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

                                                                 FORM N-PX

                                                   ANNUAL REPORT OF PROXY VOTING RECORD
                                                                    OF
                                                 REGISTERED MANAGEMENT INVESTMENT COMPANIES


         INVESTMENT COMPANY ACT FILE NUMBER:                                 811-3916

         NAME OF REGISTRANT:                                              VANGUARD SPECIALIZED FUNDS

         ADDRESS OF REGISTRANT:                                           PO BOX 2600, VALLEY FORGE, PA 19482

         NAME AND ADDRESS OF AGENT FOR SERVICE:                           R. GREGORY BARTON
                                                                          PO BOX 876
                                                                          VALLEY FORGE, PA 19482

         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (610) 669-1000
         DATE OF FISCAL YEAR END:                                         January 31, 2004

         DATE OF REPORTING PERIOD:  JULY 1, 2003 - JUNE 30, 2004

Fund             VANGUARD PRECIOUS METALS AND MINING FUND
----------------------------------------------------------------------------------------------------
Issuer:             ABER DIAMOND CORP
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        6/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.1: ELECT MR. JAMES N. FERNANDEZ AS A DIRECTOR              ISSUER             YES       ABSTAIN      N/A
 OF THE CORPORATION UNTIL THE NEXT AGM OR UNTIL THEIR
SUCCESSORS ARE ELECTED

PROPOSAL #1.2: ELECT MR. ROBERT A. GANNICOTT AS A                      ISSUER             YES       ABSTAIN      N/A
DIRECTOR OF THE CORPORATION UNTIL THE NEXTAGM OR UNTIL
THEIR SUCCESSORS ARE ELECTED

PROPOSAL #1.3: ELECT MR. LARS-ERIC JOHANSSON AS A                      ISSUER             YES       ABSTAIN      N/A
DIRECTOR OF THE CORPORATION UNTIL THE NEXTAGM OR UNTIL
THEIR SUCCESSORS ARE ELECTED

PROPOSAL #1.4: ELECT MR. THOMAS J. O NEILL AS A DIRECTOR               ISSUER             YES       ABSTAIN      N/A
OF THE CORPORATION UNTIL THE NEXT AGM OR UNTIL THEIR
SUCCESSORS ARE ELECTED

PROPOSAL #1.5: ELECT MR. J. ROGER B. PHILLIMORE AS A                   ISSUER             YES       ABSTAIN      N/A
DIRECTOR OF THE CORPORATION UNTIL THE NEXT AGM OR UNTIL
THEIR SUCCESSORS ARE ELECTED

PROPOSAL #1.6: ELECT MR. D. GRENVILLE THOMAS AS A                      ISSUER             YES       ABSTAIN      N/A
DIRECTOR OF THE CORPORATION UNTIL THE NEXTAGM OR UNTIL
THEIR SUCCESSORS ARE ELECTED

PROPOSAL #1.7: ELECT MR. EIRA M. THOMAS AS A DIRECTOR OF               ISSUER             YES       ABSTAIN      N/A
THE CORPORATION UNTIL THE NEXT AGM OR UNTIL THEIR
SUCCESSORS ARE ELECTED

PROPOSAL #2.: RE-APPOINT KPMG LLP, CHARTERED ACCOUNTANTS,              ISSUER             YES       FOR          N/A
 AS THE AUDITORS OF THE CORPORATION AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION



----------------------------------------------------------------------------------------------------
Issuer:             ABER DIAMOND CORP. (FORMERLY ABER RESOURCES LTD. )
Ticker:             ABZ                      CUSIP:       N/A
Meeting Date        7/18/2003                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1: ELECT JAMES N. FERNANDEZ, ROBERT A.                       ISSUER             YES       FOR          FOR
GANNICOTT, JOHN C. LAMACRAFT, THOMAS J. O'NEILL, J. ROGER
 B. PHILLIMORE, D. GRENVILLE THOMAS, EIRE M. THOMAS AND
LARS-ERIC JOHANSSON AS DIRECTORS

PROPOSAL #2: APPROVE KPMG LLP AS AUDITORS AND AUTHORIZE                ISSUER             YES       FOR          FOR
BOARD TO FIX REMUNERATION OF AUDITORS

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Issuer:             ANGLOGOLD ASHANTI LIMITED
Ticker:             AU                       CUSIP:       035128206
Meeting Date        6/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: ORDINARY RESOLUTION NUMBER 1 AUTHORITY TO                ISSUER             YES       FOR          N/A
ISSUE SHARES FOR THE CONVERSION OF THE US $1,000,000,000,
 2.375% GUARANTEED CONVERTIBLE BONDS DUE 2009


PROPOSAL #02: ORDINARY RESOLUTION NUMBER 2 AUTHORITY TO                ISSUER             YES       FOR          N/A
ISSUE SHARES

PROPOSAL #03: ORDINARY RESOLUTION NUMBER 3 AUTHORITY TO                ISSUER             YES       FOR          N/A
ISSUE SHARES FOR CASH

----------------------------------------------------------------------------------------------------
Issuer:             ANGLOGOLD LIMITED
Ticker:             AU                       CUSIP:       035128206
Meeting Date        4/8/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: SPECIAL RESOLUTION - APPROVAL TO CHANGE THE              ISSUER             YES       FOR          FOR
 NAME OF ANGLOGOLD LIMITED TO ANGLOGOLD ASHANTI LIMITED.


