
2.1   Elect Director Lawrence I. Bell         For       For          Management
2.2   Elect Director George L. Brack          For       For          Management
2.3   Elect Director Chantal Gosselin         For       For          Management
2.4   Elect Director GookHo Lee               For       For          Management
2.5   Elect Director Kalidas Madhavpeddi      For       For          Management
2.6   Elect Director Dale C. Peniuk           For       For          Management
2.7   Elect Director Darren M. Pylot          For       For          Management
2.8   Elect Director Richard N. Zimmer        For       For          Management
3     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration
4     Approve Advance Notice Policy           For       For          Management


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

CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director  David L. Calhoun        For       For          Management
1.2   Elect Director Daniel M. Dickinson      For       For          Management
1.3   Elect Director Juan Gallardo            For       For          Management
1.4   Elect Director David R. Goode           For       For          Management
1.5   Elect Director Jesse J. Greene, Jr.     For       For          Management
1.6   Elect Director Jon M. Huntsman, Jr.     For       For          Management
1.7   Elect Director Peter A. Magowan         For       For          Management
1.8   Elect Director Dennis A. Muilenburg     For       For          Management
1.9   Elect Director Douglas R. Oberhelman    For       For          Management
1.10  Elect Director William A. Osborn        For       For          Management
1.11  Elect Director Charles D. Powell        For       For          Management
1.12  Elect Director Edward B. Rust, Jr.      For       For          Management
1.13  Elect Director Susan C. Schwab          For       For          Management
1.14  Elect Director Joshua I. Smith          For       For          Management
1.15  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
5     Provide Right to Act by Written Consent Against   For          Shareholder
6     Stock Retention/Holding Period          Against   For          Shareholder
7     Include Sustainability as a             Against   Abstain      Shareholder
      Performance Measure for Senior
      Executive Compensation
8     Review and Assess Human Rights Policies Against   For          Shareholder
9     Prohibit Sales to the Government of     Against   Abstain      Shareholder
      Sudan


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

COEUR D'ALENE MINES CORPORATION

Ticker:       CDE            Security ID:  192108504
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Linda L. Adamany         For       For          Management
1.2   Elect Director Kevin S. Crutchfield     For       For          Management
1.3   Elect Director Sebastian Edwards        For       For          Management
1.4   Elect Director Randolph E. Gress        For       For          Management
1.5   Elect Director Mitchell J. Krebs        For       For          Management
1.6   Elect Director Robert E. Mellor         For       For          Management
1.7   Elect Director John H. Robinson         For       For          Management
1.8   Elect Director J. Kenneth Thompson      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Change State of Incorporation [from     For       For          Management
      Idaho to Delaware]


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

COMPANIA DE MINAS BUENAVENTURA S.A.

Ticker:       BUENAVC1       Security ID:  204448104
Meeting Date: MAR 26, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Annual Report                   For       For          Management
2     Accept Financial Statements and         For       For          Management
      Statutory Reports
3     Approve Dividends                       For       For          Management
4     Elect External Auditors for Fiscal      For       For          Management
      Year 2013
5     Approve Merger by Absorption of         For       For          Management
      Compania de Exploraciones, Desarrollo
      e Inversiones Mineras SAC by Company
6     Approve Merger by Absorption of         For       For          Management
      Inversiones Colquijirca SA by Company


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

COMPANIA DE MINAS BUENAVENTURA S.A.

Ticker:       BUENAVC1       Security ID:  204448104
Meeting Date: JUN 07, 2013   Meeting Type: Special
Record Date:  MAY 23, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financing Operations            For       For          Management
      Including, Issuance of Bonds and
      Obtainment of Loans and credit
      Facilities; Authorize Board to Approve
      all Agreements Related to Financing
      Operations


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

DETOUR GOLD CORPORATION

Ticker:       DGC            Security ID:  250669108
Meeting Date: MAY 09, 2013   Meeting Type: Annual/Special
Record Date:  APR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter E. Crossgrove      For       For          Management
1.2   Elect Director Louis Dionne             For       For          Management
1.3   Elect Director Robert E. Doyle          For       For          Management
1.4   Elect Director Andre Falzon             For       For          Management
1.5   Elect Director Ingrid J. Hibbard        For       For          Management
1.6   Elect Director J. Michael Kenyon        For       For          Management
1.7   Elect Director Alex G. Morrison         For       For          Management
1.8   Elect Director Gerald S. Panneton       For       For          Management
1.9   Elect Director Jonathan Rubenstein      For       For          Management
1.10  Elect Director Graham Wozniak           For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Amend By-Laws                           For       For          Management
4     Approve Increase in Maximum Number of   For       For          Management
      Directors from Ten to Sixteen
5     Re-approve Stock Option Plan            For       Against      Management


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DULUTH METALS LIMITED

Ticker:       DM             Security ID:  26443R100
Meeting Date: JUN 13, 2013   Meeting Type: Annual
Record Date:  MAY 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Christopher C. Dundas    For       For          Management
1b    Elect Director Alar Soever              For       For          Management
1c    Elect Director James J. Jackson         For       For          Management
1d    Elect Director Barry D. Simmons         For       For          Management
1e    Elect Director Thomas F. Pugsley        For       For          Management
1f    Elect Director Mark D. Cowan            For       For          Management
1g    Elect Director John F. Sattler          For       For          Management
1h    Elect Director Edward M. Smith          For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration


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DUNDEE PRECIOUS METALS INC.

