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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2009o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                                  to


Commission File Number 1-33219



MV OIL TRUST(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

06-6554331(I.R.S. Employer
Identification No.)The Bank of New York Mellon
Trust Company, N.A., Trustee
Global Corporate Trust
919 Congress
Austin, Texas(Address of principal executive offices)

78701(Zip Code)


Registrant's
telephone number, including area code:(800) 852-1422

Securities
registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on which RegisteredUnits of Beneficial Interest

New York Stock Exchange


Securities
registered pursuant to Section 12(g) of the Act:None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)
is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o    No ý

The aggregate market value of the 8,625,000 Units of Beneficial Interest in MV Oil Trust held by non-affiliates of the registrant, computed using the
closing sales price of $14.44 on June 30, 2009, was approximately $124,545,000.

Indicate
the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of March 12, 2010, 11,500,000 Units of
Beneficial Interest in MV Oil Trust were outstanding.

Documents Incorporated By Reference:None



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TABLE OF CONTENTS



PagePART IForward-Looking Statements

1Glossary of Certain Oil and Natural Gas Terms

1Item 1.

Business

6General

6Description of the Trust Units

7Computation of Net Proceeds

10Federal Income Tax Matters

14Description of the Underlying Properties

15Item 1A.

Risk Factors

28Item 1B.

Unresolved Staff Comments

39Item 2.

Properties

39Item 3.

Legal Proceedings

39Item 4.

[Reserved]

39PART IIItem 5.

Market for the Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities

40Item 6.

Selected Financial Data

41Item 7.

Trustee's Discussion and Analysis of Financial Condition and Results of Operations

41Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

55Item 8.

Financial Statements and Supplementary Data

56Report of Independent Registered Public Accounting Firm
To the Trustee and Unitholders and MV Oil Trust

56Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

72Item 9A.

Controls and Procedures

72Report of Independent Registered Public Accounting Firm
To the Trustee and Unitholders and MV Oil Trust

74Item 9B.

Other Information

75PART IIIItem 10.

Directors, Executive Officers and Corporate Governance

75Item 11.

Executive Compensation

75Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

75Item 13.

Certain Relationships and Related Transactions, and Director Independence

76Item 14.

Principal Accounting Fees and Services

77PART IVItem 15.

Exhibits, Financial Statement Schedules

77SIGNATURES

79


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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, which we refer to as the "Form 10-K," contains forward-looking
statements about MV Partners, LLC, which we refer to herein as "MV Partners," and MV Oil Trust, which we refer to herein as the "trust," that are subject to risks and uncertainties and that are
intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended,
which we refer to as the "Exchange Act". All statements other than statements of historical fact included in this document, including, without limitation, statements under "Business" and "Risk
Factors" regarding the financial position, business strategy, production and reserve growth, and other plans and objectives for the future operations of MV Partners and the trust, are forward-looking
statements. Such statements may be influenced by factors that could cause actual outcomes and results to differ materially from those projected. Forward-looking statements are subject to risks and
uncertainties and include statements pertaining to future development activities and costs and other statements in this Form 10-K that are prospective and constitute forward-looking
statements.

When
used in this document, the words "believes," "expects," "anticipates," "intends" or similar expressions are intended to identify such forward-looking statements. The following
important factors, in addition to those discussed elsewhere in this Form 10-K, could affect the future results of the energy industry in general, and MV Partners and the trust in
particular, and could cause actual
results to differ materially from those expressed in such forward-looking statements:



This
Form 10-K describes other important factors that could cause actual results to differ materially from expectations of MV Partners and the trust, including under
the heading "Risk Factors." All written and oral forward-looking statements attributable to MV Partners or the trust or persons acting on behalf of MV Partners or the trust are expressly qualified in
their entirety by such factors.

GLOSSARY OF CERTAIN OIL AND NATURAL GAS TERMS

In this Form 10-K the following terms have the meanings specified below.

BblOne stock tank barrel, or 42 U.S. gallons liquid volume, of crude oil or other liquid hydrocarbons.

BoeOne stock tank barrel of oil equivalent, computed on an approximate energy equivalent basis that one Bbl of crude oil equals six Mcf of natural
gas and one Bbl of crude oil equals 1.54 Bbls of natural gas liquids.

Btu or British Thermal UnitThe quantity of heat required to raise the temperature of one pound of water one degree Fahrenheit.

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CompletionThe installation of permanent equipment for the production of oil or natural gas, or, in the case of a dry well, the reporting to the
appropriate authority that the well has been abandoned.

Developed AcreageThe number of acres that are allocated or assignable to productive wells or wells capable of production.

Development WellA well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be
productive.

Estimated Future Net RevenuesAlso referred to as "estimated future net cash flows." The result of applying current prices of oil, natural gas and
natural gas liquids to estimated future production from oil, natural gas and natural gas liquids proved reserves, reduced by estimated future expenditures, based on current costs to be incurred, in
developing and producing the proved reserves, excluding overhead.

Farm-in or Farm-out AgreementAn agreement under which the owner of a working interest in an oil or natural gas lease
typically assigns the working interest or a portion of the working interest to another party who desires to drill on the leased acreage. Generally, the assignee is required to drill one or more wells
in order to earn its interest in the acreage. The assignor usually retains a royalty or reversionary interest in the lease. The interest received by an assignee is a "farm-in" while the
interest transferred by the assignor is a "farm-out."

FieldAn area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature
and/or stratigraphic condition. There may be two or more reservoirs in a field that are separated vertically by intervening impervious, strata, or laterally by local geologic barriers, or by both.
Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological termsstructural
featureandstratigraphic conditionare intended to identify localized geological features as opposed to the broader terms of
basins, trends, provinces, plays, areas-of-interest, etc.

Gross Acres or Gross WellsThe total acres or wells, as the case may be, in which a working interest is owned.

MBblOne thousand barrels of crude oil or other liquid hydrocarbons.

MBoeOne thousand barrels of oil equivalent.

McfOne thousand standard cubic feet of natural gas.

MMBblsOne million barrels of crude oil or other liquid hydrocarbons.

MMBoeOne million barrels of oil equivalent.

MMcfOne million standard cubic feet of natural gas.

Net Acres or Net WellsThe sum of the fractional working interests owned in gross acres or wells, as the case may be.

Net Profits InterestA nonoperating interest that creates a share in gross production from an operating or working interest in oil and natural gas
properties. The share is measured by net profits from the sale of production after deducting costs associated with that production.

Net Revenue InterestAn interest in all oil, natural gas and natural gas liquids produced and saved from, or attributable to, a particular property,
net of all royalties, overriding royalties, net profits interests, carried interests, reversionary interests and any other burdens to which the person's interest is subject.

NGLsNatural gas liquids.

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Plugging and AbandonmentActivities to remove production equipment and seal off a well at the end of a well's economic life.

Proved Developed Non-Producing ReservesProved developed reserves expected to be recovered from zones behind casing in existing wells.

Proved Developed Oil and Gas ReservesProved Oil and Gas Reserves that can be expected to be recovered:



Proved Developed Producing ReservesProved developed reserves that are expected to be recovered from completion intervals currently open in existing
wells and capable of production to market.

Proved Oil and Gas ReservesUnder rules of the Securities and Exchange Commission for fiscal years ending on or after December 31, 2009, proved
oil and gas reserves are defined as those quantities of oil and gas that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically
produciblefrom a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulationsprior to the time at which
contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.
The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.



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Under
rules of the Securities and Exchange Commission for fiscal years ending prior to December 31, 2009, proved oil and gas reserves are defined as estimated quantities of crude
oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic
and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided only by contractual arrangements, but
not on escalations based upon future conditions.



Proved Undeveloped Oil and Gas ReservesProved Oil and Gas Reserves that are expected to be recovered from new wells on undrilled acreage, or from
existing wells where a relatively major expenditure is required for recompletion.



PV-10The present value of estimated future net revenues using a discount rate of 10% per annum.

RecompletionThe process of re-entering an existing wellbore that is either producing or not producing and completing new reservoirs in an
attempt to establish or increase existing production.

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ReservoirA porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by
impermeable rock or water barriers and is individual and separate from other reservoirs.

Standardized Measure of Discounted Future Net Cash FlowsAlso referred to herein as "standardized measure." It is the present value of estimated
future net revenues computed by discounting estimated future net revenues at a rate of 10% annually.

The
Financial Accounting Standards Board requires disclosure of standardized measure of discounted future net cash flows relating to proved oil and gas reserve quantities per accounting
literature for extractive activitiesoil and gas, as follows:



Working InterestAlso called an operating interest. The right granted to the lessee of a property to explore for and to produce and own oil, gas or
other minerals. The working interest owner bears the exploration, development and operating costs on either a cash, penalty or carried basis.

WorkoverOperations on a producing well to restore or increase production.

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PART I

Item 1.    Business.

General

MV Oil Trust, which we refer to as the "trust," was formed in August 2006, by MV Partners, LLC, which we refer to as "MV
Partners." Much of the information disclosed herein has been provided to the trust by MV Partners, including information associated with the underlying properties such as production and well counts,
major producing areas, customer relationships, competition, marketing and post-production services, and certain information on which reserve data is based.

The
trust is a statutory trust created under the Delaware Statutory Trust Act. The business and affairs of the trust are managed by The Bank of New York Mellon Trust Company, N.A., as
trustee. The trust maintains its offices at the office of the trustee, at 919 Congress Avenue, Austin, Texas 78701. The telephone number of the trustee is
1-800-852-1422. In addition, Wilmington Trust Company acts as the Delaware trustee of the trust. The Delaware trustee has only minimal rights and duties as are
necessary to satisfy the requirements of the Delaware Statutory Trust Act. The trust does not have any employees and the business and affairs of the trust are managed by The Bank of New York Mellon
Trust Company, N.A., as trustee.

The
trustee does not maintain a website for filings by the trust with the Securities and Exchange Commission, which we refer to as the "SEC." Electronic filings by the trust with the SEC
are available free of charge through the SEC's website atwww.sec.govand at www.businesswire.com/cnn/mvo.htm.

As
of December 31, 2006, the trust had no assets other than $1,000 cash and had conducted no operations other than in connection with the initial public offering of the units of
beneficial interest in the trust, which are referred to herein as the "trust units." On January 24, 2007, MV Partners and the trust completed the initial public offering of trust units. In
connection with the completion of the initial public offering of trust units, on January 24, 2007, MV Partners conveyed a term net profits interest to the trust that represents the right to
receive 80% of the net proceeds (calculated as described below) from all of MV Partners' interests in oil and natural gas properties as of January 24, 2007, which is referred to herein as the
"net profits interest." These properties are located in the Mid-Continent region in the States of Kansas and Colorado. MV Partners' net interests in such properties, after deduction of all
royalties and other burdens on production thereon as of January 24, 2007, is referred to herein as the "underlying properties." As of December 31, 2009, the underlying properties
produced predominantly oil from approximately 1,000 wells, and the projected reserve life of the underlying properties was in excess of 50 years. Based on the summary prepared by Cawley,
Gillespie & Associates, Inc., independent petroleum and geological engineers, which we refer to as "CG&A", of its reserve report as of December 31, 2009 for the trust, which is
summarized herein under "Description of the Underlying PropertiesReserves" and is referred to herein as the "reserve report," the net profits interest would entitle the trust
to receive net proceeds from the sale of production of not less than 11.5 MMBoe of proved reserves during the term of the trust, calculated as 80% of the proved reserves attributable to the underlying
properties expected to be produced during the term of the trust. Of these reserves, approximately 84% were classified as proved developed producing reserves as of December 31, 2009. Production
from the underlying properties for the year ended December 31, 2009 was approximately 98% oil and approximately 2% natural gas and natural gas liquids. The underlying properties are all located
in mature fields that are characterized by long production histories and numerous additional development opportunities to help reduce the natural decline in production from the underlying properties.

The
net profits interest will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties
and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interest). The
gross proceeds used to calculate the net

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profits
interest is based on prices realized for oil, natural gas and natural gas liquids attributable to the underlying properties for each calendar quarter during the term of the net profits
interest. MV Partners deducts from the gross proceeds all hedge payments made by MV Partners to hedge contract counterparties upon monthly settlements of existing hedge contracts and derivatives to
which MV Partners was a party as of January 24, 2007, which is referred to herein as the "hedge contracts." In addition, in connection with the conveyance of the net profits interest, on
January 24, 2007, MV Partners also assigned to the trust the right to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge
contracts. In calculating the net proceeds used to calculate the net profits interest, MV Partners deducts from the gross proceeds from the underlying properties all lease operating expenses,
maintenance expenses and capital expenditures (including the cost of workovers and recompletions, drilling costs and development costs), amounts that may be reserved for future capital expenditures
(which reserve amounts may not exceed $1.0 million in the aggregate at any given time), post-production costs and production and property taxes paid by MV Partners.

