UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21603
SPECIAL VALUE OPPORTUNITIES FUND, LLC
(Exact Name of Registrant as Specified in Charter)
2951 28TH STREET, SUITE 1000
SANTA MONICA, CALIFORNIA 90405
(Address of Principal Executive Offices) (Zip Code)
ELIZABETH GREENWOOD, SECRETARY
SPECIAL VALUE OPPORTUNITIES FUND, LLC
2951 28TH STREET, SUITE 1000
SANTA MONICA, CALIFORNIA 90405
(Name and Address of Agent for Service)
Registrant's telephone number, including area code: (310) 566-1000
Copies to:
RICHARD T. PRINS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
Date of fiscal year end: DECEMBER 31
Date of reporting period: JULY 1, 2007 - JUNE 30, 2008
| ITEM 1. | PROXY VOTING RECORD. |
Issuer Name: International Wire Group, Inc.
Ticker: ITWG
CUSIP: 460933-104
Meeting Date: June 5, 2008 Meeting Type: Annual
| | Proposal | Proposed By | Mgmt Rec | Vote Cast |
| | | | | |
| 1. | Elect the following nominees to the Board of Directors: | | | |
| | | | | |
| | Rodney D. Kent | Issuer | For | For |
| | Mark K. Holdsworth | Issuer | For | For |
| | William Lane Pennington | Issuer | For | For |
| | Peter Blum | Issuer | For | For |
| | David M. Gilchrist, Jr. | Issuer | For | For |
| | David H. Robbins | Issuer | For | For |
| | Lowell W. Robinson | Issuer | For | For |
| | John T. Walsh | Issuer | For | For |
| | | | | |
| 2. | Approval of key management incentive plan | Issuer | For | For |
| | | | | |
| 3. | To ratify Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2008 | Issuer | For | For |
Issuer Name: Online Resources, Inc.
Ticker: ORCC
CUSIP: 68273G-101
Meeting Date: May 21, 2008 Meeting Type: Annual
| | Proposal | Proposed By | Mgmt Rec | Vote Cast |
| | | | | |
| 1. | Elect the following nominees to the Board of Directors: | | | |
| | | | | |
| | Stephen S. Cole | Issuer | For | For |
| | Joseph J. Spalluto | Issuer | For | For |
| | William H. Washecka | Issuer | For | For |
| | | | | |
| 2. | To ratify KPMG LLP as independent auditors for the year ending December 31, 2008 | Issuer | For | For |
| | | | | |
| 3. | Proposal to amend the Company’s 2005 Restricted Stock and Option Plan to increase number of authorized shares. | Issuer | For | For |
Issuer Name: Owens Corning
Ticker: OC
CUSIP: 690742101
Meeting Date: December 6, 2007 Meeting Type: Annual
| | Proposal | Proposed By | Mgmt Rec | Vote Cast |
| | | | | |
| 1. | Elect the following nominees | | | |
| | | | | |
| | Ralph F. Hake | Issuer | For | n/a |
| | F. Philip Handy | Issuer | For | n/a |
| | Marc Sole | Issuer | For | n/a |
| | Michael H. Thaman | Issuer | For | n/a |
| | Daniel K. K. Tseung | Issuer | For | n/a |
| | | | | |
| 2. | Approval of the Amended and Restated Owens Corning 2006 Stock Plan | Issuer | For | n/a |
| | | | | |
| 3. | Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2008 | Issuer | For | n/a |
Issuer Name: Pliant Corporation
Ticker: PLIAP.OB
CUSIP: n/a
Meeting Date: May 15, 2008 Meeting Type: Annual
| | Proposal | Proposed By | Mgmt Rec | Vote Cast |
| | | | | |
| 1. | Elect the following nominees (Common Stock Directors) | | | |
| | | | | |
| | Harold C. Bevis | Issuer | For | n/a |
| | John D. Bowlin | Issuer | For | n/a |
| | Edward A. Lapekas | Issuer | For | n/a |
| | Stephen V. McKenna | Issuer | For | n/a |
| | Timothy J. Walsh | Issuer | For | n/a |
| | | | | |
| 2. | Elect the following nominees (Series AA Directors) | | | |
| | | | | |
| | Eugene I. Davis | Issuer | For | n/a |
| | David G. Elkins | Issuer | For | n/a |
| | | | | |
| 3. | Ratification of Ernst & Young LLP as Pliant Corporation’s independent auditors for the year ending December 31, 2008 | Issuer | For | n/a |
Issuer Name: Stage Stores, Inc.
Ticker: SSI
CUSIP: 85254C305
Meeting Date: June 5, 2008 Meeting Type: Annual
| | Proposal | Proposed By | Mgmt Rec | Vote Cast |
| | | | | |
| 1 | Elect the following nominees: | | | |
| | | | | |
| | Alan Barocas | Issuer | For | For |
| | Michael Glazer | Issuer | For | For |
| | Andrew Hall | Issuer | For | For |
| | John Mentzer | Issuer | For | For |
| | Margaret Monaco | Issuer | For | For |
| | William Montgoris | Issuer | For | For |
| | Sharon Mosse | Issuer | For | For |
| | James Scarborough | Issuer | For | For |
| | David Schwartz | Issuer | For | For |
| | | | | |
| 2 | To ratify Deloitte & Touche LLP as independent registered public accounting firm for 2008 | Issuer | For | For |
| | | | | |
| 3 | Approve material terms of executive officer performance goals | Issuer | For | For |
| | | | | |
| 4 | Approve 2008 Equity Incentive Plan | Issuer | For | For |
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.
Special Value Opportunities Fund, LLC
By: /s/ Hugh Steven Wilson
Name: Hugh Steven Wilson
Title: Chief Executive Officer
Date: August 30, 2008