Ticker:       DPM            Security ID:  265269209
Meeting Date: MAY 09, 2013   Meeting Type: Annual/Special
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Derek H.L. Buntain       For       For          Management
1.2   Elect Director R. Peter Gillin          For       For          Management
1.3   Elect Director Jonathan Goodman         For       For          Management
1.4   Elect Director Richard Howes            For       For          Management
1.5   Elect Director Murray John              For       For          Management
1.6   Elect Director Jeremy Kinsman           For       For          Management
1.7   Elect Director Garth A.C. MacRae        For       For          Management
1.8   Elect Director Peter Nixon              For       For          Management
1.9   Elect Director Ronald Singer            For       For          Management
1.10  Elect Director Eira Thomas              For       For          Management
1.11  Elect Director Anthony P. Walsh         For       For          Management
1.12  Elect Director William G. Wilson        For       For          Management
1.13  Elect Director Donald Young             For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Approve Repricing of Warrants           For       For          Management
4     Establish Range for Board Size          For       For          Management


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

ELDORADO GOLD CORPORATION

Ticker:       ELD            Security ID:  284902103
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director K. Ross Cory             For       For          Management
1.2   Elect Director Robert R. Gilmore        For       For          Management
1.3   Elect Director Geoffrey A. Handley      For       For          Management
1.4   Elect Director Wayne D. Lenton          For       For          Management
1.5   Elect Director Michael A. Price         For       For          Management
1.6   Elect Director Steven P. Reid           For       For          Management
1.7   Elect Director Jonathan A. 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 KPMG LLP as Auditors             For       For          Management
3     Authorize Board to Fix Remuneration of  For       For          Management
      Auditors


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

ENDEAVOUR MINING CORP.

Ticker:       EDV            Security ID:  G3040R109
Meeting Date: OCT 12, 2012   Meeting Type: Special
Record Date:  SEP 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Issuance of Shares in           For       For          Management
      Connection with Acquisition of Avion
      Gold Corporation


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

ENDEAVOUR MINING CORP.

Ticker:       EDV            Security ID:  G3040R109
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 30, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael E. Beckett       For       For          Management
1.2   Elect Director Jorge L. Gamarci         For       For          Management
1.3   Elect Director Antony Harwood           For       For          Management
1.4   Elect Director Ian Henderson            For       For          Management
1.5   Elect Director Wayne McManus            For       For          Management
1.6   Elect Director Neil Woodyer             For       For          Management
2     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration


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

EVOLUTION MINING LTD.

Ticker:       EVN            Security ID:  Q3647R147
Meeting Date: NOV 27, 2012   Meeting Type: Annual
Record Date:  NOV 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve the Adoption of the             For       For          Management
      Remuneration Report
2     Elect Graham Freestone as a Director    For       For          Management
3     Approve the Issuance of Up to 1.06      For       For          Management
      Million Performance Rights to Jacob
      'Jake' Klein, Executive Chairman of
      the Board


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

EXTORRE GOLD MINES LIMITED

Ticker:       XG             Security ID:  30227B109
Meeting Date: AUG 15, 2012   Meeting Type: Special
Record Date:  JUL 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Acquisition by Yamana Gold Inc. For       For          Management


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

FIRST MAJESTIC SILVER CORP.

Ticker:       FR             Security ID:  32076V103
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Seven        For       For          Management
2.1   Elect Director Keith Neumeyer           For       For          Management
2.2   Elect Director Ramon Davila             For       For          Management
2.3   Elect Director Robert A. McCallum       For       For          Management
2.4   Elect Director Douglas Penrose          For       For          Management
2.5   Elect Director Tony Pezzotti            For       For          Management
2.6   Elect Director David Shaw               For       For          Management
2.7   Elect Director Robert Young             For       For          Management
3     Ratify Deloitte LLP as Auditors         For       For          Management
4     Authorize Board to Fix Remuneration of  For       For          Management
      Auditors
5     Approve Advance Notice Policy           For       For          Management


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

FIRST QUANTUM MINERALS LTD.

Ticker:       FM             Security ID:  335934105
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Nine         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 R. Rowley         For       For          Management
2.4   Elect Director Peter St. George         For       For          Management
2.5   Elect Director Andrew B. Adams          For       For          Management
2.6   Elect Director Michael Martineau        For       For          Management
2.7   Elect Director Paul Brunner             For       For          Management
2.8   Elect Director Michael Hanley           For       For          Management
2.9   Elect Director Robert Harding           For       For          Management
3     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
4     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

FRANCO-NEVADA CORPORATION

Ticker:       FNV            Security ID:  351858105
Meeting Date: MAY 08, 2013   Meeting Type: Annual/Special
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pierre Lassonde          For       For          Management
1.2   Elect Director David Harquail           For       For          Management
1.3   Elect Director Derek W. Evans           For       For          Management
1.4   Elect Director Graham Farquharson       For       For          Management
1.5   Elect Director Louis Gignac             For       For          Management
1.6   Elect Director Randall Oliphant         For       For          Management
1.7   Elect Director David R. Peterson        For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

GOLD STANDARD VENTURES CORP

Ticker:       GSV            Security ID:  380738104
Meeting Date: JUN 26, 2013   Meeting Type: Annual
Record Date:  MAY 17, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Seven        For       For          Management
2.1   Elect Director Jonathan T. Awde         For       For          Management
2.2   Elect Director David Morrell Cole       For       Withhold     Management
2.3   Elect Director David C. Mathewson       For       For          Management
2.4   Elect Director Robert J. McLeod         For       Withhold     Management
2.5   Elect Director Richard S. Silas         For       For          Management
2.6   Elect Director Jamie D. Strauss         For       For          Management
2.7   Elect Director William E. Threlkeld     For       Withhold     Management
3     Approve Davidson & Company LLP as       For       Withhold     Management
      Auditors and Authorize Board to Fix
      Their Remuneration
4     Re-approve Stock Option Plan            For       For          Management
5     Approve Advance Notice Policy           For       For          Management


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

GOLDCORP INC.

