−Removed: Controls and Procedures.
−Removed: Evaluation of Disclosure Controls and
−Removed: The Trustee conducted an evaluation of the Trust’s disclosure controls and procedures (as defined in Rules
−Removed: 13a-15 and 15d-15 under the Exchange Act).
−Removed: Based on this evaluation, the Trustee has concluded that the disclosure controls and
−Removed: procedures of the Trust were effective, as of the end of the period covered by this report, in ensuring that information required
−Removed: to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated to
−Removed: the Trustee to allow timely decisions regarding required disclosure.
−Removed: Due to the nature of the Trust as a passive
−Removed: entity and in light of the contractual arrangements pursuant to which the Trust was created, including the provisions of (i) the
−Removed: Trust Agreement and (ii) the Conveyance, the Trustee’s disclosure controls and procedures related to the Trust necessarily
−Removed: rely on (A) information provided by COERT, including information relating to results of operations, the costs and revenues
−Removed: attributable to the Trust’s interest under the Conveyance and other operating and historical data, plans for future operating
−Removed: and capital expenditures, reserve information, information relating to projected production, and other information relating to
−Removed: the status and results of operations of the Underlying Properties and the Net Profits Interest, and (B) conclusions and reports
−Removed: regarding reserves by the Trust’s independent reserve engineers.
−Removed: Changes in Internal Control over Financial
−Removed: During the quarter ended December 31, 2019, there were no changes in the Trust’s internal control over
−Removed: financial reporting that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control
−Removed: over financial reporting.
−Removed: The Trustee notes for purposes of clarification that it has no authority over, and makes no statement
−Removed: concerning, the internal control over financial reporting of COERT.
−Removed: TRUSTEE’S REPORT ON INTERNAL CONTROL
−Removed: OVER FINANCIAL REPORTING
−Removed: The Trustee is responsible for establishing
−Removed: and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under
−Removed: the Exchange Act.
−Removed: Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability
−Removed: of financial reporting for external purposes in accordance with the modified cash basis of accounting.
−Removed: The Trustee conducted an
−Removed: evaluation of the effectiveness of the Trust’s internal control over financial reporting based on the criteria established
−Removed: in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
−Removed: Based on the Trustee’s evaluation under the framework in Internal Control—Integrated Framework (2013) ,
−Removed: the Trustee concluded that the Trust’s internal control over financial reporting was effective as of December 31, 2019.
−Removed: The independent registered public accounting firm of Ernst & Young LLP, the independent registered accounting firm that
−Removed: audited the financial statements of the Trust in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness
−Removed: of the Trust’s internal control over financial reporting as of December 31, 2019, which is included in this Item 9A.
−Removed: Report of Independent Registered Public
−Removed: Accounting Firm
−Removed: To the Trustee and Unitholders of Permianville Royalty Trust
−Removed: Opinion on Internal Control Over Financial Reporting
−Removed: have audited Permianville Royalty Trust’s internal control over financial reporting as of December 31, 2019, based on criteria
−Removed: established in Internal Control –
−Removed: Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
−Removed: Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, Permianville Royalty Trust (the Trust) maintained, in all material
−Removed: respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the
−Removed: Public Company Accounting Oversight Board (United States) (PCAOB), the statements of assets, liabilities, and trust corpus of Permianville
−Removed: Royalty Trust as of December 31, 2019 and 2018, and the related statements of distributable income and changes in trust corpus
−Removed: for each of the three years in the period ended December 31, 2019, and the related notes and our report dated March 16, 2020 expressed
−Removed: an unqualified opinion thereon.
−Removed: Basis for Opinion
−Removed: Trustee is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness
−Removed: of internal control over financial reporting included in the accompanying Trustee’s Report on Internal Control over Financial
−Removed: Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust
−Removed: in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
−Removed: and the PCAOB.
−Removed: conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit
−Removed: to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
−Removed: audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
−Removed: exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing
−Removed: such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for
−Removed: Definition and Limitations of Internal Control Over Financial
−Removed: entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
−Removed: of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
−Removed: accounting principles.
