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
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Fiduciary/Claymore MLP Opportunity Fund
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(Exact name of registrant as specified in charter)
2455 Corporate West Drive, Lisle, IL 60532
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(Address of principal executive offices) (Zip code)
J. Thomas Futrell
2455 Corporate West Drive, Lisle, IL 60532
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(Name and address of agent for service)
Registrant's telephone number, including area code: (630) 505-3700
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Date of fiscal year end: November 30
Date of reporting period: August 31, 2008
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, 2008 (UNAUDITED)
NUMBER OF SHARES VALUE
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MASTER LIMITED PARTNERSHIPS AND MLP AFFILIATES - 158.9%
COAL - 11.4%
848,700 Alliance Holdings GP, L.P. $ 23,848,470
1,145,621 Clearwater Natural Resources, L.P.
(Acquired 08/01/05 and 10/02/06, Cost $22,912,423) (a)(b)(c) 11,456,210
123 Clearwater GP Holding Co.
(Acquired 02/29/08, Cost $187,828) (a)(b)(c) 154,000
170,600 Natural Resource Partners, L.P. 5,918,114
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41,376,794
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CONSUMER DISCRETIONARY - 0.9%
183,105 StoneMor Partners, L.P. 3,187,858
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MARINE TRANSPORTATION - 0.3%
36,000 Teekay LNG Partners, L.P. (Marshall Islands) 819,000
15,603 Teekay Offshore Partners, L.P. (Marshall Islands) 251,208
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1,070,208
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MIDSTREAM GAS INFRASTRUCTURE - 65.7%
98,900 Atlas Pipeline Partners, L.P. 3,375,457
1,692,804 Copano Energy, L.L.C. 53,543,391
190,000 Copano Energy, L.L.C., Unregistered Series D Units
(Acquired 03/14/08, Cost $4,987,500) (a)(b)(c) 5,032,801
656,637 Crosstex Energy, L.P. 16,724,544
387,534 Crosstex Energy, L.P., Senior Subordinated Series D Units
(Acquired 03/23/07, Cost $10,050,005) (a)(b)(c) 9,285,840
635,480 DCP Midstream Partners, L.P. 15,569,260
515,300 El Paso Pipeline Partners, L.P. 9,517,591
1,460,580 Energy Transfer Partners, L.P. 64,995,810
544,280 Enterprise Products Partners, L.P. 16,029,046
255,700 Hiland Partners, L.P. 11,762,200
226,194 Markwest Energy Partners, L.P. 7,790,121
206,918 Targa Resources Partners, L.P. 4,945,340
200,000 Western Gas Partners, L.P. 3,054,000
426,400 Williams Partners, L.P. 12,936,976
175,000 Williams Pipeline Partners, L.P. 3,008,250
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237,570,627
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MIDSTREAM OIL INFRASTRUCTURE - 61.5%
683,245 Enbridge Energy Partners, L.P. 33,164,712
463,730 Genesis Energy, L.P. 8,439,886
250,000 Global Partners, L.P. 3,107,500
400,200 Holly Energy Partners, L.P. 13,490,742
467,450 Kinder Morgan Energy Partners, L.P. 26,850,328
485,546 Kinder Morgan Management, L.L.C. (d) 26,947,803
1,306,086 Magellan Midstream Partners, L.P. 48,560,278
266,600 NuStar GP Holdings, L.L.C. 5,633,258
1,176,651 Plains All American Pipeline, L.P. 56,067,420
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222,261,927
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OIL AND GAS PRODUCTION - 11.9%
571,150 Abraxas Petroleum Corp. (c) 2,061,852
525,211 Abraxas Energy Partners, L.P.