----------------------------------------------------------------------------------------------------
Issuer:             ANGLOGOLD LIMITED
Ticker:             AU                       CUSIP:       035128206
Meeting Date        4/29/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #O1: ORDINARY RESOLUTION NO. 1: ADOPTION OF                   ISSUER             YES       FOR          N/A
FINANCIAL STATEMENTS

PROPOSAL #O2: ORDINARY RESOLUTION NO. 2: RE-ELECTION OF                ISSUER             YES       FOR          N/A
DIRECTOR MR J G BEST

PROPOSAL #O3: ORDINARY RESOLUTION NO. 3: RE-ELECTION OF                ISSUER             YES       FOR          N/A
DIRECTOR MRS E LE R BRADLEY

PROPOSAL #O4: ORDINARY RESOLUTION NO. 4: RE-ELECTION OF                ISSUER             YES       ABSTAIN      N/A
DIRECTORS MR A J TRAHAR

PROPOSAL #O5: ORDINARY RESOLUTION NO. 5: PLACEMENT OF                  ISSUER             YES       FOR          N/A
UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS


PROPOSAL #O6: ORDINARY RESOLUTION NO. 6: AUTHORITY TO                  ISSUER             YES       FOR          N/A
ISSUE SHARES FOR CASH

PROPOSAL #S7: ORDINARY RESOLUTION NO. 7: INCREASE IN                   ISSUER             YES       FOR          N/A
DIRECTORS  REMUNERATION

PROPOSAL #S8: SPECIAL RESOLUTION NO. 1: AUTHORITY TO                   ISSUER             YES       FOR          N/A
ACQUIRE THE COMPANY'S OWN SHARES



----------------------------------------------------------------------------------------------------
Issuer:             ASHANTI GOLDFIELDS COMPANY LTD
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        4/7/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.: APPROVE THE SCHEME ARRANGEMENT BETWEEN                   ISSUER             YES       FOR          N/A
ASHANTI AND ITS MEMBERS UNDER SECTION 2 31 OF THE GHANA
COMPANIES CODE 1963 (ACT 179), AS AMENDED, OR ANY OTHER
BUSINE SS WHICH COMES BEFORE THE MEETING


PROPOSAL #2.: APPROVE THE DE-LISTING OF ASHANTI FROM THE               ISSUER             YES       FOR          N/A
GHANA STOCK EXCHANGE ON THE EFFECTI VE DATE

PROPOSAL #S.1: APPROVE TO A) ADOPT A NEW REGULATION 14:                ISSUER             YES       FOR          N/A
(I) TO MAKE SHARES ISSUED BETWEEN THE VOTING RECORD TIME
AND THE RECORD TIME SUBJECT TO THE SCHEME; AND (II) TO
MAK E ANY SHARES ISSUED AFTER THE RECORD TIME
AUTOMATICALLY EXCHANGEABLE FOR NEW A NGLOGOLD ASHANTI
SHARES ON THE SAME BASIS AS UNDER THE SCHEME; AND B)
CONVERT ASHANTI FROM A PUBLIC COMPANY TO A PRIVATE
COMPANY UNDER THE GHANA COMPANIES C ODE AND TO ADOPT NEW
REGULATIONS

----------------------------------------------------------------------------------------------------
Issuer:             BARRICK GOLD CORPORATION
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.1: ELECT MR. HOWARD L. BECK AS A DIRECTOR                  ISSUER             YES       FOR          N/A


PROPOSAL #1.2: ELECT MR. C. WILLIAM D. BIRCHALL AS A                   ISSUER             YES       FOR          N/A
DIRECTOR

PROPOSAL #1.3: ELECT MR. GUSTAVO CISNEROS AS A DIRECTOR                ISSUER             YES       FOR          N/A


PROPOSAL #1.4: ELECT MR. MARSHALL A. COHEN AS A DIRECTOR               ISSUER             YES       FOR          N/A


PROPOSAL #1.5: ELECT MR. PETER A. CROSSGROVE AS A                      ISSUER             YES       FOR          N/A
DIRECTOR

PROPOSAL #1.6: ELECT MR. PETER C. GODSOE AS A DIRECTOR                 ISSUER             YES       FOR          N/A


PROPOSAL #1.7: ELECT MR. ANGUS A. MACNAUGHTON AS A                     ISSUER             YES       FOR          N/A
DIRECTOR

PROPOSAL #1.8: ELECT THE RIGHT HONOURABLE BRIAN MULRONEY               ISSUER             YES       FOR          N/A
AS A DIRECTOR

PROPOSAL #1.9: ELECT MR. ANTHONY MUNK AS A DIRECTOR                    ISSUER             YES       FOR          N/A

PROPOSAL #1.10: ELECT MR. PETER MUNK AS A DIRECTOR                     ISSUER             YES       FOR          N/A

PROPOSAL #1.11: ELECT MR. JOSEPH L. ROTMAN AS A DIRECTOR               ISSUER             YES       FOR          N/A


PROPOSAL #1.12: ELECT MR. JACK E. THOMPSON AS A DIRECTOR               ISSUER             YES       FOR          N/A


PROPOSAL #1.13: ELECT MR. GREGORY C. WILKINS AS A                      ISSUER             YES       FOR          N/A
DIRECTOR

PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP AS THE                ISSUER             YES       FOR          N/A
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO
FIX THEIR REMUNERATION



PROPOSAL #3.: APPROVE THE COMPANY'S STOCK OPTION PLAN                  ISSUER             YES       FOR          N/A
(2004) OF 16 MILLION SHARES TO ELIGIBLE PERSONS AND ON
THE SPECIFIED TERMS AND CONDITIONS AS SPECIFIED; AND
AUTHORIZE ANY DIRECTOR OR OFFICER OF THE COMPANY TO
EXECUTE ALL DOCUMENTS AND TO DO ALL SUCH OTHER ACTS AND
THINGS AS SUCH DIRECTOR OR OFFICER MAY DETERMINE TO BE
NECESSARY OR ADVISABLE TO GIVE EFFECT TO THE FOREGOING
PROVISIONS OF THIS RESOLUTION


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Issuer:             BOUGAINVILLE COPPER LTD.
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.: APPROVE THE REPORTS AND THE ACCOUNTS                     ISSUER             YES       FOR          N/A

