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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-PX

             ANNUAL REPORT OF PROXY VOTING OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

Investment Company Act file number 811-01700
                                   ----------

FRANKLIN GOLD AND PRECIOUS METALS FUND
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)


ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
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(Address of principal executive offices) (Zip code)


MURRAY L. SIMPSON, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906
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(Name and address of agent for service)

Registrant's telephone number, including area code: (650) 312-2000
                                                    ----------------

Date of fiscal year end:   7/31
                         -------

Date of reporting period: 6/30/05
                         ---------

ITEM 1. PROXY VOTING RECORD




AGNICO-EAGLE MINES LTD.

Ticker:       AGE.           Security ID:  008474108
Meeting Date: MAY 6, 2005    Meeting Type: Annual/Special
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leanne M. Baker            For       For        Management
1.2   Elect Director Douglas R. Beaumont        For       For        Management
1.3   Elect Director Sean Boyd                  For       For        Management
1.4   Elect Director Bernard Kraft              For       For        Management
1.5   Elect Director Mel Leiderman              For       For        Management
1.6   Elect Director James D. Nasso             For       For        Management
1.7   Elect Director Ebe Scherkus               For       For        Management
1.8   Elect Director Howard R. Stockford        For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Reconfirm Shareholder Rights Plan (Poison For       Against    Management
      Pill)


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ALAMOS GOLD INC (FORMERLY ALAMOS MINERALS LTD)

Ticker:                      Security ID:  011527108
Meeting Date: MAY 24, 2005   Meeting Type: Annual/Special
Record Date:  MAR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Eight (8)      For       For        Management
2.1   Elect  Director John A. Mccluskey         For       For        Management
2.2   Elect  Director Richard W. Hughes         For       For        Management
2.3   Elect  Director James M. Mcdonald         For       For        Management
2.4   Elect  Director Leonard Harris            For       For        Management
2.5   Elect  Director Alan Richard Hill         For       For        Management
2.6   Elect  Director Edward Reeve              For       For        Management
2.7   Elect  Director Brian Penny               For       For        Management
2.8   Elect  Director Mark Wayne                For       For        Management
3     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
4     Amend Stock Option Plan                   For       Against    Management


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ANGLO AMERICAN PLATINUM CORP. LTD.

Ticker:                      Security ID:  S7081Q109
Meeting Date: MAR 29, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Year Ended December 31, 2004
2     Reelect D.D. Barber as Director Appointed For       For        Management
      During the Year
3     Reelect C.B. Brayshaw as Director         For       For        Management
4     Reelect J.M. Halhead as Director          For       For        Management
      Appointed During the Year
5     Reelect S.E. Jonah as Director Appointed  For       For        Management
      During the Year
6     Reelect A.E. Redman as Director Appointed For       For        Management
      During the Year
7     Reelect A.J. Trahar as Director           For       Against    Management
8     Reelect D.G. Wanbladas Director Appointed For       For        Management
      During the Year
9     Reelect A.I. Wood as Director             For       For        Management
10    Ratify Deloitte and Touche as Auditors    For       For        Management
11    Amend Articles of Association Re:         For       For        Management
      Unclaimed Dividends
12    Change the Name of the Company to Anglo   For       For        Management
      Platinum Ltd.
13    Amend Articles of Association Re:         For       For        Management
      Authorizing Communication by Electronic
      Medium
14    Place Authorized But Unissued Shares      For       For        Management
      under Control of Directors
15    Approve Remuneration of Directors         For       For        Management
16    Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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ANGLO AMERICAN PLC (FORMERLY ANGLO AME. CORP. OF S. AFRICA L

Ticker:                      Security ID:  G03764100
Meeting Date: APR 20, 2005   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 51 US Cents Per For       For        Management
      Share
3     Elect R Medori as Director                For       For        Management
4     Elect R Alexander as Director             For       For        Management
5     Elect D Hathorn as Director               For       For        Management
6     Elect S Thompson as Director              For       For        Management
7     Re-elect R Godsell as Director            For       For        Management
8     Re-elect A Trahar as Director             For       For        Management
9     Re-elect K Van Miert as Director          For       For        Management
10    Reappoint Deloitte & Touche LLP as        For       For        Management
      Auditors of the Company
11    Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
12    Approve Remuneration Report               For       For        Management
13    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      USD 248,500,000
14    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 37,250,000
15    Authorise 149,000,000 Shares for Market   For       For        Management
      Purchase


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ANGLOGOLD ASHANTI LTD.

Ticker:       VAALY          Security ID:  035128206
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ORDINARY RESOLUTION NO. 1 ADOPTION OF     For       For        Management
      FINANCIAL STATEMENTS
2     ORDINARY RESOLUTION NO. 2 RE-ELECTION OF  For       For        Management
      DIRECTOR MR CB BRAYSHAW
3     ORDINARY RESOLUTION NO. 3 RE-ELECTION OF  For       For        Management
      DIRECTOR MR AW LEA
4     ORDINARY RESOLUTION NO. 4 RE-ELECTION OF  For       For        Management
      DIRECTOR MR WA NAIRN
5     ORDINARY RESOLUTION NO. 5 RE-ELECTION OF  For       For        Management
      DIRECTOR MR KH WILLIAMS
6     ORDINARY RESOLUTION NO. 6 ELECTION OF     For       For        Management
      DIRECTOR DR SE JONAH
7     ORDINARY RESOLUTION NO. 7 ELECTION OF     For       For        Management
      DIRECTOR MR SR THOMPSON
8     ORDINARY RESOLUTION NO. 8 ELECTION OF     For       For        Management
      DIRECTOR MR PL ZIM
9     ORDINARY RESOLUTION NO. 9 PLACEMENT OF    For       For        Management
      UNISSUED SHARES UNDER THE CONTROL OF THE
      DIRECTORS
10    ORDINARY RESOLUTION NO. 10 AUTHORITY TO   For       For        Management
      ISSUE SHARES FOR CASH
11    SPECIAL RESOLUTION NO. 1 AUTHORITY TO     For       For        Management
      ACQUIRE THE COMPANY S OWN SHARES
12    ORDINARY RESOLUTION NO. 11 APPROVAL OF    For       For        Management
      LONG-TERM INCENTIVE PLAN
13    ORDINARY RESOLUTION NO. 12 APPROVAL OF    For       For        Management
      BONUS SHARE PLAN


