UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21652
------------------------------------------
Fiduciary/Claymore MLP Opportunity Fund
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
2455 Corporate West Drive, Lisle, IL 60532
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
J. Thomas Futrell
2455 Corporate West Drive, Lisle, IL 60532
--------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (630) 505-3700
--------------
Date of fiscal year end: November 30
--------------------
Date of reporting period: August 31, 2009
-------------------
Form N-Q is to be used by management investment companies, other than small
business investment companies registered on Form N-5 (ss.ss. 239.24 and 274.5 of
this chapter), to file reports with the Commission, not later than 60 days after
the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under
the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use
the information provided on Form N-Q in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-Q,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-Q
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.
ITEM 1. SCHEDULE OF INVESTMENTS.
Attached hereto.
FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 2009 (UNAUDITED)
NUMBER OF SHARES VALUE
-----------------------------------------------------------------------------------------------------------------------------------
MASTER LIMITED PARTNERSHIPS AND MLP AFFILIATES - 145.3%
COAL - 3.6%
156,800 Alliance Resource Partners L.P. $ 5,190,080
217,270 Natural Resource Partners, L.P. 3,802,225
-----------------
8,992,305
-----------------
CONSUMER DISCRETIONARY - 1.0%
162,680 StoneMor Partners, L.P. (a) 2,539,435
-----------------
MIDSTREAM GAS INFRASTRUCTURE - 61.7%
673,082 Boardwalk Pipeline Partners L.P. (a) 15,756,850
801,682 Copano Energy, L.L.C. (a) 12,450,121
190,000 Copano Energy, L.L.C., Unregistered Series D Units
(Acquired 03/14/08, Cost $4,987,500) (b) (c) (d) 2,800,082
627,095 DCP Midstream Partners, L.P. (a) 14,040,657
545,054 El Paso Pipeline Partners, L.P. (a) 10,584,949
558,050 Energy Transfer Equity L.P. (a) 15,005,964
329,237 Energy Transfer Partners, L.P. (a) 13,347,268
1,087,177 Enterprise Products Partners, L.P. (a) 29,353,779
117,585 Exterran Partners L.P. 1,836,678
248,301 Hiland Partners, L.P. (a) 1,874,673
377,035 ONEOK Partners L.P. 18,874,372
136,960 Spectra Energy Partners, L.P. 3,173,363
285,550 TC Pipelines L.P. 10,422,575
313,855 Western Gas Partners, L.P. (a) 5,288,457
-----------------
154,809,788
-----------------
MIDSTREAM OIL INFRASTRUCTURE - 61.0%
543,902 Enbridge Energy Partners, L.P. (a) 23,306,201
278,685 Genesis Energy, L.P. (a) 4,344,699
235,825 Holly Energy Partners, L.P. (a) 8,638,270
631,314 Kinder Morgan Management, L.L.C. (a) (d) (f) 29,880,092
769,695 Magellan Midstream Holdings L.P. (a) 16,756,260
117,794 Magellan Midstream Partners, L.P. (a) 4,268,855
248,105 NuStar Energy L.P. (a) 13,286,023
607,851 Plains All American Pipeline, L.P. (a) 28,836,451
130,385 Sunoco Logistics Partners L.P. (a) 7,403,260
497,520 TEPPCO Partners, L.P. (a) 16,418,160
-----------------
153,138,271
-----------------
OIL AND GAS PRODUCTION - 4.4%
389,212 EV Energy Partner, L.P. (a) 8,477,037
133,346 Pioneer Southwest Energy Partners, L.P. (a) 2,548,242
-----------------
11,025,279
-----------------
PROPANE - 13.6%
127,055 Global Partners, L.P. (a) 2,802,833
517,600 Inergy Holdings, L.P. (a) 22,810,632
308,711 Inergy, L.P. (a) 8,606,863
-----------------
34,220,328
-----------------
TOTAL MASTER LIMITED PARTNERSHIPS AND MLP AFFILIATES
(Cost $274,777,913) 364,725,406
-----------------
COMMON STOCKS - 0.2%
OIL AND GAS PRODUCTION - 0.2%
363,512 Abraxas Petroleum Corp. (a) (d)
(Cost $1,392,251) 407,133
-----------------
OTHER EQUITY SECURITIES - 1.3%
COAL - 0.0%
1,145,621 Clearwater Natural Resources, L.P.
