-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oqgi7EnhUUKYyxlzJngp/LIk//2GErTXdfYw9i3pIyHo3llvMlEheY93CceXnG9j izamyc/KXKrsNGmfL9o6Iw== 0000948985-07-000031.txt : 20070919 0000948985-07-000031.hdr.sgml : 20070919 20070919135531 ACCESSION NUMBER: 0000948985-07-000031 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070919 DATE AS OF CHANGE: 20070919 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOLLY ENERGY PARTNERS LP CENTRAL INDEX KEY: 0001283140 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80393 FILM NUMBER: 071124242 MAIL ADDRESS: STREET 1: 100 CRESCENT COURT STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDUCIARY ASSET MANAGEMENT CO /MO CENTRAL INDEX KEY: 0000948985 IRS NUMBER: 541714311 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8112 MARYLAND AVE STREET 2: STE 400 CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3144466700 MAIL ADDRESS: STREET 1: 8112 MARYLAND AVE STE 400 CITY: CLAYTON STATE: MO ZIP: 63105 SC 13G/A 1 sep2007adm2.txt FAMCO 13GA HEP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Holly Energy Parners, L.P. - ------------------------------------------------------------------------------- (Name of Issuer) Common Units representing limited partnership interests - ------------------------------------------------------------------------------- (Title of Class of Securities) 435763107 ------------------------------ (CUSIP Number) September 14, 2007 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 435763107 --------- - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Fiduciary Asset Management, LLC. EIN 43-1912968 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri - ------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF ----------------------------------------------------------------- SHARES BENEFICIALLY 6 SHARED VOTING POWER 691,698 (See Item 4) OWNED BY ----------------------------------------------------------------- EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 691,698 (See Item 4) - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 691,698 (See Item 4) - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.5 % - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------- IA - ------------------------------------------------------------------------------- CUSIP NO. 435763107 --------- - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Fiduciary/Claymore MLP Opportunity Fund - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF ----------------------------------------------------------------- SHARES BENEFICIALLY 6 SHARED VOTING POWER 648,450 (See Item 4) OWNED BY ----------------------------------------------------------------- EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 648,450 (See Item 4) - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 648,450 (See Item 4) - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9 % - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------- IV - ------------------------------------------------------------------------------- Item 1 (a) Name of Issuer Holly Energy Partners, L.P. (b) Address of Issuer's Principal Executive Offices 100 Crescent Court, Suite 100 Dallas, TX 75201 Item 2 This statement is filed on behalf of the following: (a) This 13G is being jointly filed by Fiduciary Asset Management,L.L.C., a Missouri Limited Liability Company ("FAMCO"), and Fiduciary/Claymore MLP Opportunity Fund, a Delaware Statutory Trust ("FMO"). FAMCO and FMO have entered into an Agreement Regarding Joint Filing of 13G dated September 19th, 2007 (the "Agreement") pursuant to which FAMCO and FMO have agreed to file this 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934,as amended (the "Act"). A copy of the Agreement is attached hereto as Exhibit A. (b) The principal business address of FAMCO is 8112 Maryland Avenue, Suite 400, St. Louis, MO 63105. The principal business address of FMO is 2455 Corporate West Drive, Lisle, IL 60532 (c) FAMCO is a Missouri Limited Liability Company. FMO is a a Delaware Statutory Trust. (d) Title of Class of Securities: Common Units representing limited partnership interests (e) CUSIP Number: 435763107 Item 3. If this statement is filed pursuant to 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: FAMCO is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);FMO is an Investment company registered under section 8 of the Investment Company Act of 1940. Item 4. Ownership. Fiduciary Asset Management, LLC. acts as an investment sub-advisor to certain closed-end investment companies registered under the Investment Company Act of 1940 including FMO. It also serves as an investment advisor to other managed accounts. FAMCO by virtue of investment advisory agreements with these clients has all investment and voting power over securities owned of record by these clients. However, despite their delegation of investment and voting power to FAMCO, these clients may be deemed to be the beneficial owners under Rule 13d-3 of the Act of the securities they own of record because they have the right to acquire investment and voting power through termination of their investment sub-advisory or advisory agreement with FAMCO. Thus,FAMCO has reported that it shares voting power and dispositive power over the securities owned of record by these clients. FAMCO may be deemed the beneficial owner of the securities covered by this statement under Rule 13d-3 of the Act. None of the securities listed below are owned of record by FAMCO and FAMCO disclaims any beneficial interest in the shares. A. Fiduciary Asset Management, L.L.C. (a) Amount beneficially owned: 691,698 (b) Percent of class: 8.5% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: 691,698 (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: 691,698 B. Fiduciary/Claymore MLP Opportunity Fund (a) Amount beneficially owned: 648,450 (b) Percent of class: 7.9 % (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: 648,450 (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: 648,450 Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Fiduciary Asset Management,The investment companies and individuals discussed in item 4 above have the right to receive all dividends from and the proceeds from the sale of the securities held in their respective accounts. Except for FMO, the interest of any one person does not exceed 5% of the class of securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of a Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 19, 2007 Fiduciary Asset Management, L.L.C. By: /s/ Joseph E. Gallagher, Jr. Chief Compliance Officer ---------------------------------- Fiduciary/Claymore MLP Opportunity Fund By: /s/ James J. Cunnane, Jr. Vice President ---------------------------------- Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G In accordance with Rule 13d-1 (k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Units of Holly Energy Partners LP, and further agree that this agreement be included as an exhibit to such filings. In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 19th day of September, 2007. Fiduciary Asset Management, L.L.C. By: /s/ Joseph E. Gallagher, Jr. Chief Compliance Officer ---------------------------------- Fiduciary/Claymore MLP Opportunity Fund By: /s/ James J. Cunnane, Jr. Vice President ---------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----