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

ANGLOGOLD ASHANTI LTD.

Ticker:       VAALY          Security ID:  S04255196
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Year Ended December 31, 2005
2     Reelect C.B. Brayshaw as Director         For       For        Management
3     Reelect A.W. Lea as Director              For       For        Management
4     Reelect W.A. Nairn as Director            For       For        Management
5     Reelect K.H. Williams as Director         For       For        Management
6     Reelect S.E. Jonah as Director            For       For        Management
7     Reelect S.R. Thompson as Director         For       For        Management
8     Reelect P.L. Zim as Director              For       For        Management
9     Place Authorized But Unissued Shares      For       For        Management
      under Control of Directors
10    Approve Issuance of Shares without        For       For        Management
      Preemptive Rights up to a Maximum of 10
      Percent of Issued Capital
11    Authorize Repurchase of Up to 20 Percent  For       For        Management
      of Issued Share Capital
12    Approve Long-Term Incentive Plan          For       For        Management
13    Approve Bonus Share Plan                  For       For        Management


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APOLLO GOLD CORP

Ticker:       APG            Security ID:  03761E102
Meeting Date: MAY 19, 2005   Meeting Type: Annual/Special
Record Date:  APR 12, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G. Michael Hobart          For       For        Management
1.2   Elect Director R. David Russell           For       For        Management
1.3   Elect Director Charles Stott              For       For        Management
1.4   Elect Director W.S. Vaughan               For       For        Management
1.5   Elect Director Richard P. Graff           For       For        Management
1.6   Elect Director Robert W. Babensee         For       For        Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
3     Amend Stock Option Incentive Plan         For       Against    Management


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BARRICK GOLD CORP.

Ticker:       ABX.           Security ID:  067901108
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 10, 2005

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


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BENDIGO MINING NL

Ticker:                      Security ID:  Q14633103
Meeting Date: NOV 5, 2004    Meeting Type: Annual
Record Date:  NOV 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect R. Bryan Davis as Director          For       For        Management
2     Elect Peter L. McCarthy as Director       For       For        Management
3     Elect Thaddeus S.A. Grobicki as Director  For       For        Management
4     Ratify Past Issuance of 5,419,098 Shares  For       For        Management
      to APS Asset Management Pty Ltd. at AUD
      0.72 Per Share on August 23, 2004
5     Approve Remuneration of Directors in the  For       For        Management
      Amount of AUD 500,000
6     Approve Grant of 650,000 Options to R.    For       For        Management
      Bryan Davis


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CAMBIOR INC.

Ticker:       CBJ.           Security ID:  13201L103
Meeting Date: MAY 12, 2005   Meeting Type: Annual/Special
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Alexander G. Balogh, Guy G.         For       For        Management
      Dufresne, Jean-Andre Elie, Graham
      Farquharson, Michel H. Gaucher, Louis P.
      Gignac, Hubert T. Lacroix, Robert
      Normand, Kazuo Shuto as Directors
2     Approve Raymond Chabot Grant Thornton LLP For       For        Management
      as Auditors and Authorize Board to Fix
      Remuneration of Auditors
3     Amend Stock Option Plan                   For       For        Management


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CENTERRA GOLD INC

Ticker:       CG.            Security ID:  152006102
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Ian Austin, John S. Auston, Gerald  For       For        Management
      W. Grandey, Leonard A. Homeniuk, Patrick
      M. James, Ularbek Mateyev, Terry Rogers,
      Josef Spross and Anthony J. Webb as
      Directors
2     Ratify KPMG LLP as Auditors               For       For        Management


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COMPANIA DE MINAS BUENAVENTURA S.A.

Ticker:       BVN            Security ID:  204448104
Meeting Date: MAR 31, 2005   Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT, BALANCE    For       For        Management
      SHEET, PROFIT AND LOSS STATEMENT AND
      OTHER FINANCIAL STATEMENTS OF THE YEAR
      ENDED DECEMBER 31, 2004.
2     DELEGATION TO THE AUDIT COMMITTEE OF THE  For       For        Management
      DESIGNATION OF THE EXTERNAL AUDITORS FOR
      THE YEAR 2005.
3     DISTRIBUTION OF DIVIDENDS.                For       For        Management
4     AMENDMENT TO THE ARTICLE 33 OF THE        For       For        Management
      COMPANY S BY-LAWS IN ORDER TO HOLD
      VIRTUAL MEETINGS.
5     ELECTION OF THE BOARD OF DIRECTORS FOR    For       For        Management
      THE PERIOD 2005-2007.


