0000891804-12-000580.txt : 20120425 0000891804-12-000580.hdr.sgml : 20120425 20120425101729 ACCESSION NUMBER: 0000891804-12-000580 CONFORMED SUBMISSION TYPE: N-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120229 FILED AS OF DATE: 20120425 DATE AS OF CHANGE: 20120425 EFFECTIVENESS DATE: 20120425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND CENTRAL INDEX KEY: 0001305197 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-Q SEC ACT: 1940 Act SEC FILE NUMBER: 811-21652 FILM NUMBER: 12778297 BUSINESS ADDRESS: STREET 1: 2455 CORPORATE WEST DRIVE CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 630-505-3700 MAIL ADDRESS: STREET 1: 2455 CORPORATE WEST DRIVE CITY: LISLE STATE: IL ZIP: 60532 FORMER COMPANY: FORMER CONFORMED NAME: Fiduciary/Claymore MLP Opportunity Fund DATE OF NAME CHANGE: 20041005 N-Q 1 gug53871-nq.htm

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)

Kevin M. Robinson

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: December 1, 2011 - February 29, 2012

Item 1. Schedule of Investments.

Attached hereto.

FMO Fiduciary/Claymore MLP Opportunity Fund
Portfolio of Investments
February 29, 2012 (unaudited)

	Principal
	Amount	Description	Value
		Long-Term Investments - 162.2%
		Term Loans - 0.0%*
	$708,500	Clearwater Subordinated Note NR(a) (d) (e) (f)	$233,805
		(Cost $708,500)

	Number
	of Shares	Description	Value
		Master Limited Partnerships - 162.2%
		Coal - 4.1%
	100,000	Alliance Holdings GP, LP	$5,031,000
	131,800	Alliance Resource Partners, LP	9,459,286
	217,270	Natural Resource Partners, LP	5,303,561
	365,000	Oxford Resource Partners, LP(c)	3,332,450
			23,126,297

		Diversified Gas Infrastructures - 83.5%
	205,100	American Midstream Partners, LP	4,491,690
	716,587	Copano Energy, LLC(c)	26,642,705
	280,000	Crestwood Midstream Partners, LP	8,075,200
	741,668	Crestwood Midstream Partners, LP, Class C(a)(b)(d)(e)	20,501,938
	868,195	DCP Midstream Partners, LP(c)	42,281,097
	563,529	El Paso Pipeline Partners, LP(c)	20,664,608
	1,816,700	Energy Transfer Equity, LP(c)	79,008,283
	329,237	Energy Transfer Partners, LP(c)	15,605,834
	1,217,925	Enterprise Products Partners, LP(c)	63,185,949
	351,735	Exterran Partners, LP(c)	8,318,533
	381,225	MarkWest Energy Partners, LP(c)	22,801,067
	308,425	ONEOK Partners, LP(c)	17,950,335
	1,251,233	Regency Energy Partners, LP(c)	33,157,674
	508,415	Targa Resources Partners, LP(c)	21,633,058
	599,625	TC PipeLines, LP(c)	27,846,585
	490,300	Western Gas Partners, LP(c)	22,450,837
	519,000	Williams Partners, LP(c)	32,286,990
			466,902,383

		Marine Transportation - 4.8%
	907,909	Teekay Offshore Partners, LP (Marshall Islands)(c)	26,683,446

		Midstream Oil Infrastructure - 55.6%
	568,141	Buckeye Partners, LP, Class B(a) (b) (d) (e)	31,364,451
	238,095	Enbridge Energy Management, LLC(a) (b)	8,040,468
	1,211,954	Enbridge Energy Partners, LP(c)	39,449,103
	923,305	Genesis Energy, LP(c)	28,539,357
	169,725	Holly Energy Partners, LP(c)	10,392,262
	693,790	Inergy Midstream, LP	14,701,410
	754,396	Kinder Morgan Management, LLC(a) (b) (c)	60,479,927
	498,776	Magellan Midstream Partners, LP(c)	36,495,440
	250,000	NuStar GP Holdings, LLC(c)	8,697,500
	789,026	Plains All American Pipeline, LP(c)	65,252,450
	219,675	TransMontaigne Partners, LP	7,629,313
			311,041,681