(Acquired 08/01/05 and 10/02/06, Cost $22,912,423) (b) (c) (d) (e) -
123 Clearwater GP Holding Co.
(Acquired 02/29/08, Cost $195,256) (b) (c) (d) (e) -
-----------------
-
-----------------
OIL AND GAS PRODUCTION - 1.3%
534,299 Abraxas Energy Partners, L.P. (Acquired 05/25/07, 02/20/09 and 05/28/09,
Cost $7,406,661) (b) (c) (d) 3,205,794
-----------------
TOTAL OTHER EQUITY SECURITIES
(Cost $30,514,340) 3,205,794
-----------------
INCENTIVE DISTRIBUTION RIGHTS - 0.0%
43 Clearwater Natural Resources, L.P. (Acquired 08/01/05, Cost $0) (b) (c) (d) (e) -
-----------------
WARRANTS - 0.0%
114,230 Abraxas Petroleum Corp. (Acquired 05/25/07, Cost $0) (b) (c) (d) 16,121
9,499 Clearwater Natural Resources, L.P. (Acquired 01/13/09, Cost $0) (b) (c) (d) (e) -
-----------------
16,121
-----------------
PRINCIPAL AMOUNT
TERM LOANS - 0.2%
$ 1,237,397 Clearwater Subordinate Note, 13.75%, 12/03/09, NR (Acquired 07/08/08,
08/06/08, 09/29/08 and 01/09/09, Cost $1,237,397) (b) (c) (d) (e) (f) (g) 433,089
-----------------
NUMBER OF SHARES SHORT TERM INVESTMENTS - 1.4%
MONEY MARKET FUND - 1.4%
3,687,813 Dreyfus Treasury & Agency Cash Management - Investor Shares
(Cost $3,687,813) 3,687,813
-----------------
TOTAL INVESTMENTS - 148.4%
(Cost $311,609,714) 372,475,356
Borrowings Outstanding - (43.9% of Net Assets or 29.6% of Total Investments) (110,262,708)
Liabilities in excess of Other Assets - (4.5%) (11,261,144)
-----------------
NET ASSETS - 100.0% $ 250,951,504
=================
L.L.C. Limited Liability Company
L.P. Limited Partnership
MLP Master Limited Partnership
NR Ratings shown are per Standard & Poor's. Securities classified as NR are
not rated by Standard & Poor's.
(a) All or a portion of these securities have been physically segregated in
connection with swap agreements or as collateral for borrowings
outstanding.
(b) Security is restricted and may be resold only in transactions exempt from
registration, normally to qualified institutional buyers. At August 31,
2009, restricted securities aggregate market value amounted to $6,455,086
or 2.6% of net assets.
(c) Security is valued in accordance with Fair Valuation procedures
established in good faith by the Board of Trustees. The total market
value of such securities is $6,455,086 which represents 2.6% of net
assets.
(d) Non-income producing security.
(e) Company has filed for protection in federal bankruptcy court.
(f) While non-income producing, security makes regular in-kind distributions.
(g) Floating rate security. The rate shown is as of August 31, 2009.
Country Allocation*
--------------------------------------------------------------------------------
United States 100.0%
* Subject to change daily. Based on total investments.
On July 17, 2009, Claymore Group Inc., the parent of Claymore Advisors, LLC (the
"Adviser"), entered into an Agreement and Plan of Merger between and among
Claymore Group Inc., Claymore Holdings, LLC and GuggClayAcquisition, Inc., (with
the latter two entities being wholly-owned, indirect subsidiaries of Guggenheim
Partners, LLC ("Guggenheim")) whereby GuggClay Acquisition, Inc. will merge into
Claymore Group Inc. which will be the surviving entity. This transaction was
completed on October 14, 2009 (the "Effective Date") and resulted in a
change-of-control whereby Claymore Group Inc. and its subsidiaries, including
the Adviser, became indirect, wholly-owned subsidiaries of Guggenheim. The
transaction is not expected to affect the daily operations of the Fund or the
investment management activities of the Adviser.