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

EUROPEAN MINERALS CORPORATION

Ticker:       EPM            Security ID:  G3192Y100
Meeting Date: JUN 28, 2005   Meeting Type: Annual/Special
Record Date:  MAY 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify PricewaterhouseCoopers as Auditors For       For        Management
      and Authorize Directors to Fix Their
      Remuneration
2     Elect W. Kennedy, A. Williams, B.         For       Abstain    Management
      Rayment, M. Roberts, and M. Konig as
      Directors
3     Amend Stock Option Plan by Adding         For       Against    Management
      9,457,500 Ordinary Shares for Award


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FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Allison, Jr.     For       Withhold   Management
1.2   Elect Director Robert A. Day              For       For        Management
1.3   Elect Director H. Devon Graham, Jr.       For       For        Management
1.4   Elect Director Bobby Lee Lackey           For       For        Management
1.5   Elect Director Gabrielle K. McDonald      For       Withhold   Management
1.6   Elect Director James R. Moffet            For       For        Management
1.7   Elect Director B.M. Rankin, Jr.           For       Withhold   Management
1.8   Elect Director J. Stapleton Roy           For       Withhold   Management
1.9   Elect Director J. Taylor Wharton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Review Payment Policy to Indonesian       Against   Against    Shareholder
      Military


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GLAMIS GOLD LTD.

Ticker:       GLG.           Security ID:  376775102
Meeting Date: FEB 9, 2005    Meeting Type: Special
Record Date:  JAN 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Unlimited Capital Authorization   For       For        Management
      and Amend Notice of Articles Accordingly


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

GLAMIS GOLD LTD.

Ticker:       GLG.           Security ID:  376775102
Meeting Date: MAY 5, 2005    Meeting Type: Annual/Special
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Six            For       For        Management
2.1   Elect as Director A. Dan Rovig            For       For        Management
2.2   Elect as Director C. Kevin McArthur       For       For        Management
2.3   Elect as Director Kenneth F. Williamson   For       For        Management
2.4   Elect as Director Jean Depatie            For       For        Management
2.5   Elect as Director A. Ian S. Davidson      For       For        Management
2.6   Elect as Director P. Randy Reifel         For       For        Management
3     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
4     Approve Removing Pre-Existing Company     For       For        Management
      Provisions
5     Attach New Special Rights and             For       For        Management
      Restrictions to Preferred Stock
6     Adopt New Articles                        For       For        Management
7     Authorise any Officer or Director to Take For       For        Management
      any Action to Implement Special
      Resolutions
8     Other Business                            For       Against    Management


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

GOLD FIELDS LIMITED

Ticker:       DRFNY          Security ID:  38059T106
Meeting Date: DEC 7, 2004    Meeting Type: Proxy Contest
Record Date:  OCT 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ORDINARY RESOLUTION NUMBER 1: (REGARDING  For       None       Management
      TRANSFER OF ACQUIRED INTERESTS TO THE
      IAMGOLD GROUP)
2     ORDINARY RESOLUTION NUMBER 2:             For       None       Management
      (AUTHORISING GOLD FIELDS BOARD OF
      DIRECTORS TO PERFORM NECESSARY ACTS TO
      GIVE EFFECT TO RESOLUTION NUMBER 1)
1     ORDINARY RESOLUTION NUMBER 1: (REGARDING  Against   Against    Management
      TRANSFER OF ACQUIRED INTERESTS TO THE
      IAMGOLD GROUP)
2     ORDINARY RESOLUTION NUMBER 2:             Against   Against    Management
      (AUTHORISING GOLD FIELDS BOARD OF
      DIRECTORS TO PERFORM NECESSARY ACTS TO
      GIVE EFFECT TO RESOLUTION NUMBER 1)


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

GOLD FIELDS LIMITED

Ticker:       DRFNY          Security ID:  S31755101
Meeting Date: DEC 7, 2004    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Sale of Gold Fields' Non-South    For       Against    Management
      African Development Community Assets to
      IAMGold Group
2     Authorize Board to Ratify and Execute     For       Against    Management
      Approved Resolutions


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

GOLD FIELDS LIMITED

Ticker:       DRFNY          Security ID:  38059T106
Meeting Date: NOV 16, 2004   Meeting Type: Annual
Record Date:  SEP 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ORDINARY RESOLUTION NUMBER 1 ADOPTION OF  For       For        Management
      FINANCIAL STATEMENTS
2     ORDINARY RESOLUTION NUMBER 2 RE-ELECTION  For       For        Management
      OF MR K ANSAH AS A DIRECTOR
3     ORDINARY RESOLUTION NUMBER 3 RE-ELECTION  For       For        Management
      OF MR G R PARKER AS A DIRECTOR
4     ORDINARY RESOLUTION NUMBER 4 RE-ELECTION  For       For        Management
      OF MR T M G SEXWALE AS A DIRECTOR
5     ORDINARY RESOLUTION NUMBER 5 RE-ELECTION  For       For        Management
      OF MR C M T THOMPSON AS A DIRECTOR
6     ORDINARY RESOLUTION NUMBER 6 RE-ELECTION  For       For        Management
      OF DR P J RYAN AS A DIRECTOR
7     ORDINARY RESOLUTION NUMBER 7 PLACEMENT OF For       For        Management
      SHARES UNDER THE CONTROL OF THE DIRECTORS
8     ORDINARY RESOLUTION NUMBER 8 ISSUING      For       For        Management
      SHARES FOR CASH
9     ORDINARY RESOLUTION NUMBER 9 INCREASE OF  For       For        Management
      DIRECTORS  FEES
10    ORDINARY RESOLUTION NUMBER 10 SPECIAL     For       For        Management
      RETAINER FOR CURRENT CHAIRMAN OF THE
      BOARD
11    SPECIAL RESOLUTION NUMBER 1 ACQUISITION   For       For        Management
      OF COMPANY S OWN SHARES
12    SPECIAL RESOLUTION NUMBER 2 AMENDMENT OF  For       For        Management
      COMPANY S ARTICLES OF ASSOCIATION


