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Item 9A. Controls and Procedures

2023-03-23 compared with 2022-03-25 · 145 added, 156 removed, 95 unchanged (76% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

The Trustee conducted an evaluation of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15

under the Exchange Act).

Based on this evaluation, the Trustee has concluded that the disclosure controls and procedures of the Trust

were effective, as of the end of the period covered by this report, in ensuring that information required to be disclosed by the Trust

in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Trustee to allow timely decisions

regarding required disclosure.

of Disclosure Controls and Procedures.

The Trustee conducted an evaluation of the Trust’s disclosure controls and procedures

(as defined in Rules 13a-15 and 15d-15 under the Exchange Act).

Based on this evaluation, the Trustee has concluded that the disclosure

controls and procedures of the Trust were effective, as of the end of the period covered by this report, in ensuring that information

required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the Trustee to allow timely decisions regarding required disclosure.

Due to the nature of the Trust as a passive entity

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independent reserve engineers.

Changes in Internal Control over Financial

During the quarter ended December 31, 2021, there were no changes in the Trust’s internal control over financial

reporting that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial

The Trustee notes for purposes of clarification that it has no authority over, and makes no statement concerning, the internal

control over financial reporting of COERT.

in Internal Control over Financial Reporting.

During the quarter ended December 31, 2022, there were no changes in the

Trust’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect,

the Trust’s internal control over financial reporting.

The Trustee notes for purposes of clarification that it has no authority

over, and makes no statement concerning, the internal control over financial reporting of COERT.

TRUSTEE’S REPORT ON INTERNAL CONTROL

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The Trustee is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Exchange

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting

for external purposes in accordance with the modified cash basis of accounting.

The Trustee conducted an evaluation of the effectiveness

of the Trust’s internal control over financial reporting based on the criteria established in Internal Control—Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the Trustee’s evaluation

under the framework in Internal Control—Integrated Framework (2013) , the Trustee concluded that the Trust’s internal

control over financial reporting was effective as of December 31, 2021.

maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under

the Exchange Act.

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of

financial reporting for external purposes in accordance with the modified cash basis of accounting.

The Trustee conducted an evaluation

of the effectiveness of the Trust’s internal control over financial reporting based on the criteria established in Internal

Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

the Trustee’s evaluation under the framework in Internal Control—Integrated Framework (2013) , the Trustee concluded

that the Trust’s internal control over financial reporting was effective as of December 31, 2022.

Other Information.

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and Management and Related Unitholder Matters.

(a) Security Ownership of

Certain Beneficial Owners.

(a) Security Ownership of Certain Beneficial Owners.

Based on filings with the SEC, the Trustee is

not aware of any holders of 5% or more of the units as of March 23, 2023 except as set forth below.

The following information has been

obtained from public filings with the SEC.

The following information has

been obtained from public filings with the SEC.

Beneficial Owner

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1,892,238 (2)

Based on a Schedule 13D dated September 10, 2018 filed jointly by Permianville Holdings LLC (“Holdings”),

Permianville Intermediary LLC—Series 1 (“Series 1 Intermediary”), Permianville Intermediary LLC—Series 2 (“Series

2 Intermediary”), Permianville Intermediary LLC—Series 3 (“Series 3 Intermediary”), Cross Ocean USSS Fund I

(A) (Cayman) LP (“Cayman Feeder”), Cross Ocean USSS Fund I (A) Del Feeder LP (“DE Feeder”), Cross Ocean USSS

SIF 1 LP (“Cross Ocean SIF”), Cross Ocean USSS GP LP (“Cross Ocean GP”), Cross Ocean USSS GP Ltd (“Cross

Ocean Ltd”), Cross Ocean Partners Management LP (“Cross Ocean Management”), Cross Ocean Partners Management GP, LLC

(“Management GP”), GG Managers LLC (“GG Managers”) and Graham Goldsmith (collectively, all such persons and

entities are referred to as the “Reporting Persons”).

The principal business office address for the Reporting Persons is

c/o Cross Ocean Partners Management LP, 20 Horseneck Lane, Greenwich, CT 06830.

According to the filing, Holdings has sole voting power and

dispositive power with respect to 8,600,000 Trust Units.

Each of Cross Ocean Management, Management GP, GG Managers and Graham Goldsmith

has shared voting power and shared dispositive power with respect to such shares.

Each of Series 1 Intermediary and Series 2 Intermediary

has shared voting power and shared dispositive power with respect to 2,293,053 Trust Units.

Series 3 Intermediary has shared voting power

and shared dispositive power with respect to 2,293,052 Trust Units.

Cayman Feeder has shared voting power and shared dispositive power

with respect to 1,165,871 Trust Units.

DE Feeder has shared voting power and shared dispositive power with respect to 1,720,842 Trust

Cross Ocean SIF has shared voting power and shared dispositive power with respect to 2,233,017 Trust Units.

Each of Cross Ocean

GP and Cross Ocean Ltd has shared voting power and shared dispositive power with respect to 5,119,730 Trust Units.