Under the Investment Company Act of 1940, the consummation of this transaction
resulted in the automatic termination of the Advisory Agreement. Accordingly, on
September 28, 2009, the Board of Trustees approved an interim investment
advisory agreement between the Fiduciary/Claymore MLP Opportunity Fund (the
"Fund") and the Adviser (the "Interim Advisory Agreement"). The Interim Advisory
Agreement takes effect as of the Effective Date and will terminate upon the
earlier of: (a) 150 calendar days after the Effective Date or (b) the approval
of a new investment advisory agreement by the shareholders of the Fund. In
addition, the advisory fees earned by the Adviser pursuant to the Interim
Advisory Agreement will be held in an interest-bearing escrow account with the
Fund's custodian during the term of the Interim Advisory Agreement. If the
Fund's shareholders approve a new advisory agreement with the Adviser prior to
the expiration of the term of the Interim Advisory Agreement, the amount in the
escrow account (including any interest earned) with respect to the Fund shall be
paid to the Adviser. If the Fund's shareholders do not approve a new advisory
agreement with the Adviser prior to the expiration of the term of the Interim
Advisory Agreement, the Adviser shall be paid, out of the escrow account with
respect to the Fund, the lesser of (i) the Adviser's costs incurred in providing
the services under the Interim Advisory Agreement (including any interest earned
on that amount while in escrow) with respect to the Fund; or (ii) the total
amount in the escrow account (including any interest earned) with respect to the
Fund. Other than the effective dates and the provisions set forth above
regarding the advisory fees' placement into an escrow account, the terms and
conditions of the Interim Advisory Agreement are substantively identical to
those of the Advisory Agreement.
See previously submitted Notes to Financial Statements for the period ended May
31, 2009.
INTEREST RATE SWAP AGREEMENTS
UNREALIZED
TERMINATION NOTIONAL APPRECIATION/
COUNTERPARTY DATE AMOUNT (000) FIXED RATE FLOATING RATE (DEPRECIATION)
------------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch 1/30/2011 $ 30,000 3.05% 1 - Month LIBOR $ (1,008,489)
Merrill Lynch 1/30/2013 $ 30,000 3.49% 1 - Month LIBOR (1,480,813)
Morgan Stanley 2/7/2011 $ 30,000 2.92% 1 - Month LIBOR (933,190)
Morgan Stanley 3/19/2013 $ 30,000 3.13% 1 - Month LIBOR (1,428,838)
--------------------
$ (4,851,330)
====================
For each swap noted, the Fund is obligated to pay the fixed rate and entitled to
receive the floating rate.
RESTRICTED SECURITIES
PRICE AT
DATE OF SHARES FAIR MARKET ACQUISITION DATE 8/31/2009
Security ACQUISITION /PAR CURRENT COST VALUE (UNRESTRICTED)*** PRICE
------------------------------------------------------------------------------------------------------------------------------------
Abraxas Energy Partners, L.P. 5/25/2007 525,211 $ 7,406,661 $ 3,151,266 $ 16.66 $ 6.00
Abraxas Energy Partners, L.P. 2/20/2009 4,540 $ - $ 27,240 $ 9.50 $ 6.00
Abraxas Energy Partners, L.P. 6/3/2009 4,548 $ - $ 27,288 $ 6.80 $ 6.00
Abraxas Petroleum Corp.* 5/25/2007 114,230 $ - $ 16,121 $ - $ 0.14113
Clearwater GP Holding Co. 2/29/2008 123 $ 195,256 $ - $ 1,252.03 $ -
Clearwater Natural Resources, L.P.* 1/13/2009 9,499 $ - $ - $ - $ -
Clearwater Natural Resources, L.P.** 8/1/2005 43 $ - $ - $ - $ -
Clearwater Natural Resources, L.P. 8/1/2005 892,857 $17,857,143 $ - $ - $ -
Clearwater Natural Resources, L.P. 10/2/2006 252,764 $ 5,055,280 $ - $ - $ -
Clearwater Subordinate Note 7/8/2008 $ 212,000 $ 212,000 $ 74,200 $ 100.00 $ 35.00
Clearwater Subordinate Note 8/6/2008 $ 212,000 $ 212,000 $ 74,200 $ 100.00 $ 35.00
Clearwater Subordinate Note 9/29/2008 $ 759,880 $ 759,880 $ 265,958 $ 100.00 $ 35.00
Clearwater Subordinate Note 1/9/2009 $ 53,517 $ 53,517 $ 18,731 $ 100.00 $ 35.00
Copano Energy, L.L.C., Unregistered
Series D Units 3/14/2008 190,000 $ 4,987,500 $ 2,800,082 $ 34.05 $ 14.74
-----------------------------
Total $36,739,237 $ 6,455,086
-----------------------------
* Warrants
** Incentive Distribution Rights
*** Valuation of unrestricted security on the acquisition date of the
restricted shares.