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

GOLD FIELDS LIMITED

Ticker:       DRFNY          Security ID:  S31755101
Meeting Date: NOV 16, 2004   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, 2004
2     Reelect K. Ansah as Director              For       For        Management
3     Reelect G.R. Parker as Director           For       For        Management
4     Reelect T.M.G. Sexwale as Director        For       For        Management
5     Reelect C.M.T. Thompson as Director       For       For        Management
6     Reelect P.J. Ryan as Director             For       For        Management
7     Place Authorized But Unissued Shares      For       For        Management
      under Control of Directors
8     Approve Issuance of Shares without        For       For        Management
      Preemptive Rights up to a Maximum of 15
      Percent of Issued Capital
9     Approve Increase of Directors Fees        For       For        Management
10    Approve Special Fee for Chairman In the   For       For        Management
      Amount of ZAR 167,000 for Period of March
      1, 2004 to December 31, 2004
11    Authorize Repurchase of Up to 20 Percent  For       For        Management
      of Issued Share Capital
12    Amend Article 33 of Company's Articles of For       For        Management
      Association Re: Indemnity


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

GOLDCORP INC.

Ticker:       G.             Security ID:  380956409
Meeting Date: MAY 16, 2005   Meeting Type: Annual/Special
Record Date:  APR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect David Beatty, John P. Bell,         For       For        Management
      Lawrence I. Bell, Douglas Holtby, Brian
      W. Jones, Antonio Madero, Robert McEwen,
      Donald R.M Quick, Michael L. Stein and
      Ian W. Telfer as Directors
2     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Remuneration
      of Auditors
3     Approve Stock Option Plan                 For       For        Management
4     Approve Restricted Share Plan             For       For        Management


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

HARMONY GOLD MINING LTD.

Ticker:       HMY            Security ID:  413216300
Meeting Date: NOV 12, 2004   Meeting Type: Special
Record Date:  OCT 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE THE OFFERS                     For       For        Management
2     TO INCREASE THE AUTHORISED SHARE CAPITAL  For       For        Management
3     TO ALLOT AND ISSUE ANY OF THE             For       For        Management
      UNAUTHORISED SHARES IN TERMS OF THE
      OFFERS
4     TO PLACE THE BALANCE OF THE UNISSUED      For       For        Management
      SECURITIES OF THE COMPANY UNDER THE
      CONTROL OF THE DIRECTORS
5     TO AUTHORISE THE DIRECTORS TO ISSUE       For       For        Management
      SECURITIES FOR CASH
6     TO AUTHORISE THE DIRECTORS TO ISSUE       For       For        Management
      SHARES IN TERMS OF THE EMPOWERMENT
      TRANSACTION
7     TO AUTHORISE THE DIRECTORS TO SIGN ALL    For       For        Management
      SUCH DOCUMENTS AND DO ALL SUCH THINGS AS
      MAY BE NECESSARY FOR OR INCIDENTAL TO THE
      IMPLEMENTATION OF THE OFFERS


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

HARMONY GOLD MINING LTD.

Ticker:       HMY            Security ID:  413216300
Meeting Date: NOV 12, 2004   Meeting Type: Annual
Record Date:  OCT 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPTION OF 2003 AUDITED FINANCIAL        For       For        Management
      STATEMENTS
2     TO FIX THE REMUNERATION OF DIRECTORS      For       For        Management
3     TO ELECT AND RE-ELECT A NUMBER OF         For       Against    Management
      DIRECTORS BY SINGLE RESOLUTION
4.1   Elect  Director R Menell                  For       For        Management
4.2   Elect  Director M Motloba                 For       For        Management
4.3   Elect  Director Dr M Z Nkosi              For       For        Management
4.4   Elect  Director Nv Qangule                For       For        Management
4.5   Elect  Director F Dippenaar               For       For        Management
4.6   Elect  Director N Fakude                  For       For        Management
4.7   Elect  Director Dr S Lushaba              For       For        Management
5     TO INCREASE THE AUTHORISED SHARE CAPITAL  For       For        Management
6     TO GRANT AUTHORITY FOR REPURCHASES OF     For       For        Management
      SECURITIES
7     TO PLACE THE BALANCE OF THE UNISSUED      For       For        Management
      SECURITIES OF THE COMPANY UNDER THE
      CONTROL OF THE DIRECTORS
8     TO AUTHORISE THE DIRECTORS TO ISSUE       For       For        Management
      SECURITIES FOR CASH


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

HARMONY GOLD MINING LTD.