Net
proceeds payable to the trust depend upon production quantities, sales prices of oil, natural gas and natural gas liquids, and costs to develop and produce the oil, natural gas and
natural gas liquids. If at any time costs should exceed gross proceeds, neither the trust nor the trust unitholders would be liable for the excess costs; the trust, however, would not receive any net
proceeds until future net proceeds exceed the total amount of those excess costs, plus interest at the prime rate.

The
trust will make quarterly cash distributions of substantially all of its quarterly cash receipts, after deduction of fees and expenses for the administration of the trust, to holders
of its trust units during the term of the trust. The trust's first quarterly distribution consisted of an amount in cash paid by MV Partners equal to the amount that would have been payable to the
trust had the net profits interest been in effect during the period from July 1, 2006 through December 31, 2006. Furthermore, the cash payment included 80% of all amounts paid to MV
Partners from hedge contract counterparties for settlements related to the period from July 1, 2006 through December 31, 2006. As a result of the long period of time that was included in
the first quarterly distribution, subsequent quarterly distributions are likely to be less than the initial distribution. Because payments to the trust will be generated by depleting assets and the
trust has a finite life with the production from the underlying properties diminishing over time, a portion of each distribution will represent a return of the original investment in the trust units.

The
trust was created to acquire and hold the net profits interest for the benefit of the trust unitholders. The net profits interest is passive in nature and neither the trust nor the
trustee has any control over or responsibility for costs relating to the operation of the properties comprising the underlying properties. The business and affairs of the trust are managed by the
trustee, and MV
Partners and its affiliates have no ability to manage or influence the operations of the trust. The properties comprising the underlying properties for which MV Partners is designated as the operator
are currently operated on a contract operator basis by Vess Oil Corporation, which we refer to as "Vess Oil," and Murfin Drilling Company, Inc., which we refer to as "Murfin Drilling," each of
which is an affiliate of MV Energy, LLC, which we refer to as "MV Energy," the sole manager of MV Partners. MV Partners does not as a matter of course make public projections as to future
sales, earnings or other results relating to the underlying properties.

Description of the Trust Units

Each trust unit is a unit of the beneficial interest in the trust and is entitled to receive cash distributions from the trust on a pro
rata basis. Each trust unitholder has the same rights regarding each of his trust units as every other trust unitholder has regarding his units. The trust units are in book-entry form only
and are not represented by certificates. The trust had 11,500,000 trust units outstanding as of March 12, 2010.

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Distributions and Income Computations

Each quarter, the trustee will determine the amount of funds available for distribution to the trust unitholders. Available funds are
the excess cash, if any, received by the trust from the net profits interest, payments from the hedge contracts and other sources (such as interest earned on any amounts reserved by the trustee) that
quarter, over the trust's liabilities for that quarter. Available funds will be reduced by any cash the trustee decides to hold as a reserve against future liabilities. It is expected that quarterly
cash distributions during the term of the trust will be made by the trustee on or before the 25th day of the month following the end of each quarter to the trust unitholders of
record on the 15th day of the month following the end of each quarter (or the next succeeding business day).

Unless
otherwise advised by counsel or the Internal Revenue Service, which we refer to herein as the "IRS," the trustee will treat the income and expenses of the trust for each quarter
as belonging to the trust unitholders of record on the quarterly record date. For federal income tax purposes, trust unitholders must take into account items of income, gain, loss, deduction and
credit consistent with their methods of accounting and without regard to the taxable year or accounting method employed by the trust and without regard to the quarter the trust makes distributions
related to those items to the
trust unitholders. Variances between taxable income and cash distributions may occur. For example, the trustee could establish a reserve in one quarter using funds that would be included in income in
the quarter in which the reserve is created but may not result in a tax deduction or a distribution until a later quarter or possibly in a later taxable year. Similarly, the trustee could also make a
payment in one quarter that would be amortized for income tax purposes over several quarters. See "Federal Income Tax Matters."

As
publicly reported, on July 22, 2008, SemCrude, L.P., which we refer to as "SemCrude," and certain of its affiliates, including Eaglwing, L.P., which we refer to
as "Eaglwing," filed voluntarily petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. SemCrude was a counterparty to some of MV Partners' fixed price swap
contracts. Eaglwing purchased substantially all of the crude oil production of the underlying properties for the month of June 2008 and for the first 18 days of July 2008, after which date
further sales to Eaglwing were terminated. Payment for approximately $9.5 million of the June sales to Eaglwing was due by July 20, 2008, and payment for approximately
$5.9 million of the July sales to Eaglwing was due by August 20, 2008. The specified dollar amounts are associated with all production from the underlying properties, and not just the
80% portion attributable to the net profits interest held by the trust.

On
October 28, 2009, a bankruptcy judge confirmed the SemGroup Fourth Amended Plan of Reorganization, which we refer to as the "Plan." Under the Plan, producers are to recover a
portion of their undisputed allowed claims against SemCrude and certain of its affiliates, including Eaglwing, which we refer to collectively as, the "SemGroup." The amount recoverable by each
producer depends on various factors, including the dates of sale to the SemGroup. Pursuant to the Plan, producers that sold oil and gas to the SemGroup on and between July 2, 2008 and
July 22, 2008, which we refer to as the "July Sales," are to receive 100% of their undisputed allowed claims and producers that sold oil and gas to the SemGroup between June 1, 2008 and
July 1, 2008 are to receive a proportionate allocation of the remaining cash for the allowed secured producer claims.

On
December 1, 2009, the SemGroup filed with the bankruptcy court a verification that the conditions had been met for the Plan to become effective and that the settlement with
producers proposed in the Plan would be funded, and in connection therewith, emerged from bankruptcy. The Plan acknowledges that there may be disagreement between the SemGroup and the various
producers as to the amount to be paid for July Sales. The Plan requires producers to work with the court-approved producer representative to resolve any discrepancy between the amount of any claim for
July Sales filed by the producer and the amount that the SemGroup listed in its disclosure schedules to the Plan. Vess Oil and Murfin Drilling, as operators of the underlying properties, have agreed
with the bankruptcy court as to the amount of settlement due for the July Sales associated with the underlying

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properties.
Although a settlement has been reached, it is currently estimated the earliest the SemGroup will be able to forward a payment to interest owners, inclusive of MV Partners, for the claims
for July Sales will be towards the end of the first quarter or during the second quarter of 2010; however, there can be no assurance as to the timing of the actual payment. The proceeds from the sale
of oil volumes of MV Partners during June 2008 are still pending the outcome of the bankruptcy proceedings. Any
such collections will be treated as revenues for purposes of calculating the trust's net profits interest in the quarter that such collections are received.

From
July 18, 2008 until July 31, 2008, only minor amounts of crude oil production from the underlying properties were sold. On July 31, 2008, Vess Oil and Murfin
Drilling recommenced general sales of production from the underlying properties to several purchasers other than Eaglwing, including an affiliated purchaser, under short-term arrangements
using market sensitive pricing. As of August 7, 2008, field operations at the underlying properties returned to substantially normal operations, although it took until mid-August
before the marketing of crude oil production normalized to the sales process and volumes that existed prior to July 18, 2008.

As
discussed above, Eaglwing purchased substantially all of the crude oil production of the underlying properties for the month of June 2008 and for the first 18 days of July 2008
and subsequently filed for bankruptcy. Eaglwing still has not paid the purchase price for such purchases. Because of Eaglwing's bankruptcy and failure to pay for such production, the trust did not
make a fourth quarterly distribution in October 2008 and the first quarterly distribution in January 2009 was substantially impacted. See "Trustee's Discussion and Analysis of Financial Condition and
Results of Operations."

Periodic Reports

The trustee files all required trust federal and state income tax and information returns. The trustee prepares and provides the tax
information that trust unitholders need to correctly report their share of the income and deductions of the trust. The trustee also causes to be prepared and filed reports required to be filed under
the Exchange Act and by the rules of any securities exchange or quotation system on which the trust units are listed or admitted to trading, and also causes the trust to comply with the provisions of
the Sarbanes-Oxley Act, including but not limited to, by establishing, evaluating and maintaining a system of internal controls over financial reporting in compliance with the requirements of
Section 404 thereof.

Each
trust unitholder and his representatives may examine, for any proper purpose, during reasonable business hours, the records of the trust and the trustee.

Liability of Trust Unitholders

Under the Delaware Statutory Trust Act, trust unitholders are entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit
under the General Corporation Law of the State of Delaware. No assurance can be given, however, that the courts in jurisdictions outside of Delaware will give effect to such limitation.

Voting Rights of Trust Unitholders

The trustee or trust unitholders owning at least 10% of the outstanding trust units may call meetings of trust unitholders. The trust
is responsible for all costs associated with calling a meeting of trust unitholders unless such meeting is called by the trust unitholders, in which case the trust unitholders are responsible for all
costs associated with calling such meeting of trust unitholders. Meetings must be held in such location as is designated by the trustee in the notice of such meeting. The trustee must send written
notice of the time and place of the meeting and the matters to be acted upon to all of the trust unitholders at least 20 days and not more than 60 days before the meeting. Trust
unitholders representing a majority of trust units outstanding must be present or represented to have a quorum. Each trust unitholder is entitled to one vote for each trust unit owned.

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Unless otherwise required by the trust agreement, a matter may be approved or disapproved by the vote of a majority of the trust units held by the trust
unitholders at a meeting where there is a quorum. This is true even if a majority of the total trust units did not approve it. The affirmative vote of the holders of a majority of the outstanding
trust units is required to:



In
addition, certain amendments to the trust agreement may be made by the trustee without approval of the trust unitholders. The trustee must consent before all or any part of the trust
assets can be sold except in connection with the dissolution of the trust or limited sales directed by MV Partners in conjunction with its sale of underlying properties.

Duration of the Trust; Sale of the Net Profits Interest

The trust will remain in existence until the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe
have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying
properties pursuant to the net profits interest). The trust will dissolve prior to its termination if:



The
trustee would then sell all of the trust's assets, either by private sale or public auction, and distribute the net proceeds of the sale to the trust unitholders.

Computation of Net Proceeds

The provisions of the conveyance governing the computation of the net proceeds are detailed and extensive. The following information
summarizes the material information contained in the conveyance related to the computation of the net proceeds. For more detailed provisions concerning the net profits interest, you should read the
conveyance, which is referenced as an exhibit to this Form 10-K.

Net Profits Interest

The term net profits interest was conveyed to the trust by MV Partners on January 24, 2007 by means of a conveyance instrument
that has been recorded in the appropriate real property records in each county in Kansas and Colorado where the oil and natural gas properties to which the underlying properties relate are located.
The net profits interest burdens the net interests owned by MV Partners in the properties comprising the underlying properties in existence as of January 24, 2007.

The
amounts paid to the trust for the net profits interest are based on the definitions of "gross proceeds" and "net proceeds" contained in the conveyance and described below. Under the
conveyance, net proceeds are computed quarterly, and 80% of the aggregate net proceeds attributable to a computation period will be paid to the trust on or before the 25th day of
the month following the

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computation
period. MV Partners will not pay to the trust any interest on the net proceeds held by MV Partners prior to payment to the trust. The trustee will make distributions to trust unitholders
quarterly, if sufficient funds are available. See "Description of the Trust UnitsDistributions and Income Computations."

"Gross
proceeds" means:



Gross
proceeds does not include consideration for the transfer or sale of any underlying property by MV Partners or any subsequent owner to any new owner unless the net profits interest
is released (as is permitted in certain circumstances). Gross proceeds also does not include any amount for oil, natural gas or natural gas liquids lost in production or marketing or used by the owner
of the underlying properties in drilling, production and plant operations. Gross proceeds includes payments for future production if they are not subject to repayment in the event of insufficient
subsequent production.

"Net
proceeds" means gross proceeds less the following:



11

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During
each twelve-month period beginning on the later to occur of (1) June 30, 2023 and (2) the time when 13.2 MMBoe have been produced from the underlying
properties and sold (which is the equivalent of 10.6 MMBoe in respect of the net profits interest), which we refer to, in either case, as the "Capital Expenditure Limitation Date", the sum of the
capital expenditures and amounts reserved for approved capital expenditure projects for such twelve-month period may not exceed the Average Annual Capital Expenditure Amount. The "Average Annual
Capital Expenditure Amount" means the quotient of (x) the sum of the capital expenditures and amounts reserved for approved capital expenditure projects with respect to the three twelve-month
periods ending on the Capital Expenditure Limitation Date, divided by (y) three. Commencing on the Capital Expenditure Limitation Date, and each anniversary of the Capital Expenditure
Limitation Date thereafter, the Average Annual Capital Expenditure Amount will be increased by 2.5% to account for expected increased costs due to inflation.

As
is customary in the oil and natural gas industry, MV Partners pays an overhead fee to Vess Oil and Murfin Drilling to operate the underlying properties on behalf of MV Partners. The
operating activities include various engineering, accounting and administrative functions. The fee is based on a monthly charge per active operated well, which totaled $2.7 million in 2009,
$2.5 million in 2008 and $2.3 million in 2007 for all of the properties comprising the underlying properties for which MV Partners was designated as the operator. The fee is adjusted
annually and will increase or decrease each year based on changes in the year-end index of average weekly earnings of crude petroleum and natural gas workers.