PROPOSAL #2.A: ELECT MR. D.H. MCLELLAN AS A DIRECTOR                   ISSUER             YES       ABSTAIN      N/A

PROPOSAL #2.B: ELECT MR. B.R. ALEXANDER AS A DIRECTOR                  ISSUER             YES       ABSTAIN      N/A


PROPOSAL #3.: APPOINT THE AUDITORS AND AUTHORIZE THE                   ISSUER             YES       AGAINST      N/A
DIRECTORS TO FIX THEIR FEES

PROPOSAL #4.: TRANSACT ANY OTHER BUSINESS                              ISSUER             YES       AGAINST      N/A

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Issuer:             EQUINOX RESOURCES LIMITED
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        6/15/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.: APPROVE, PURSUANT TO AND IN ACCORDANCE WITH              ISSUER             YES       FOR          N/A
 THE PROVISIONS OF SECTION 411 OF THE CORPORATIONS ACT,
THE AGREEMENT MADE BETWEEN EQUINOX RESOURCES AND ITS
SHAREHOLDERS AND AUTHORIZE THE BOARD OF DIRECTORS OF
EQUINOX RESOURCES TO AGREE TO SUCH ALTERATIONS OR
CONDITIONS AS ARE THOUGHT FIT BY THE COURT AND, SUBJECT
TO APPROVAL BY THE SCHEME OF THE COURT, TO IMPLEMENT THE
SCHEME WITH ANY SUCH ALTERATIONS OR CONDITIONS



PROPOSAL #2.: APPROVE AND AUTHORIZE THE EQUINOX RESOURCES              ISSUER             YES       AGAINST      N/A
 SHAREHOLDERS GRANTS OF OPTIONS TO ACQUIRE SHARES IN
EQUINOX MINERALS LIMITED  AS PRESCRIBED  IN ACCORDANCE
WITH THE EQUINOX MINERALS LONG TERM INCENTIVE PLAN, FOR
THE PURPOSE OF THE LISTING RULE 10.14 AND FOR ALL OTHER
PURPOSES

----------------------------------------------------------------------------------------------------
Issuer:             EQUINOX RESOURCES NL
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        11/27/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1: ELECT DONALD GEOFFREY REYNOLDS AS DIRECTOR                ISSUER             YES       ABSTAIN      AGAINST


----------------------------------------------------------------------------------------------------
Issuer:             FIRST QUANTUM MINERALS LTD
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        5/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.: ELECT MR. PHILIP K.R. PASCALL AS A DIRECTOR              ISSUER             YES       FOR          N/A


PROPOSAL #2.: ELECT MR. G. CLIVE NEWALL AS A DIRECTOR                  ISSUER             YES       FOR          N/A



PROPOSAL #3.: ELECT MR. MARTIN R. ROWLEY AS A DIRECTOR                 ISSUER             YES       FOR          N/A


PROPOSAL #4.: ELECT MR. R. STUART ANGUS AS A DIRECTOR                  ISSUER             YES       ABSTAIN      N/A


PROPOSAL #5.: ELECT MR. ROBERT A. WATTS AS A DIRECTOR                  ISSUER             YES       ABSTAIN      N/A


PROPOSAL #6.: ELECT MR. RUPERT PENNANT-REA AS A DIRECTOR               ISSUER             YES       FOR          N/A


PROPOSAL #7.: ELECT MR. PETER ST. GEORGE AS A DIRECTOR                 ISSUER             YES       ABSTAIN      N/A


PROPOSAL #8.: APPOINT PRICEWATERHOUSECOOPERS LLP, AS                   ISSUER             YES       ABSTAIN      N/A
AUDITORS OF THE COMPANY UNTIL THE NEXTAGM AND AUTHORIZE
THE AUDIT COMMITTEE OF THE COMPANY TO FIX THE
REMUNERATION TO BE PAID TO THE AUDITORS

PROPOSAL #9.: APPROVE AND RATIFY, PURSUANT TO THE                      ISSUER             YES       FOR          N/A
REQUIREMENTS OF THE CANADA BUSINESS CORPORATIONS ACT, THE
 BY-LAW NO 1 RELATING GENERALLY TO THE TRANSACTIONS OF
BUSINESS AND AFFAIRS OF THE COMPANY

PROPOSAL #10.: APPROVE, SUBJECT TO THE TORONTO STOCK                   ISSUER             YES       FOR          N/A
EXCHANGE ACCEPTANCE, THE 2004 STOCK OPTION PLAN, UNDER
WHICH THE COMPANY MAY GRANT OPTIONS TO PURCHASE COMMON
SHARES IN THE CAPITAL STOCK OF THE COMPANY TO DIRECTORS,
EMPLOYEES AND CONSULTANTS TO REPLACE THE 1997 STOCK
OPTION PLAN TO BRING THE COMPANY'S STOCK OPTION PLAN IN
LINE WITH THE STOCK OPTION PLANS OF COMPARABLE COMPANIES
AND TO MAKE CHANGES TO THE TERMINATION AND VESTING
PROVISIONS

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Issuer:             HARMONY GOLD MINING LTD.
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        9/1/2003                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1: APPROVE INCREASE IN AUTHORIZED CAPITAL FROM               ISSUER             NO        N/A          N/A
ZAR 125 MILLION TO ZAR 175 MILLION

PROPOSAL #2: APPROVE SCHEME OF ARRANGEMENT BETWEEN                     ISSUER             NO        N/A          N/A
COMPANY AND AFRICAN RAINBOW MINERALS GOLD LTD.,
SUBSTITUTE OFFER, AND ISSUANCE OF UP TO 64 MILLION
HARMONY SHARES

PROPOSAL #3: PLACE AUTHORIZED BUT UNISSUED SHARES UNDER                ISSUER             NO        N/A          N/A
CONTROL OF DIRECTORS

PROPOSAL #4: APPROVE ISSUANCE OF SHARES WITHOUT                        ISSUER             NO        N/A          N/A
PREEMPTIVE RIGHTS UP TO A MAXIMUM OF 15 PERCENT OF ISSUED
 CAPITAL