Ticker:       HMY            Security ID:  S34320101
Meeting Date: NOV 12, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition of Gold Fields Ltd.   For       For        Management
2     Approve Increase in Authorized Capital to For       For        Management
      ZAR 600 Million
3     Issue Shares Required by Acquisition of   For       For        Management
      Gold Fields
4     Place Authorized But Unissued Shares      For       For        Management
      under Control of Directors
5     Approve Issuance of Shares without        For       For        Management
      Preemptive Rights up to a Maximum of 15
      Percent of Issued Capital
6     Approve Issuance of Shares Pursuant to    For       For        Management
      Empowerment Transaction
7     Authorize Board to Ratify and Execute     For       For        Management
      Approved Resolutions


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

HARMONY GOLD MINING LTD.

Ticker:       HMY            Security ID:  S34320101
Meeting Date: NOV 12, 2004   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, 2004
2     Approve Remuneration of Directors         For       For        Management
3     Approve Simultaneous Re-Appointment of    For       Against    Management
      Retiring Directors
4.1   Reelect R. Menell as Director Appointed   For       For        Management
      During the Year
4.2   Reelect M. Motloba as Director Appointed  For       For        Management
      During the Year
4.3   Reelect M.Z. Nkosi as Director Appointed  For       For        Management
      During the Year
4.4   Reelect N.V. Qanqule as Director          For       For        Management
      Appointed During the Year
5.1   Reelect F. Dippenaar as Director          For       For        Management
5.2   Reelect N. Fakude as Director             For       For        Management
5.3   Reelect S. Lushaba as Director            For       For        Management
6     Approve Increase in Authorized Capital to For       For        Management
      ZAR 225 Million
7     Authorize Repurchase of Up to 20 Percent  For       For        Management
      of Issued Share Capital
8     Place Authorized But Unissued Shares      For       For        Management
      under Control of Directors
9     Approve Issuance of Shares without        For       For        Management
      Preemptive Rights up to a Maximum of 15
      Percent of Issued Capital


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

HIGHLAND GOLD MINING LTD

Ticker:                      Security ID:  G4472X101
Meeting Date: MAY 31, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for the Year Ended December 31,
      2004
2     Approve Final Dividend of USD 0.01 Per    For       For        Management
      Ordinary Share
3     Reelect James Cross as a Director         For       For        Management
4     Elect Tim Wadeson as a Director           For       For        Management
5     Elect David Fish as a Director            For       For        Management
6     Elect Alex Davidson as a Director         For       For        Management
7     Reelect Christopher Palmer-Tomkinson as a For       For        Management
      Director
8     Reelect Duncan Baxter as a Director       For       For        Management
9     Reappoint Ernst & Young LLP as Auditors   For       For        Management
      of the Company
10    Authorize Board to Fix Remuneration of    For       For        Management
      the Auditors


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

IAMGOLD CORPORATION (FORMERLY IAMGOLD INTL. MINING )

Ticker:       IMG.           Security ID:  450913108
Meeting Date: DEC 7, 2004    Meeting Type: Special
Record Date:  NOV 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve the Issuance of IAMGold Shares to For       For        Management
      Gold Fields Limited in Connection with
      the Acquisition of its International
      Assets
2     Approve Anti-Dilution Agreement with Gold For       For        Management
      Fields
3     Change Company Name to Gold Fields        For       For        Management
      International Limited
4     Amend Share Incentive Plan                For       Against    Management
5     Repeal Existing General By-Law and        For       For        Management
      Adoption of New By-Laws
6     Conditional upon the Completion of the    For       For        Management
      Transaction Confirmation of the
      Appointment of PricewaterhouseCoopers LLP
      as Auditors


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

IAMGOLD CORPORATION (FORMERLY IAMGOLD INTL. MINING )

Ticker:       IMG.           Security ID:  450913108
Meeting Date: MAY 16, 2005   Meeting Type: Annual/Special
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect William Pugliese, John A. Boultbee, For       For        Management
      Derek Bullock, Donald K. Charter, Joseph
      F. Conway, W. Robert Dengler, Stephen
      Freedhoff, Mahendra Naik and Robert A.
      Quartermain as Directors
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Amend Stock Option Plan                   For       For        Management
4     Adopt New General By-Law                  For       For        Management


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

IMPALA PLATINUM HOLDINGS LTD.

Ticker:                      Security ID:  S37840105
Meeting Date: OCT 29, 2004   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, 2004
2.1   Reelect R.S.N. Dabengwa as Director       For       For        Management
      Appointed During the Year
2.2   Reelect K. Mokhele as Director Appointed  For       For        Management
      During the Year
2.3   Reelect N.D.B. Orleyn as Director         For       For        Management
      Appointed During the Year
2.4   Reelect F.J.P. Roux as Director Appointed For       For        Management
      During the Year
2.5   Reelect L.C. van Vught as Director        For       For        Management
      Appointed During the Year
3.1   Reelect C.R. Markus as Director           For       For        Management
3.2   Reelect J.M. McMahon as Director          For       For        Management
3.3   Reelect J.V. Roberts as Director          For       For        Management
4     Approve Remuneration of Directors         For       For        Management
5     Place Authorized But Unissued Shares      For       For        Management
      under Control of Directors
6     Approve Issuance of Shares without        For       For        Management
      Preemptive Rights up to a Maximum of 15
      Percent of Issued Capital
7     Authorize Repurchase of Up to 20 Percent  For       For        Management
      of Issued Share Capital


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

IVANHOE MINES LTD. (FORMERLY INDOCHINA GOLDFIELDS LTD)

Ticker:       IVN.           Security ID:  46579N103
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 23, 2005

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


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

KINGSGATE CONSOLIDATED NL

Ticker:                      Security ID:  Q5318K103
Meeting Date: OCT 26, 2004   Meeting Type: Annual
Record Date:  OCT 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect John Falconer as Director           For       For        Management
2     Elect Christopher Komor as Director       Against   Against    Shareholder
3     Approve Remuneration of Directors in the  For       For        Management
      Amount of AUD 500,000


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

KINROSS GOLD CORP.

