Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

ENDURO ROYALTY TRUST
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)		Title of each class of securities to which transaction applies:

	(2)		Aggregate number of securities to which transaction applies:

	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)		Proposed maximum aggregate value of transaction:

	(5)		Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

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On July 26, 2017, Enduro Royalty Trust issued the following statement to its unitholders.

Important Message to Unitholders

Dear Unitholder:

On August 30, 2017, Enduro Royalty Trust (NYSE: NDRO) (the “Trust”) will hold a Special Mee ti ng of unitholders to consider five proposals to approve the sale of certain oil and natural gas proper ti es (the “Dives ti ture Proper ti es”) that cons ti tute a por ti on of the proper ti es burdened by the Trust’s 80% net profits interest, the release of the net profits interest with respect to the Dives ti ture Proper ti es, and related proposals to effect the proposed transac ti ons.

The following are the characteris ti cs of the proposed transac ti ons and the Dives ti ture Proper ti es:

· The es ti mated special distribu ti on to unitholders upon approval and consumma ti on of the proposed transac ti ons is an ti cipated to be $1.18 per unit. For the year ended December 31, 2016, the Trust paid a total distribu ti on of approximately $0.26 per unit.

· The Dives ti ture Proper ti es accounted for approximately $0.003 of the $0.26 per unit distribu ti on in 2016, which represented approximately 1% of the total distribu ti on for the period.

· The sales volumes from the Dives ti ture Proper ti es to be sold represented approximately 2% of the sales volume for 2016.

The Transac ti ons & An ti cipated Distribu ti on*

Total sales price of Dives ti ture Proper ti es	$50.4 million (1)

Es ti mated 80% net proceeds to unitholders (less certain expenses & holdbacks)	$38.8 million (2)

An ti cipated distribu ti on per Trust unit (33 million Trust units outstanding)	$1.18/unit

(1) Subject to ordinary closing adjustments and retained holdback amount to cover possible indemnifica ti on obliga ti ons under the purchase and sale agreements.

(2) Includes es ti mated expenses to be incurred rela ti ng to the transac ti ons.

*Please be aware that the es ti mates in the table above are preliminary and subject to change based on numerous factors, most of which are beyond the control of the Trust and Enduro Resource Partners LLC . The amount of proceeds distributed from the sales could vary materially.

The Special Mee ti ng will consider five proposals to approve:

1) Eight transac ti ons pursuant to which:

· Enduro Opera ti ng LLC will sell its interests in the Dives ti ture Proper ti es

· The Trust will release the related net profits interest associated with the Dives ti ture Proper ti es

· The net proceeds received by the Trust with respect to each such sale will be distributed to the unitholders

2) Amendments to the Amended and Restated Trust Agreement of the Trust (the “Trust Agreement”) to permit the transac ti ons

3) Amendments to the Conveyance of Net Profits Interest to permit the transac ti ons

4) Amendments to the Trust Agreement to permit costs associated with the special mee ti ng to be paid pro rata by the Trust and Enduro Resource Partners LLC

5) An adjournment of the Special Mee ti ng, if necessary or appropriate, to permit solicita ti on of addi ti onal proxies in favor of the proposals

*** ALL OF PROPOSALS 1, 2 AND 3 ABOVE MUST BE APPROVED FOR THE SALES TRANSACTIONS TO BE APPROVED AND FOR THE SPECIAL DISTRIBUTION TO BE PAID TO YOU. ***

YOUR VOTE IS IMPORTANT — Whether or not you a tt end the Special Mee ti ng, we urge you to submit your vote promptly once you have reviewed the final proxy statement. Proposals 1, 2 and 3 will NOT be implemented unless ALL such proposals are approved by at least 75% of all outstanding units. Not vo ti ng will have the same effect as a vote against the proposals.

PLEASE VOTE TODAY!

If you have any ques ti ons or require any assistance with respect to vo ti ng your units, please contact Morrow Sodali, the Trust’s proxy
solicitor, at the phone number or email listed below:

Call Toll Free: (800) 662-5200 Email: NDRO.info@morrowsodali.com

The proxy statement filed with the Securi ti es and Exchange Commission provides you with detailed informa ti on about the proposals and related ma tt ers. You are encouraged to carefully read the en ti re proxy statement and other relevant documents filed or to be filed by the Trust with the Securi ti es and Exchange Commission in their en ti rety.