Ticker:       G              Security ID:  380956409
Meeting Date: MAY 02, 2013   Meeting Type: Annual/Special
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
a1    Elect Director John P. Bell             For       For          Management
a2    Elect Director Beverley A. Briscoe      For       For          Management
a3    Elect Director Peter J. Dey             For       For          Management
a4    Elect Director Douglas M. Holtby        For       For          Management
a5    Elect Director Charles A. Jeannes       For       For          Management
a6    Elect Director P. Randy Reifel          For       For          Management
a7    Elect Director A. Dan Rovig             For       For          Management
a8    Elect Director Ian W. Telfer            For       For          Management
a9    Elect Director Blanca Trevino           For       For          Management
a10   Elect Director Kenneth F. Williamson    For       For          Management
2     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Amend Restricted Share Unit Plan        For       For          Management
4     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

IAMGOLD CORPORATION

Ticker:       IMG            Security ID:  450913108
Meeting Date: MAY 21, 2013   Meeting Type: Annual/Special
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John E. Caldwell         For       For          Management
1.2   Elect Director Donald K. Charter        For       For          Management
1.3   Elect Director W. Robert Dengler        For       For          Management
1.4   Elect Director Guy G. Dufresne          For       For          Management
1.5   Elect Director Richard J. Hall          For       For          Management
1.6   Elect Director Stephen J. J. Letwin     For       For          Management
1.7   Elect Director Mahendra Naik            For       For          Management
1.8   Elect Director William D. Pugliese      For       For          Management
1.9   Elect Director John T. Shaw             For       For          Management
1.10  Elect Director Timothy R. Snider        For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach
4     Adopt By-Law Number Two                 For       For          Management


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

KINGSGATE CONSOLIDATED LTD.

Ticker:       KCN            Security ID:  Q5318K103
Meeting Date: NOV 21, 2012   Meeting Type: Annual
Record Date:  NOV 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Peter McAleer as a Director       For       For          Management
2     Ratify the Past Issuance of 9.86        For       For          Management
      Million Shares to Institutional and
      Sophisticated Investors Including
      Existing Shareholders
3     Approve the Adoption of the             For       Against      Management
      Remuneration Report
4     Approve the Grant of Up to 106,082      For       Against      Management
      Deferred Rights and 222,955
      Performance Rights to Gavin Thomas,
      Managing Director of the Company


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

KINROSS GOLD CORPORATION

Ticker:       K              Security ID:  496902404
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect John A. Brough as Director        For       For          Management
1.2   Elect John K. Carrington as Director    For       For          Management
1.3   Elect John M.H. Huxley as Director      For       For          Management
1.4   Elect Kenneth C. Irving as Director     For       For          Management
1.5   Elect John A. Keyes as Director         For       For          Management
1.6   Elect John A. Macken as Director        For       For          Management
1.7   Elect Catherine McLeod-Seltzer as       For       For          Management
      Director
1.8   Elect John E. Oliver as Director        For       For          Management
1.9   Elect Una M. Power as Director          For       For          Management
1.10  Elect Terence C.W. Reid  as Director    For       For          Management
1.11  Elect J. Paul Rollinson as Director     For       For          Management
1.12  Elect Ruth G. Woods as Director         For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

KIRKLAND LAKE GOLD INC.

Ticker:       KGI            Security ID:  49740P106
Meeting Date: OCT 24, 2012   Meeting Type: Annual/Special
Record Date:  SEP 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Eight        For       For          Management
2.1   Elect Brian E. Bayley as Director       For       For          Management
2.2   Elect D. Harry W. Dobson as Director    For       Withhold     Management
2.3   Elect Trevor M. Gabriel as Director     For       For          Management
2.4   Elect Brian A. Hinchcliffe as Director  For       Withhold     Management
2.5   Elect Pamela J. Klessig as Director     For       For          Management
2.6   Elect Mark S. Tessier as Director       For       Withhold     Management
2.7   Elect John S. Thomson as Director       For       Withhold     Management
2.8   Elect Dawn P. Whittaker as Director     For       For          Management
3     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
4     Re-approve Stock Option Plan            For       Against      Management


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

KOZA ALTIN ISLETMELERI AS

Ticker:       KOZAL          Security ID:  M63730101
Meeting Date: MAY 10, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Presiding Council of Meeting and  For       For          Management
      Authorize Presiding Council to Sign
      Minutes of Meeting
2     Accept Board Report                     For       For          Management
3     Accept Statutory Reports                For       For          Management
4     Accept Financial Statements             For       For          Management
5     Approve Discharge of Board              For       For          Management
6     Approve Discharge of Auditors           For       For          Management
7     Receive Information on Profit           None      None         Management
      Distribution Policy
8     Approve Allocation of Income            For       For          Management
9     Amend Company Articles                  For       For          Management
10    Elect Board of Directors and Internal   For       Against      Management
      Auditors
11    Approve Remuneration Policy             For       For          Management
12    Approve Director Remuneration           For       For          Management
13    Ratify External Auditors                For       For          Management
14    Approve Working Principles of the       For       For          Management
      General Assembly
15    Receive Information on Company          None      None         Management
      Disclosure Policy
16    Receive Information on Charitable       For       Against      Management
      Donations  and Approve Upper Limit of
      Donations for 2013
17    Grant Permission for Board Members to   For       For          Management
      Engage in Commercial Transactions with
      Company and Be Involved with Companies
      with Similar Corporate Purpose and
      Receive Information on Related Party
      Transactions
18    Wishes                                  None      None         Management