In
the event that the net proceeds for any computation period is a negative amount, the trust will receive no payment for that period, and any such negative amount plus accrued interest
at the prime rate will be deducted from gross proceeds in the following computation period for purposes of determining the net proceeds for that following computation period.

Gross
proceeds and net proceeds are calculated on a cash receipts and cash disbursements basis.

Hedge Contracts

MV Partners has entered into certain hedge contracts related to the oil production from the underlying properties for the year 2010.
For the year 2010, MV Partners has entered into swap contracts at prices ranging from $63 to $69 per barrel of oil that hedge approximately 70% of expected production from the underlying properties
that are classified as proved
developed producing in the reserve report as of December 31, 2009. MV Partners has assigned to the trust the right to receive 80% of all payments payable to MV Partners from hedge contract
counterparties upon monthly settlements of the hedge contracts. Furthermore, MV Partners has not entered into any hedge contracts relating to oil volumes expected to be produced after 2010, and the
terms of the conveyance of the net profits interest prohibit MV Partners from entering into new hedging arrangements for the benefit of the trust. From January 1, 2010 through
December 31, 2010, MV Partners' crude oil price risk management positions in fixed price swap contracts cover 637,800 Bbls of oil at a weighted average price per Bbl of $65.03.

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Table of Contents

Additional Provisions

If a controversy arises as to the sales price of any production, then for purposes of determining gross
proceeds:



The
trustee is not obligated to return any cash received from the net profits interest. Any overpayments made to the trust by MV Partners due to adjustments to prior calculations of net
proceeds or otherwise will reduce future amounts payable to the trust until MV Partners recovers the overpayments plus interest at the prime rate.

The
conveyance generally permits MV Partners to transfer without the consent or approval of the trust unitholders all or any part of its interest in the underlying properties, subject to
the net profits interest. The trust unitholders are not entitled to any proceeds of a sale or transfer of MV Partners' interest unless the trust is required to sell the net profits interest as to such
interest. Following a sale or transfer, the underlying properties will continue to be subject to the net profits interest, and the net proceeds attributable to the transferred property will be
calculated as part of the computation of net proceeds described in this Form 10-K.

In
addition, MV Partners may, without the consent of the trust unitholders, require the trust to release the net profits interest associated with any lease that accounts for less than or
equal to 0.25% of the total production from the underlying properties in the prior 12 months and provided that the net profits interest covered by such releases cannot exceed, during any
12-month period, an aggregate fair market value to the trust of $500,000. These releases will be made only in connection with a sale by MV Partners of the relevant underlying properties
and are conditioned upon the trust receiving an amount equal to the fair value to the trust of such net profits interest. Any net sales proceeds paid to the trust are distributable to trust
unitholders for the quarter in which they are received.

As
the designated operator of a property comprising the underlying properties, MV Partners may enter into farm-out, operating, participation and other similar agreements to
develop the property. MV Partners may enter into any of these agreements without the consent or approval of the trustee or any trust unitholder.

MV
Partners and any transferee of an underlying property will have the right to abandon any well or property if it reasonably believes the well or property ceases to produce or is not
capable of producing in commercially paying quantities. In making such decisions, MV Partners or any transferee of an underlying property is required under the applicable conveyance to act as a
reasonably prudent operator in the State of Kansas under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the existence of the net profits
interest as a burden on such property. Upon termination of the lease, the portion of the net profits interest relating to the abandoned property will be extinguished.

MV
Partners must maintain books and records sufficient to determine the amounts payable for the net profits interest to the trust. Quarterly and annually, MV Partners must deliver to the
trustee a statement of the computation of the net proceeds for each computation period. The trustee has the right to inspect and copy the books and records maintained by MV Partners during normal
business hours and upon reasonable notice.

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Federal Income Tax Matters

The following is a summary of certain U.S. federal income tax matters that may be relevant to trust unitholders. This summary is based
upon current provisions of the Internal Revenue Code of 1986, as amended, which we refer to as the "Code," existing and proposed Treasury regulations thereunder and current administrative rulings and
court decisions, all of which are subject to changes that may or may not be retroactively applied. No attempt has been made in the following summary to comment on all U.S. federal income tax matters
affecting the trust or the trust unitholders.

The
summary is limited to trust unitholders who are individual citizens or residents of the United States. Accordingly, the following summary has limited application to domestic
corporations and persons subject to specialized federal income tax treatment such as, without limitation, tax-exempt organizations, regulated investment companies, insurance companies and
foreign persons or entities.Each trust unitholder should consult his own tax advisor with respect to his particular circumstances.

Tax
counsel to the trust advised the trust at the time of formation that, for federal income tax purposes, in its opinion the trust will be treated as a grantor trust and not as an
unincorporated business entity. No ruling has been or will be requested from the IRS with respect to the federal income tax treatment of the trust, including as to the status of the trust as a grantor
trust for such purposes. Thus, no assurance can be provided that the tax treatment of the trust would be sustained by a court if contested by the IRS or another tax authority. The remainder of the
discussion below is based on tax counsel's opinion, at the time of formation, that the trust will be classified as a grantor trust for federal income tax purposes. As a grantor trust, the trust will
not be subject to federal income tax at the trust level. Rather, each trust unitholder will be considered for federal income tax purposes to own its proportionate share of the trust's assets directly
as though no trust were in existence. The income of the trust is deemed to be received or accrued by the trust unitholder at the time such income is received or accrued by the trust, rather than when
distributed by the trust. Each trust unitholder will be subject to tax on its proportionate share of the income and gain attributable to the assets of the trust and will be entitled to claim its
proportionate share of the deductions and expenses attributable to the assets of the trust, subject to applicable limitations, in accordance with the trust unitholder's tax method of accounting and
without regard to the taxable year or accounting method employed by the trust.

The
trust will allocate items of income, gain, loss, deductions and credits to trust unitholders based on record ownership at each quarterly record date. It is possible that the IRS or
another tax authority
could disagree with this allocation method and could assert that income and deductions of the trust should be determined and allocated on a daily, prorated or other basis, which could require
adjustments to the tax returns of the trust unitholders affected by the issue and result in an increase in the administrative expense of the trust in subsequent periods.

Tax
counsel to the trust also advised the trust at the time of formation that, for federal income tax purposes, based upon representations made by MV Partners regarding the expected
economic life of the underlying properties and the expected duration of the net profits interest, in its opinion the net profits interest should be treated as a "production payment" under
Section 636 of the Code or otherwise as a debt instrument. On the basis of that advice, the trust will treat the net profits interest as indebtedness subject to Treasury regulations applicable
to contingent payment debt instruments, and by purchasing trust units, a trust unitholder will agree to be bound by the trust's application of those regulations, including the trust's determination of
the rate at which interest will be deemed to accrue on the net profits interest. No assurance can be given that the IRS or another taxing authority will not assert that the net profits interest should
be treated differently. Any such different treatment could affect the amount, timing and character of income, gain or loss in respect of an investment in trust units and could require a trust
unitholder to accrue income at a rate different than that determined by the trust.

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Table of Contents

Tax
counsel to the trust advised the trust at the time of formation that, for federal income tax purposes, in its opinion the net profits interest should not be integrated with the hedge
contracts. Although not definitively addressed by existing authorities, the federal income tax treatment of the net profits interest may be affected by the right to receive payments under the hedge
contracts. Specifically, the right to receive payments on the hedge contracts could be integrated with the net profits interest and deemed to be a source other than production for repayment of the net
profits interest, which characterization could adversely affect the treatment of the net profits interest as a production payment, and thus a debt instrument, for federal income tax purposes.

Widely Held Fixed Investment Trust Reporting Information

The trustee assumes that some trust units are held by a middleman, as such term is broadly defined in Treasury regulations (and
includes custodians, nominees, certain joint owners, and brokers holding an interest for a custodian in street name). Therefore, the trustee considers the trust to be a non-mortgage widely
held fixed investment trust ("WHFIT") for U.S. federal income tax purposes. The Bank of New York Mellon Trust Company, N.A., 919 Congress Avenue, Austin, Texas 78701, telephone
number 1-800-852-1422, is the representative of the trust
that will provide tax information in accordance with applicable Treasury regulations governing the information reporting requirements of the trust as a WHFIT.

Available Trust Tax Information

In compliance with the reporting requirements for WHFITs and the dissemination of trust tax reporting information, the trustee provides
a generic tax information reporting booklet that is intended to be used only to assist unitholders in the preparation of their 2009 federal and state income tax returns. The projected payment schedule
for the net profits interest is included with the tax information booklet. This tax information booklet can be obtained at www.businesswire.com/cnn/mvo.htm.

Description of the Underlying Properties

The underlying properties consist of MV Partners' net interests in all of its oil and natural gas properties as of January 24,
2007, which properties are located in the Mid-Continent region in the States of Kansas and Colorado. Affiliates of MV Partners are currently the operators or contract operators of
substantially all of the properties comprising the underlying properties.

MV
Partners' interests in the properties comprising the underlying properties require MV Partners to bear its proportionate share, along with the other working interest owners, of the
costs of development and operation of such properties. The properties comprising the underlying properties are burdened by non-working interests owned by third parties, consisting
primarily of royalty interests retained by the owners of the land subject to the working interests. These landowners' royalty interests typically entitle the landowner to receive 12.5% of the revenue
derived from oil and natural gas production resulting from wells drilled on the landowner's land, without any deduction for drilling costs or other costs related to production of oil and natural gas.
A working interest percentage represents a working interest owner's proportionate ownership interest in a property in relation to all other working interest owners in that property, whereas a net
revenue interest percentage is a working interest owner's percentage of production after reducing such percentage by the percentage of burdens on such production such as royalties and overriding
royalties.

Based
on the reserve report, the net profits interest would entitle the trust to receive net proceeds from the sale of production of not less than 11.5 MMBoe of proved reserves
attributable to the underlying properties expected to be produced during the term of the net profits interest, calculated as 80% of the proved reserves attributable to the underlying properties
expected to be produced during the term of the net profits interest. The reserves attributable to the underlying properties include all reserves expected to be economically produced during the life of
the properties, whereas the trust is

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Table of Contents

entitled
to only receive 80% of the net proceeds from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties during the term of the net profits
interest.

The
Mid-Continent region is a mature producing region with well-known geologic characteristics. Most of the production from the underlying properties consists of
desirable crude oil of a quality level between sweet and sour with 33 to 34 gravity averages. Most of the producing wells to which the underlying properties relate are relatively shallow, ranging from
600 to 4,500 feet, and many are completed to multiple producing zones. In general, the producing wells to which the underlying properties relate have stable production profiles and their production is
generally long-lived, often with total projected economic lives in excess of 50 years.

Reserves

The engineering departments of each of Vess Oil and Murfin Drilling, who together manage MV Partners and operate the underlying
properties, maintain oversight and compliance responsibility for the internal reserve estimate process and, in accordance with internal policies and procedures, provide appropriate data to independent
third party engineers for the annual estimation of year-end reserves. These engineering departments accumulate historical production data for the underlying properties, calculate
historical lease operating expenses and differentials, update working interests and net revenue interests, and obtain logs, 3-D seismic and other geological and geophysical information
from the engineering department of MV Partners. This data is forwarded to CG&A, thereby allowing CG&A to prepare estimated proved reserves in their entirety based on such data.

Estimates
of the proved oil and gas reserves attributable to the trust as of December 31, 2006, 2007, 2008 and 2009 are based on reports of CG&A. CG&A has been in business since
1961 and serves many organizations and individuals in the petroleum industry, including owners and operators of oil and gas properties, exploration groups, planners, and professionals in investment
and finance. One of the principal businesses of CG&A is providing detailed assessment of producing reservoirs. CG&A is an independent firm of petroleum engineers, geologists, geophysicists and
petrophysicists and does not own an interest in the underlying properties and is not employed on a contingent basis. Mr. W. Todd Brooker, Vice President, is the technical person at CG&A who is
primarily responsible for overseeing CG&A's preparation of the reserve estimates. Mr. Brooker is a graduate of the University of Texas at
Austin with a Bachelor of Science degree in Petroleum Engineering and has 18 years of experience in petroleum engineering. He is a licensed professional engineer in the State of Texas (License
#83462).

In
December 2008, the SEC released the final rule for "Modernization of Oil and Gas Reporting." The new rule requires disclosure of oil and gas proved reserves by significant geographic
area, using the 12-month average beginning-of-month price for the year, rather than year-end prices, and allows the use of reliable technologies to
estimate proved oil and gas reserves, if those technologies have been demonstrated to result in reliable conclusions about reserves volumes. In addition, companies are required to report on the
independence and qualifications of its reserves preparer or auditor, and file reports when a third party is relied upon to prepare reserves estimates or conduct a reserves audit. Reserve and related
information for 2009 is presented consistent with the requirements of the new rule. The new rule does not allow prior-year reserve information to be restated, so all information related to
periods prior to 2009 is presented consistent with prior SEC rules for the estimation of proved reserves.