PROPOSAL #5: AUTHORIZE BOARD TO RATIFY AND EXECUTE                     ISSUER             NO        N/A          N/A
APPROVED RESOLUTIONS

----------------------------------------------------------------------------------------------------
Issuer:             HARMONY GOLD MINING LTD.
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        11/14/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND STATUTORY                 ISSUER             YES       FOR          FOR
REPORTS FOR THE FISCAL YEAR ENDED JUNE 30, 2003


PROPOSAL #2: APPROVE REMUNERATION OF DIRECTORS                         ISSUER             YES       FOR          FOR

PROPOSAL #3.1: ELECT P. TALJAARD E AS DIRECTOR                         ISSUER             YES       FOR          FOR

PROPOSAL #3.2: ELECT W.M. GULE AS DIRECTOR                             ISSUER             YES       FOR          FOR



PROPOSAL #3.3: ELECT M.W. KING AS DIRECTOR                             ISSUER             YES       FOR          FOR

PROPOSAL #3.4: ELECT P.T. MOTSEPE AS DIRECTOR                          ISSUER             YES       FOR          FOR

PROPOSAL #3.5: ELECT C.M.L. SAVAGE AS DIRECTOR                         ISSUER             YES       FOR          FOR

PROPOSAL #3.6: ELECT S.P. SIBISI AS DIRECTOR                           ISSUER             YES       FOR          FOR

PROPOSAL #3.7: ELECT D.V. SIMELANE AS DIRECTOR                         ISSUER             YES       FOR          FOR

PROPOSAL #3.8: ELECT R.V. SIMELANE AS DIRECTOR                         ISSUER             YES       FOR          FOR

PROPOSAL #3.9: ELECT M.V. SISULU AS DIRECTOR                           ISSUER             YES       FOR          FOR

PROPOSAL #3.11: ELECT A.J. WILKENS AS DIRECTOR                         ISSUER             YES       FOR          FOR

PROPOSAL #4.1: REELECT T.S.A. GROBICKI AS DIRECTOR                     ISSUER             YES       FOR          FOR

PROPOSAL #4.2: REELECT M.F. PLEMING AS DIRECTOR                        ISSUER             YES       FOR          FOR

PROPOSAL #4.3: REELECT Z.B. SWANEPOEL AS DIRECTOR                      ISSUER             YES       FOR          FOR

PROPOSAL #5: AMEND ARTICLES OF ASSOCIATION TO REFLECT                  ISSUER             YES       FOR          FOR
AMENDED JSE LISTING REQUIREMENTS RE: SHARE ISSUANCES


PROPOSAL #6: AMEND ARTICLES OF ASSOCIATION TO REFLECT                  ISSUER             YES       FOR          FOR
AMENDED JSE LISTING REQUIREMENTS RE: ANNOUNCEMENTS OF
NOTICES OF MEETINGS THROUGH SENS

PROPOSAL #7: AMEND ARTICLES OF ASSOCIATION RE: QUORUM AT               ISSUER             YES       FOR          FOR
BOARD MEETINGS

PROPOSAL #8: AMEND ARTICLES OF ASSOCIATION RE: APPROVAL                ISSUER             YES       FOR          FOR
OF BOARD RESOLUTIONS

PROPOSAL #9: AUTHORIZE REPURCHASE OF UP TO 20 PERCENT OF               ISSUER             YES       FOR          FOR
ISSUED SHARE CAPITAL

PROPOSAL #10: APPROVE HARMONY (2003) SHARE OPTION SCHEME               ISSUER             YES       FOR          FOR


PROPOSAL #11: PLACE AUTHORIZED BUT UNISSUED SHARES UNDER               ISSUER             YES       FOR          FOR
CONTROL OF DIRECTORS

PROPOSAL #12: APPROVE ISSUANCE OF SHARES WITHOUT                       ISSUER             YES       FOR          FOR
PREEMPTIVE RIGHTS UP TO A MAXIMUM OF 15 PERCENT OF ISSUED
 CAPITAL

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Issuer:             IMPALA PLATINUM HOLDINGS LTD.
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        10/22/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1: ACCEPT FINANCIAL STATEMENTS AND STATUTORY                 ISSUER             YES       FOR          FOR
REPORTS FOR YEAR ENDED JUNE 30, 2003

PROPOSAL #2: CONFIRM APPOINTMENT OF T.V. MOKGATLHA AND                 ISSUER             YES       FOR          FOR
L.J. PATON AS DIRECTORS

PROPOSAL #3: REELECT M.V. MENNELL, D.H. BROWN, K.C.                    ISSUER             YES       FOR          FOR
RUMBLE, AND D.M. O'CONNOR AS DIRECTORS

PROPOSAL #4: APPROVE REMUNERATION OF DIRECTORS                         ISSUER             YES       FOR          FOR

PROPOSAL #5: PLACE AUTHORIZED BUT UNISSUED SHARES UNDER                ISSUER             YES       FOR          FOR
CONTROL OF DIRECTORS

PROPOSAL #6: APPROVE ISSUANCE OF SHARES WITHOUT                        ISSUER             YES       FOR          FOR
PREEMPTIVE RIGHTS UP TO A MAXIMUM OF 15 PERCENT OF ISSUED
 CAPITAL



PROPOSAL #7: APPROVE AMENDMENTS TO DEED OF IMPLATS SHARE               ISSUER             YES       FOR          FOR
INCENTIVE TRUST RE: DEED OF AGREEMENTS ENTERED INTO
BETWEEN IMPALA PLATINUM LTD. AND IMPLATS SHARE INCENTIVE
TRUST

PROPOSAL #8: AMEND ARTICLES OF ASSOCIATION RE: BOARD SIZE              ISSUER             YES       FOR          FOR
 AND BOARD DECISIONS

PROPOSAL #9: AUTHORIZE REPURCHASE OF UP TO 20 PERCENT OF               ISSUER             YES       FOR          FOR
ISSUED SHARE CAPITAL