		Oil and Gas Production - 6.5%
	323,462	EV Energy Partners, LP(c)	23,011,087
	100,160	LRR Energy, LP	2,022,230
	412,346	Pioneer Southwest Energy Partners, LP(c)	11,224,058
			36,257,375

		Propane - 7.7%
	1,547,361	Inergy, LP(c)	27,016,923
	174,050	NGL Energy Partners, LP	3,717,708
	280,300	Suburban Propane Partners, LP(c)	12,375,245
			43,109,876

		Total Master Limited Partnerships - 162.2%
		(Cost $478,390,362)	907,121,058

		Total Long-Term Investments - 162.2%
		(Cost $479,098,862)	907,354,863

		Short-Term Investments - 3.0%
	Number
	of Shares	Description	Value
		Money Market - 3.0%
	16,651,831	Dreyfus Treasury & Agency Cash Management - Investor Shares	16,651,831
		(Cost $16,651,831)

		Total Investments - 165.2%
		(Cost $495,750,693)	924,006,694
		Liabilities in excess of Other Assets - (31.2%)	(174,845,012)
		Borrowings - (34.0% of Net Assets or 20.6% of Total Investments)	(190,000,000)
		Net Assets - 100.0%	$559,161,682

LLC - Limited Liability Company

LP - Limited Partnership

Represents less than 0.1% of net assets.

(a)

Non-income producing security.

(b)

While non-income producing, security makes regular in-kind distributions.

(c)

All or a portion of these securities have been physically segregated in connection with swap agreements or as collateral for borrowings outstanding. As of February 29, 2012, the total amount segregated was $554,952,477.

(d)

Security is restricted and may be resold only in transactions exempt from registration, normally to qualified institutional buyers. At February 29, 2012, restricted securities aggregate market value amounted to $52,100,194 or 9.3% of net assets.

(e)

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 $52,100,194 which represents 9.3% of net assets.

(f)

Company has filed for protection in federal bankruptcy court.

See previously submitted notes to financial statements for the period ended November 30, 2011.

		% of Long-Term
Sector		Investments
Diversified Gas Infrastructures		51.5%
Midstream Oil Infrastructure		34.3%
Propane		4.7%
Oil and Gas Production		4.0%
Marine Transportation		2.9%
Coal		2.6%

At February 29, 2012, the cost and related gross unrealized appreciation and depreciation on investments for

tax purposes are as follows:

Cost of Investments for Tax Purposes		Gross Tax Unrealized Appreciation				Gross Tax Unrealized Depreciation				Net Tax Unrealized Appreciation on Investments
$469,405,360		$	467,542,796			$	(12,941,462	)		$	454,601,334

Fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. There are 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).

The Fund values Level 1 securities using readily available market quotations in active markets. The Fund values Level 2 equity securities using various observable market inputs in accordance with procedures established in good faith by management and approved by the Board of Trustees. The Fund values Level 2 derivatives using independent pricing providers who employ matrix pricing models utilizing market prices, broker quotes and interest rate fluctuations.

The fair value estimate for the Level 3 security is determined in good faith by the Pricing Committee pursuant to the Valuation Procedures established in good faith by management and approved by the Board of Trustees. There were various factors considered in reaching fair value determination including, but not limited to, the following: type of security, analysis of the company's performance, and the present value of the the potential future earnings of the investment.

The following table represents the Fund's investments carried by caption and by level within the fair value hierarchy as of February 29, 2012.