The
discounted estimated future net revenues presented below were prepared using assumptions required by the SEC. Except to the extent otherwise described below, these assumptions
include the use of prices for oil, natural gas and natural gas liquids for the reserve report dated December 31, 2009, of $53.96 per Bbl of oil, $3.51 per Mcf of natural gas and $33.87 per Bbl
of natural gas liquids, net of pricing differentials, as well as costs for estimated future development and production expenditures to produce the proved reserves as of December 31, 2009.
Because oil, natural gas and natural gas liquid prices are influenced by many factors, use of average prices for the reserve report dated December 31, 2009, as required by the SEC, may not be
the most accurate basis for estimating

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Table of Contents

future
revenues of reserve data. Future net cash flows are discounted at an annual rate of 10%. There is no provision for federal or state income taxes with respect to the future net cash flows
attributable to the underlying properties because future net revenues are not subject to taxation at the trust level.

Proved Reserves of MV Oil Trust.The following table sets forth, as of December 31, 2009, estimated proved reserves attributable
to the trust
derived from the reserve report. A summary of the reserve report is included below.

Oil
(MBbls)

Natural gas
(MMcf)

Natural gas
liquids
(MBbls)

Oil equivalents
(MBoe)Proved Developed


7,397


582


31


7,514Proved Undeveloped


1,286








1,286Total Proved


8,683


582


31


8,800


Information
concerning historical changes in net proved reserves attributable to the trust, and the calculation of the standardized measure of discounted future net revenues related
thereto, is contained in Note K to the financial statements of the trust included in this Form 10-K. MV Partners has not filed reserve estimates covering the underlying
properties with any other federal authority or agency.

The
following table summarizes the changes in estimated proved reserves of the trust for the periods indicated.

MV Oil TrustOil
(MBbl)

Natural Gas
(MMcf)

Natural Gas
Liquids
(MBbl)

Oil Equivalents
(MBoe)Proved Reserves:Balance, December 31, 2006(1)


11,076


923


70


11,275Revisions, extensions, discoveries and additions


(119
)

(16
)

(21
)

(135
)Production


(787
)

(80
)

(4
)

(803
)Balance, December 31, 2007


10,170


827


45


10,337Revisions, extensions, discoveries and additions


(48
)

101


(7
)

(36
)Production


(770
)

(81
)

(4
)

(786
)Balance, December 31, 2008


9,352


847


34


9,515Revisions, extensions, discoveries and additions


87


(196
)

1


55Production


(756
)

(69
)

(4
)

(770
)Balance, December 31, 2009


8,683


582


31


8,800Proved Developed Reserves:Balance, December 31, 2006


9,555


923


70


9,755Balance, December 31, 2007


8,730


827


45


8,897Balance, December 31, 2008


7,998


847


34


8,161Balance, December 31, 2009


7,397


582


31


7,514Proved Undeveloped Reserves:Balance, December 31, 2006


1,521








1,521Balance, December 31, 2007


1,440








1,440Balance, December 31, 2008


1,354








1,354Balance, December 31, 2009


1,286








1,286


(1)The
conveyance of the net profits interest took place on January 24, 2007, however the reserves are presented as of December 31, 2006. The
trust also received revenue associated with the production for the months of July through December 2006.


The
reserves above represent the trust's 80% net profits interest in the underlying properties for the remainder of the term of the trust.

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Table of Contents

The following table sets forth the estimates of total proved reserves and forecasts of economics attributable to the underlying properties as of
December 31, 2009 for the remainder of the term of the trust, as presented in the summary prepared by CG&A of its reserve report as of December 31, 2009 for the trust. The estimates of
proved reserves have not been filed with or included in reports to any federal authority or agency. The discounted cash flow value shown in the table is not intended to represent the current market
value of the trust's estimated oil and natural gas reserves.

Proved
Developed
Producing

Proved
Developed
Non-Producing

Proved
Undeveloped

Total
Proved(dollars in thousands)Net ReservesOil (MBbl)


9,153.3


92.7


1,607.8


10,854.0Gas (MMcf)


590.0


137.3


0.0


727.3NGL (MBbl)


39.0


0.0


0.0


39.0RevenueOil

$
494,003.6

$
5,013.8

$
86,706.4

$
585,723.8Gas


2,163.1


387.9


0.0


2,551.1NGL


1,319.2


0.0


0.0


1,319.2Severance Taxes


2,988.4


244.1


3,824.1


7,056.6Ad Valorem Taxes


14,885.0


157.0


2,594.1


17,636.1Operating Expenses


169,350.3


1,379.0


16,568.0


187,297.2Workover Expenses


12,767.8


0.0


0.0


12,767.8COPAS


34,191.4


148.2


1,769.8


36,109.3Investments


0.0


1,139.0


14,915.0


16,054.080% NPI Net Operating Income(1)

$
210,642.5

$
1,867.5

$
37,628.4

$
250,138.480% Net Profits Interest (NPI)(2)

$
126,060.5

$
937.6

$
19,867.8

$
146,865.9


(1)Before
interest and taxes.(2)Discounted
at 10%.


The
net profits interest entitles the trust to receive 80% of the net proceeds attributable to MV Partners' interest from the sale of production from the underlying properties. The net
profits interest will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold, and the
trust will soon thereafter wind up its affairs and terminate. For the reserve report, CG&A estimated that the trust would terminate June 30, 2026 based on the calculation that 14.4 MMBoe would
have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying
properties pursuant to the net profits interest) prior to this date.

Oil
and gas prices were adjusted to a WTI Cushing oil price of $61.18 per Bbl and a Henry Hub natural gas price of $3.833 per MMbtu. As specified by the SEC, these prices are
12-month averages based upon the price on the first day of each month during 2009. The price adjustments were based on oil price differentials forecast at -$7.25 per Bbl for
all properties. Oil price differentials were not escalated. Gas and NGL price differentials were forecast on a per property basis as provided by MV Partners and were also not escalated. Price
differentials include adjustments for transportation and basis differential. Gas prices were further adjusted with a heating value (Btu content) applied on a per-property basis. Operating
expenses, workover expenses, COPAS overhead charges and investments were forecast on a per property basis as furnished by MV Partners. Workover expenses were forecast at

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Table of Contents

$92.00
per month per net well for all producing properties. Expenses and investments were held constant in accordance with SEC rules and guidelines. Severance tax rates were applied at normal state
percentages of oil and gas revenue, except for those Kansas producing properties that are severance tax exempt. Ad valorem taxes of 3.0% of total revenue were applied to each property as provided by
MV Partners. Oil and gas conservation tax rates were applied to all Kansas properties at the applicable rates.

The
estimates of proved oil and natural gas reserves attributable to the underlying properties are based on estimates prepared by CG&A. Rules and guidelines established by the SEC
regarding the present value of future net revenues were used to prepare these reserve estimates. Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations
of oil and natural gas that cannot be measured in an exact way, and estimates of other engineers might differ materially from those included in the report. The accuracy of any reserve estimate is a
function of the quality of available data and engineering, and estimates may justify revisions based on the results of drilling, testing, and production activities. Accordingly, reserve estimates are
inherently imprecise and should not be construed as representing the actual quantities of future production or cash flows to be realized from oil and natural gas properties or the fair market value of
such properties.

Producing Acreage and Well Counts

For the following data, "gross" refers to the total wells or acres in which MV Partners owns a working interest and "net" refers to
gross wells or acres multiplied by the percentage working interest owned by MV Partners. Although many of MV Partners' wells produce both oil and natural gas, a well is categorized as an oil well or a
natural gas well based upon the ratio of oil to natural gas production.

The
underlying properties are interests in developed properties located in oil and natural gas producing regions of Kansas and eastern Colorado. The following is a summary of the
approximate acreage of the underlying properties at December 31, 2009.

Gross

Net(acres)Developed Acreage:El Dorado Area


15,405


15,393Northwest Kansas Area


11,885


11,840Other


20,350


16,649Total


47,640


43,882Undeveloped Acreage:El Dorado Area





Northwest Kansas Area





Other





Total








The
following is a summary of the producing wells on the underlying properties as of December 31, 2009:

Operated
Wells

Non-Operated
Wells

TotalGross

Net

Gross

Net

Gross

NetOil


933


914


65


9


998


923Natural gas


5


4


1





6


4Total


938


918


66


9


1,004


927


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Table of Contents

The
following is a summary of the number of developmental wells drilled by MV Partners on the underlying properties during the last three years. MV Partners did not drill any exploratory
wells during the periods presented.

Year Ended December 31,2007

2008

2009Gross

Net

Gross

Net

Gross

NetCompleted:Oil wells


12


12


11


11


11


11Natural gas wells

















Non-productive


4


3











Total


16


15


11


11


11


11


During
the years ended December 31, 2007, 2008 and 2009, MV Partners drilled, completed and commenced production with respect to 12, 11 and 11 wells, respectively, on the
underlying properties. As of December 31, 2009, no wells were being drilled. Capital expenditures associated with proved undeveloped reserves for the year ended December 31, 2009, were
$1.96 million. MV Partners continues to develop further proved undeveloped reserves pursuant to its planned development and workover program. See "Trustee's Discussion and Analysis of Financial
Condition and Results of OperationsPlanned Development and Workover Program."

The
following table shows the average sales prices per Bbl of oil and Mcf of natural gas produced and the production costs and production and property taxes per Boe for the underlying
properties. Sales volumes for natural gas liquids during the periods presented were not significant. Average prices do not include the effect of hedge and other derivative activity.

Year Ended December 31,2007

2008

2009Sales prices:Oil (per Bbl)

$
66.96

$
94.88

$
54.82Natural gas (per Mcf)

$
5.58

$
6.44

$
2.80Lease operating expense (per Boe)

$
12.74

$
15.26

$
14.49Lease maintenance (per Boe)

$
1.94

$
1.59

$
1.49Lease overhead (per Boe)

$
2.39

$
2.69

$
2.87Production and property taxes (per Boe)

$
2.42

$
3.25

$
2.28


Major Producing Areas

Approximately 62% of the net acres included in the underlying properties are located in the El Dorado Area, which is located in
southeastern Kansas, and in the Northwest Kansas Area. The properties comprising the underlying properties are all located in mature fields that are characterized by long production histories. The
properties provide continual workover and developmental opportunities which MV Partners has pursued to reduce the natural decline in production from the underlying properties.

El Dorado Area

The properties comprising the underlying properties located in the El Dorado Area are operated on behalf of MV Partners by Vess Oil and
are located in the El Dorado, Augusta and the Valley Center Fields. Vess Oil has actively pursued infill drilling, well re-entries, plugback and deepening recompletion operations, various
types of restimulation work and equipment optimization programs to reduce the natural decline in production from these fields.

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Table of Contents

El Dorado Field.The El Dorado Field is located atop the Nemaha Ridge in Central Butler County, Kansas and was first discovered in
1915. Up to 15
horizons have been reported to contain hydrocarbons, ranging from the Admire Sands, at a depth of 650 feet, to the Arbuckle Dolomite, at a depth of 2,500 feet. The primary producing intervals are the
Admire, Lansing-Kansas City, Viola, Simpson and Arbuckle. Cumulative production of all producers from the El Dorado Field has exceeded 300 MMBbls of oil with production peaking between 1916 and 1918
at 116,000 Bbls per day in 1918.

Augusta Field.The Augusta Field is on a trend similar to the nearby El Dorado Field and strikes northeast parallel to the Nemaha
Ridge. The field
was first discovered in 1914 and covers approximately 10 square miles of Butler County, Kansas. The primary producing interval has been the Arbuckle with additional production coming from the Simpson
and Lansing-Kansas City intervals.
Cumulative production of all producers from the Augusta Field has exceeded 48 MMBbls of oil. The Augusta Field is largely an extension of the El Dorado Field and has very similar geological
characteristics.

Vess
Oil has maintained constant activity in these fields to increase production. Vess Oil plans to drill additional infill developmental wells in the Arbuckle, Lansing-Kansas City,
Simpson and Whitecloud intervals in the El Dorado area during the next five years. Vess Oil also plans to maintain its annual recompletion and workover program over the next five years. Vess Oil has
commenced a waterflood program to enhance production from the Whitecloud formation. Vess Oil completed four active injection wells in 2008 and plans to convert additional wells as the infill
developmental drilling program proceeds.

Valley Center Field.The Valley Center Field was first discovered in 1928 and covers approximately 60 square miles of Sedgwick County,
Kansas.
Production is primarily from the Viola interval, which is located at an average depth of 2,500 feet. Cumulative production of all producers from the Valley Center Field has exceeded 25 MMBbls of oil.
The Valley Center Field has similar geological characteristics as the El Dorado Field.

Northwest Kansas Area

Each of Vess Oil and Murfin Drilling operate leases on behalf of MV Partners included in the properties comprising the underlying
properties that are located in the Northwest Kansas Area. The primary fields in this area are the Bemis-Shutts, Trapp, Ray and Hansen Fields. Vess Oil and Murfin Drilling have actively pursued polymer
treatments, stimulation workovers and recompletion operations to reduce the natural decline in production from these fields.