−Removed: An entity’s internal control over financial reporting includes those policies and procedures that
−Removed: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
−Removed: of the assets of the entity;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
−Removed: of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
−Removed: entity are being made only in accordance with authorizations of management and directors of the entity;
−Removed: and (3) provide reasonable
−Removed: assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets
−Removed: that could have a material effect on the financial statements.
−Removed: of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections
−Removed: of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
−Removed: in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ Ernst & Young LLP
−Removed: Houston, Texas
−Removed: March 16, 2020
−Removed: Other Information.
−Removed: Directors, Executive Officers and Corporate Governance.
−Removed: The Trust has no directors or executive
−Removed: The Trustee is a corporate Trustee that may be removed by the affirmative vote of the holders of not less than a majority
−Removed: of the outstanding Trust Units at a meeting at which a quorum is present.
−Removed: Audit Committee and Nominating Committee
−Removed: Because the Trust does not have a board
−Removed: of directors, it does not have an audit committee, an audit committee financial expert or a nominating committee.
−Removed: Code of Ethics
−Removed: The Trust does not have a principal executive
−Removed: officer, principal financial officer, principal accounting officer or controller and has not adopted a code of ethics applicable
−Removed: to such persons.
−Removed: Executive Compensation.
−Removed: Pursuant to the Trust Agreement, the Trust
−Removed: pays an annual administrative fee of $200,000 to the Trustee.
−Removed: During the year ended December 31, 2019, the Trustee received
−Removed: $200,000 in administrative fees and reimbursable expenses from the Trust.
−Removed: During the years ended December 31, 2018 and 2017,
−Removed: the Trustee received $202,018 and $200,997, respectively, in
−Removed: administrative fees and reimbursable expenses from the Trust.
−Removed: The Trust does not have any executive officers, directors or employees.
−Removed: The Trust does not have a board of directors, and it does not have a compensation committee.
−Removed: Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters.
−Removed: (a) Security Ownership
−Removed: of Certain Beneficial Owners.
−Removed: Based on filings with the SEC, the Trustee
−Removed: is not aware of any holders of 5% or more of the units as of March 9, 2020 except as set forth below.
−Removed: The following information
−Removed: has been obtained from public filings with the SEC.
+Added: and Procedures.
+Added: of Disclosure Controls and Procedures.
+Added: The Trustee conducted an evaluation of the Trust’s disclosure controls and procedures
+Added: (as defined in Rules 13a-15 and 15d-15 under the Exchange Act).
+Added: Based on this evaluation, the Trustee has concluded that the disclosure
+Added: controls and procedures of the Trust were effective, as of the end of the period covered by this report, in ensuring that information
+Added: required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated
+Added: to the Trustee to allow timely decisions regarding required disclosure.
+Added: to the nature of the Trust as a passive entity and in light of the contractual arrangements pursuant to which the Trust was created,
+Added: including the provisions of (i) the Trust Agreement and (ii) the Conveyance, the Trustee’s disclosure controls
+Added: and procedures related to the Trust necessarily rely on (A) information provided by COERT, including information relating
+Added: to results of operations, the costs and revenues attributable to the Trust’s interest under the Conveyance and other operating
+Added: and historical data, plans for future operating and capital expenditures, reserve information, information relating to projected
+Added: production, and other information relating to the status and results of operations of the Underlying Properties and the Net Profits
+Added: Interest, and (B) conclusions and reports regarding reserves by the Trust’s independent reserve engineers.
+Added: in Internal Control over Financial Reporting.
+Added: During the quarter ended December 31, 2020, there were no changes in the
+Added: Trust’s internal control over financial reporting that have materially affected, or are reasonably likely to materially
+Added: affect, the Trust’s internal control over financial reporting.
+Added: The Trustee notes for purposes of clarification that it has
+Added: no authority over, and makes no statement concerning, the internal control over financial reporting of COERT.
+Added: TRUSTEE’S
+Added: REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
+Added: Trustee is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
+Added: in Rule 13a-15(f) promulgated under the Exchange Act.