Ticker:       K.             Security ID:  496902206
Meeting Date: NOV 26, 2004   Meeting Type: Special
Record Date:  OCT 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Stock Consolidation and Stock     For       For        Management
      Split


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

LIHIR GOLD LIMITED

Ticker:       LIHRY          Security ID:  Y5285N149
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  APR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Elect Winifred Kamit as Director          For       For        Management
3     Elect Peter Cassidy as Director           For       For        Management
4     Approve PricewaterhouseCoopers as         For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration


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

MERIDIAN GOLD INC.

Ticker:       MNG.           Security ID:  589975101
Meeting Date: MAY 10, 2005   Meeting Type: Annual/Special
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect J.A. Eckersley, R.A. Horn, B.J.     For       For        Management
      Kennedy, C.R. Lattanzi, M.W. MacNaught,
      G.E. Munera, C.L. Renzoni as Directors
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Amend Shareholder Rights Plan (Poison     For       For        Management
      Pill)


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

METALLICA RESOURCES INC.

Ticker:       MR.            Security ID:  59125J104
Meeting Date: JUN 9, 2005    Meeting Type: Annual/Special
Record Date:  MAY 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Craig J. Nelsen, Richard J. Hall,   For       For        Management
      Oliver Lennox-King, J. Alan Spence, Ian
      A. Shaw, Amjad J. Ali, Robert Martinez,
      and Jorge Mendizabal as Directors
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors


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

MIRAMAR MINING CORP.

Ticker:       MAE            Security ID:  60466E100
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify KPMG LLP as Auditors               For       For        Management
2.1   Elect  Director Lawrence Bell             For       For        Management
2.2   Elect  Director David Fennell             For       For        Management
2.3   Elect  Director C. McLeod-Seltzer         For       For        Management
2.4   Elect  Director Peter Nixon               For       For        Management
2.5   Elect  Director Anthony J. Petrina        For       For        Management
2.6   Elect  Director Christopher J. Pollard    For       For        Management
2.7   Elect  Director William Stanley           For       For        Management
2.8   Elect  Director Anthony Walsh             For       For        Management


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

MVELAPHANDA RESOURCES LTD (FORMERLY EAST DAGGAFONTEIN MINES

Ticker:                      Security ID:  S53030110
Meeting Date: NOV 18, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended June 30,
      2004
2.1   Reelect L.N. Angel as Director            For       For        Management
2.2   Reelect M. Beckett as Director            For       For        Management
2.3   Reelect C. Johnson as Director            For       For        Management
2.4   Reelect O. Mabandla as Director           For       For        Management
2.5   Reelect N. Mtshotshisa as Director        For       For        Management
2.6   Reelect P. Ncholo as Director             For       For        Management
2.7   Reelect P.C. Pienaar as Director          For       For        Management
2.8   Reelect R. Ramaite as Director            For       For        Management
3     Approve Remuneration of Directors in the  For       For        Management
      Amount of ZAR 82,250
4     Approve Discharge of Directors            For       For        Management
5     Place Authorized But Unissued Shares      For       For        Management
      under Control of Directors
6     Approve Issuance of Shares without        For       For        Management
      Preemptive Rights up to a Maximum of 15
      Percent of Issued Capital
7     Amend Share Option Scheme                 For       For        Management
8     Authorize Directors to Nominate Relevant  For       For        Management
      Persons
9     Authorize Repurchase of Up to 20 Percent  For       For        Management
      of Issued Share Capital


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

NEVSUN RESOURCES LTD.

Ticker:       NSU.           Security ID:  64156L101
Meeting Date: APR 27, 2005   Meeting Type: Annual/Special
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director R. Stuart Angus           For       For        Management
1.2   Elect  Director John A. Clarke            For       For        Management
1.3   Elect  Director Clifford T. Davis         For       For        Management
1.4   Elect  Director Robert J. Gayton          For       For        Management
1.5   Elect  Director Gary E. German            For       For        Management
1.6   Elect  Director Gerard E. Munera          For       For        Management
2     Ratify KPMG LLP Auditors                  For       For        Management
3     Authorize Board to Fix Remuneration of    For       For        Management
      the Auditors
4     Remove the Application of Pre-Existing    For       For        Management
      Company Provisions
5     Adopt New Articles                        For       Against    Management
6     Authorize New Class of Preferred Stock    For       Against    Management
7     Amend Stock Option Plan                   For       Against    Management


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

NEWCREST MINING LTD.

Ticker:                      Security ID:  Q6651B114
Meeting Date: OCT 27, 2004   Meeting Type: Annual
Record Date:  OCT 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2a    Elect Ian A. Renard as Director           For       For        Management
2b    Elect Ronald C. Milne as Director         For       For        Management
3     Approve Grant of Employee Performance     For       For        Management
      Rights to Managing Director Palmer
4     Amend Constitution Re: Retirement of      For       Against    Management
      Directors


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

NEWMONT MINING CORP. (HOLDING COMPANY)

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 3, 2005

#     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 Michael s. Hamson          For       For        Management
1.4   Elect Director Leo I. Higdon, Jr.         For       For        Management
1.5   Elect Director Pierre Lassonde            For       For        Management
1.6   Elect Director Robert J. Miller           For       Withhold   Management
1.7   Elect Director Wayne W. Murdy             For       For        Management
1.8   Elect Director Robin A. Plumbridge        For       Withhold   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 Seymour Schulich           For       For        Management
1.12  Elect Director James V. Taranik           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

NORTH AMERICAN PALLADIUM LTD.