Bemis-Shutts Field.The Bemis-Shutts Field is located on the Fairport Anticline within the Central Kansas Uplift and was first
discovered in 1928.
The field consists of 17,080 acres in northeastern Ellis and southeastern Rooks Counties, Kansas. Production has been from multiple pay zones with the primary formation being the Arbuckle interval at
a depth of 3,300 feet and the Lansing-Kansas City interval at a depth of 2,800 feet. Cumulative production of all producers from the Bemis-Shutts Field has exceeded 248 MMBbls of oil.

Both
Vess Oil and Murfin Drilling have pursued polymer treatment programs with success in the Bemis-Shutts Field and plan to continue these workovers. MV Partners has continued to
acquire 3-D seismic surveys over portions of the field to further define the boundaries of the
Arbuckle structure in the field and to evaluate undrilled infill locations. This data is processed as received and currently there are over 17 potential infill drilling locations that have been
identified. MV Partners plans to drill these locations over the next five years.

Trapp Field.The Trapp Field consists of 35,900 acres in Russell and Barton Counties, Kansas and was first discovered in 1929.
Production has
primarily been from the Lansing-Kansas City and Shawnee

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limestones
and the Arbuckle dolomite. Cumulative production of all producers from the Trapp Field has exceeded 239 MMBbls of oil.

Hansen and Ray Fields.The Hansen Field is located along the crest of the Stuttgart-Huffstutor Anticline and was first discovered in
1943. Production
from this field has primarily come from the Lansing-Kansas City limestone. Cumulative production of all producers from the Hansen Field has exceeded 9.2 MMBbls of oil.

The
Ray Field is located on the eastern flank of the Central Kansas Uplift and was first discovered in 1940. Production has primarily been from the Arbuckle dolomite and the Gorham sands
with additional production from the Lansing-Kansas City interval along the eastern flank of the field. Cumulative production of all producers from the Ray Field has exceeded 18 MMBbls of oil.

The
Hansen and Ray Fields consist of over 7,000 acres in Philips and Norton Counties, Kansas.

Murfin
Drilling operates the leases held by MV Partners in the Trapp, Hansen and Ray Fields. Murfin Drilling has informed the trustee that it plans to drill and workover and recomplete
additional wells, including acid stimulations, over the next five years.

Marketing and Post-Production Services

Pursuant to the terms of the conveyance that created the net profits interest, MV Partners has the responsibility to market, or cause
to be marketed, the oil, natural gas and
natural gas liquid production attributable to the underlying properties. The terms of the conveyance that created the net profits interest do not permit MV Partners to charge any marketing fee when
determining the net proceeds upon which the net profits interest are calculated. As a result, the net proceeds to the trust from the sales of oil, natural gas and natural gas liquid production from
the underlying properties are determined based on the same price that MV Partners receives for oil, natural gas and natural gas liquid production attributable to MV Partners' remaining interest in the
underlying properties.

During
the year ended December 31, 2007 and the first seven months of 2008, MV Partners sold all of its oil production to third-party crude oil purchasers, including to three oil
refineries located in McPherson, El Dorado and Coffeyville, Kansas, at market prices. A substantial portion of the crude oil produced from the underlying properties was sold to Eaglwing. Eaglwing
purchased substantially all of the crude oil production of the underlying properties for the month of June 2008 and for the first 18 days of July 2008, after which date further sales to
Eaglwing were terminated. On July 22, 2008, SemCrude and certain of its affiliates, including Eaglwing, filed voluntarily petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code. The members of MV Energy and certain members of MV Partners' other member, VAP-I, LLC, including each of Messrs. Vess and Murfin, own minority
interests in Eaglwing and SemCrude.

Beginning
July 18, 2008, substantially all of the production from the underlying properties went into on-location storage tanks and a portion of the oil production was
shut-in pending resolution of the marketing process for the production. As of July 31, 2008, Vess Oil and Murfin Drilling recommenced general sales of production from the underlying
properties, to several purchasers other than Eaglwing, including MV Purchasing, LLC, which we refer to as "MV Purchasing," under short-term arrangements using market sensitive
pricing. MV Purchasing is majority owned by the indirect equity owners of MV Partners. These sales to purchasers are now under terms ranging from one month to six months, using market sensitive
pricing. Since mid-August 2008, three purchasers, including MV Purchasing, have been purchasing substantially all of the crude oil production, and a substantial portion of the crude oil
production may be acquired by one or more single purchasers. For the year ended December 31, 2009, MV Purchasing purchased 71% of the production from the underlying properties. MV Partners does
not believe that loss of any of these parties as a purchaser would have a material adverse impact on the business of MV Partners, as substitute purchasers are generally available; however, a
purchaser's failure

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to
pay for purchased crude oil could have a significant adverse impact on MV Partners' business. For the year ended December 31, 2008, Eaglwing and MV Purchasing purchased 60% and 13%,
respectively, of the production from the underlying properties. For the year ended December 31, 2007, Eaglwing purchased 93% of the production from the underlying properties.

Oil
production is typically transported by truck from the field to the closest gathering facility or refinery. MV Partners sells the majority of the oil production from the underlying
properties under short-term arrangements using market sensitive pricing. The price received by MV Partners for the oil production from the underlying properties is usually based on the
NYMEX price applied to equal daily quantities on the month of delivery that is then reduced for differentials based
upon delivery location and oil quality. The average differential for oil production during the years ended December 31, 2007, 2008 and 2009 were $4.66, $5.54 and $7.01 per barrel, respectively.

All
natural gas produced by MV Partners is marketed and sold to third-party purchasers. The natural gas is sold on a contract basis and, in all but one case, the contracts are in their
secondary terms and are on a month-to-month basis. In all cases, the contract price is based on a percentage of a published regional index price, after adjustments for Btu
content, transportation and related charges.

Sale and Abandonment of Underlying Properties

MV Partners and any transferee of any of the underlying properties will have the right to abandon its interest in any well or property
comprising a portion of the underlying properties if, in its opinion, such well or property ceases to produce or is not capable of producing in commercially paying quantities. To reduce or eliminate
the potential conflict of interest between MV Partners and the trust in determining whether a well is capable of producing in commercially paying quantities, MV Partners is required under the
conveyance to act as a reasonably prudent operator in the State of Kansas under the same or similar circumstances would act if it were acting with respect to its own properties, disregarding the
existence of the net profits interest as a burden on such property. For the years ended December 31, 2007, 2008 and 2009, MV Partners plugged and abandoned 26, six and 16 wells, respectively,
based on its determination that such wells were no longer economical to operate or restore to production.

MV
Partners generally may sell all or a portion of its interests in the underlying properties, subject to and burdened by the net profits interest, without the consent of the trust
unitholders. In addition, MV Partners may, without the consent of the trust unitholders, require the trust to release the net profits interest associated with any lease that accounts for less than or
equal to 0.25% of the total production from the underlying properties in the prior 12 months and provided that the net profits interest covered by such releases cannot exceed, during any
12-month period, an aggregate fair market value to the trust of $500,000. These releases will be made only in connection with a sale by MV Partners of the relevant underlying properties
and are conditioned upon the trust receiving an amount equal to the fair value to the trust of such net profits interest. Any net sales proceeds paid to the trust are distributable to trust
unitholders for the quarter in which they are received.

Title to Properties

The properties comprising the underlying properties are subject to certain burdens that are described in more detail below. To the
extent that these burdens and obligations affect
MV Partners' rights to production and the value of production from the underlying properties, they have been taken into account in calculating the trust's interests and in estimating the size and the
value of the reserves attributable to the underlying properties.

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MV
Partners' interests in the oil and natural gas properties comprising the underlying properties are typically subject, in one degree or another, to one or more of the
following:



MV
Partners has informed the trustee that MV Partners believes that the burdens and obligations affecting the properties comprising the underlying properties are conventional in the
industry for similar properties. MV Partners also has informed the trustee that MV Partners believes that the existing burdens and obligations do not, in the aggregate, materially interfere with the
use of the underlying properties and do not materially adversely affect the value of the net profits interest.

MV
Partners acquired the underlying properties in two transactions, the first of which was in 1998 when it acquired a substantial portion of the underlying properties from a major oil
and gas company and the second of which was in 1999 when it acquired the remaining portion of the underlying properties from a large independent oil and gas company. At the time of its acquisition of
the underlying properties, MV Partners undertook a thorough title examination of the underlying properties.

MV
Partners has recorded the conveyance of the net profits interest in Kansas in the real property records in each Kansas county where the properties are located. MV Partners has
informed the trustee that MV Partners believes that the delivery and recording of the conveyance constituted fully conveyed and vested property interests in the trust under Kansas law. Although no
assurance can be given, MV Partners has informed the trustee that MV Partners believes that, if, during the term of the trust, MV Partners becomes involved as a debtor in a bankruptcy proceeding, the
conveyance of the net profits interest, as vested and recorded property interests, cannot be avoided by a bankruptcy trustee. If in such a proceeding a determination were made that the conveyance
constitutes an executory contract and the net profits interest is not a fully conveyed property interest under the laws of Kansas, and if such contract were not to be assumed in a bankruptcy
proceeding involving MV Partners, the trust would be treated as an unsecured creditor of MV Partners with respect to such net profits interest in the pending bankruptcy proceeding.

Oil
and gas leases are real property interests under Colorado law. Net profits interests are non-operating, non-possessory interests carved out of the oil and gas
leasehold estate, but Colorado courts have not directly determined whether a net profits interest is a real or a personal property

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interest.
MV Partners has informed the trustee that MV Partners believes that it is possible that the net profits interest may not be treated as a real property interest under the laws of Colorado. MV
Partners has recorded the conveyance of the net profits interest in the real property records of Colorado in accordance with local recording acts. MV Partners has informed the trustee that MV Partners
believes that, if, during the term of the trust, MV Partners becomes involved as a debtor in a bankruptcy proceeding, the net profits interest relating to the underlying properties located in Colorado
should be treated as a fully conveyed personal property interest under the laws of Colorado. In such a proceeding, however, a determination could be made that the conveyance constitutes an executory
contract and the net profits interest is not a fully conveyed personal property interest under the laws of Colorado, and if such contract were not to be assumed in a bankruptcy proceeding involving MV
Partners, the trust would be treated as an unsecured creditor of MV Partners with respect to such net profits interest in the pending bankruptcy proceeding. Although no assurance can be given, MV
Partners does not believe that the conveyance of the net profits interest relating to the underlying properties located in Colorado should be subject to rejection in a bankruptcy proceeding as an
executory contract.

Competition and Markets

The oil and natural gas industry is highly competitive. MV Partners competes with major oil and natural gas companies and independent
oil and natural gas companies for oil and natural gas, equipment, personnel and markets for the sale of oil and natural gas. Many of these competitors are financially stronger than MV Partners, but
even financially troubled competitors can affect the market because of their need to sell oil and natural gas at any price to attempt to maintain cashflow. The trust is subject to the same competitive
conditions as MV Partners and other companies in the oil and natural gas industry.

Oil
and natural gas compete with other forms of energy available to customers, primarily based on price. These alternate forms of energy include electricity, coal and fuel oils. Changes
in the availability or price of oil, natural gas or other forms of energy, as well as business conditions, conservation, legislation, regulations and the ability to convert to alternate fuels and
other forms of energy may affect the demand for oil and natural gas.

Future
price fluctuations for oil, natural gas and natural gas liquids will directly impact trust distributions, estimates of reserves attributable to the trust's interests and estimated
and actual future net revenues to the trust. In view of the many uncertainties that affect the supply and demand for oil
and natural gas, neither the trust nor MV Partners can make reliable predictions of future oil and natural gas supply and demand, future product prices or the effect of future product prices on the
trust.

Environmental Matters and Regulation

General.The operations of the properties comprising the underlying properties are subject to stringent and complex federal, state and
local laws and
regulations governing environmental protection as well as the discharge of materials into the environment. These laws and regulations may, among other things:



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These laws, rules and regulations may also restrict the rate of oil and natural gas production below the rate that would otherwise be possible. The regulatory
burden on the oil and natural gas industry increases the cost of doing business in the industry and consequently affects profitability. Additionally, Congress and federal and state agencies frequently
revise environmental laws and regulations, and any changes that result in more stringent and costly waste handling, disposal and cleanup requirements for the oil and natural gas industry could have a
significant impact on the operating costs of the properties comprising the underlying properties.

The
following is a summary of the existing laws, rules and regulations to which the operations of the properties comprising the underlying properties are subject that are material to the
operation of the underlying properties.

Waste Handling.The Resource Conservation and Recovery Act, or RCRA, and comparable state statutes, regulate the generation,
transportation,
treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Under the auspices of the federal Environmental Protection Agency, or EPA, the individual states administer
some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. Drilling fluids, produced waters and most of the other wastes associated with the
exploration, development and production of crude oil or natural gas are currently regulated under RCRA's non-hazardous waste provisions. However, it is possible that certain oil and
natural gas exploration and production wastes now classified as
non-hazardous could be classified as hazardous wastes in the future. Any such change could result in an increase in the costs to manage and dispose of wastes, which could have a material
adverse effect on the cash distributions to the trust unitholders.