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

LYONDELLBASELL INDUSTRIES NV

Ticker:       LYB            Security ID:  N53745100
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 24, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jacques Aigrain          For       For          Management
1.2   Elect Director Scott M. Kleinman        For       For          Management
1.3   Elect Director Bruce A. Smith           For       For          Management
2     Adopt Financial Statements and          For       For          Management
      Statutory Reports
3     Approve Discharge of Management Board   For       For          Management
4     Approve Discharge of Supervisory Board  For       For          Management
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
6     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
7     Approve Remuneration of Supervisory     For       For          Management
      Board
8     Approve Dividends of USD 4.20 Per Share For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
11    Approve Cancellation of up to 10        For       For          Management
      Percent of Issued Share Capital in
      Treasury Account
12    Amend Articles of Association           For       For          Management


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

MAG SILVER CORP.

Ticker:       MAG            Security ID:  55903Q104
Meeting Date: JUN 18, 2013   Meeting Type: Annual/Special
Record Date:  MAY 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel T. MacInnis       For       For          Management
1.2   Elect Director Jonathan A. Rubenstein   For       For          Management
1.3   Elect Director Eric H. Carlson          For       For          Management
1.4   Elect Director Richard M. Colterjohn    For       For          Management
1.5   Elect Director Derek C. White           For       For          Management
1.6   Elect Director Peter K. Megaw           For       For          Management
1.7   Elect Director Frank R. Hallam          For       For          Management
1.8   Elect Director Richard P. Clark         For       For          Management
1.9   Elect Director Peter D. Barnes          For       For          Management
2     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Approve Shareholder Rights Plan         For       Against      Management


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

MCEWEN MINING INC.

Ticker:       MUX            Security ID:  58039P107
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert R. McEwen         For       For          Management
1.2   Elect Director Michele L. Ashby         For       For          Management
1.3   Elect Director Leanne M. Baker          For       Withhold     Management
1.4   Elect Director Donald R.M. Quick        For       For          Management
1.5   Elect Director Michael L. Stein         For       For          Management
1.6   Elect Director Allen V. Ambrose         For       Withhold     Management
1.7   Elect Director  Richard. W. Brissenden  For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MEDUSA MINING LTD.

Ticker:       MML            Security ID:  Q59444101
Meeting Date: NOV 15, 2012   Meeting Type: Annual
Record Date:  NOV 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Robert Weinberg as Director       For       For          Management
2     Approve Disapplication of Pre-emptive   For       For          Management
      Rights
3     Approve the Adoption of the             None      For          Management
      Remuneration Report


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

NEW GOLD INC.

Ticker:       NGD            Security ID:  644535106
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Eight        For       For          Management
2.1   Elect Director David Emerson            For       For          Management
2.2   Elect Director James Estey              For       For          Management
2.3   Elect Director Robert Gallagher         For       For          Management
2.4   Elect Director Vahan Kololian           For       For          Management
2.5   Elect Director Martyn Konig             For       For          Management
2.6   Elect Director Pierre Lassonde          For       For          Management
2.7   Elect Director Randall Oliphant         For       For          Management
2.8   Elect Director Raymond Threlkeld        For       For          Management
3     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration


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

NEWCREST MINING LTD.

Ticker:       NCM            Security ID:  Q6651B114
Meeting Date: OCT 25, 2012   Meeting Type: Annual
Record Date:  OCT 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
2a    Elect Gerard Michael Bond as a Director For       For          Management
2b    Elect Vince Gauci as a Director         For       For          Management
3     Approve the Adoption of the             For       For          Management
      Remuneration Report


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

NEWMONT MINING CORPORATION

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce R. Brook           For       For          Management
1.2   Elect Director J. Kofi Bucknor          For       For          Management
1.3   Elect Director Vincent A. Calarco       For       For          Management
1.4   Elect Director Joseph A. Carrabba       For       For          Management
1.5   Elect Director Noreen Doyle             For       For          Management
1.6   Elect Director Gary J. Goldberg         For       For          Management
1.7   Elect Director Veronica M. Hagen        For       For          Management
1.8   Elect Director Jane Nelson              For       For          Management
1.9   Elect Director Donald C. Roth           For       For          Management
1.10  Elect Director Simon R. Thompson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


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

OCEANAGOLD CORPORATION

Ticker:       OGC            Security ID:  675222103
Meeting Date: MAY 17, 2013   Meeting Type: Annual/Special
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James E. Askew           For       For          Management
1.2   Elect Director J. Denham Shale          For       For          Management
1.3   Elect Director Michael F. Wilkes        For       For          Management
2     Approve PricewaterhouseCoopers as       For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Amend Articles                          For       For          Management
4     Ratify the Past Issuance of 30 Million  For       For          Management
      Shares to Macquarie Capital Markets
      Canada Ltd and Citigroup Global
      Markets Canada Inc.
5     Approve the Grant of 252,778            For       For          Management
      Performance Rights to Michael F.
      Wilkes, Chief Executive Officer and
      Managing Director of the Company
6     Approve Increase in Aggregate           For       For          Management
      Compensation Ceiling for Directors