Ticker:       PDL            Security ID:  656912102
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael P. Amsden         For       For        Management
1.2   Elect  Director Andre J. Douchane         For       For        Management
1.3   Elect  Director Louis J. Fox              For       For        Management
1.4   Elect  Director Steven R. Berlin          For       Abstain    Management
1.5   Elect  Director James D. Excell           For       For        Management
1.6   Elect  Director Gregory J. Van Staveren   For       For        Management
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Their Remuneration


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

NORTHGATE MINERALS CORP (FORMERLY NORTHGATE EXPLORATION, LTD.)

Ticker:       NGX.           Security ID:  666416102
Meeting Date: MAY 12, 2005   Meeting Type: Annual/Special
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G. Warren Armstrong        For       For        Management
1.2   Elect Director C. William Daniel          For       For        Management
1.3   Elect Director Patrick D. Downey          For       For        Management
1.4   Elect Director J. Peter Gordon            For       For        Management
1.5   Elect Director Klaus V. Konigsmann        For       For        Management
1.6   Elect Director Keith C. Hendrick          For       For        Management
1.7   Elect Director Terrence A. Lyons          For       For        Management
1.8   Elect Director Kenneth G. Stowe           For       For        Management
2     Ratify KPMG LLP as Auditors               For       For        Management
3     Authorize Board to Fix Remuneration of    For       For        Management
      the Auditors
4     Amend Notice of Articles Articles Re:     For       For        Management
      Pre-existing Company Provisions
5     Amend Articles Re: Quorum Requirements    For       For        Management
6     Amend Articles Re: LOcation of            For       For        Management
      Shareholder Meetings
7     Approve Unlimited Capital Authorization   For       Against    Management
8     Approve 2005 Stock Option Plan            For       Against    Management
9     Approve 2005 Employee Stock Purchase Plan For       Against    Management
10    Other Business (Voting)                   For       Against    Management


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

OXIANA LTD (FRMLY OXIANA RESOURCE N L)

Ticker:                      Security ID:  Q7186A100
Meeting Date: APR 19, 2005   Meeting Type: Annual
Record Date:  APR 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2i    Elect Brian Jamieson as Director          For       For        Management
2ii   Elect Barry Cusack as Director            For       For        Management
2iii  Elect Peter Cassidy as Director           For       For        Management
3     Approve Future Issues Under the Oxiana    For       Against    Management
      Limited Employee Share Plan
4     Approve Future Issues Under the Oxiana    For       Against    Management
      Limited Performance Rights Plan
5     Approve Future Issues Under the Oxiana    For       For        Management
      Limited Executive Option Plan
6     Approve the Grant of One Million Options  For       For        Management
      to Brian Jamieson
7     Approve the Grant of Two Million Options  For       For        Management
      to Owen Hegarty
8     Approve the Provision by Minotaur         For       For        Management
      Resources Ltd, a Wholly-Owned Subsidiary
      of the Company, to Provide Financial
      Assistance in Connection with the
      Acquisition by the Company of All the
      Issued Shares in Minotaur Resources
      Limited


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

PLACER DOME INC.

Ticker:       PDG.           Security ID:  725906101
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D.J. Carty                For       For        Management
1.2   Elect  Director G.B. Coulombe             For       For        Management
1.3   Elect  Director J.W. Crow                 For       For        Management
1.4   Elect  Director G. Farquharson            For       For        Management
1.5   Elect  Director R.M. Franklin             For       For        Management
1.6   Elect  Director D.S. Karpin               For       For        Management
1.7   Elect  Director A.R. McFarland            For       For        Management
1.8   Elect  Director H.C. Mather               For       For        Management
1.9   Elect  Director E.A. Parkinson-Marcoux    For       For        Management
1.10  Elect  Director V.F. Taylor III           For       For        Management
1.11  Elect  Director P.W. Tomsett              For       For        Management
1.12  Elect  Director W.G. Wilson               For       For        Management
2     Ratify Ernst & Young LLP as Auditors      For       For        Management


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

QUEENSTAKE RESOURCES LTD.

Ticker:       QRL            Security ID:  748314101
Meeting Date: MAY 31, 2005   Meeting Type: Annual/Special
Record Date:  APR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors at Seven          For       For        Management
2.1   Elect Dorian Nicol as Director            For       For        Management
2.2   Elect Peter Bojtos as Director            For       For        Management
2.3   Elect Hugh Mogensen as Director           For       For        Management
2.4   Elect Michael Smith as Director           For       For        Management
2.5   Elect Robert Zerga as Director            For       For        Management
2.6   Elect Doris Meyer as Director             For       For        Management
2.7   Elect John Ellis as Director              For       For        Management
3     Approve Staley, Okada & Partners as       For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors


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

RANDGOLD RESOURCES LTD.

