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 811-21769
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                         Restoration Opportunities Fund
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               (Exact name of registrant as specified in charter)

                           13455 Noel Road, Suite 1300
                                Dallas, TX 75240
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               (Address of principal executive offices) (Zip code)


                                James D. Dondero
                        Highland Capital Management, L.P.
                           13455 Noel Road, Suite 1300
                                Dallas, TX 75240
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                     (Name and address of agent for service)

      Registrant's telephone number, including area code: (877) 532-2834
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                      Date of fiscal year end: December 31
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             Date of reporting period: July 1, 2004 - June 30, 2005
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     Form  N-PX is to be used by a  registered  management  investment  company,
     other  than a small  business  investment  company  registered  on Form N-5
     (ss.ss.  239.24  and  274.5  of this  chapter),  to file  reports  with the
     Commission,  not  later  than  August  31  of  each  year,  containing  the
     registrant's  proxy voting record for the most recent  twelve-month  period
     ended June 30, pursuant to section 30 of the Investment Company Act of 1940
     and rule 30b1-4 there under (17 CFR 270.30b1-4). The Commission may use the
     information  provided on Form N-PX in its  regulatory,  disclosure  review,
     inspection, and policymaking roles.

     A  registrant  is required to disclose  the  information  specified by Form
     N-PX, and the Commission will make this information public. A registrant is
     not required to respond to the collection of information  contained in Form
     N-PX unless the Form displays a currently  valid Office of  Management  and
     Budget  ("OMB")  control  number.  Please direct  comments  concerning  the
     accuracy of the information  collection burden estimate and any suggestions
     for  reducing  the  burden  to  the  Secretary,   Securities  and  Exchange
     Commission,  450 Fifth Street, NW, Washington,  DC 20549-0609.  The OMB has
     reviewed this collection of information under the clearance requirements of
     44 U.S.C. ss. 3507.


                               PROXY VOTING RECORD
                    FOR PERIOD JULY 1, 2004 TO JUNE 30, 2005

          There were no matters relating to a portfolio  security  considered at
     any  shareholder  meeting held during the period covered by this report and
     with respect to which the registrant was entitled to vote.


                                   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                Restoration Opportunites Fund
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   By (Signature and Title)* /s/ James D. Dondero
                            ---------------------------------------------
                             James D. Dondero, Chief Executive Officer
                             (Principal Executive Officer)
   Date    August 24, 2005
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   *Print the name and title of each signing officer under his or her signature.