Comprehensive Environmental Response, Compensation and Liability Act.The Comprehensive Environmental Response, Compensation and
Liability Act, or
CERCLA, also known as the Superfund law, imposes joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release
of a hazardous substance into the environment. These persons include the owner or operator of the site where the release occurred, and anyone who disposed or arranged for the disposal of a hazardous
substance released at the site. Under CERCLA, such persons may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the
environment, for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other third-parties to file claims for
personal injury and property damage allegedly caused by the hazardous substances released into the environment.

The
properties comprising the underlying properties may have been used for oil and natural gas exploration and production for many years. Although MV Partners believes that it has
utilized operating and waste disposal practices that were standard in the industry at the time, hazardous substances, wastes or hydrocarbons may have been released on or under the properties, or on or
under other locations, including off-site locations, where such substances have been taken for disposal. In addition, the properties comprising the underlying properties may have been
operated by third parties or by previous owners or operators whose treatment and disposal of hazardous substances, wastes or hydrocarbons was not under MV Partners' control. These properties and the
substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws. Under such laws, MV Partners could be required to remove previously disposed substances and wastes,
remediate contaminated property, or perform remedial plugging or pit closure operations to prevent future contamination.

Water Discharges.The Federal Water Pollution Control Act, or the Clean Water Act, and analogous state laws, impose restrictions and
strict controls
with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States. The discharge of pollutants into regulated waters is prohibited,
except in accordance with the terms of a permit issued by

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the
EPA or an analogous state agency. Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other
requirements of the Clean Water Act and analogous state laws and regulations.

The
Oil Pollution Act of 1990, or the OPA, as amended, which amends the Clean Water Act, imposes strict liability on owners and operators of facilities that are the site of a release of
oil into waters of the United States. OPA and its associated regulations impose a variety of requirements on responsible parties related to the prevention of oil spills and liability for damages
resulting from such spills.

Air Emissions.The Federal Clean Air Act, and comparable state laws, regulate emissions of various air pollutants through air emissions
permitting
programs and the imposition of other requirements. In addition, the EPA has developed, and continues to develop, stringent regulations governing emissions of toxic air pollutants at specified sources.
Federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with air permits or other requirements of the federal Clean Air Act and
associated state laws and regulations.

Climate Change.The Kyoto Protocol to the United Nations Framework Convention on Climate Change became effective in February 2005.
Under the
Protocol, participating nations are required to implement programs to reduce emissions of certain gases, generally referred to as greenhouse gases, that are suspected of contributing to global
warming. The United States is not currently a participant in the Protocol, and Congress has considered recent proposed legislation directed at reducing greenhouse gas emissions and President Obama has
indicated his support for legialstion aimed at reduing greenhouse gases. There has been support in various regions of the country for legislation that requires reductions in greenhouse gas emissions,
and some states have already adopted legislation addressing greenhouse gas emissions from various sources, primarily power plants. Kansas and Colorado have joined Western Climate Initiative or WCI, a
regional organization that is examining measures to reduce greenhouse gas emissions. In 2007, the U.S. Supreme Court held inMassachusetts, et al. v.
EPAthat greenhouse gases are an "air pollutant" under the federal Clean Air Act and, thus, subject to future regulation. The oil and natural gas industry is a direct source of
certain greenhouse gas emissions, namely carbon dioxide and methane, and future restrictions on such emissions could impact the future operations of the properties comprising the underlying
properties. The EPA is moving forward to regulate greenhouse gases. To date, the EPA has issued (i) a "Mandatory Reporting of Greenhouse Gases" final rule, effective December 29, 2009,
which establishes a new comprehensive scheme requiring operators of stationary sources in the United States emitting more than established annual thresholds of carbon dioxide-equivalent greenhouse
gases to inventory and report their greenhouse gas emissions annually; and (ii) an "Endangerment Finding" final rule, effective January 14, 2010, which states that current and projected
concentrations of six key greenhouse gases in the atmosphere, as well as emissions from new motor vehicles and new motor vehicle engines, threaten public health and welfare, allowing the EPA to
finalize motor vehicle greenhouse gas standards. According to the EPA, the final motor vehicle greenhouse gas standards will trigger construction and operating permit requirements for stationary
sources. As a result, the EPA has proposed to tailor these programs such that only large stationary sources will be required to have air permits that authorize greenhouse gas emissions. Laws,
regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative
impact on the future operations of MV Partners if such laws, regulations, treaties or international agreements reduce the worldwide demand for oil and natural gas or otherwise result in reduced
economic activity generally. In addition, such laws, regulations, treaties or international agreements could result in increased compliance costs or additional operating restrictions, which may have a
negative impact on MV Partners' operations. In addition to potential impacts on MV Partners' operations directly or indirectly resulting from climate-change legislation or regulations, MV Partners'
operations also could be negatively affected by climate-change related physical changes or changes in

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weather
patterns. At this time, it is not possible to estimate accurately how potential future laws or regulations addressing greenhouse gas emissions would impact the operations of MV Partners.

The
operations of the properties comprising the underlying properties are not adversely impacted by the current state and local climate change initiatives and, at this time, it is not
possible to accurately estimate how potential future laws or regulations addressing greenhouse gas emissions would impact the operations of the properties.

OSHA and Other Laws and Regulation.MV Partners is subject to the requirements of the federal Occupational Safety and Health Act, or
OSHA, and
comparable state statutes. The OSHA hazard communication standard, the EPA community right-to-know regulations under the Title III of CERCLA and similar state statutes require
that MV Partners organize and/or disclose information about hazardous materials used or produced in its operations. MV Partners believes that it is in substantial compliance with these applicable
requirements and with other OSHA and comparable requirements.

MV
Partners believes that it is in substantial compliance with all existing environmental laws and regulations applicable to the current operations of the properties comprising the
underlying properties and that its continued compliance with existing requirements will not have a material adverse effect on the cash distributions to the trust unitholders. For instance, MV Partners
did not incur any material capital expenditures for remediation or pollution control activities for the years ended December 31, 2007, 2008 and 2009. Additionally, MV Partners has informed the
trust that MV Partners is not aware of any environmental issues or claims that will require material capital expenditures during 2010. However, there is no assurance that the passage of more stringent
laws or regulations in the future will not have a negative impact on the operations of the properties comprising the underlying properties and the cash distributions to the trust unitholders.

Item 1A.    Risk Factors.

The amounts of the cash distributions by the trust are subject to fluctuation as a result of changes in oil, natural gas and natural gas liquid prices.

The reserves attributable to the underlying properties and the quarterly cash distributions of the trust are highly dependent upon the
prices realized from the sale of oil, natural gas and natural gas liquids. Prices of oil, natural gas and natural gas liquids can fluctuate widely on a quarter-to-quarter basis
in response to a variety of factors that are beyond the control of the trust and MV Partners. These factors include, among others:



Moreover,
government regulations, such as regulation of natural gas gathering and transportation and possible price controls, can affect commodity prices in the long term.

Given
the recent economic downturn, crude oil prices have been volatile and in 2009, ranged from a high of $81.37 to a low of $33.98. The NYMEX crude oil spot prices per Bbl were $61.04,
$61.05,

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$95.98,
$44.60 and $79.36 as of December 31, 2005, 2006, 2007, 2008 and 2009, respectively. Neither MV Partners nor the trust can predict the timing or the duration of this or any other
economic downturn in the economy and if the current conditions continue, the operating results of MV Partners and the financial condition of the trust could be materially adversely affected.

MV
Partners has entered into hedge contracts relating to a portion of the oil volumes expected to be produced from the underlying properties, and has assigned to the trust the right to
receive 80% of the proceeds from these contracts. These hedge contracts, however, do not cover all of the oil volumes that are expected to be produced during the term of the trust. Furthermore, MV
Partners has not entered into any hedge contracts relating to oil volumes expected to be produced after 2010, and the terms of the conveyance of the net profits interest prohibit MV Partners from
entering into new hedging arrangements for the benefit of the trust. As a result, the amounts of the cash distributions may fluctuate significantly after 2010 as a result of changes in commodity
prices because there will be no hedge contracts in place to reduce the effects of any changes in commodity prices. The existing hedge contracts may limit the amount of cash available for distribution
if the prices that would otherwise be received are above the prices established in the hedge contracts. In addition, the hedge contracts are subject to counterparty nonperformance and other risks. For
a discussion of the hedge contracts, see "Trustee's Discussion and Analysis of Financial Condition and Results of OperationsHedge Contracts."

Lower
prices of oil, natural gas and natural gas liquids will reduce the amount of the net proceeds to which the trust is entitled and may ultimately reduce the amount of oil, natural
gas and natural gas liquids that is economic to produce from the underlying properties. As a result, the operator of any of the underlying properties could determine during periods of low commodity
prices to shut in or curtail production from wells on the underlying properties. In addition, the operator of the underlying properties could determine during periods of low commodity prices to plug
and abandon marginal wells that otherwise may have been allowed to continue to produce for a longer period under conditions of higher prices. Because the underlying properties are mature, with many of
them being in production since the early 1900's, decreases in commodity prices could have a more significant effect on the economic viability of these properties as compared to more recently
discovered properties. The commodity price sensitivity of these mature wells is due to a culmination of factors that vary from well-to-well, including the additional costs
associated with water handling and disposal, chemicals, surface equipment maintenance, downhole casing repairs and reservoir pressure maintenance activities that are necessary to maintain production.
As a result, the volatility of commodity prices may cause the amount of future cash distributions to trust unitholders to fluctuate, and a substantial decline in the price of oil, natural gas or
natural gas liquids will reduce the amount of cash available for distribution to the trust unitholders.

Actual reserves and future net revenues may be less than current estimates of proved reserves, which could reduce cash distributions by the trust and the value of the trust
units.

The value of the trust units and the amount of future cash distributions to the trust unitholders will depend upon, among other things,
the accuracy of the production and reserves estimated to be attributable to the underlying properties and the net profits interest. Estimating production and reserves is inherently uncertain.
Ultimately, actual production, revenues and expenditures for the underlying properties will vary both positively and negatively from estimates and those variations could be material. Petroleum
engineers consider many factors and make assumptions in estimating production and reserves. Those factors and assumptions include:



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Changes
in these assumptions can materially increase or decrease production and reserve estimates.

The
estimated reserves attributable to the net profits interest and the estimated future net revenues attributable to the net profits interest are based on estimates of reserve
quantities and revenues for the underlying properties. See "BusinessDescription of the Underlying PropertiesReserves" for a discussion of the method of allocating proved
reserves to the underlying properties and the net profits interest. The quantities of reserves attributable to the underlying properties and the net profits interest may decrease in the future as a
result of future decreases in the price of oil, natural gas or natural gas liquids.

Risks associated with the production, gathering, transportation and sale of oil, natural gas and natural gas liquids could adversely affect cash distributions by the trust.

The revenues of the trust, the value of the trust units and the amount of cash distributions to the trust unitholders depend upon,
among other things, oil, natural gas and natural gas liquid production and prices and the costs incurred by MV Partners to develop and exploit oil and natural gas reserves attributable to the
underlying properties. Drilling, production or transportation accidents that temporarily or permanently halt the production and sale of oil, natural gas and natural
gas liquids at any of the underlying properties will reduce trust distributions by reducing the amount of net proceeds available for distribution. For example, accidents may occur that result in
personal injuries, property damage, damage to productive formations or equipment and environmental damages. Any costs incurred by MV Partners in connection with any such accidents that are not insured
against will have the effect of reducing the net proceeds available for distribution to the trust. In addition, curtailments or damage to pipelines used by MV Partners to transport oil, natural gas
and natural gas liquid production to markets for sale could reduce the amount of net proceeds available for distribution. Any such curtailment or damage to the gathering systems used by MV Partners
could also require MV Partners to find alternative means to transport the oil, natural gas and natural gas liquid production from the underlying properties, which alternative means could require MV
Partners to incur additional costs that will have the effect of reducing net proceeds available for distribution.

The trust and the public trust unitholders have no voting or managerial rights with respect to MV Partners, the operator of the underlying properties. As a result, public
trust unitholders have no ability to influence the operation of the underlying properties.

Oil and natural gas properties are typically managed pursuant to an operating agreement among the working interest owners of oil and
natural gas properties. The typical operating agreement contains procedures whereby the owners of the working interests in the property designate one of the interest owners to be the operator of the
property. Under these arrangements, the operator is typically responsible for making all decisions relating to drilling activities, sale of production, compliance with regulatory requirements and
other matters that affect the property.

MV
Partners is currently designated as the operator of substantially all of the properties comprising the underlying properties. MV Partners has contracted with two of its affiliates,
Vess Oil and Murfin Drilling, to operate these properties on its behalf. Neither the trustee nor the public trust unitholders has any contractual ability to influence or control the field operations
of, sale of oil and natural gas from, or future development of, these properties. Also, the public trust unitholders have no voting rights with respect to MV Partners and, therefore, have no
managerial, contractual or other ability to influence MV Partners' or its affiliates' activities as operator of the oil and natural gas properties to which substantially all the underlying properties
relate.