Ticker:                      Security ID:  752344309
Meeting Date: APR 25, 2005   Meeting Type: Annual
Record Date:  MAR 17, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ORDINARY RESOLUTION - ADOPTION OF THE     For       For        Management
      DIRECTORS  REPORT AND ACCOUNTS
2     ORDINARY RESOLUTION - RE-ELECTION OF      For       For        Management
      DIRECTOR: DM BRISTOW (CHIEF EXECUTIVE
      OFFICER)
3     ORDINARY RESOLUTION - RE-ELECTION OF      For       For        Management
      DIRECTOR: RA WILLIAMS (FINANCE DIRECTOR)
4     ORDINARY RESOLUTION - ADOPTION OF THE     For       For        Management
      REPORT OF THE REMUNERATION COMMITTEE
5     ORDINARY RESOLUTION - APPROVE THE FEES    For       For        Management
      PAYABLE TO THE DIRECTORS
6     Ratify Auditors                           For       For        Management
7     SPECIAL RESOLUTION - AUTHORISE THE        For       For        Management
      PURCHASE OF SHARES FOR CASH


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

RIO NARCEA GOLD MINES, LTD.

Ticker:       RNG            Security ID:  766909105
Meeting Date: MAY 18, 2005   Meeting Type: Annual/Special
Record Date:  APR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Juan Herrero Abello, Anthony H.     For       For        Management
      Bloom, Chris I. von Christierson,
      Clifford J. Davis, John W. W. Hick,
      Alberto Lavandeira, David N. Murray,
      Rupert Pennant-Rea, Hugh R. Snyder as
      Directors
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Approve Stock Option Plan                 For       Against    Management


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

SEMAFO INC

Ticker:       SMF.           Security ID:  816922108
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Abdelaziz Abarro           For       Abstain    Management
1.2   Elect Director Omar Amraoui               For       For        Management
1.3   Elect Director Jean Lamarre               For       For        Management
1.4   Elect Director Benoit La Salle            For       For        Management
1.5   Elect Director Jean-Pierre Lefebvre       For       For        Management
1.6   Elect Director Kebir Ratnani              For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors


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

SHORE GOLD INC

Ticker:       SGF.           Security ID:  824901102
Meeting Date: JUN 28, 2005   Meeting Type: Annual/Special
Record Date:  MAY 9, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Kenneth E. MacNeill, Ronald G.      For       For        Management
      Walker, Brian M. Menell, Harvey J. Bay,
      A. Neil McMillan, and Arnie E. Hillier as
      Directors
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Adopt Shareholder Rights Plan (Poison     For       For        Management
      Pill)


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

STILLWATER MINING CO.

Ticker:       SWC            Security ID:  86074Q102
Meeting Date: MAY 3, 2005    Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig L. Fuller           For       Withhold   Management
1.2   Elect  Director Patrick M. James          For       For        Management
1.3   Elect  Director Steven S. Lucas           For       For        Management
1.4   Elect  Director Joseph P. Mazurek         For       For        Management
1.5   Elect  Director Francis R. Mcallister     For       For        Management
1.6   Elect  Director Sheryl K. Pressler        For       For        Management
1.7   Elect  Director Donald W. Riegle          For       For        Management
1.8   Elect  Director Todd D. Schafer           For       For        Management
1.9   Elect  Director Jack E. Thompson          For       For        Management
2     Ratify Auditors                           For       For        Management


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

WESTERN AREAS LIMITED (FORM. WESTERN AREAS GOLD MINING CO. LTD.

Ticker:                      Security ID:  S9657S105
Meeting Date: AUG 10, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended 3-31-04
2.1   Reelect R.B. Kebble as Director           For       For        Management
2.2   Reelect M.E. Mkwanazi as Director         For       For        Management
2.3   Reelect G.T. Miller as Director           For       For        Management
3     Reelect KPMG Inc. as Auditors and         For       For        Management
      Authorize Board to Fix Their Remuneration
4     Authorize Repurchase of Up to 20 Percent  For       For        Management
      of Issued Share Capital
5     Other Business (Voting)                   For       Against    Management


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

WHEATON RIVER MINERALS LTD

Ticker:       WHT.2          Security ID:  962902102
Meeting Date: JUL 6, 2004    Meeting Type: Proxy Contest
Record Date:  APR 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Ian W. Telfer, Larry Bell, Frank    For       For        Management
      Guistra, Douglas Holtby, Eduardo Luna,
      Antonio Madero, Ian J. McDonald, Neil
      Woodyer as Directors.
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
      and Authorise Directors to Fix Their
      Remuneration
3     Special Resolution to Approve Merger      For       Against    Management
      Agreement with IAMGold Corporation
4     Special Resolution to Approve Merger      Against   Against    Management
      Agreement with IAMGold Corporation


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

YAMANA GOLD INC.

Ticker:       YRI            Security ID:  98462Y100
Meeting Date: MAY 3, 2005    Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Peter Marrone, Victor H. Bradley,   For       Abstain    Management
      James Askew, Patrick J. Mars, Juvenal
      Mesquita Filho, Antenor F. Silva, Jr.,
      Lance Tigert as Directors
2     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Remuneration
      of Auditors



                                   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) FRANKLIN GOLD AND PRECIOUS METALS FUND
            -------------------------------------------------------------------



By:(Signature and Title)*/s/JIMMY D. GAMBILL
                         ------------------------------------------------------
                         Jimmy D. Gambill,
                         Chief Executive Officer - Finance and Administration


Date  August 26, 2005
    -------------------


*Print the name and title of each signing officer under his or her signature.