+Added: Internal control over financial reporting is a process to provide reasonable
+Added: assurance regarding the reliability of financial reporting for external purposes in accordance with the modified cash basis of
+Added: The Trustee conducted an evaluation of the effectiveness of the Trust’s internal control over financial reporting
+Added: based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
+Added: Organizations of the Treadway Commission.
+Added: Based on the Trustee’s evaluation under the framework in Internal Control—Integrated
+Added: Framework (2013) , the Trustee concluded that the Trust’s internal control over financial reporting was effective as
+Added: of December 31, 2020.
+Added: Executive Officers and Corporate Governance.
+Added: Trust has no directors or executive officers.
+Added: The Trustee is a corporate Trustee that may be removed by the affirmative vote of
+Added: the holders of not less than a majority of the outstanding Trust Units at a meeting at which a quorum is present.
+Added: Committee and Nominating Committee
+Added: the Trust does not have a board of directors, it does not have an audit committee, an audit committee financial expert or a nominating
+Added: Trust does not have a principal executive officer, principal financial officer, principal accounting officer or controller and
+Added: has not adopted a code of ethics applicable to such persons.
+Added: Compensation.
+Added: to the Trust Agreement, the Trust pays an annual administrative fee of $200,000 to the Trustee.
+Added: During the years ended December 31,
+Added: 2020 and 2019, the Trustee received $200,000, respectively, in administrative fees and reimbursable expenses from the Trust.
+Added: Trust does not have any executive officers, directors or employees.
+Added: The Trust does not have a board of directors, and it does
+Added: not have a compensation committee.
+Added: Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters.
+Added: Ownership of Certain Beneficial Owners.
+Added: on filings with the SEC, the Trustee is not aware of any holders of 5% or more of the units as of March 23, 2021 except as set
+Added: The following information has been obtained from public filings with the SEC.
Beneficial Owner
3 unchanged sentences
1,892,238 (2)
−Removed: (1) Based on a Schedule
−Removed: 13D dated September 10, 2018 filed
−Removed: jointly by Permianville Holdings LLC (“Holdings”), Permianville Intermediary LLC—Series 1 (“Series 1 Intermediary”),
−Removed: Permianville Intermediary LLC—Series 2 (“Series 2 Intermediary”), Permianville Intermediary LLC—Series
−Removed: 3 (“Series 3 Intermediary”), Cross Ocean USSS Fund I (A) (Cayman) LP (“Cayman Feeder”), Cross Ocean USSS
−Removed: Fund I (A) Del Feeder LP (“DE Feeder”), Cross Ocean USSS SIF 1 LP (“Cross Ocean SIF”), Cross Ocean USSS
−Removed: GP LP (“Cross Ocean GP”), Cross Ocean USSS GP Ltd (“Cross Ocean Ltd”), Cross Ocean Partners Management
−Removed: LP (“Cross Ocean Management”), Cross Ocean Partners Management GP, LLC (“Management GP”), GG Managers LLC
−Removed: (“GG Managers”) and Graham Goldsmith (collectively, all such persons and entities are referred to as the “Reporting
−Removed: Persons”).
−Removed: The principal business office address for the Reporting Persons is c/o Cross Ocean Partners Management LP,
−Removed: 20 Horseneck Lane, Greenwich, CT 06830.
−Removed: According to the filing, Holdings has sole voting
−Removed: power and dispositive power with respect to 8,600,000 Trust Units.
−Removed: Each of Cross Ocean Management, Management GP, GG Managers
−Removed: and Graham Goldsmith has shared voting power and shared dispositive power with respect to such shares.
−Removed: Each of Series 1
−Removed: Intermediary and Series 2 Intermediary has shared voting power and shared dispositive power with respect to 2,293,053 Trust
−Removed: Series 3 Intermediary has shared voting power and shared dispositive power with respect to 2,293,052 Trust Units.