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

OSISKO MINING CORPORATION

Ticker:       OSK            Security ID:  688278100
Meeting Date: MAY 09, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Victor H. Bradley        For       For          Management
1.2   Elect Director John F. Burzynski        For       For          Management
1.3   Elect Director Marcel Cote              For       For          Management
1.4   Elect Director Michele Darling          For       For          Management
1.5   Elect Director Joanne Ferstman          For       For          Management
1.6   Elect Director Staph Leavenworth Bakali For       For          Management
1.7   Elect Director William A. MacKinnon     For       For          Management
1.8   Elect Director Charles E. Page          For       For          Management
1.9   Elect Director Sean Roosen              For       For          Management
1.10  Elect Director Gary A. Sugar            For       For          Management
1.11  Elect Director Serge Vezina             For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Allow Board to Appoint Additional       For       For          Management
      Directors Between Annual Meetings
4     Approve Shareholder Rights Plan         For       For          Management
5     Approve Advance Notice Policy           For       Against      Management
6     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

PAN AMERICAN SILVER CORP.

Ticker:       PAA            Security ID:  697900108
Meeting Date: MAY 13, 2013   Meeting Type: Annual/Special
Record Date:  APR 03, 2013

#     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 Michael L. Carroll       For       For          Management
1.4   Elect Director Christopher Noel Dunn    For       For          Management
1.5   Elect Director Neil de Gelder           For       For          Management
1.6   Elect Director Robert P. Pirooz         For       For          Management
1.7   Elect Director David C. Press           For       For          Management
1.8   Elect Director Walter T. Segsworth      For       For          Management
2     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

PERSEUS MINING LTD.

Ticker:       PRU            Security ID:  Q74174105
Meeting Date: NOV 23, 2012   Meeting Type: Annual
Record Date:  NOV 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve the Adoption of the             For       For          Management
      Remuneration Report
2     Elect Rhett Brans as Director           For       Against      Management
3     Elect Sean Harvey as Director           For       For          Management
4     Approve Perseus Mining Limited          For       For          Management
      Performance Rights Plan
5     Approve the Grant of Up to 500,000      For       For          Management
      Performance Rights to Mark Calderwood,
      Executive Director of the Company
6     Approve the Grant of Up to 300,000      For       For          Management
      Performance Rights to Colin Carson,
      Executive Director of the Company
7     Approve the Grant of Up to 300,000      For       For          Management
      Performance Rights to Rhett Brans,
      Executive Director of the Company


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

PETROPAVLOVSK PLC

Ticker:       POG            Security ID:  G7053A101
Meeting Date: MAR 07, 2013   Meeting Type: Special
Record Date:  MAR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Issue of Shares by IRC Limited  For       For          Management


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

PRETIUM RESOURCES INC.

Ticker:       PVG            Security ID:  74139C102
Meeting Date: MAY 10, 2013   Meeting Type: Annual/Special
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Six          For       For          Management
2.1   Elect Director Robert A. Quartermain    For       For          Management
2.2   Elect Director Joseph J. Ovsenek        For       For          Management
2.3   Elect Director Ross A. Mitchell         For       For          Management
2.4   Elect Director C. Noel Dunn             For       For          Management
2.5   Elect Director Tom S.Q. Yip             For       For          Management
2.6   Elect Director George Paspalas          For       For          Management
3     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
4     Approve Stock Option Plan               For       Against      Management


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

PRIMERO MINING CORP.

Ticker:       P              Security ID:  74164W106
Meeting Date: MAY 08, 2013   Meeting Type: Annual/Special
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Wade Nesmith             For       For          Management
1.2   Elect Director Joseph Conway            For       For          Management
1.3   Elect Director David Demers             For       For          Management
1.4   Elect Director Grant Edey               For       For          Management
1.5   Elect Director Rohan Hazelton           For       For          Management
1.6   Elect Director Timo Jauristo            For       For          Management
1.7   Elect Director Eduardo Luna             For       For          Management
1.8   Elect Director Robert Quartermain       For       For          Management
1.9   Elect Director Michael Riley            For       For          Management
2     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Re-approve Stock Option Plan            For       Against      Management
4     Approve Employees' Phantom Share Unit   For       Against      Management
      Plan


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

RANDGOLD RESOURCES LTD

Ticker:       RRS            Security ID:  752344309
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Re-elect Philippe Lietard as Director   For       For          Management
5     Re-elect Mark Bristow as Director       For       For          Management
6     Re-elect Norborne Cole Jr as Director   For       For          Management
7     Re-elect Christopher Coleman as         For       For          Management
      Director
8     Re-elect Kadri Dagdelen as Director     For       For          Management
9     Elect Jeanine Mabunda Lioko as Director For       For          Management
10    Re-elect Graham Shuttleworth as         For       For          Management
      Director
11    Re-elect Andrew Quinn as Director       For       For          Management
12    Re-elect Karl Voltaire as Director      For       For          Management
13    Reappoint BDO LLP as Auditors           For       For          Management
14    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
15    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
16    Approve Awards of Ordinary Shares to    For       For          Management
      Non-executive Directors
17    Approve Grant of a One-Off Career       For       Against      Management
      Shares Award of Ordinary Shares to the
      CEO
18    Approve Increase in Non-Executive       For       For          Management
      Directors' Aggregate Fees
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares


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

REAL GOLD MINING LTD.