(Acquired 05/25/07, Cost $7,836,411) (a)(b) 8,750,015
778,888 BreitBurn Energy Partners, L.P. 12,929,541
302,595 EV Energy Partner, L.P. 7,897,730
498,465 Linn Energy, L.L.C. 10,781,798
30,000 Pioneer Southwest Energy Partners, L.P. 560,700
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42,981,636
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PROPANE - 7.2%
522,900 Inergy Holdings, L.P. 17,046,540
338,900 Inergy, L.P. 8,933,404
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25,979,944
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TOTAL MASTER LIMITED PARTNERSHIPS AND MLP AFFILIATES
(Cost $424,717,093) 574,428,994
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INCENTIVE DISTRIBUTION RIGHTS - 0.0%
43 Clearwater Natural Resources, L.P.
(Acquired 08/01/05, Cost $0) (a)(b)(c) -
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WARRANTS - 0.1%
114,230 Abraxas Petroleum Corp.
(Acquired 5/25/07, Cost $0) (a)(b)(c) 211,628
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PRINCIPAL AMOUNT
TERM LOANS - 0.1%
$ 424,000 Clearwater Subordinate Note 12.66%, 12/03/09, NR
(Acquired 07/08/08 and 08/06/08, Cost $424,000) (a)(b)(c)(e) 424,000
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NUMBER OF SHARES SHORT TERM INVESTMENTS - 5.9%
MONEY MARKET FUND - 5.9%
21,235,698 Dreyfus Treasury & Agency Cash Management - Investor Shares
(Cost $21,235,698) 21,235,698
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TOTAL INVESTMENTS - 165.0%
(Cost $446,376,791) 596,300,320
Borrowings Outstanding - (46.6% of Net Assets or 28.3%
of Total Investments) (f) (168,500,000)
Liabilities in Excess of Other Assets - (18.4%) (66,408,049)
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NET ASSETS - 100.0% $ 361,392,271
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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) Security is restricted and may be resold only in transactions exempt
from registration, normally to qualified institutional buyers. At
August 31, 2008, restricted securities aggregate market value amounted
to $35,314,494 or 9.8% of net assets.
(b) 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 $35,314,494 which represents 9.8% of net
assets.
(c) Non-income producing security.
(d) While non-income producing, security makes regular in-kind
distributions.
(e) Floating rate security. The rate shown is as of August 31, 2008.
(f) Effective September 30, 2008, the Fund's $175,000,000 commercial paper
conduit funding agreement was terminated. The commercial paper conduit
funding agreement was replaced with a $155,000,000 credit facility.
See previously submitted Notes to Financial Statements for the period
ended May 31, 2008.
Country Allocation*
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United States 99.8%
Marshall Islands 0.2%
* Subject to change daily. Based on total investments.
INTEREST RATE SWAP AGREEMENTS
UNREALIZED
TERMINATION NOTIONAL APPRECIATION/
COUNTERPARTY DATE AMOUNT (000) FIXED RATE FLOATING RATE (DEPRECIATION)
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Merrill Lynch 1/30/2011 $ 30,000 3.05% 1 - Month LIBOR $ 113,613
Merrill Lynch 1/30/2013 $ 30,000 3.49% 1 - Month LIBOR 317,506
Morgan Stanley 2/7/2011 $ 30,000 2.92% 1 - Month LIBOR 269,293
Morgan Stanley 3/19/2013 $ 30,000 3.13% 1 - Month LIBOR 474,813
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$ 1,175,225
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For each swap noted, the Fund is obligated to pay the fixed rate and entitled to
receive the floating rate.