In September, 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Valuation
Measurements" ("FAS 157"). This standard clarifies the definition of fair value
for financial reporting, establishes a framework for measuring fair value and
requires additional disclosures about the use of fair value measurements. FAS
157 establishes three different categories for valuations. Level 1 valuations
are those based upon quoted prices in active markets. Level 2 valuations are
those based upon quoted prices in inactive markets or based upon significant
observable inputs (e.g. yield curves; benchmark interest rates; indices). Level
3 valuations are those based upon unobservable inputs (e.g. discounted cash flow
analysis; non-market based methods used to determine fair valuation). In April
2009, the FASB issued FSP FAS 157-4, "Determining Fair Value When Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly" (FSP 157-4). FSP 157-4 provides
guidance on how to determine the fair value of assets and liabilities when the
volume and level of activity for the asset/liability has significantly
decreased. The Fund adopted FAS 157-4 effective on August 31, 2009. The
following table represents the Fund's investments carried on the Statement of
Assets and Liabilities by caption and by level within the fair value hierarchy
as of August 31, 2009.
-------------------------------------- ---------------------- ----------------- -------------------- -----------------------
Description Level 1 Level 2 Level 3 Total
-------------------------------------- ---------------------- ----------------- -------------------- -----------------------
(value in $000s)
Assets:
Master Limited Partnerships
Coal $ 8,992 $ - $ - $ 8,992
Consumer Discretionary 2,540 - - 2,540
Midstream Gas infrastructure 152,010 2,800 - 154,810
Midstream Oil infrastructure 153,138 - - 153,138
Oil and Gas Production 11,025 - - 11,025
Propane 34,220 - - 34,220
Common Stocks
Oil and Gas Production 407 - - 407
Other Equity Securities
Coal - - - -
Oil and Gas Production - - 3,206 3,206
Rights and Warrants - - 16 16
Term Loans - - 433 433
Money Market Fund 3,688 - - 3,688
Derivatives - - - -
---------------------- ----------------- -------------------- -----------------------
Total $ 366,020 $ 2,800 $ 3,655 $ 372,475
====================== ================= ==================== =======================
Liabilities:
Derivatives $ - 4,851 $ - $ 4,851
---------------------- ----------------- -------------------- -----------------------
Total $ - $ 4,851 $ - $ 4,851
====================== ================= ==================== =======================
For fair valuations using unobservable inputs, FAS 157 requires a reconciliation
of the beginning to ending balances for reported market values that presents
changes attributable to total realized and unrealized gains or losses, purchases
and sales, and transfers in/out of the Level 3 category during the period. The
following table presents the reconciliation of the Fund's investments measured
at fair value using significant unobservable inputs (Level 3 valuations) for the
period ended August 31, 2009.
-------------------------------------------- ---------------------- ----------------- --------------------
LEVEL 3 HOLDINGS Securities Derivatives Total
-------------------------------------------- ---------------------- ----------------- --------------------
Beginning Balance at 11/30/08 $ 21,577 $ - $ 21,577
Total Realized Gain/Loss - - -
Change in Unrealized Gain/Loss (18,049) - (18,049)
Net Purchases and Sales 127 - 127
Net Transfers In/Out - - -
---------------------- ----------------- --------------------
Ending Balance at 8/31/09 $ 3,655 $ - $ 3,655
====================== ================= ====================
ITEM 2. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal financial
officer have evaluated the registrant's disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company
Act of 1940, as amended) as of a date within 90 days of the filing date
of this report and have concluded, based on such evaluation, that the
registrant's disclosure controls and procedures were effective, as of
that date, in ensuring that information required to be disclosed by the
registrant in this Form N-Q was recorded, processed, summarized and
reported within the time periods specified in the Securities and
Exchange Commission's rules and forms.
(b) There was no change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act
of 1940, as amended) that occurred during the registrant's last fiscal
quarter that materially affected or is reasonably likely to materially
affect the registrant's internal control over financial reporting.
ITEM 3. EXHIBITS.
A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule 30a-2(a) under
the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), is
attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
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) Fiduciary/Claymore MLP Opportunity Fund
---------------------------------------
By: /s/ J. Thomas Futrell
-----------------------------------------------------------------------
Name: J. Thomas Futrell
Title: Chief Executive Officer
Date: October 26, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
By: /s/ J. Thomas Futrell
-----------------------------------------------------------------------
Name: J. Thomas Futrell
Title: Chief Executive Officer
Date: October 26, 2009
By: /s/ Steven M. Hill
-----------------------------------------------------------------------
Name: Steven M. Hill
Title: Chief Financial Officer, Chief Accounting Officer and Treasurer
Date: October 26, 2009