According to the filing, each of Series 1 Intermediary, Series

2 Intermediary, Series 3 Intermediary and DE Feeder, by virtue of their relationships to Holdings, may be deemed to beneficially own

the Trust Units that Holdings beneficially owns, but each disclaims beneficial ownership of such Trust Units.

Each of Cross Ocean Cayman

and Cross Ocean SIF, by virtue of their relationships to Series 1 Intermediary, Series 2 Intermediary and Series 3 Intermediary, may

be deemed to beneficially own the Trust Units that Holdings beneficially owns, but each disclaims beneficial ownership of such Trust

Each of Cross Ocean GP, Cross Ocean Ltd, Cross Ocean Management, Management GP, GG Managers and Graham Goldsmith, by virtue of

their relationships to each other and to Cross Ocean Cayman, DE Feeder and Cross Ocean SIF, may be deemed to beneficially own the Trust

Units that Holdings beneficially owns, but each disclaims beneficial ownership of such Trust Units.

Based on a Schedule 13G/A filed with the SEC on February 12, 2018 by Jerry Roger Kent.

The principal business

office address for the reporting person is 4695 Preston Park Blvd., Suite 170 East, Plano, Texas 75093-5180.

(1) Based on a Form 4 dated February 22, 2023 filed by Permianville

Holdings LLC (“Holdings”).

The principal business office address for the Reporting

Persons is c/o Cross Ocean Partners Management LP, 60 Arch Street, Greenwich, CT 06830.

(2) Based on a Schedule 13G/A filed with the SEC on February 12, 2018

by Jerry Roger Kent.

The principal business office address for the reporting person is 4695

Preston Park Blvd., Suite 170 East, Plano, Texas 75093-5180.

According to the filing,

the reporting person has sole voting power with respect to 1,062,038 Trust Units, shared voting power with respect to 830,000 Trust

Units, sole dispositive power with respect to 1,062,038 Trust Units, and shared dispositive power with respect to 830,000 Trust Units.

(b) Security Ownership of

the reporting person has sole voting power with respect to 1,062,038 Trust Units, shared

voting power with respect to 830,000 Trust Units, sole dispositive power with respect to

1,062,038 Trust Units, and shared dispositive power with respect to 830,000 Trust Units.

(b) Security Ownership of Management.

Not applicable.

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and Director Independence.

Trustee Administrative Fee.

Under 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 Trustee.

Registration Rights Agreement.

and COERT (as the assignee of Enduro in connection with the Sale Transaction) are parties to a Registration Rights Agreement, as amended,

whereby COERT, its affiliates and certain permitted transferees holding registrable Trust Units are entitled, upon receipt by the Trustee

of written notice from holders of a majority of the then outstanding registrable Trust Units, to demand that the Trust effect the registration

of the registrable Trust Units.

The holders of the registrable Trust Units are entitled to demand a maximum of five such registrations.

In connection with the preparation and filing of any registration statement, COERT will bear all costs and expenses incidental to any

registration statement, excluding certain internal expenses of the Trust, which will be borne by the Trust.

Any underwriting discounts

and commissions will be borne by the seller of the Trust Units.

The foregoing description of the Registration Rights Agreement is qualified

in its entirety by the terms of the Registration Rights Agreement, and Amendment No.

1 thereto, copies of which are incorporated

by reference as exhibits to this Form 10-K.

Administrative Fee.

Under 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 Trustee.

Rights Agreement.

The Trust and COERT (as the assignee of Enduro in connection with the Sale Transaction) are parties to a

Registration Rights Agreement, as amended, whereby COERT, its affiliates and certain permitted transferees holding registrable Trust

Units are entitled, upon receipt by the Trustee of written notice from holders of a majority of the then outstanding registrable Trust

Units, to demand that the Trust effect the registration of the registrable Trust Units.

The holders of the registrable Trust Units are

entitled to demand a maximum of five such registrations.

In connection with the preparation and filing of any registration statement,

COERT will bear all costs and expenses incidental to any registration statement, excluding certain internal expenses of the Trust, which

will be borne by the Trust.

Any underwriting discounts and commissions will be borne by the seller of the Trust Units.

The foregoing

description of the Registration Rights Agreement is qualified in its entirety by the terms of the Registration Rights Agreement, and

Amendment No.

1 thereto, copies of which are incorporated by reference as exhibits to this Form 10-K.

On June 22, 2022, pursuant to the Registration

Rights Agreement, the Trust filed a registration statement on Form S-3 registering the offering by COERT of 8,600,000 Trust Units.

registration statement was declared effective on July 7, 2022.

Director Independence

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are granted by the Trustee.

During the last quarter of the year ended December 31, 2021, Weaver and Tidwell, LLP served as the Trust’s

independent registered public accounting firm.

On September 14, 2021, the Trustee dismissed Ernst &

Young, LLP (“E&Y”) as the Trust’s independent registered public accounting firm.

On September 14, 2021, the Trustee

appointed Weaver and Tidwell, L.L.P.

