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, 2005 - JUNE 30, 2006
ITEM 1. PROXY VOTING RECORD.
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Issuer Name: Bally Total Fitness Holding Corporation
Ticker: BFT
CUSIP: 05873K108
Meeting Date: January 26, 2006 Meeting Type: Annual
Mgmt Vote
Proposal Proposed By Rec Cast
1 Elect the following nominees to the Board of Directors:
Charles J. Burdick Issuer and For For
Shareholder
Barry R. Elson Issuer and For For
Shareholder
Don R. Kornstein Shareholder Against For
2 Liberation's proposal to give stockholders the authority to
Remove the Chief Executive Officer and President of Bally Shareholder Against For
3 Liberation's proposal to increase stockholder authority
in determining the tenure of Bally's officers Shareholder Against For
4 Liberation's proposal to protect stockholder authority to
remove Bally's officers Shareholder Against For
5 Liberation's proposal to remove Paul A. Toback as
Chief Executive Officer and President of Bally Shareholder Against For
6 Pardus' proposal to repeal any amendments to bylaws made
by Bally's BOD from May 26, 2005 through annual meeting Shareholder Against For
7 Bally's proposal to approve the 2006 Omnibus Equity
Compensation Plan Issuer For Against
8 Bally's proposal to ratify the appointment of KPMG LLP
as independent auditor for the year ending Dec. 31, 2005 Issuer For For
9 In the discretion of the proxies with respect to any other
matters as may properly come before the annual meeting Shareholder For Abstain
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Issuer Name: Jo-Ann Stores, Inc.
Ticker: JAS
CUSIP: 47758P307
Meeting Date: June 14, 2006 Meeting Type: Annual
Mgmt Vote
Proposal Proposed By Rec Cast
1 Elect the following three directors for three year term:
Scott Cowen Issuer For For
Alan Rosskamm Issuer For For
Gregg Searle Issuer For For
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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
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Name: Hugh Steven Wilson
Title: Chief Executive Officer
Date: August 30, 2006