+Added: on a Schedule 13D dated September 10, 2018 filed jointly by Permianville Holdings LLC (“Holdings”), Permianville Intermediary
+Added: LLC—Series 1 (“Series 1 Intermediary”), Permianville Intermediary LLC—Series 2 (“Series 2 Intermediary”),
+Added: Permianville Intermediary LLC—Series 3 (“Series 3 Intermediary”), Cross Ocean USSS Fund I (A) (Cayman) LP (“Cayman
+Added: Feeder”), Cross Ocean USSS Fund I (A) Del Feeder LP (“DE Feeder”), Cross Ocean USSS SIF 1 LP (“Cross Ocean
+Added: SIF”), Cross Ocean USSS GP LP (“Cross Ocean GP”), Cross Ocean USSS GP Ltd (“Cross Ocean Ltd”), Cross
+Added: Ocean Partners Management LP (“Cross Ocean Management”), Cross Ocean Partners Management GP, LLC (“Management
+Added: GP”), GG Managers LLC (“GG Managers”) and Graham Goldsmith (collectively, all such persons and entities are
+Added: referred to as the “Reporting Persons”).
+Added: The principal business office address for the Reporting Persons is c/o Cross
+Added: Ocean Partners Management LP, 20 Horseneck Lane, Greenwich, CT 06830.
+Added: to the filing, Holdings has sole voting power and dispositive power with respect to 8,600,000 Trust Units.
+Added: Each of Cross Ocean
+Added: Management, Management GP, GG Managers and Graham Goldsmith has shared voting power and shared dispositive power with respect
+Added: to such shares.
+Added: Each of Series 1 Intermediary and Series 2 Intermediary has shared voting power and shared dispositive power with
+Added: respect to 2,293,053 Trust Units.
+Added: Series 3 Intermediary has shared voting power and shared dispositive power with respect to 2,293,052
Cayman Feeder has shared voting power and shared dispositive power with respect to 1,165,871 Trust Units.
−Removed: DE Feeder has
−Removed: shared voting power and shared dispositive power with respect to 1,720,842 Trust Units.
+Added: has shared voting power and shared dispositive power with respect to 1,720,842 Trust Units.
Cross Ocean SIF has shared voting
power and shared dispositive power with respect to 2,233,017 Trust Units.
−Removed: Each of Cross Ocean GP and Cross Ocean Ltd has
−Removed: shared voting power and shared dispositive power with respect to 5,119,730 Trust Units.
−Removed: According to the filing, each of Series 1 Intermediary,
−Removed: Series 2 Intermediary, Series 3 Intermediary and DE Feeder, by virtue of their relationships to Holdings, may be deemed to beneficially
−Removed: own the Trust Units that Holdings beneficially owns, but each disclaims beneficial ownership of such Trust Units.
−Removed: Each of Cross
−Removed: Ocean Cayman and Cross Ocean SIF, by virtue of their relationships to Series 1 Intermediary, Series 2 Intermediary and Series 3
−Removed: Intermediary, may be deemed to beneficially own the Trust Units that Holdings beneficially owns, but each disclaims beneficial
+Added: Each of Cross Ocean GP and Cross Ocean Ltd has shared
+Added: voting power and shared dispositive power with respect to 5,119,730 Trust Units.
+Added: to the filing, each of Series 1 Intermediary, Series 2 Intermediary, Series 3 Intermediary and DE Feeder, by virtue of their relationships
+Added: to Holdings, may be deemed to beneficially own the Trust Units that Holdings beneficially owns, but each disclaims beneficial
ownership of such Trust Units.
−Removed: Each of Cross Ocean GP, Cross Ocean Ltd, Cross Ocean Management, Management GP, GG Managers and
−Removed: Graham Goldsmith, by virtue of their relationships to each other and to Cross Ocean Cayman, DE Feeder and Cross Ocean SIF, may
−Removed: be deemed to beneficially own the Trust Units that Holdings beneficially owns, but each disclaims beneficial ownership of such
−Removed: (2) Based on a Schedule
−Removed: 13G/A filed with the SEC on February 12, 2018 by Jerry Roger Kent.
−Removed: The principal business office address for the reporting
−Removed: person is 4695 Preston Park Blvd., Suite 170 East, Plano, Texas 75093-5180.
−Removed: According to the filing, the reporting person has sole
−Removed: voting power with respect to 1,062,038 Trust Units, shared voting power with respect to 830,000 Trust Units, sole dispositive power
−Removed: with respect to 1,062,038 Trust Units, and shared dispositive power with respect to 830,000 Trust Units.