(“Weaver”) as the Trust’s independent registered public accounting firm.

During the year ended December 31, 2022, Weaver and Tidwell, LLP served as the Trust’s independent

registered public accounting firm.

On September 14, 2021, the Trustee dismissed

Ernst & Young, LLP (“E&Y”) as the Trust’s independent registered public accounting firm.

On September 14,

2021, the Trustee appointed Weaver and Tidwell, L.L.P.

(“Weaver”) as the Trust’s independent registered public accounting

The following table presents the aggregate fees

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All other fees

Fees billed for professional services rendered for the audit of the Trust’s financial statements and reviews

of the financial statements included in the Trust’s quarterly reports and annual financial statements.

In 2021, E&Y and Weaver

billed $179,140 and $10,300, respectively, in audit fees.

In 2020, all of the audit fees were billed by E&Y.

billed for professional services rendered for the audit of the Trust’s financial statements

and reviews of the financial statements included in the Trust’s quarterly reports and

annual financial statements.

In 2021, E&Y and Weaver billed $179,140 and $10,300, respectively,

in audit fees.

Exhibit and Financial Statement Schedules.

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in Item 8 of this Form 10-K on the pages indicated:

Report of Independent Registered Public Accounting Firm (PCAOB Identification No.

Statements of Assets, Liabilities and Trust Corpus

Statements of Distributable Income

Statements of Changes in Trust Corpus

Notes to Financial Statements

Unaudited Supplementary Information

of Independent Registered Public Accounting Firm (PCAOB Identification No.

of Assets, Liabilities and Trust Corpus

of Distributable Income

of Changes in Trust Corpus

to Financial Statements

Supplementary Information

(a)(2) Schedules

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INDEX TO EXHIBITS

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.

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.

(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.

Certificate of Trust of

Enduro Royalty Trust.

(Incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1, filed

on May 16, 2011 (Registration No.

Certificate of Amendment

to Certificate of Trust.

(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.

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.

(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.

Certificate of Trust of Enduro Royalty Trust.

(Incorporated herein by reference to Exhibit 3.3

to the Registration Statement on Form S-1, filed on May 16, 2011 (Registration No.

Certificate of Amendment to Certificate of Trust.

(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.

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.

(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.

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.

(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.

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.,

herein by reference to Exhibit 3.1 to the Trust’s Current Report on Form 8-K filed on November 8, 2011 (File

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.

(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.

Registration Rights Agreement, dated as of November 8, 2011, by and between Enduro Resource Partners

LLC and Enduro Royalty Trust.

(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.

Amendment No.

1 to Registration Rights Agreement, dated as of November 8, 2012, by and between Enduro

Resource Partners LLC and Permianville Royalty Trust.

(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.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of

(Incorporated herein by reference to Exhibit 4.3 to the Trust’s Annual Report on Form 10-K for the year ended December

31, 2019 (File no.

Conveyance of Net Profits Interest, dated November 8, 2011, by and between Enduro Operating LLC and

Enduro Texas LLC.

(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.

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.

as Trustee of Enduro Royalty Trust.

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.

(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.

Registration Rights Agreement,

dated as of November 8, 2011, by and between Enduro Resource Partners LLC and Enduro Royalty Trust.

(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.

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.

(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.

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.

(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.

Letter of Ernst & Young LLP Regarding Change in Registrant’s Certifying Accountant.

(Incorporated herein by reference to Exhibit 16.1 to the Trust’s Current Report on Form 8-K filed on September 20, 2021 (File

Consent of Cawley, Gillespie & Associates, Inc.

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Report of Cawley, Gillespie & Associates, Inc.

* Asterisk indicates exhibit previously filed with the SEC and incorporated herein by reference.

Amendment No.

Registration Rights Agreement, dated as of November 8, 2012, by and between Enduro Resource Partners LLC and Permianville Royalty

(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.

Description of Securities

Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

(Incorporated herein by reference to Exhibit 4.3

to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019 (File no.

Conveyance of Net Profits

Interest, dated November 8, 2011, by and between Enduro Operating LLC and Enduro Texas LLC.

(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.

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.

as Trustee of Enduro Royalty Trust.

(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.

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.

(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.

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.

(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.

Letter of Ernst &

Young LLP Regarding Change in Registrant’s Certifying Accountant.

(Incorporated herein by reference to Exhibit 16.1 to

the Trust’s Current Report on Form 8-K filed on September 20, 2021 (File No.

Consent of Cawley, Gillespie &

Associates, Inc.

Consent of Weaver and Tidwell, L.L.P.

Certification pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

Certification pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002

Report of Cawley, Gillespie &

Associates, Inc.

* Asterisk indicates exhibit previously filed with the SEC and

incorporated herein by reference.

Pursuant to the requirements of Section 13

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TRUST COMPANY, N.A., AS TRUSTEE

/s/ SARAH NEWELL

Vice President

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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.

What changed 10-K

Item 9A. Controls and Procedures