Ticker:       00246          Security ID:  G74099105
Meeting Date: SEP 26, 2012   Meeting Type: Special
Record Date:  SEP 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Debt Restructuring Agreement    For       For          Management
      and Related Transactions


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

REGIS RESOURCES LTD.

Ticker:       RRL            Security ID:  Q8059N120
Meeting Date: NOV 09, 2012   Meeting Type: Annual
Record Date:  NOV 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve the Adoption of the             For       For          Management
      Remuneration Report
2     Elect Ross Kestel as a Director         For       For          Management
3     Elect Morgan Cain Hart as a Director    For       For          Management
4     Approve the Acquisition of the          For       For          Management
      McPhillamys Gold Project


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

RIO ALTO MINING LTD.

Ticker:       RIO            Security ID:  76689T104
Meeting Date: MAY 31, 2013   Meeting Type: Annual/Special
Record Date:  APR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Eight        For       For          Management
2.1   Elect Director Klaus Zeitler            For       For          Management
2.2   Elect Director Alexander Black          For       For          Management
2.3   Elect Director Anthony Hawkshaw         For       For          Management
2.4   Elect Director Victor Gobitz            For       For          Management
2.5   Elect Director Ram Ramachandran         For       For          Management
2.6   Elect Director Roger Norwich            For       For          Management
2.7   Elect Director Drago Kisic              For       For          Management
2.8   Elect Director Sidney Robinson          For       For          Management
3     Approve Grant Thornton LLP as Auditors  For       For          Management
      and Authorize Board to Fix Their
      Remuneration
4     Approve Shareholder Rights Plan         For       Against      Management
5     Other Business                          For       Against      Management


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

ROMARCO MINERALS INC.

Ticker:       R              Security ID:  775903206
Meeting Date: MAY 15, 2013   Meeting Type: Annual/Special
Record Date:  APR 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Diane R. Garrett         For       For          Management
1.2   Elect Director James R. Arnold          For       For          Management
1.3   Elect Director Leendert G. Krol         For       For          Management
1.4   Elect Director Robert (Don) MacDonald   For       For          Management
1.5   Elect Director John O. Marsden          For       For          Management
1.6   Elect Director Patrick Michaels         For       For          Management
1.7   Elect Director Robert van Doorn         For       For          Management
1.8   Elect Director Gary A. Sugar            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       For          Management


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

ROYAL GOLD, INC.

Ticker:       RGLD           Security ID:  780287108
Meeting Date: NOV 14, 2012   Meeting Type: Annual
Record Date:  SEP 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Stanley Dempsey          For       For          Management
2     Elect Director Tony Jensen              For       For          Management
3     Elect Director Gordon J. Bogden         For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SANDSTORM GOLD LTD.

Ticker:       SSL            Security ID:  80013R206
Meeting Date: MAY 10, 2013   Meeting Type: Annual/Special
Record Date:  MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Five         For       For          Management
2.1   Elect Director Nolan Watson             For       For          Management
2.2   Elect Director David Awram              For       For          Management
2.3   Elect Director David E. De Witt         For       For          Management
2.4   Elect Director Andrew T. Swarthout      For       For          Management
2.5   Elect Director John P.A. Budreski       For       For          Management
3     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration
4     Approve Stock Option Plan               For       Against      Management
5     Amend Stock Option Plan                 For       Against      Management
6     Amend Restricted Share Plan             For       Against      Management
7     Other Business                          For       Against      Management


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

SEMAFO INC.

Ticker:       SMF            Security ID:  816922108
Meeting Date: MAY 13, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Terence F. Bowles        For       For          Management
1.2   Elect Director Benoit Desormeaux        For       For          Management
1.3   Elect Director Jean Lamarre             For       For          Management
1.4   Elect Director John LeBoutillier        For       For          Management
1.5   Elect Director Gilles Masson            For       For          Management
1.6   Elect Director Lawrence McBrearty       For       For          Management
1.7   Elect Director Tertius Zongo            For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

SHERRITT INTERNATIONAL CORPORATION

Ticker:       S              Security ID:  823901103
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. Peter Gillin          For       For          Management
1.2   Elect Director Richard Lapthorne        For       For          Management
1.3   Elect Director Edythe A. (Dee) Marcoux  For       For          Management
1.4   Elect Director Bernard Michel           For       For          Management
1.5   Elect Director John R. Moses            For       For          Management
1.6   Elect Director David V. Pathe           For       For          Management
1.7   Elect Director Harold (Hap) Stephen     For       For          Management
2     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration


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

SILVER LAKE RESOURCES LTD.

Ticker:       SLR            Security ID:  Q85014100
Meeting Date: NOV 23, 2012   Meeting Type: Annual
Record Date:  NOV 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve the Adoption of the             For       For          Management
      Remuneration Report
2     Elect Brian Kennedy as Director         For       For          Management
3     Elect David Griffiths as Director       For       For          Management
4     Approve Silver Lake Resources Long      For       Against      Management
      Term Incentive Plan
5     Approve the Termination Benefits of     For       Against      Management
      Leslie Davis, Managing Director of the
      Company
6     Approve the Termination Benefits of     For       Against      Management
      Christopher Banasik, Exploration and
      Geology Director
7     Approve the Increase in Maximum         For       For          Management
      Aggregate Remuneration of
      Non-Executive Directors
8     Renew Proportional Takeover Provision   For       For          Management


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

SILVER WHEATON CORP.