−Removed: (b) Security Ownership
−Removed: of Management.
−Removed: Not applicable.
−Removed: (c) Changes in Control.
−Removed: The registrant knows of no arrangement,
−Removed: including any pledge by any person of securities of the registrant or any of its parents, the operation of which may at a subsequent
−Removed: date result in a change of control of the registrant.
−Removed: See “Certain Relationships and Related Transactions, and Director Independence—Registration
−Removed: Rights Agreement”
+Added: Each of Cross Ocean Cayman and Cross Ocean SIF, by virtue of their relationships to Series 1 Intermediary,
+Added: Series 2 Intermediary and Series 3 Intermediary, may be deemed to beneficially own the Trust Units that Holdings beneficially
+Added: owns, but each disclaims beneficial ownership of such Trust Units.
+Added: Each of Cross Ocean GP, Cross Ocean Ltd, Cross Ocean Management,
+Added: Management GP, GG Managers and Graham Goldsmith, by virtue of their relationships to each other and to Cross Ocean Cayman, DE
+Added: Feeder and Cross Ocean SIF, may be deemed to beneficially own the Trust Units that Holdings beneficially owns, but each disclaims
+Added: beneficial ownership of such Trust Units.
+Added: on a Schedule 13G/A filed with the SEC on February 12, 2018 by Jerry Roger Kent.
+Added: The principal business office address for
+Added: the reporting person is 4695 Preston Park Blvd., Suite 170 East, Plano, Texas 75093-5180.
+Added: According to the filing, the reporting
+Added: person has sole voting power with respect to 1,062,038 Trust Units, shared voting power with respect to 830,000 Trust Units, sole
+Added: dispositive power with respect to 1,062,038 Trust Units, and shared dispositive power with respect to 830,000 Trust Units.
+Added: Ownership of Management.
+Added: registrant knows of no arrangement, including any pledge by any person of securities of the registrant or any of its parents,
+Added: the operation of which may at a subsequent date result in a change of control of the registrant.
+Added: See “Certain Relationships
+Added: and Related Transactions, and Director Independence—Registration Rights Agreement”
in Item 13 of this Form 10-K.
−Removed: Certain Relationships and Related Transactions, and Director Independence.
−Removed: Trustee Administrative Fee.
−Removed: the terms of the Trust Agreement, the Trust pays an annual administrative fee of $200,000 to the Trustee and $2,000 to the Delaware
−Removed: Registration Rights Agreement.
−Removed: Trust and COERT (as the assignee of Enduro in connection with the Sale Transaction) are parties to a Registration Rights Agreement,
−Removed: as amended, whereby COERT, its affiliates and certain permitted transferees holding registrable Trust Units are entitled, upon
−Removed: receipt by the Trustee of written notice from holders of a majority of the then outstanding registrable Trust Units, to demand
−Removed: that the Trust effect the registration of the registrable Trust Units.
−Removed: The holders of the registrable Trust Units are entitled
−Removed: to demand a maximum of five such registrations.
−Removed: In connection with the preparation and filing of any registration statement, COERT
−Removed: will bear all costs and expenses incidental to any registration statement, excluding certain internal expenses of the Trust, which
−Removed: will be borne by the Trust.
−Removed: Any underwriting discounts and commissions will be borne by the seller of the Trust Units.
−Removed: The foregoing
−Removed: description of the Registration Rights Agreement is qualified in its entirety by the terms of the Registration Rights Agreement,
−Removed: and Amendment No.
+Added: Relationships and Related Transactions, and Director Independence.
+Added: Administrative Fee.
+Added: Under the terms of the Trust Agreement, the Trust pays an annual administrative fee of $200,000 to the
+Added: Trustee and $2,000 to the Delaware Trustee.
+Added: Rights Agreement.
+Added: The Trust and COERT (as the assignee of Enduro in connection with the Sale Transaction) are parties to a
+Added: Registration Rights Agreement, as amended, whereby COERT, its affiliates and certain permitted transferees holding registrable
+Added: Trust Units are entitled, upon receipt by the Trustee of written notice from holders of a majority of the then outstanding registrable
+Added: Trust Units, to demand that the Trust effect the registration of the registrable Trust Units.
