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Item 9A. Controls and Procedures

2025-03-19 compared with 2024-03-22 · 94 added, 121 removed, 107 unchanged (67% of the section changed)

5 unchanged sentences

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.

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

and in light of the contractual arrangements pursuant to which the Trust was created, including the provisions of (i) the Trust

Agreement and (ii) the Conveyance, the Trustee’s disclosure controls and procedures related to the Trust necessarily rely

on (A) information provided by COERT, including information relating to results of operations, the costs and revenues attributable

to the Trust’s interest under the Conveyance and other operating and historical data, plans for future operating and capital expenditures,

reserve information, information relating to projected production, and other information relating to the status and results of operations

of the Underlying Properties and the Net Profits Interest, and (B) conclusions and reports regarding reserves by the Trust’s

independent reserve engineers.

and in light of the contractual arrangements pursuant to which the Trust was created, including the provisions of (i) the Trust Agreement

and (ii) the Conveyance, the Trustee’s disclosure controls and procedures related to the Trust necessarily rely on (A) information

provided by COERT, including information relating to results of operations, the costs and revenues attributable to the Trust’s interest

under the Conveyance and other operating and historical data, plans for future operating and capital expenditures, reserve information,

information relating to projected production, and other information relating to the status and results of operations of the Underlying

Properties and the Net Profits Interest, and (B) conclusions and reports regarding reserves by the Trust’s independent reserve

in Internal Control over Financial Reporting.

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

TRUSTEE’S REPORT ON INTERNAL CONTROL

OVER FINANCIAL REPORTING

TRUSTEE’S REPORT ON INTERNAL CONTROL OVER

FINANCIAL REPORTING

The Trustee is responsible for establishing and

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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, 2023.

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, 2024.

Other Information.

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functions for the Trust adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading

arrangement, as such terms are defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

arrangement, as such terms are defined in Item 408(a) of Regulation S-K, with respect to the Trust Units.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers

and Corporate Governance.

Directors, Executive Officers and Corporate Governance.

The Trust has no directors or executive officers.

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Code of Ethics

The Trust does not have a principal executive

officer, principal financial officer, principal accounting officer or controller and has not adopted a code of ethics applicable to such

The Trust does not have a principal executive officer,

principal financial officer, principal accounting officer or controller and has not adopted a code of ethics applicable to such persons.

Insider Trading Policy

Because the Trust has no directors, officers or

employees, and because the Trustee does not have the authority under the terms of the Trust Agreement to engage in transactions in the

Trust Units on behalf of the Trust, the Trust has not adopted an insider trading policy applicable to such persons or to the Trust itself.

It is the policy of the Trustee that any transaction in Trust Units by any officer or employee of the Trustee who performs policy-making

functions for the Trust must comply with the insider trading policies of The Bank of New York Mellon Corporation, the parent corporation

of The Bank of New York Mellon Trust Company, N.A.

Executive Compensation.

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The Trust does not have a board of directors, and it does not have a compensation committee.

Security Ownership of Certain

Beneficial Owners and Management and Related Unitholder Matters.

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 Trust Units as of March 22, 2024 except as set forth below.

The following information

has been obtained from public filings with the SEC.

Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters.

(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 Trust Units as of March 19, 2025 except as set forth below.

The following information has

been obtained from public filings with the SEC.

Beneficial Owner

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1,722,300 (2)

(1) Based on a Form 4 dated August 17, 2023 filed by Permianville

Holdings LLC (“Holdings”).

The principal business office address for Holdings

is 60 Arch Street, 3 rd Floor, Greenwich, CT 06830.

(2) Based on a Schedule 13G/A filed with the SEC on June 23, 2023 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 1,507,300 Trust Units, shared

voting power with respect to 215,000 Trust Units, sole dispositive power with respect to

1,507,300 Trust Units, and shared dispositive power with respect to 215,000 Trust Units.

(1) Based on a Form 4 dated August 17, 2023 filed by Permianville Holdings LLC (“Holdings”).

The principal business

office address for Holdings is 60 Arch Street, 3 rd Floor, Greenwich, CT 06830.

(2) Based on a Schedule 13G/A filed with the SEC on June 23, 2023 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 1,507,300 Trust Units, shared voting power with respect to 215,000 Trust Units, sole dispositive

power with respect to 1,507,300 Trust Units, and shared dispositive power with respect to 215,000 Trust Units.

(b) Security Ownership of Management.

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in Part III, Item 13 of this Form 10-K.

Certain Relationships and

Related Transactions, and Director Independence.

Certain Relationships and Related Transactions, and Director Independence.

Administrative Fee.

3 unchanged sentences

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.

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.

The foregoing description

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

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

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The Trust does not have a board of directors.

Principal Accountant Fees

and Services.

Principal Accountant Fees and Services.

Trust does not have an audit committee.

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paid by the Trust for the years ended December 31, 2024 and 2023 by Weaver and Tidwell, LLP:

Audit fees (1)

Audit-related fees

All other fees

(1) 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.

Exhibit and Financial

Statement Schedules.

(1) 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.

Exhibit and Financial Statement Schedules.

(a)(1) Financial Statements

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INDEX TO EXHIBITS

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.

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.

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.

and Restated Trust Agreement of Enduro Royalty Trust, dated as of 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.

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.

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

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

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.

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.

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.

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.

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 as of 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., 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.

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 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.

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.

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.

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

Permianville Royalty

Trust Clawback Policy

of Cawley, Gillespie & Associates, Inc.

(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.

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

Permianville Royalty Trust Clawback Policy (Incorporated herein by reference to Exhibit 97.1 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

Report of Cawley, Gillespie & Associates, Inc.

* Asterisk indicates exhibit previously filed with the SEC and

5 unchanged sentences

PERMIANVILLE ROYALTY TRUST

THE BANK OF NEW YORK MELLON TRUST COMPANY,

N.A., AS TRUSTEE

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., AS TRUSTEE

/s/ SARAH NEWELL

Vice President

5 unchanged sentences

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