Ticker:       SLW            Security ID:  828336107
Meeting Date: MAY 21, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
a1    Elect Director Lawrence I. Bell         For       For          Management
a2    Elect Director George L. Brack          For       For          Management
a3    Elect Director John A. Brough           For       For          Management
a4    Elect Director R. Peter Gillin          For       For          Management
a5    Elect Director Douglas M. Holtby        For       For          Management
a6    Elect Director Eduardo Luna             For       For          Management
a7    Elect Director Wade D. Nesmith          For       For          Management
a8    Elect Director Randy V.J. Smallwood     For       For          Management
b     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration
c     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

TAHOE RESOURCES INC.

Ticker:       THO            Security ID:  873868103
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Dan Rovig             For       For          Management
1.2   Elect Director C. Kevin McArthur        For       For          Management
1.3   Elect Director Lorne B. Anderson        For       For          Management
1.4   Elect Director Paul B. Sweeney          For       For          Management
1.5   Elect Director James S. Voorhees        For       For          Management
1.6   Elect Director John P. Bell             For       For          Management
1.7   Elect Director Kenneth F. Williamson    For       For          Management
1.8   Elect Director Tanya M. Jakusconek      For       For          Management
2     Ratify Deloitte LLP as Auditors         For       For          Management
3     Amend Share Option and Incentive Share  For       Against      Management
      Plan


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

THOMPSON CREEK METALS COMPANY INC.

Ticker:       TCM            Security ID:  884768102
Meeting Date: MAY 29, 2013   Meeting Type: Annual/Special
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Denis C. Arsenault as Director    For       For          Management
1.2   Elect Carol T. Banducci as Director     For       For          Management
1.3   Elect James L. Freer as Director        For       For          Management
1.4   Elect James P. Geyer as Director        For       For          Management
1.5   Elect Timothy J. Haddon as Director     For       For          Management
1.6   Elect Kevin Loughrey as Director        For       For          Management
1.7   Elect Thomas J. O'Neil as Director      For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Employee Stock Purchase Plan      For       For          Management
4     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
5     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

TIMMINS GOLD CORP.

Ticker:       TMM            Security ID:  88741P103
Meeting Date: JUL 19, 2012   Meeting Type: Annual/Special
Record Date:  JUN 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce Bragagnolo         For       Withhold     Management
1.2   Elect Director Arturo Bonillas          For       Withhold     Management
1.3   Elect Director Miguel Soto              For       Withhold     Management
1.4   Elect Director Frank Cordova            For       Withhold     Management
1.5   Elect Director Eugene Hodgson           For       Withhold     Management
1.6   Elect Director Lawrence Dick            For       For          Management
1.7   Elect Director R. Barry Fraser          For       For          Management
1.8   Elect Director Paula Rogers             For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Authorize Board to Fix Remuneration of  For       For          Management
      Auditors
4     Authorize Proxyholder to Vote on Any    For       Against      Management
      Amendment to Previous Resolutions


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

TURQUOISE HILL RESOURCES LTD.

Ticker:       TRQ            Security ID:  900435108
Meeting Date: MAY 10, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jill Gardiner            For       For          Management
1.2   Elect Director R. Peter Gillin          For       For          Management
1.3   Elect Director Warren Goodman           For       For          Management
1.4   Elect Director Isabelle Hudon           For       For          Management
1.5   Elect Director Jean-Sebastien Jacques   For       For          Management
1.6   Elect Director David Klingner           For       For          Management
1.7   Elect Director Charles Lenegan          For       For          Management
1.8   Elect Director Daniel Larsen            For       For          Management
1.9   Elect Director Livia Mahler             For       For          Management
1.10  Elect Director Peter G. Meredith        For       For          Management
1.11  Elect Director Kay Priestly             For       For          Management
1.12  Elect Director Russel C. Robertson      For       For          Management
1.13  Elect Director Jeffery D. Tygesen       For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

URANIUM ENERGY CORP.

Ticker:       UEC            Security ID:  916896103
Meeting Date: JUL 23, 2012   Meeting Type: Annual
Record Date:  MAY 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Amir Adnani              For       For          Management
1.2   Elect Director Alan P. Lindsay          For       For          Management
1.3   Elect Director Harry L. Anthony         For       For          Management
1.4   Elect Director Ivan Obolensky           For       For          Management
1.5   Elect Director Vincent Della Volpe      For       For          Management
1.6   Elect Director David Kong               For       Withhold     Management
1.7   Elect Director Katharine Armstrong      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       Against      Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

YAMANA GOLD INC.

Ticker:       YRI            Security ID:  98462Y100
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     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 John Begeman             For       For          Management
1.4   Elect Director Alexander Davidson       For       For          Management
1.5   Elect Director Richard Graff            For       For          Management
1.6   Elect Director Nigel Lees               For       For          Management
1.7   Elect Director Juvenal Mesquita Filho   For       For          Management
1.8   Elect Director Carl Renzoni             For       For          Management
1.9   Elect Director Antenor F. Silva, Jr.    For       For          Management
1.10  Elect Director Dino Titaro              For       For          Management
2     Ratify Deloitte LLP as Auditors         For       For          Management


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

ZHAOJIN MINING INDUSTRY CO., LTD.

Ticker:       01818          Security ID:  Y988A6104
Meeting Date: OCT 08, 2012   Meeting Type: Special
Record Date:  SEP 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Proposed Issue of Short Term    For       For          Management
      Bonds


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

ZHAOJIN MINING INDUSTRY CO., LTD.