+Added: The holders of the registrable Trust
+Added: Units are entitled to demand a maximum of five such registrations.
+Added: In connection with the preparation and filing of any registration
+Added: statement, COERT will bear all costs and expenses incidental to any registration statement, excluding certain internal expenses
+Added: of the Trust, which will be borne by the Trust.
+Added: Any underwriting discounts and commissions will be borne by the seller of the
+Added: The foregoing description of the Registration Rights Agreement is qualified in its entirety by the terms of the Registration
+Added: Rights Agreement, and Amendment No.
1 thereto, copies of which are incorporated by reference as exhibits to this Form 10-K.
−Removed: Director Independence
−Removed: The Trust does not have a board of directors.
−Removed: Principal Accounting Fees and Services.
−Removed: The Trust does not have an audit committee.
−Removed: Any pre-approval and approval of all services performed by the principal auditor or any other professional service firms and related
−Removed: fees are granted by the Trustee.
−Removed: During the years ended December 31, 2019 and 2018, Ernst & Young, LLP served as
−Removed: the Trust’s independent registered public accounting firm.
−Removed: The Trustee also has appointed Ernst & Young, LLP as
−Removed: the independent registered public accounting firm to audit the Trust’s financial statements for the fiscal year ending December 31,
−Removed: The following table presents the aggregate
−Removed: fees billed to the Trust for the years ended December 31, 2019 and 2018 by Ernst & Young, LLP:
+Added: Trust does not have a board of directors.
+Added: Accountant Fees and Services.
+Added: Trust does not have an audit committee.
+Added: Any pre-approval and approval of all services performed by the principal auditor or any
+Added: other professional service firms and related fees are granted by the Trustee.
+Added: During the years ended December 31, 2020 and
+Added: 2019, Ernst & Young, LLP served as the Trust’s independent registered public accounting firm.
+Added: The Trustee also
+Added: has appointed Ernst & Young, LLP as the independent registered public accounting firm to audit the Trust’s financial
+Added: statements for the fiscal year ending December 31, 2020.
+Added: following table presents the aggregate fees billed to the Trust for the years ended December 31, 2020 and 2019 by Ernst &
Audit fees (1)
1 unchanged sentence
All other fees
−Removed: (1) Fees billed for professional services rendered for the
−Removed: integrated audit of the Trust’s financial statements and reviews of the financial statements included in the Trust’s
−Removed: quarterly reports.
−Removed: Exhibits, Financial Statement Schedules.
−Removed: (a)(1) Financial Statements
−Removed: The following financial statements are set
−Removed: forth under “Financial Statements and Supplementary Data”
−Removed: in Item 8 of this Form 10-K on the pages indicated:
−Removed: Permianville Royalty Trust
−Removed: Report of Independent Registered Public Accounting
+Added: billed for professional services rendered for the integrated audit of the Trust’s financial statements and reviews of the
+Added: financial statements included in the Trust’s quarterly reports and annual financial statements.
+Added: and Financial Statement Schedules.
+Added: (a)(1) Financial
+Added: following financial statements are set forth under “Financial Statements and Supplementary Data”
+Added: in Item 8 of this
+Added: Form 10-K on the pages indicated:
+Added: Report of Independent Registered Public Accounting Firm
Statements of Assets, Liabilities and Trust Corpus
4 unchanged sentences
(a)(2) Schedules
−Removed: Schedules have been omitted because they
−Removed: are not required, not applicable or the information required has been included elsewhere herein.
+Added: have been omitted because they are not required, not applicable or the information required has been included elsewhere herein.
(a)(3) Exhibits
−Removed: See Index to Exhibits.
−Removed: Form 10-K Summary.
Index to Exhibits.
−Removed: Agreement and Plan of Merger of Enduro Royalty Trust and Enduro Texas LLC, dated as of November 3, 2011 by and between the Bank of New York Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust, and Enduro Texas LLC.
−Removed: (Incorporated herein by reference to Exhibit 1.2 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File No.
−Removed: Certificate of Trust of Enduro Royalty Trust.
