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):
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	(1)		Title of each class of securities to which transaction applies:

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On August 14, 2017, Enduro Royalty Trust issued the following statement to its unitholders.

Leading Independent Proxy Advisory Firm ISS Recommends Enduro

Royalty Trust Unitholders Vote “FOR” all Proposals

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 “Underlying Proper ti es”), 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.

On August 9, 2017, Ins ti tu ti onal Shareholder Services (“ISS”) recommended that Enduro unitholders vote “FOR” all proposals at the Special Mee ti ng. ISS is one of the leading independent proxy advisory firms in the country and its recommenda ti ons are relied upon by many major ins ti tu ti onal investment firms, mutual funds and fiduciaries throughout the world.

In its report, ISS commented that the proxy statement contained the following compelling ra ti onales for unitholders to approve the proposals:

· The Dives ti ture Proper ti es contributed only 1.2% to the distribu ti ons paid to unitholders in 2016, $0.003 of the total $0.26 per unit.

· The Dives ti ture Proper ti es comprise a small amount of 2016 proved reserves at 2.5% of all Underlying Proper ti es.

· Future development of the Dives ti ture Proper ti es would require significant investment of capital in which unitholders would indirectly incur 80% of any associated costs.

· A thorough sale process was run and the total sales price is above the mid-point of valua ti on ranges provided by two independent par 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.

The Transactions & Anticipated Distribution*

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 TRANSACTIONS WILL NOT BE IMPLEMENTED UNLESS PROPOSALS 1, 2 AND 3 ARE APPROVED BY AT LEAST 75% OF ALL OUTSTANDING UNITS. NOT VOTING WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE PROPOSALS. ***

PLEASE VOTE TODAY—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. 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.