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Issuer:             LIHIR GOLD LIMITED
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        4/27/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND THE                 ISSUER             NO        N/A          N/A
REPORTS OF THE DIRECTORS AND THE AUDITOR IN RESPECT OF
THE YE 31 DEC 2003

PROPOSAL #2.: RE-ELECT SIR. ANTHONY SIAGURU AS A                       ISSUER             YES       FOR          N/A
DIRECTOR, WHO RETIRES BY ROTATION, IN ACCORDANCE WITH THE
 COMPANY'S CONSTITUTION

PROPOSAL #3.: RE-ELECT MR. GEOFF LOUDON AS A DIRECTOR,                 ISSUER             YES       FOR          N/A
WHO RETIRES BY ROTATION, IN ACCORDANCE WITH THE COMPANY'S
 CONSTITUTION

PROPOSAL #4.: RE-APPOINT PRICEWATERHOUSECOOPERS AS THE                 ISSUER             YES       FOR          N/A
AUDITOR TO AUDIT THE FINANCIAL STATEMENTS OF THE COMPANY
AND THE GROUP FINANCIAL STATEMENTS OF THE ACCOUNTING
PERIOD NEXT AFTER THIS MEETING AND TO HOLD OFFICE UNTIL
THE CONCLUSION OF THE NEXT AGM

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Issuer:             LONMIN PLC
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        2/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.: RECEIVE THE REPORT OF THE DIRECTORS AND THE              ISSUER             YES       FOR          N/A
 ACCOUNTS FOR THE YE 30 SEP 2003

PROPOSAL #2.: RECEIVE AND APPROVE THE DIRECTORS                        ISSUER             YES       FOR          N/A
REMUNERATION REPORT FOR THE YE 30 SEP 2003

PROPOSAL #3.: DECLARE A NET FINAL DIVIDEND OF 42 US CENTS              ISSUER             YES       FOR          N/A
 PER SHARE FOR THE YE 30 SEP 2003

PROPOSAL #4.: RE-ELECT MR. IAN FARMER AS A DIRECTOR                    ISSUER             YES       FOR          N/A

PROPOSAL #5.: RE-ELECT MR. PETER GODSOE AS A DIRECTOR                  ISSUER             YES       FOR          N/A


PROPOSAL #6.: RE-ELECT MR. ROGER PHILLIMORE AS A DIRECTOR              ISSUER             YES       FOR          N/A


PROPOSAL #7.: RE-ELECT MR. MICHAEL HARTNALL AS A DIRECTOR              ISSUER             YES       FOR          N/A


PROPOSAL #8.: RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS                ISSUER             YES       FOR          N/A
OF THE COMPANY AND AUTHORIZE THE DIR ECTORS TO FIX THEIR
REMUNERATION



PROPOSAL #9.: APPROVE: (A) THE LONMIN PLC SHAREHOLDER                  ISSUER             YES       FOR          N/A
VALUE INCENTIVE PLAN AND AUTHORIZE THE DIRECTORS TO ADOPT
 THEM; AND (B) TO AUTHORIZE THE DIRECTORS OF THE COMPANY
TO DO ALL SUCH ACTS AND THINGS WHICH THEY MAY CONSIDER
NECESSARY OR EXPEDIENT FO R THE PURPOSES OF IMPLEMENTING
AND GIVING EFFECT TO THE SAME AND THAT THE DIRE CTORS BE
AUTHORIZED TO ESTABLISH FURTHER SCHEMES BASED ON THE PLAN
 TO TAKE ACC OUNT OF LOCAL TAX, EXCHANGE CONTROL OR
SECURITIES LAW IN OVERSEAS TERRITORIES PROVIDED THAT SUCH
 OTHER SCHEMES SHALL COUNT AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE PLAN



PROPOSAL #10.: APPROVE TO RENEW THE POWERS CONFERRED ON                ISSUER             YES       FOR          N/A
THE DIRECTORS BY ARTICLE 12(B) OF THE COMPANY'S ARTICLES
OF ASSOCIATION, AND FOR THIS PURPOSE THE SECTION 80
AMOUNT SHALL BE USD 46,995,000, THE RESTRICTED SECTION 80
 AMOUNT SHALL BE USD 14,000 ,000; AND THE SECTION 80
PERIOD SHALL EXPIRE ON 04 FEB 2009


PROPOSAL #S.11: APPROVE TO RENEW THE POWERS CONFERRED ON               ISSUER             YES       FOR          N/A
THE DIRECTORS BY ARTICLE 12(C) OF THE COMPANY'S ARTICLES
OF ASSOCIATION, AND FOR THIS PURPOSE THE SECTION 89
AMOUNT SHALL BE USD 7,055,000; AND THE SECTION 89 PERIOD
SHALL EXPIRE ON 04 FEB 2009


PROPOSAL #S.12: AUTHORIZE THE COMPANY, PURSUANT TO                     ISSUER             YES       FOR          N/A
ARTICLE 9 OF THE COMPANY'S ARTICLES OF ASSO CIATION, TO
MAKE MARKET PURCHASES  SECTION 163(3) OF THE COMPANIES
ACT 1985  O F UP TO 14,000,000 ORDINARY SHARES OF USD 1
EACH IN ITS CAPITAL, AT A MINIMUM PRICE OF THE NOMINAL
VALUE OF SUCH SHARE AND UP TO 105% OF THE AVERAGE OF THE
MIDDLE MARKET QUOTATIONS FOR SUCH SHARES AS DERIVED FROM
THE LONDON STOCK EXCH ANGE DAILY OFFICIAL LIST, FOR THE 5
 BUSINESS DAYS PRECEDING THE DATE OF PURCHA SE;
AUTHORITY EXPIRES THE EARLIER OF, ON 04 MAY 2005, OR AT
THE DATE OF THE A GM OF THE COMPANY IN 2005 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRAC T TO
PURCHASE OF ITS OWN SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY


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Issuer:             MERIDIAN GOLD INC.
Ticker:             MDG                      CUSIP:       589975101
Meeting Date        5/11/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #01: THE ELECTION OF THE NOMINEES PROPOSED BY                 ISSUER             YES       FOR          FOR
MANAGEMENT AS DIRECTORS OF THE CORPORATION.