−Removed: (Incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1, filed on May 16, 2011 (Registration No.
−Removed: Certificate of Amendment to Certificate of Trust.
−Removed: (Incorporated herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed on September 5, 2018 (File No.
−Removed: Amended and Restated Trust Agreement of Enduro Royalty Trust, dated November 3, 2011, among Enduro Resource Partners LLC, The Bank of New York Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust, and Wilmington Trust Company, as Delaware Trustee of Enduro Royalty Trust.
−Removed: (Incorporated herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File No.
−Removed: First Amendment to Amended and Restated Trust Agreement, dated September 6, 2017 but effective as of August 30, 2017, among Enduro Resource Partners LLC, Wilmington Trust Company, as Delaware Trustee, and The Bank of New York Mellon Trust Company, N.A., as Trustee.
−Removed: (Incorporated herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed on September 12, 2017 (File No.
−Removed: Second Amendment to Amended and Restated Trust Agreement of Enduro Royalty Trust, dated September 14, 2018, among COERT Holdings 1 LLC, Wilmington Trust Company, as Delaware trustee, and The Bank of New York Mellon Trust Company, N.A., as trustee.
−Removed: (Incorporated herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed on September 14, 2018 (File No.
−Removed: Registration Rights Agreement, dated as of November 8, 2011, by and between Enduro Resource Partners LLC and Enduro Royalty Trust.
−Removed: (Incorporated herein by reference to Exhibit 10.3 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File No.
+Added: 10-K Summary.
+Added: Agreement and Plan
+Added: of Merger of Enduro Royalty Trust and Enduro Texas LLC, dated as of November 3, 2011 by and between the Bank of New York Mellon
+Added: Trust Company, N.A., as Trustee of Enduro Royalty Trust, and Enduro Texas LLC.
+Added: (Incorporated herein by reference to Exhibit 1.2
+Added: to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File No.
+Added: Certificate of Trust
+Added: of Enduro Royalty Trust.
+Added: (Incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1,
+Added: filed on May 16, 2011 (Registration No.
+Added: Certificate of Amendment
+Added: to Certificate of Trust.
+Added: (Incorporated herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K
+Added: filed on September 5, 2018 (File No.
+Added: Amended and Restated
+Added: Trust Agreement of Enduro Royalty Trust, dated November 3, 2011, among Enduro Resource Partners LLC, The Bank of New York
+Added: Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust, and Wilmington Trust Company, as Delaware Trustee of Enduro
+Added: Royalty Trust.
+Added: (Incorporated herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K
+Added: filed on November 8, 2011 (File No.
+Added: First Amendment to Amended and Restated Trust
+Added: Agreement, dated September 6, 2017 but effective as of August 30, 2017, among Enduro Resource Partners LLC, Wilmington
+Added: Trust Company, as Delaware Trustee, and The Bank of New York Mellon Trust Company, N.A., as Trustee.
+Added: (Incorporated herein
+Added: by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed on September 12, 2017 (File No.
+Added: Second Amendment
+Added: to Amended and Restated Trust Agreement of Enduro Royalty Trust, dated September 14, 2018, among COERT Holdings 1 LLC,
+Added: Wilmington Trust Company, as Delaware trustee, and The Bank of New York Mellon Trust Company, N.A., as trustee.
+Added: (Incorporated
+Added: herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed on September 14, 2018
+Added: Registration Rights
+Added: Agreement, dated as of November 8, 2011, by and between Enduro Resource Partners LLC and Enduro Royalty Trust.
+Added: (Incorporated
+Added: herein by reference to Exhibit 10.3 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File
Amendment No.
−Removed: 1 to Registration Rights Agreement, dated as of November 8, 2012, by and between Enduro Resource Partners LLC and Permianville Royalty Trust.
−Removed: (Incorporated herein by reference to Exhibit 4.2 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2012 (File no.
−Removed: Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
−Removed: Conveyance of Net Profits Interest, dated November 8, 2011, by and between Enduro Operating LLC and Enduro Texas LLC.
−Removed: (Incorporated herein by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File No.