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Shortages of oil field equipment, services and qualified personnel available to MV Partners could reduce the amount of cash available for distribution.

The demand for qualified and experienced field personnel to drill wells and conduct field operations, geologists, geophysicists,
engineers and other professionals in the oil and natural gas industry can fluctuate significantly, often in correlation with oil and natural gas prices, causing periodic shortages. Historically, there
have been shortages of drilling rigs and other oilfield equipment as demand for rigs and equipment has increased along with the number of wells being drilled. These factors also cause significant
increases in costs for equipment, services and personnel. Higher oil and natural gas prices generally stimulate demand and result in increased prices for drilling rigs, crews and associated supplies,
equipment and services. As part of its development plan for the underlying properties, MV Partners expects to drill 48 development wells and conduct recompletion and workover operations on existing
wells included in the underlying properties over the five years ending December 31, 2014. See "Trustee's Discussion and Analysis of Financial Condition and Results of
OperationsPlanned Development and Workover Program" for a description of MV Partners' development plans. Shortages of field personnel and equipment or price increases could significantly
decrease the amount of cash available for distribution to the trust unitholders, or restrict the ability of MV Partners to drill the wells and conduct the operations which it currently has planned for
the underlying properties.

MV Partners may transfer all or a portion of the underlying properties at any time, subject to specified limitations, and MV Partners may abandon individual wells or
properties that it reasonably believes to be uneconomic. Under these circumstances, trust unitholders have no ability to prevent MV Partners from transferring the underlying properties to another
operator, even if the trust unitholders do not believe that operator would operate the underlying properties in the same manner as MV Partners.

MV Partners may at any time transfer all or part of the underlying properties. Trust unitholders are not entitled to vote on any
transfer of the underlying properties, and the trust will not receive any proceeds from any such transfer, except in the limited circumstances when the net profits interest is released in connection
with such transfer, in which case the trust will receive an amount equal to the fair market value of the net profits interest released. See "BusinessDescription of the Underlying
PropertiesSale and Abandonment of Underlying Properties." Following any material sale or transfer of any of the underlying properties, such underlying properties will continue to be
subject to the net profits interest of the trust, and the net proceeds attributable to the transferred property will be calculated as part of the computation of net proceeds described in this
Form 10-K. MV Partners may delegate to the transferee responsibility for all of MV Partners' obligations relating to the net profits interest on the portion of the underlying
properties transferred.

MV
Partners or any transferee of the underlying properties may abandon any well or property if it reasonably believes that the well or property can no longer produce oil or natural gas
in commercially economic quantities. This could result in termination of the net profits interest relating to the abandoned well or property. In making such decisions, MV Partners and any such
transferee will be required under the applicable conveyance to act as a reasonably prudent operator in the State of Kansas under the same or similar circumstances would act if it were acting with
respect to its own properties, disregarding the existence of the net profits interest as a burden on such property.

The reserves attributable to the underlying properties are depleting assets and production from those reserves will diminish over time. Furthermore, the trust is precluded
from acquiring other oil and natural gas properties or net profits interests to replace the depleting assets and production.

The net proceeds payable to the trust from the net profits interest are derived from the sale of oil, natural gas and natural gas
liquids produced from the underlying properties and proceeds, if any, received by MV Partners upon settlement of the hedge contracts. The reserves attributable to the

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underlying
properties are depleting assets, which means that the reserves attributable to the underlying properties will decline over time. As a result, the quantity of oil and natural gas produced
from the underlying properties is expected to decline over time. Based on the estimated production volumes in the reserve report, the oil and natural gas production from proved reserves attributable
to the
underlying properties is projected to decline at an average annual rate of approximately 6.6% over the next 20 years assuming no additional development drilling or other capital expenditures
are made after 2014 on the underlying properties. The anticipated rate of decline is an estimate and actual decline rates may vary from those estimated. The net profits interest will terminate on the
later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in
respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interest).

Future
maintenance projects on the underlying properties beyond those which are currently estimated may affect the quantity of proved reserves that can be economically produced from the
underlying properties. The timing and size of these projects will depend on, among other factors, the market prices of oil, natural gas and natural gas liquids. In addition, because MV Partners has
agreed to limit the amount of capital expenditures that may be taken into account in calculating net proceeds attributable to the net profits interest during a specified period preceding the
termination of the net profits interest, MV Partners may choose to delay certain capital projects that may otherwise benefit the trust unitholders until the termination of the net profits interest. If
operators of the wells to which the underlying properties relate do not implement required maintenance projects when warranted, the future rate of production decline of proved reserves may be higher
than the rate currently expected by MV Partners or estimated in the reserve report.

The
trust agreement provides that the trust's business activities are limited to owning the net profits interest and any activity reasonably related to such ownership, including
activities required or permitted by the terms of the conveyance related to the net profits interest. As a result, the trust is not permitted to acquire other oil and natural gas properties or net
profits interests to replace the depleting assets and production attributable to the net profits interest.

Because
the net proceeds payable to the trust are derived from the sale of depleting assets, the portion of the distributions to unitholders attributable to depletion may be considered a
return of capital as opposed to a return on investment. Eventually, the net profits interest may cease to produce in commercial quantities and the trust may, therefore, cease to receive any
distributions of net proceeds therefrom.

The amount of cash available for distribution by the trust will be reduced by the amount of any production and development costs, taxes, costs and payments made with respect
to the hedge contracts, capital expenditures and post-production costs.

Production and development costs on the underlying properties are deducted in the calculation of the trust's share of net proceeds. In
addition, production and property taxes and any costs or payments associated with the hedge contracts, capital expenditures or post-production costs are deducted in the calculation of the
trust's share of net proceeds. Accordingly, higher or lower production and development expenses, taxes, capital expenditures and post-production costs will directly decrease or increase
the amount received by the trust in respect of its net profits interest. For a summary of these costs for the last
three years, see "BusinessThe Underlying PropertiesProducing Acreage and Well Counts." Historical costs may not be indicative of future costs.

If
development and production costs of the underlying properties exceed the proceeds of production from the underlying properties, the trust will not receive net proceeds from those
properties until future proceeds from production exceed the total of the excess costs plus accrued interest during the deficit period. Development activities may not generate sufficient additional
revenue to repay the costs.

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A purchaser's failure to pay MV Partners for purchased production could have a significant adverse impact on MV Partners', which in turn could result in MV Partners not
having sufficient net proceeds attributable to the net profits interest for MV Partners to distribute cash to the Trust.

Eaglwing purchased substantially all of the crude oil produced from the underlying properties during June 2008 and the first
18 days of July 2008 and filed for reorganization under the United States Bankruptcy Code on July 22, 2008. Eaglwing has not paid the purchase price therefor and there can be no
assurance what dollar amount, if any, will be collected by MV Partners from Eaglwing, and the timing of any such collection. Because of the nonpayment by Eaglwing and decreased sales by MV Partners
during July and August 2008, there were not sufficient net proceeds attributable to the net profits interest for MV Partners to distribute cash to the trust for the quarter ended September 30,
2008. As a result, the scheduled quarterly distribution by the trust in October 2008 was not made and the January 2009 distribution was substantially impacted. Neither the trust nor the trust
unitholders were liable for any costs in excess of net proceeds; however, the trust was not entitled to receive any net proceeds until future net proceeds exceeded the total of those excess costs,
plus interest at the prime rate. For additional information, see "Trustee's Discussion and Analysis of Financial Condition and Results of OperationsOther Events." A subsequent purchaser's
failure to pay for purchased production could also have a significant adverse impact on MV Partners' business, which could in turn impact the trust. The current tightening of credit in the financial
markets may make it more difficult for purchasers to obtain financing and depending on the degree to which this occurs, there may be a material increase in the nonpayment and nonperformance by such
purchasers.

The trustee may, under certain circumstances, sell the net profits interest and dissolve the trust prior to the expected termination of the trust. As a result, trust
unitholders may not recover their investment.

The trustee must sell the net profits interest if the holders of a majority of the trust units approve the sale or vote to dissolve the
trust. The trustee must also sell the net profits interest if the annual gross proceeds from the underlying properties attributable to the net profits interest are less than $1.0 million for
each of any two consecutive years. The sale of the net profits interest will result in the dissolution of the trust. The net proceeds of any such sale will be distributed to the trust unitholders.

The
net profits interest will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties
and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interest). The
trust unitholders are not entitled to receive any net proceeds from the sale of production from the underlying properties following the termination of the net profits interest. Therefore, the market
price of the trust units will likely diminish towards the end of the term of the net profits interest because the cash distributions from the trust will cease at the termination of such net profits
interest and the trust will have no right to any additional production from the underlying properties after the term of the net profits interest.

The disposal by the two members of MV Partners of their remaining trust units may reduce the market price of the trust units.

As of the date this Form 10-K, the two members of MV Partners, MV Energy and VAP-I, owned 25% of the
outstanding trust units. The two members of MV Partners may use some or all of the remaining trust units they own for a number of corporate purposes, including:



If
they sell additional trust units or exchange trust units in connection with acquisitions, then additional trust units will be available for sale in the market. The sale of additional
trust units may

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reduce
the market price of the trust units. MV Partners and the trust have entered into a registration rights agreement pursuant to which the trust has agreed to file a registration statement
or a shelf registration statement to register the resale of the remaining trust units held by MV Partners and any transferee of the trust units upon request by such holders. See "Certain Relationships
and Related TransactionsRegistration Rights."

The market price for the trust units may not reflect the value of the net profits interest held by the trust.

The trading price for publicly traded securities similar to the trust units tends to be tied to recent and expected levels of cash
distributions. The amounts available for distribution by the trust will vary in response to numerous factors outside the control of the trust, including prevailing prices for sales of oil, natural gas
and natural gas liquid production from the underlying properties. Consequently, the market price for the trust units may not necessarily be indicative of the value that the trust would realize if it
sold the net profits interest to a third-party buyer. In addition, such market price may not necessarily reflect the fact that since the assets of the trust are depleting assets, a portion of each
cash distribution paid on the trust units should be considered by investors as a return of capital, with the remainder being considered as a return on investment. As a result, distributions made to a
unitholder over the life of these depleting assets may not equal or exceed the purchase price paid by the unitholder.

Conflicts of interest could arise between MV Partners and the trust unitholders.

The interests of MV Partners and the interests of the trust and the trust unitholders with respect to the underlying properties could
at times differ. As a working interest owner in the properties comprising the underlying properties, MV Partners could have interests that conflict with the interests of the trust and the trust
unitholders. For example:



In
making decisions with respect to the development, operation, abandonment or sale of the underlying properties, MV Partners and any successor operator will be required under the
applicable conveyance to act as a reasonably prudent operator in the State of Kansas under the same or similar circumstances would act if it were acting with respect to its own properties,
disregarding the existence

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of
the net profits interest. Except for specified matters that require approval of the trust unitholders, the documents governing the trust do not provide a mechanism for resolving these conflicting
interests.

In
addition, affiliates of MV Partners may engage in activities whereby such affiliates could have interests that conflict with the interests of MV Partners, which could, depending on
the circumstances, negatively impact MV Partners' business. For example, the members of MV Energy and certain members of MV Partners' other member, VAP-I, LLC, including each of
Messrs. Vess Oil and Murfin Drilling, own minority interests in Eaglwing and SemCrude. Both Eaglwing and SemCrude owe money to MV Partners that has not been paid. As of July 31, 2008, MV
Purchasing, which is majority owned by the indirect equity owners of MV Partners, began purchasing production from the underlying properties. On August 7, 2008, MV Partners entered into a
credit facility consisting of a new unsecured loan in an aggregate principal amount of $3 million with the indirect equity owners of MV
Partners. The credit facility matured in August 2009. See "Trustee's Discussion and Analysis of Financial Condition and Results of OperationsOther Events."

The trust is managed by a trustee who cannot be replaced except at a special meeting of trust unitholders.

The business and affairs of the trust are managed by the trustee. The voting rights of a trust unitholder are more limited than those
of stockholders of most public corporations. For example, there is no requirement for annual meetings of trust unitholders or for an annual or other periodic re-election of the trustee.
The trust agreement provides that the trustee may only be removed and replaced by the holders of a majority of the outstanding trust units at a special meeting of trust unitholders called by either
the trustee or the holders of not less than 10% of the outstanding trust units. MV Energy and VAP-I collectively own 25% of the outstanding trust units. As a result, it will be difficult
to remove or replace the trustee, particularly without the approval of the members of MV Partners.

Trust unitholders have limited ability to enforce provisions of the net profits interest.

The trust agreement permits the trustee to sue MV Partners or any other future owner of the underlying properties on behalf of the
trust to enforce the terms of the conveyance creating the net profits interest. If the trustee does not take appropriate action to enforce provisions of the conveyance, recourse of the trust
unitholders would be limited to bringing a lawsuit against the trustee to compel the trustee to take specified actions. The trust agreement expressly limits the trust unitholders' ability to directly
sue MV Partners or any other third party other than the trustee. As a result, the unitholders will not be able to sue MV Partners or any future owner of the underlying properties to enforce these
rights.

