UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Admendment No.1)*
Williams Partners L.P.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Units
-------------------------------------------------------------------------------
(Title of Class of Securities)
96950F104
------------------------------
(CUSIP Number)
June 30, 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. 96950F104
---------
-------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Fiduciary Asset Management, LLC.
-------------------------------------------------------------------------------
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 760,535 (See Item 4)
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER 760,535 (See Item 4)
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
760,535 (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)
3.00 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
-------------------------------------------------------------------------------
IA
-------------------------------------------------------------------------------
Item 1
(a) Name of Issuer: Williams Partners L.P.
(b) Address of Issuer's Principal Executive Offices
One Williams Center
Tulsa, OK 74171-0172
Item 2 (a)-(c) This statement is filed on behalf of the following:
(a) This 13G admendment is being filed by Fiduciary Asset Management,L.L.C.
(b) The principal business address is 8112 Maryland Avenue,
Suite 400, St. Louis, MO 63105.
(c) FAMCO is a Missouri Limited Liability Company.
(d) Title of Class of Securities:
Common Units
(e) CUSIP Number:
96950F104
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:
(a) [ ] Broker or dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940
(e) [X ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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 as well as advisor to private funds, institutions and private
individuals. 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 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) Amount beneficially owned:
760,535
(b) Percent of class:
3.00%
(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:
760,535
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
760,535
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X]. FAMCO has ceased to be the beneficial owner of
more than 5 percent of the class of securities and is filing this
statement to report that fact.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
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: July 3, 2007
Fiduciary Asset Management, L.L.C.
By: /s/ Patricia L. Boyd
Treasurer and Controller
----------------------------------