Ticker:       01818          Security ID:  Y988A6104
Meeting Date: FEB 26, 2013   Meeting Type: Special
Record Date:  JAN 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Lu Dongshang as Executive         For       For          Shareholder
      Director
1b    Elect Weng Zhanbin as Executive         For       For          Shareholder
      Director
1c    Elect Li Xiuchen as Executive Director  For       For          Shareholder
1d    Elect Liang Xinjun as Non-Executive     For       For          Shareholder
      Director
1e    Elect Cong Jianmao as Non-Executive     For       For          Shareholder
      Director
1f    Elect Ye Kai as Non-Executive Director  For       For          Shareholder
1g    Elect Kong Fanhe as Non-Executive       For       For          Shareholder
      Director
1h    Elect Xie Jiyuan as Independent         For       For          Shareholder
      Non-Executive Director
1i    Elect Ye Tianzhu as Independent         For       For          Shareholder
      Non-Executive Director
1j    Elect Chen Jinrong as Independent       For       For          Shareholder
      Non-Executive Director
1k    Elect Choy Sze Chung Jojo as            For       For          Shareholder
      Independent Non-Executive Director
2a    Elect Wang Xiaojie as Supervisor        For       For          Shareholder
2b    Elect Jin Ting as Supervisor            For       For          Shareholder
3     Approve Remuneration Package For        For       For          Management
      Directors of the Fourth Session of the
      Board and Supervisors of the Fourth
      Session of the Supervisory Committee


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

ZHAOJIN MINING INDUSTRY CO., LTD.

Ticker:       01818          Security ID:  Y988A6104
Meeting Date: MAY 27, 2013   Meeting Type: Annual
Record Date:  APR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Report of the Board of          For       For          Management
      Directors
2     Approve Report of the Supervisory       For       For          Management
      Committee
3     Approve Audited Financial Report        For       For          Management
4     Declare Final Dividend                  For       For          Management
5     Reappoint Ernst & Young and Shulun Pan  For       For          Management
      Certified Public Accountants as
      International Auditors 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        For       For          Management
      Percent of Issued H Share Capital
3a    Amend Article 3.4 of the Articles of    For       For          Shareholder
      Association of the Company
3b    Amend Article 9.8 of the Articles of    For       For          Shareholder
      Association of the Company
3c    Amend Article 10.1 of the Articles of   For       For          Management
      Association of the Company


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

ZHAOJIN MINING INDUSTRY CO., LTD.

Ticker:       01818          Security ID:  Y988A6104
Meeting Date: MAY 27, 2013   Meeting Type: Special
Record Date:  APR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued H Share Capital
2a    Amend Article 3.4 of the Articles of    For       For          Shareholder
      Association of the Company
2b    Amend Article 9.8 of the Articles of    For       For          Shareholder
      Association of the Company
--------------------------------------------------------------------------------

OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

Ticker: IOEXX                           Security ID: 68383G108
Meeting Date: JUN 21, 2013              Meeting Type: Special
Record Date:  MAR 28, 2013

#       Proposal                                      Mgt Rec Vote Cast Sponsor

1.1     Elect Trustee Brian F. Wruble                   For     FOR   Management
1.2     Elect Trustee David K. Downes                   For     FOR   Management
1.3     Elect Trustee Matthew P. Fink                   For     FOR   Management
1.4     Elect Trustee Edmund Giambastiani, Jr.          For     FOR   Management
1.5     Elect Trustee Phillip A. Griffiths              For     FOR   Management
1.6     Elect Trustee Mary F. Miller                    For     FOR   Management
1.7     Elect Trustee Joel W. Motley                    For     FOR   Management
1.8     Elect Trustee Joanne Pace                       For     FOR   Management
1.9     Elect Trustee Mary Ann Tynan                    For     FOR   Management
1.10    Elect Trustee Joseph M. Wikler                  For     FOR   Management
1.11    Elect Trustee Peter I. Wold                     For     FOR   Management
1.12    Elect Trustee William F. Glavin, Jr.            For     FOR   Management
2(a)    Approve Change of Fundamental Investment
        Policy Relating to Borrowing                    For     FOR   Management
2(b-1)  Approve Change of Fundamental Investment
        Policy Relating to Concentration of Investments For     FOR   Management
2(c-1)  Remove the Fundamental Policy Relating
        to Diversification of Investments               For     FOR   Management
2(c-2)  Remove the Additional Fundamental Policy
        Relating to Diversification of Investments      For     FOR   Management
2(d)    Approve Change of Fundamental Investment
        Policy Relating to Lending                      For     FOR   Management
2(e)    Approve Change of Fundamental Investment
        Policy Relating to Real Estate and Commodities  For     FOR   Management
2(f)    Approve Change of Fundamental Investment
        Policy Relating to Senior Securities            For     FOR   Management
2(g)    Approve Change of Fundamental Investment
        Policy Relating to Underwriting                 For     FOR   Management
2(r)    Change Fundamental Investment Objective
        to Non-Fundamental                              For     FOR   Management
2(s)    Approve Change in Investment Objective          For     FOR   Management
3       Approve Conversion to Delaware Statutory Trust  For     FOR   Management
========== END NPX REPORT




SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Registrant:                          Oppenheimer Gold & Special Minerals Fund

By:                                                William F. Glavin, Jr.*
                                                  William F. Glavin, Jr.,
                                 President and Principal Executive Officer

Date:  December 19, 2013

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