PROPOSAL #02: THE APPOINTMENT OF KPMG LLP AS AUDITORS OF               ISSUER             YES       FOR          FOR
THE CORPORATION AND TO AUTHORIZE THE BOARD OF DIRECTORS
TO FIX THEIR REMUNERATION.

PROPOSAL #03: THE CONFIRMATION OF THE AMENDMENT OF BY-LAW              ISSUER             YES       FOR          FOR
 NO. 1 OF THE CORPORATION.

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Issuer:             MINING AND METALLURGICAL COMPANY NORILSK NICKEL JSC, TAIMIRSKY REGION
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        6/24/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.: APPROVE THE ANNUAL REPORT AND THE ANNUAL                 ISSUER             YES       FOR          N/A
FINANCIAL STATEMENTS, INCLUDING PROFIT AND LOSS STATEMENT
 OF MMC NORILSK NICKEL FOR 2003 AND APPROVE THE
DISTRIBUTION OF THE PROFITS AND LOSSES OF MMC NORILSK
NICKEL 2003



PROPOSAL #2.: APPROVE THE PAYMENT OF ANNUAL CASH                       ISSUER             YES       FOR          N/A
DIVIDENDS ON THE SHARES OF THE OPEN JOINT-STOCK COMPANY
MMC NORILSK NICKEL FOR 2003 IN THE AMOUNT OF RUR 42.1 PER
 ORDINARY SHARE TAKING INTO ACCOUNT THE INTERIM DIVIDENDS
 FOR THE 9 MONTHS OF 2003 IN THE AMOUNT OF RUR 42.1 PER
ORDINARY SHARE ALREADY PAID TO THE SHAREHOLDERS


PROPOSAL #3.: APPROVE THE AMENDMENTS TO THE CHARTER OF                 ISSUER             YES       FOR          N/A
MMC NORILSK NICKEL

PROPOSAL #4.1: ELECT MR. ANDREI YE. BOUGROV AS A BOARD OF              ISSUER             YES       ABSTAIN      N/A
 DIRECTOR

PROPOSAL #4.2: ELECT MR. GUY DE SELLIERS AS A BOARD OF                 ISSUER             YES       ABSTAIN      N/A
DIRECTOR

PROPOSAL #4.3: ELECT MR. VLADIMIR I. DOLGYKH AS A BOARD                ISSUER             YES       ABSTAIN      N/A
OF DIRECTOR

PROPOSAL #4.4: ELECT MR. ANDREI A. KLISHAS AS A BOARD OF               ISSUER             YES       ABSTAIN      N/A
DIRECTOR

PROPOSAL #4.5: ELECT MR. YEKATERINA M. SALNIKOVA AS A                  ISSUER             YES       ABSTAIN      N/A
BOARD OF DIRECTOR

PROPOSAL #4.6: ELECT MR. KYRILL YU. PARINOV AS A BOARD OF              ISSUER             YES       ABSTAIN      N/A
 DIRECTOR

PROPOSAL #4.7: ELECT MR. MICHAIL D. PROKHOROV AS A BOARD               ISSUER             YES       ABSTAIN      N/A
OF DIRECTOR

PROPOSAL #4.8: ELECT MR. LEONID B. ROZHETSKIN AS A BOARD               ISSUER             YES       ABSTAIN      N/A
OF DIRECTOR

PROPOSAL #4.9: ELECT MR. RONALD FREEMAN AS A BOARD OF                  ISSUER             YES       ABSTAIN      N/A
DIRECTOR

PROPOSAL #4.10: ELECT MR. HEINZ SCHIMMELBUSCH AS A BOARD               ISSUER             YES       ABSTAIN      N/A
OF DIRECTOR

PROPOSAL #5.1: ELECT MS. JULIA V. BASOVA AS A MEMBER OF                ISSUER             YES       ABSTAIN      N/A
THE REVISION COMMITTEE

PROPOSAL #5.2: ELECT MR. VADIM YU. MESHCHERYAKOV AS A                  ISSUER             YES       ABSTAIN      N/A
MEMBER OF THE REVISION COMMITTEE

PROPOSAL #5.3: ELECT MR. NIKOLAI V. MOROZOV AS A MEMBER                ISSUER             YES       ABSTAIN      N/A
OF THE REVISION COMMITTEE

PROPOSAL #5.4: ELECT MR. OLGA YU. ROMPEL AS A MEMBER OF                ISSUER             YES       ABSTAIN      N/A
THE REVISION COMMITTEE

PROPOSAL #5.5: ELECT MR. OLESYA V. FIRSYK AS A MEMBER OF               ISSUER             YES       ABSTAIN      N/A
THE REVISION COMMITTEE

PROPOSAL #6.: APPROVE THE LIMITED LIABILITY COMPANY                    ISSUER             YES       ABSTAIN      N/A
ROSEXPERTIZA AS THE AUDITOR OF THE RUSSIAN FINANCIAL
STATEMENTS OF THE OPEN JOINT-STOCK COMPANY MMC NORILSK
NICKEL FOR 2004

PROPOSAL #7.: APPROVE TO ESTABLISH THAT THE MEMBERS OF                 ISSUER             YES       FOR          N/A
THE BOARD OF DIRECTORS OF THE OPEN JOINT-STOCK COMPANY
MMC NORILSK NICKEL WHO ARE INDEPENDENT DIRECTORS
ACCORDING TO THE REQUIREMENTS OF ARTICLE 83 OF THE
FEDERAL LAW ON JOINT-STOCK COMPANIES AND CLAUSE 6.2.8. OF
 THE ARTICLES OF ASSOCIATION OF THE OPEN JOINT-STOCK
COMPANY  MMC NORILSK NICKEL, WILL EACH RECEIVE
REMUNERATION FOR THE PERIOD OF THEIR DUTIES IN THE AMOUNT
 OF RUB 804,000 PER QUARTER AND COMPENSATION FOR DULY
CONFIRMED EXPENSES CONNECTED TO THEIR PERFORMANCE AS
MEMBERS OF THE BOARD OF DIRECTORS OF THE OPEN JOINT-STOCK
 COMPANY MMC NORILSK NICKEL FOR UP TO RUB 2,000,000