Description	Level 1		Level 2		Level 3		Total
(value in $000s)
Assets:
Master Limited Partnerships:
Coal		23,126		-		-		23,126
Diversified Gas Infrastructures		446,400		20,502		-		466,902
Marine Transportation		26,684		-		-		26,684
Midstream Oil Infrastructure		279,678		31,364		-		311,042
Oil and Gas production		36,257		-		-		36,257
Propane		43,110		-		-		43,110
Term Loans		-		-		234		234
Money Market Fund		16,652		-		-		16,652
Total	$	871,907	$	51,866	$	234	$	924,007

Liabilities:
Derivatives	$	-		1,778	$	-	$	1,778
Total	$	-	$	1,778	$	-	$	1,778

The transfers in and out of the valuation levels for the Fund as of February 29, 2012 when compared to the valuation levels at the end of previous fiscal year are detailed below.

$(000s)

Transfer from Level 2 to Level 1

$10,555

The transfer from Level 2 to Level 1 was the result of the security becoming registered and therefore trading on an exchange.

The following table presents the activity of the Fund's investments measured at fair value using significant unobservable inputs (Level 3 valuations) for the period ended February 29, 2012.

Level 3 Holdings
Beginning Balance at 11/30/11
Term Loans	$	234
Total Realized Gain/Loss
Term Loans		-
Change in Unrealized Gain/Loss
Term Loans		-
Net Purchases		-
Sales
Term Loans		-
Transfers In		-
Transfers Out		-
Ending Balance 2/29/12
Term Loans		234
Total Level 3 holdings	$	234

Interest Rate Swap Agreements


			Notional						Unrealized
	Termination		Amount		Fixed		Floating		Appreciation/
Counterparty	Date		($000)		Rate		Rate		(Depreciation)
Merrill Lynch		1/30/2013	$	30,000		3.49%		1 - Month LIBOR		(883,285	)
Morgan Stanley		3/19/2013	$	30,000		3.13%		1 - Month LIBOR		(895,026	)
									$	(1,778,311	)

For each swap noted, the Fund is obligated to pay the fixed rate and entitled to receive the floating rate.

Restricted Securities

					Price at
				Fair	Acquisition
	Date of	Shares/	Current	Market	Date	2/29/2012
Security	Acquisition	Par	Cost	Value	(unrestricted)*	Price

Buckeye Partners, L.P., Class B	1/18/2011	480,389	$25,000,243	$26,520,071	$ 68.35	$55.2054
Buckeye Partners, L.P., Class B	6/10/2011	87,752	$ 4,566,755	$ 4,844,380	$ 62.28	$55.2054
Clearwater Subordinate Note	9/29/2008	$654,983	$ 654,983	$ 216,144	$100.00	$ 33.00
Clearwater Subordinate Note	1/9/2009	$ 53,517	$ 53,517	$ 17,661	$100.00	$ 33.00
Crestwood Midstream Partners, LP	4/1/2011	741,668	$17,004,790	$20,501,938	$ 30.56	$27.6430
Total			$47,280,288	$52,100,194

*Valuation of unrestricted security on the acquisition date of the restricted shares.

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 (the “Investment Company Act”)) 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 on 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) 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 (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/ Kevin M. Robinson

Name: Kevin M. Robinson

Title: Chief Executive Officer and Chief Legal Officer

Date: April 25, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Kevin M. Robinson

Name: Kevin M. Robinson

Title: Chief Executive Officer and Chief Legal Officer

Date: April 25, 2012

By:_____________________________________________________________________

By: /s/ John Sullivan

Name: John Sullivan

Title: Chief Financial Officer, Chief Accounting Officer and Treasurer

Date: April 25, 2012

EX-99.CERT 2 ex99cert.htm CERTIFICATIONS

CERTIFICATIONS

I, Kevin M. Robinson, certify that:

I have reviewed this report on Form N-Q of Fiduciary/Claymore MLP Opportunity Fund;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the schedule of investments included in this report fairly presents in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 25, 2012

/s/ Kevin M. Robinson

Kevin M. Robinson

Chief Executive Officer and Chief Legal Officer

CERTIFICATIONS

I, John Sullivan, certify that:

I have reviewed this report on Form N-Q of Fiduciary/Claymore MLP Opportunity Fund;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 25, 2012

/s/ John Sullivan

John Sullivan

Chief Financial Officer, Chief Accounting Officer and Treasurer