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 811-21629

                        SPECIAL VALUE EXPANSION 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)

                          DAVID A. HOLLANDER, SECRETARY
                        SPECIAL VALUE EXPANSION 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: SEPTEMBER 30

             Date of reporting period: JULY 1, 2004 - JUNE 30, 2005


ITEM 1. PROXY VOTING RECORD.



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Issuer Name:  Intentia International AB
Ticker:   INTA SS
CUSIP:
Meeting Date:      Oct 19, 2004             Meeting Type:  Extraordinary

                                                                                        Mgmt              Vote
         Proposal                                                      Proposed By      Rec               Cast
                                                                                                 
1        Elect Svante Johansson as Chairman of the meeting             Shareholder      N/A (1)           Abstain
2        Approve the voting list                                       Issuer           N/A (1)           Abstain
3        Approve the agenda                                            Issuer           N/A (1)           Abstain
4        Elect 3 persons to certify the minutes                        Shareholder      N/A (1)           Abstain
5        Establish whether the meeting was duly convened               Issuer           N/A (1)           Abstain
6        Approve adoption of employee stock plan                       Issuer           N/A (1)           N/A (2)
7        Authorize debenture issuance                                  Issuer           N/A (1)           N/A (2)
8        Set number of Board members at 9, with no deputy members      Shareholder      N/A (1)           For
9        Set total Board remuneration at SEK 1,100,000                 Shareholder      N/A (1)           For
10       Elect Paul Wahl as Director                                   Shareholder      N/A (1)           For



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Issuer Name:  Intentia International AB
Ticker:   INTB SS
CUSIP:
Meeting Date:      Oct 19, 2004             Meeting Type:  Extraordinary

                                                                                        Mgmt              Vote
         Proposal                                                      Proposed By      Rec               Cast
                                                                                                 
1        Elect Svante Johansson as Chairman of the meeting             Shareholder      N/A (1)           Abstain
2        Approve the voting list                                       Issuer           N/A (1)           Abstain
3        Approve the agenda                                            Issuer           N/A (1)           Abstain
4        Elect 3 persons to certify the minutes                        Shareholder      N/A (1)           Abstain
5        Establish whether the meeting was duly convened               Issuer           N/A (1)           Abstain
6        Approve adoption of employee stock plan                       Issuer           N/A (1)           N/A (2)
7        Authorize debenture issuance                                  Issuer           N/A (1)           N/A (2)
8        Set number of Board members at 9, with no deputy members      Shareholder      N/A (1)           For
9        Set total Board remuneration at SEK 1,100,000                 Shareholder      N/A (1)           For
10       Elect Paul Wahl as Director                                   Shareholder      N/A (1)           For



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Issuer Name:  Intentia International AB
Ticker:   INTA SS
CUSIP:
Meeting Date:      May 12, 2005             Meeting Type:  Annual

                                                                                        Mgmt              Vote
         Proposal                                                      Proposed By      Rec               Cast
                                                                                                 
1        Elect Svante Johansson as Chairman of the meeting             Shareholder      N/A (1)           For
2        Approve the voting list                                       Issuer           N/A (1)           For
3        Approve the agenda                                            Issuer           N/A (1)           For
4        Elect 2 persons to certify the minutes                        Shareholder      N/A (1)           For
5        Establish whether the meeting was duly convened               Issuer           N/A (1)           For
6        Presentation of annual reports, auditor's reports, & CEO
         comments                                                      Issuer           N/A (1)           For
7        Ratify income statements and balance sheets                   Issuer           N/A (1)           For
8        Carry forward accumulated deficit to 2005                     Issuer           N/A (1)           For
9        Exempt Directors & CEO from financial responsibility          Issuer           N/A (1)           For
10       Set number of Board members at 8, with no deputy members      Shareholder      N/A (1)           For
11       Set total Board remuneration at SEK 900,000                   Shareholder      N/A (1)           For
12.1     Re-elect Romesh Wadhwani as Chairman of the Board             Shareholder      N/A (1)           For
12.2     Re-elect Jan Carlzon as Director                              Shareholder      N/A (1)           For
12.3     Re-elect Steven Chang as Director                             Shareholder      N/A (1)           For
12.4     Re-elect William Chisholm as Director                         Shareholder      N/A (1)           For
12.5     Re-elect Tommy H. Karlsson as Director                        Shareholder      N/A (1)           For
12.6     Re-elect Paul Wahl as Director                                Shareholder      N/A (1)           For
12.7     Re-elect Bertrand Sciard as Director                          Shareholder      N/A (1)           For
12.8     Elect Scott Klein as Director                                 Shareholder      N/A (1)           For
13       Establish a nominating committee                              Shareholder      N/A (1)           For



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

Issuer Name:  Intentia International AB
Ticker:   INTB SS
CUSIP:
Meeting Date:      May 12, 2005             Meeting Type:  Annual

                                                                                        Mgmt              Vote
         Proposal                                                      Proposed By      Rec               Cast
                                                                                                 
1        Elect Svante Johansson as Chairman of the meeting             Shareholder      N/A (1)           For
2        Approve the voting list                                       Issuer           N/A (1)           For
3        Approve the agenda                                            Issuer           N/A (1)           For
4        Elect 2 persons to certify the minutes                        Shareholder      N/A (1)           For
5        Establish whether the meeting was duly convened               Issuer           N/A (1)           For
6        Presentation of annual reports, auditor's reports, & CEO
         comments                                                      Issuer           N/A (1)           For
7        Ratify income statements and balance sheets                   Issuer           N/A (1)           For
8        Carry forward accumulated deficit to 2005                     Issuer           N/A (1)           For
9        Exempt Directors & CEO from financial responsibility          Issuer           N/A (1)           For
10       Set number of Board members at 8, with no deputy members      Shareholder      N/A (1)           For
11       Set total Board remuneration at SEK 900,000                   Shareholder      N/A (1)           For
12.1     Re-elect Romesh Wadhwani as Chairman of the Board             Shareholder      N/A (1)           For
12.2     Re-elect Jan Carlzon as Director                              Shareholder      N/A (1)           For
12.3     Re-elect Steven Chang as Director                             Shareholder      N/A (1)           For
12.4     Re-elect William Chisholm as Director                         Shareholder      N/A (1)           For
12.5     Re-elect Tommy H. Karlsson as Director                        Shareholder      N/A (1)           For
12.6     Re-elect Paul Wahl as Director                                Shareholder      N/A (1)           For
12.7     Re-elect Bertrand Sciard as Director                          Shareholder      N/A (1)           For
12.8     Elect Scott Klein as Director                                 Shareholder      N/A (1)           For
13       Establish a nominating committee                              Shareholder      N/A (1)           For

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Notes:

(1)   Management did not make a recommendation regarding whether to vote for or
      against the proposal.

(2)   No vote was taken on this proposal since it was determined prior to the
      meeting that there would not be a sufficient number of "for" votes to pass
      the measure.


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 Expansion Fund, LLC

By: /s/ Hugh Steven Wilson
        ----------------------------------
Name:   Hugh Steven Wilson
Title:  Chief Executive Officer
Date:   August 31, 2005