PROPOSAL #8.: APPROVE TO ENTER THE NON-PROFIT                          ISSUER             YES       ABSTAIN      N/A
ORGANIZATION NICKEL INSTITUTE

PROPOSAL #9.: APPROVE TO ENTER THE NON-PROFIT                          ISSUER             YES       ABSTAIN      N/A
ORGANIZATION PALLADIUM COUNCIL

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Issuer:             MMC NORILSK NICKEL
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        12/29/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1: APPROVE INTERIM DIVIDEND OF RUB 42.1 PER                  ISSUER             YES       FOR          FOR
SHARE

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Issuer:             PLACER DOME INC
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        5/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.1: ELECT MR. G. BERNARD COULOMBE AS A                      ISSUER             YES       FOR          N/A
DIRECTOR FOR THE ENSUING YEAR

PROPOSAL #1.2: ELECT MR. JOHN W. CROW AS A DIRECTOR FOR                ISSUER             YES       FOR          N/A
THE ENSUING YEAR

PROPOSAL #1.3: ELECT MR. GRAHAM FARQUHARSON AS A DIRECTOR              ISSUER             YES       FOR          N/A
 FOR THE ENSUING YEAR

PROPOSAL #1.4: ELECT MR. ROBERT M. FRANKLIN AS A DIRECTOR              ISSUER             YES       FOR          N/A
 FOR THE ENSUING YEAR

PROPOSAL #1.5: ELECT MR. DAVID S. KARPIN AS A DIRECTOR                 ISSUER             YES       FOR          N/A
FOR THE ENSUING YEAR

PROPOSAL #1.6: ELECT MR. ALAN R. MCFARLAND AS A DIRECTOR               ISSUER             YES       FOR          N/A
FOR THE ENSUING YEAR

PROPOSAL #1.7: ELECT MR. CLIFFORD L. MICHEL AS A DIRECTOR              ISSUER             YES       FOR          N/A
 FOR THE ENSUING YEAR

PROPOSAL #1.8: ELECT MR. EDYTHE A. PARKINSON-MARCOUX AS A              ISSUER             YES       FOR          N/A
 DIRECTOR FOR THE ENSUING YEAR

PROPOSAL #1.9: ELECT MR. JAY K. TAYLOR AS A DIRECTOR FOR               ISSUER             YES       FOR          N/A
THE ENSUING YEAR

PROPOSAL #1.10: ELECT MR. VERNON F. TAYLOR III AS A                    ISSUER             YES       FOR          N/A
DIRECTOR FOR THE ENSUING YEAR

PROPOSAL #1.11: ELECT MR. WILLIAM G. WILSON AS A DIRECTOR              ISSUER             YES       FOR          N/A
 FOR THE ENSUING YEAR

PROPOSAL #2.: APPOINT ERNST & YOUNG LLP AS THE AUDITORS                ISSUER             YES       FOR          N/A
FOR THE ENSUING YEAR

PROPOSAL #3.: APPROVE THE CONFIRMATION OF THE ADOPTION BY              ISSUER             YES       FOR          N/A
 THE BOARD OF DIRECTORS OF A REPLACEMENT SHAREHOLDERS
RIGHTS PLAN

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Issuer:             RIO TINTO LTD
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        4/22/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #2.: APPROVE THE MINING COMPANIES COMPARATIVE                 ISSUER             YES       FOR          N/A
PLAN 2004 AND THE SHARE OPTION PLAN 2004, SUBJECT TO SUCH
 MODIFICATIONS DEEMED NECESSARY BY THE DIRECTORS TO TAKE
ACCOUNT OF THE REQUIREMENTS OF AUSTRALIAN STOCK EXCHANGE
LIMITED, LONDON STOCK EXCHANGE LIMITED OR PREVAILING
PRACTICE AND AUTHORIZE THE DIRECTORS TO ADOPT AND CARRY
THE SAME INTO EFFECT



PROPOSAL #3.: AUTHORIZE THE DIRECTORS, SUBJECT TO THE                  ISSUER             YES       FOR          N/A
PASSING OF RESOLUTION 2, TO GRANT ANY OR ALL OF THE
FOLLOWING BEFORE 22 APR 2007: A) OPTIONS OVER ORDINARY
SHARES UNDER THE MINING COMPANIES COMPARATIVE PLAN 2004;
B) CONDITIONAL AWARDS OF ORDINARY SHARES UNDER THE MINING
 COMPANIES COMPARATIVE PLAN 2004; AND C) OPTIONS UNDER
THE SHARE SAVINGS PLAN, TO MR. LEIGH OXFORD OF 871,000
OPTIONS AND 580,000 SHARES AND MR. OSCAR GREENEVELD OF
303,000 AND 212,000 SHARES


PROPOSAL #4.: ELECT SIR JOHN KERR AS A DIRECTOR                        ISSUER             YES       FOR          N/A

PROPOSAL #5.: RE-ELECT MR. LEIGH CLIFFORD AS A DIRECTOR                ISSUER             YES       FOR          N/A


PROPOSAL #6.: RE-ELECT MR. GUY ELLIOTT AS A DIRECTOR                   ISSUER             YES       FOR          N/A

PROPOSAL #7.: RE-ELECT SIR RICHARD SYKES AS A DIRECTOR                 ISSUER             YES       FOR          N/A


PROPOSAL #8.: RE-ELECT SIR RICHARD GIORDANO AS A DIRECTOR              ISSUER             YES       FOR          N/A


PROPOSAL #9.: APPROVE THE REMUNERATION REPORT SET OUT IN               ISSUER             YES       FOR          N/A
THE 2003 ANNUAL REVIEW AN THE 2003 ANNUAL REPORT AND THE
FINANCIAL STATEMENTS