−Removed: Supplement to Conveyance of Net Profits Interest, dated November 8, 2011, from Enduro Operating LLC, Enduro Texas LLC and The Bank of New York Mellon Trust Company, N.A.
+Added: to Registration Rights Agreement, dated as of November 8, 2012, by and between Enduro Resource Partners LLC and Permianville
+Added: Royalty Trust.
+Added: (Incorporated herein by reference to Exhibit 4.2 to the Trust’s Annual Report on Form 10-K for the year
+Added: ended December 31, 2012 (File no.
+Added: Description of Securities
+Added: Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
+Added: (Incorporated herein by reference to Exhibit
+Added: 4.3 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019 (File no.
+Added: Conveyance of Net
+Added: Profits Interest, dated November 8, 2011, by and between Enduro Operating LLC and Enduro Texas LLC.
+Added: (Incorporated herein by
+Added: reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File No.
+Added: Supplement to Conveyance
+Added: of Net Profits Interest, dated November 8, 2011, from Enduro Operating LLC, Enduro Texas LLC and The Bank of New York Mellon
+Added: Trust Company, N.A.
as Trustee of Enduro Royalty Trust.
−Removed: (Incorporated herein by reference to Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File No.
−Removed: First Amendment to Conveyance of Net Profits Interest, dated September 6, 2017, among Enduro Operating LLC and The Bank of New York Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust.
−Removed: (Incorporated herein by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed on September 12, 2017 (File No.
−Removed: Partial Release, Reconveyance and Termination Agreement, dated September 6, 2017, by and between The Bank of New York Mellon Trust Company, N.A., as Trustee of Enduro Royalty Trust, and Enduro Operating LLC.
−Removed: (Incorporated herein by reference to Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed on September 12, 2017 (File No.
+Added: (Incorporated herein by reference to Exhibit 10.2 to the Trust’s
+Added: Current Report on Form 8-K filed on November 8, 2011 (File No.
+Added: First Amendment
+Added: to Conveyance of Net Profits Interest, dated September 6, 2017, among Enduro Operating LLC and The Bank of New York Mellon
+Added: Trust Company, N.A., as Trustee of Enduro Royalty Trust.
+Added: (Incorporated herein by reference to Exhibit 10.1 to the Trust’s
+Added: Current Report on Form 8-K filed on September 12, 2017 (File No.
+Added: Partial Release,
+Added: Reconveyance and Termination Agreement, dated September 6, 2017, by and between The Bank of New York Mellon Trust Company,
+Added: N.A., as Trustee of Enduro Royalty Trust, and Enduro Operating LLC.
+Added: (Incorporated herein by reference to Exhibit 10.2
+Added: to the Trust’s Current Report on Form 8-K filed on September 12, 2017 (File No.
Consent of Cawley, Gillespie & Associates, Inc.
2 unchanged sentences
Report of Cawley, Gillespie & Associates, Inc.
−Removed: * Asterisk indicates exhibit previously filed with the SEC and incorporated herein by reference.
−Removed: Pursuant to the requirements of Section 13
−Removed: or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
−Removed: thereunto duly authorized.
+Added: indicates exhibit previously filed with the SEC and incorporated herein by reference.
+Added: to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
+Added: to be signed on its behalf by the undersigned, thereunto duly authorized.
March 23, 2021
PERMIANVILLE ROYALTY TRUST
−Removed: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS
+Added: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
/s/ SARAH NEWELL
Vice President
−Removed: The Registrant, Permianville Royalty Trust,
−Removed: has no principal executive officer, principal financial officer, board of directors or persons performing similar functions.
−Removed: no additional signatures are available and none have been provided.
−Removed: In signing the report above, the Trustee does not imply that
−Removed: it has performed any such function or that such function exists pursuant to the terms of the Trust Agreement under which it serves.
+Added: Registrant, Permianville Royalty Trust, has no principal executive officer, principal financial officer, board of directors or
+Added: persons performing similar functions.
+Added: Accordingly, no additional signatures are available and none have been provided.
+Added: the report above, the Trustee does not imply that it has performed any such function or that such function exists pursuant to
+Added: the terms of the Trust Agreement under which it serves.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.