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RESTRICTED SECURITIES
VALUE PER SHARE AT
DATE OF FAIR MARKET ACQUISITION DATE 8/31/2008
Security ACQUISITION SHARES CURRENT COST VALUE (UNRESTRICTED)*** PRICE
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Abraxas Energy Partners, L.P. 5/25/07 525,211 $ 7,836,411 $ 8,750,015 $ 16.66 $ 16.66
Abraxas Petroleum Corp.* 5/25/07 114,230 $ - $ 211,628 - $ 1.85
Clearwater GP Holding Co. 2/29/08 123 $ 187,828 $ 154,000 $ 1,252.03 $ 1,252.03
Clearwater Natural Resources, L.P.** 8/01/05 43 $ - $ - - -
Clearwater Natural Resources, L.P. 8/01/05 892,857 $ 17,857,143 $ 8,928,570 - $ 10.00
Clearwater Natural Resources, L.P. 10/02/06 252,764 $ 5,055,280 $ 2,527,640 - $ 10.00
Clearwater Subordinate Note 7/08/08 212,000 $ 212,000 $ 212,000 100.00 $ 100.00
Clearwater Subordinate Note 8/06/08 212,000 $ 212,000 $ 212,000 100.00 $ 100.00
Copano Energy, L.L.C., Unregistered
Series D Units 3/14/08 190,000 $ 4,987,500 $ 5,032,801 $ 34.05 $ 26.49
Crosstex Energy, L.P., Senior
Subordinated Series D Units 3/23/07 387,534 $ 10,050,005 $ 9,285,840 $ 34.65 $ 23.96
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Total $ 46,398,167 $ 35,314,494
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* Warrants
** Incentive Distribution Rights
*** Valuation of unrestricted common stock on the acquisition
date of the restricted shares
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In September, 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards 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 (i.e. yield curves; benchmark interest rates; indices). Level
3 valuations are those based upon unobservable inputs (i.e. discounted cash flow
analysis; non-market based methods used to determine fair valuation). Details of
the valuations as of August 31, 2008 were as follows:
DESCRIPTION SECURITIES DERIVATIVES TOTAL
(value in $000s) ----------- ----------- ------------
ASSETS
Level 1 $ 560,986 $ - $ 560,986
Level 2 14,318 1,175 15,493
Level 3 20,996 - 20,996
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Total $ 596,300 $ 1,175 $ 597,475
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LIABILITIES
Level 1 $ - $ - $ -
Level 2 - - -
Level 3 - - -
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Total $ - $ - $ -
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LEVEL 3 HOLDINGS SECURITIES DERIVATIVES TOTAL
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Beginning Balance at 11/30/07 $ 20,418 $ - $ 20,418
Total Realized Gain/Loss - - -
Change in Unrealized Gain/Loss - - -
Net Purchases and Sales 578 - 578
Net Transfers In/Out - - -
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Ending Balance at 8/31/08 $ 20,996 $ - $ 20,996
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Subsequent to August 31, 2008, the major U.S. and global equity market
benchmarks posted sharp declines. From August 31, 2008 through October 15, 2008,
the Dow Jones Industrial Average lost 29.0%, the S&P 500 Index declined by 25.5%
and the Nasdaq Composite shed 31.2%. Globally, the MSCI World Index declined
23.8% and the MSCI EAFE lost 24.2%.
As illustrated by the benchmark returns, the impact was not limited to a
specific sector. The Chicago Board of Options Exchange Volatility Index, which
is generally used as a gauge of fear and uncertainty in the market place,
reached levels never seen before. The markets appeared to have lost confidence
in the financial system after a significant series of events which included: the
government rescue of mortgage entities Fannie Mae and Freddie Mac, the failure
of investment bank Lehman Brothers, the merger of Merrill Lynch with Bank of
America, the government bailout of American International Group, and the passage
of a $700 billion financial rescue package designed to help rid financial
institutions of "toxic" debt carried on their books. The combination of these
events, and others, resulted in significant declines in market valuations of the
impacted securities, the financials sector in general and the broad market as a
whole.
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 has 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
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Name: J. Thomas Futrell
Title: Chief Executive Officer
Date: October 28, 2008
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
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Name: J. Thomas Futrell
Title: Chief Executive Officer
Date: October 28, 2008
By: /s/ Steven M. Hill
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Name: Steven M. Hill
Title: Chief Financial Officer, Chief Accounting Officer and Treasurer
Date: October 28, 2008