PROPOSAL #10: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS                 ISSUER             YES       AGAINST      N/A
THE AUDITORS OF RIO TINTO PLC UNTIL THE CONCLUSION OF THE
 NEXT AGM AND AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE
THEIR REMUNERATION

PROPOSAL #11.: RECEIVE THE COMPANY'S FINANCIAL                         ISSUER             YES       FOR          N/A
STATEMENTS, THE REPORT OF THE DIRECTORS AND THE REPORT OF
 THE AUDITORS FOR YE 31 DEC 2003

PROPOSAL #S.1: AUTHORIZE THE COMPANY TO: A) BUY BACK FROM              ISSUER             YES       FOR          N/A
 TINTO HOLDINGS AUSTRALIA PTY LIMITED OF FULLY PAID
ORDINARY SHARES IN THE COMPANY, UPON THE TERMS AND
CONDITIONS IN THE DRAFT BUY BACK AGREEMENT BETWEEN THE
COMPANY AND TINTO HOLDINGS AUSTRALIA PTY LIMITED; AND B)
ON-MARKET BUY BACKS BY THE COMPANY OF ORDINARY SHARES: I)
 MAKE MARKET BUY BACK OF ORDINARY SHARES, WHICH BE BOUGHT
 BACK ON THE MARKET BY THE COMPANY, NOT EXCEEDING 10% OF
THE MINIMUM NUMBER OF ORDINARY SHARES ON ISSUE  EXCLUDING
 FROM THAT MINIMUM NUMBER THOSE ORDINARY SHARES HELD BY
OR ON BEHALF OF TINTO HOLDINGS AUSTRALIA PTY LIMITED OR
ANY OTHER SUBSIDY OR RIO TINTO PLC  DURING SUCH PERIOD;
AND II) AT A PRICE PER ORDINARY SHARE OF NOT MORE THAN 5%
 ABOVE THE AVERAGE MARKET PRICE OF THE ORDINARY SHARES
CALCULATED OVER THE PREVIOUS 5 BUSINESS DAYS ON THE
AUSTRALIAN STOCK EXCHANGE



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Issuer:             TANAMI GOLD NL
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        11/27/2003                                                                                     For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1: RECEIVE FINANCIAL STATEMENTS AND STATUTORY                ISSUER             NO        N/A          N/A
REPORTS

PROPOSAL #2: ELECT G E COMB AS DIRECTOR                                ISSUER             YES       FOR          FOR

PROPOSAL #3: APPROVE ISSUANCE OF UP TO 25 MILLION FULLY                ISSUER             YES       FOR          FOR
PAID SHARES FOR A PRIVATE PLACEMENT

PROPOSAL #4: APPROVE ISSUE OF 1.5 MILLION OPTIONS TO GARY              ISSUER             YES       FOR          FOR
 COMB



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Issuer:             TANAMI GOLD NL
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        1/5/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.: AUTHORIZE THE COMPANY TO ISSUE AND ALLOT TO              ISSUER             YES       FOR          N/A
 ANGLOGOLD AUSTRALIA LIMITED (OR IT'S NOMINEE),
25,000,000 FULLY PAID ORDINARY SHARES IN THE CAPITAL OF
THE COMPAN Y AS PART CONSIDERATION FOR THE WESTERN TANAMI
 PROJECT ACQUISITION, FOR THE PU RPOSES OF RULE 7.2 OF
THE LISTING RULES OF THE AUSTRALIAN STOCK EXCHANGE LIMIT
ED AND ALL OTHER PURPOSES


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Issuer:             TANAMI GOLD NL
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        2/24/2004                                                                                      For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.: APPROVE, FOR THE PURPOSES OF RULE 7.4 OF                 ISSUER             YES       FOR          N/A
THE LISTING RULES OF THE AUSTRALIAN'S TOCK EXCHANGE
LIMITED AND ALL OTHER PURPOSES, TO ISSUE OF 28,000,000
SHARES AT AN ISSUE PRICE OF 20 CENTS PER SHARE, WHICH
WERE ISSUED TO INSTITUTIONAL AND OTHER INVESTORS BOTH
INTERNATIONALLY AND IN AUSTRALIA ON 06 JAN 2004


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Issuer:             WMC RESOURCES LTD
Ticker:             N/A                      CUSIP:       N/A
Meeting Date        4/6/2004                                                                                       For/Against
Proposal:                                                              Proposed by      Voted?     Vote Cast           Mgmt

PROPOSAL #1.a: RE-ELECT MR. P.J. KNIGHT AS A DIRECTOR,                 ISSUER             YES       FOR          N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION

PROPOSAL #1.b: RE-ELECT MR. I.E. WEBBER AS A DIRECTOR,                 ISSUER             YES       FOR          N/A
WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE COMPANY'S
CONSTITUTION

PROPOSAL #1.c: ELECT MR. G.W. MCGREGOR AS A DIRECTOR, WHO              ISSUER             YES       FOR          N/A
 RETIRES IN ACCORDANCE WITH THE COMPANY'S CONSTITUTION


PROPOSAL #1.d: ELECT MR. G.J. PIZZEY AS A DIRECTOR, WHO                ISSUER             YES       FOR          N/A
RETIRES IN ACCORDANCE WITH THE COMPANY'S CONSTITUTION

                                                             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.


VANGUARD SPECIALIZED FUNDS


By:     /s/John J. Brennan
           (Heidi Stam)
           John J. Brennan*
           Chairman & Chief Executive Officer

Date:      August 31, 2004

           *  By Power of Attorney.  See File Number 2-57689, filed on December 26, 2002.
              Incorporated by reference.