Courts outside of Delaware may not recognize the limited liability of the trust unitholders provided under Delaware law.

Under the Delaware Statutory Trust Act, trust unitholders are entitled to the same limitation of personal liability extended to
stockholders of private corporations under the General Corporation Law of the State of Delaware. Courts in jurisdictions outside of Delaware, however, may not give effect to such limitation.

The operations of the properties comprising the underlying properties may result in significant costs and liabilities with respect to environmental and operational safety
matters, which could reduce the amount of cash available for distribution to trust unitholders.

Significant costs and liabilities can be incurred as a result of environmental and safety requirements applicable to the oil and
natural gas exploration, development and production activities of the properties comprising the underlying properties. These costs and liabilities could arise under a wide range of federal, state and
local environmental and safety laws and regulations, including regulations

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and
enforcement policies, which have tended to become increasingly strict over time. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and
criminal penalties, imposition of cleanup and site restoration costs and liens, and to a lesser extent, issuance of injunctions to limit or cease operations. In addition, claims for damages to persons
or property may result from environmental and other impacts of the operations of the properties comprising the underlying properties.

Strict,
joint and several liability may be imposed under certain environmental laws, which could cause liability for the conduct of others or for the consequences of one's own actions
that were in compliance with all applicable laws at the time those actions were taken. New laws, regulations or enforcement policies could be more stringent and impose unforeseen liabilities or
significantly increase compliance costs. If it were not possible to recover the resulting costs through insurance or increased revenues, this could have a material adverse effect on the cash
distributions to the trust unitholders. Please read "BusinessDescription of the Underlying PropertiesEnvironmental Matters and Regulation" for more information.

Governmental authorities may enact climate change regulations that could increase MV Partners' costs to operate.

Congress has considered recent proposed legislation directed at reducing greenhouse gas emissions and President Obama has indicated his
support of legislation aimed at reducing greenhouse gases. The EPA has proposed rules to regulate greenhouse gases and regional initiatives have formed to control greenhouse gases. Additionally, the
states in which MV Partners operates may implement air pollution control regulations that are more stringent than existing and proposed federal regulations, in particular the regulation of emissions
of greenhouse gases. The adoption of laws and regulations to implement controls of greenhouse gases, including the imposition of fees or taxes, could adversely affect MV Partners' operations.

Regulation of greenhouse gases and climate change could adversely affect trust distributions.

Some
scientific studies have suggested that emissions of certain gases, commonly referred to as greenhouse gases, including carbon dioxide and methane, may be
contributing to the warming of the Earth's atmosphere and other climatic changes. In response to such studies, the issue of climate change and the effect of greenhouse gas emissions, in particular
emissions from fossil fuels, is attracting increasing attention worldwide. Legislative and regulatory measures to address concerns that emissions of greenhouse gases are contributing to climate change
are in various phases of discussions or implementation at the international, national, regional and state levels.

In
2005, the Kyoto Protocol to the 1992 United Nations Framework Convention on Climate Change, which establishes a binding set of emission targets for greenhouse gases, became binding on
the countries that ratified it. In the United States, federal legislation imposing restrictions on greenhouse gases is under consideration. Proposed legislation has been introduced that would
establish an economy-wide cap on emissions of greenhouse gases and would require more sources of greenhouse gas emissions to obtain greenhouse gas emission "allowances" corresponding to
their annual emissions. In addition, the EPA is taking steps that would result in the regulation of greenhouse gases as pollutants under the Clean Air Act. To date, the EPA has issued (i) a
"Mandatory Reporting of Greenhouse Gases" final rule, effective December 29, 2009, which establishes a new comprehensive scheme requiring operators of stationary sources in the United States
emitting more than established annual thresholds of carbon dioxide-equivalent greenhouse gases to inventory and report their greenhouse gas emissions annually and (ii) an "Endangerment Finding"
final rule, effective January 14, 2010, which states the current and projected concentrations of six key greenhouse gases in the atmosphere, as well as emissions from new motor vehicles and new
motor vehicle engines, threaten public health and welfare, allowing the EPA to finalize motor vehicle greenhouse gas standards (the

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effect
of which could reduce demand for motor fuels refined from crude oil). Finally, according to the EPA, the final motor vehicle greenhouse gas standards will trigger construction and operating
permit requirements for stationary sources. As a result, the EPA has proposed to tailor these programs such that only large stationary sources will be required to have air permits that authorize
greenhouse gas emissions.

Existing
or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative
energy sources, could have a negative impact on the operations of the underlying properties and the trust if such laws, regulations, treaties or international agreements reduce the worldwide demand
for oil and natural gas or otherwise result in reduced economic activity generally. In addition, such laws, regulations, treaties or international agreements could result in increased compliance costs
or additional operating restrictions, which may have a negative impact on the operations of the underlying properties and the trust. In addition to potential impacts on the operations of the
underlying properties and the trust directly or indirectly resulting from climate-change legislation or regulations, the operations of the
underlying properties and the trust also could be negatively affected by climate-change related physical changes or changes in weather patterns.

The operations of the properties comprising the underlying properties are subject to complex federal, state, local and other laws and regulations that could adversely affect
the cash distributions to the trust unitholders.

The exploration, development and production operations of the underlying properties are subject to complex and stringent laws and
regulations. In order to conduct the operations of the underlying properties in compliance with these laws and regulations, MV Partners must obtain and maintain numerous permits, approvals and
certificates from various federal, state, local and governmental authorities. MV Partners may incur substantial costs and experience delays in order to maintain compliance with these existing laws and
regulations, which could decrease the cash distributions to the trust unitholders. In addition, the costs of compliance may increase or the operations of the underlying properties may be otherwise
adversely affected if existing laws and regulations are revised or reinterpreted, or if new laws and regulations become applicable to such operations. Such costs could have a material adverse effect
on the cash distributions to the trust unitholders.

The
operations of the underlying properties are subject to federal, state and local laws and regulations as interpreted and enforced by governmental authorities possessing jurisdiction
over various aspects of the exploration for, and the production of, oil and natural gas. Failure to comply with such laws and regulations, as interpreted and enforced, could have a material adverse
effect on the cash distributions to the trust unitholders. Please read "BusinessDescription of the Underlying PropertiesEnvironmental Matters and Regulation."

The trust has not requested a ruling from the IRS regarding the tax treatment of ownership of the trust units, and MV Partners is not aware of any trust units or similar
securities issued by other issuers that are subject to the same tax treatment expected to be accorded to the trust units. If the IRS were to determine (and be sustained in that determination) that the
trust is not a grantor trust for federal income tax purposes, or that the net profits interest is not a debt instrument for federal income tax purposes, the trust unitholders may receive different and
less advantageous tax treatment than that described in this Form 10-K.

MV Partners is not aware of any trust units or similar securities representing interests in an entity treated as a grantor trust for
federal income tax purposes where the entity holds as its principal asset a production payment treated for federal income tax purposes as a debt instrument that is subject to the Treasury regulations
governing contingent payment debt instruments.

If
the net profits interest were not treated as a debt instrument, or if the trust were not treated as a grantor trust, for federal income tax purposes, the tax treatment of tax items in
respect of an

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investment
in trust units may be affected. The effects of this different tax treatment may be less advantageous to trust unitholders.

Neither
MV Partners nor the trustee has requested a ruling from the IRS regarding these tax questions, and neither MV Partners nor the trust can assure the trust unitholders that such a
ruling would be granted if requested or that the IRS will not challenge these positions on audit. See "BusinessFederal Income Tax Matters" regarding all of the various matters under this
risk factor.

The trust's net profits interest may be characterized as an executory contract in bankruptcy, which could be rejected in bankruptcy, thus relieving MV Partners from its
obligations to make payments to the trust with respect to the net profits interest.

MV Partners has recorded the conveyance of the net profits interest in Kansas in the real property records in each Kansas county where
the properties are located. MV Partners has informed the trustee that MV Partners believes that the delivery and recording of the conveyance constitute fully conveyed and vested property interests in
the trust under Kansas law. If in a bankruptcy proceeding in which MV Partners becomes involved as a debtor a determination were made that the conveyance constitutes an executory contract and the net
profits interest is not fully conveyed property interests under the laws of Kansas, and if such contract were not to be assumed in a bankruptcy proceeding involving MV Partners, the trust would be
treated as an unsecured creditor of MV Partners with respect to such net profits interest in the pending bankruptcy proceeding.

Oil
and gas leases are real property interests under Colorado law. The net profits interest is a non-operating, non-possessory interest carved out of the oil and
gas leasehold estate, but Colorado courts have not directly determined whether a net profits interest is a real or a personal property interest. MV Partners has informed the trustee that MV Partners
believes that it is possible that the net profits interest may not be treated as a real property interest under the laws of Colorado. MV Partners has recorded the conveyance of the net profits
interest in the real property records of Colorado in accordance with local recording acts. MV Partners has informed the trustee that MV Partners believes that, if, during the term of the trust, MV
Partners becomes involved as a debtor in a bankruptcy proceeding, the net profits interest relating to the underlying properties located in Colorado should be treated as a fully conveyed personal
property interest under the laws of Colorado. In such a proceeding, however, a determination could be made that the conveyance constitutes an executory contract and the net profits interest is not a
fully conveyed personal property interest under the laws of Colorado, and if such contract were not to be assumed in a bankruptcy proceeding involving MV Partners, the trust would be treated as an
unsecured creditor of MV Partners with respect to such net profits interest in the pending bankruptcy proceeding.

If the financial position of MV Partners degrades in the future, MV Partners may not be able to satisfy its obligations to the trust.

MV Partners is a privately held limited liability company engaged in the exploration, development, production, gathering and
aggregation and sale of oil and natural gas, primarily in the Mid-Continent region in the United States, and it is responsible for operating substantially all of the underlying properties.
The operating agreement of MV Partners provides that Vess Oil and Murfin Drilling will operate the underlying properties on behalf of MV Partners for which MV Partners is designated as the operator.
The conveyance provides that MV Partners is obligated to market, or cause to be marketed, the production related to the underlying properties. In addition, MV Partners is obligated to convey to the
trust 80% of all proceeds it receives upon settlement of the hedge contracts.

Because
of the nonpayment by Eaglwing for production and decreased sales by MV Partners during July and August 2008, there were not sufficient net proceeds attributable to the net
profits interest for MV Partners to distribute cash to the trust for the quarter ended September 30, 2008. As a

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result,
the scheduled quarterly distribution by the trust in October 2008 was not made and the January 2009 distribution was substantially impacted.

MV
Partners has entered into hedge contracts with institutional counterparties, consisting of swap contracts, to reduce the exposure of the revenue from oil production from the
underlying properties to fluctuations in crude oil prices in order to achieve more predictable cash flow. The crude oil swap contracts will settle based on the average of the settlement price for each
commodity business day in the contract month. In a swap transaction, the counterparty is required to make a payment to MV Partners for the difference between the fixed price and the settlement price
if the settlement price is below the fixed price. MV Partners is required to make a payment to the counterparty for the difference between the fixed price and the settlement price if the settlement
price is above the fixed price. For a detailed description of the terms of these hedge contracts, please read "Trustee's Discussion and Analysis of Financial Condition and Results of
OperationsHedge Contracts."

The
ability of MV Partners to perform its obligations related to the operation of the underlying properties, its obligations to counterparties related to the hedge contracts and its
obligations to the trust with respect to the hedge contracts will depend on MV Partners' future financial condition and economic performance, which in turn will depend upon the supply and demand for
oil and natural gas, prevailing economic conditions, collections of payments due from third parties, and upon financial, business and other factors, many of which are beyond the control of MV
Partners. If the obligation of MV Partners to convey 80% of the proceeds it receives upon settlement of the hedge contracts were
not assumed in a bankruptcy proceeding involving MV Partners, the trust would not be entitled to receive future payments from MV Partners from the settlement of the hedge contracts.

The trust's receipt of payments based on the hedge contracts depends upon the financial position of the hedge contract counterparties. A default by any of the hedge contract
counterparties could reduce the amount of cash available for distribution to the trust unitholders.

In the event that any of the counterparties to the hedge contracts default on their obligations to make payments to MV Partners and the
trust under the hedge contracts, the cash distributions to the trust unitholders would likely be materially reduced as the hedge payments are intended to provide additional cash to the trust during
periods of lower crude oil prices.

Item 1B.    Unresolved Staff Comments.

None.

Item 2.    Properties.

Reference is made to "Item 1Business" and "Item 7Trustee's Discussion and Analysis of Financial
Condition and Results of OperationsPlanned Development and Workover Program," which are incorporated herein by reference.

Item 3.    Legal Proceedings.

Currently, there are no legal proceedings pending to which the trust is a party or of which any of its property is the subject.

Item 4.    [Reserved].

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PART II

Item 5.    Market for the Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities.

The trust units commenced trading on the New York Stock Exchange on January 19, 2007 under the symbol "MVO." Prior to
January 19, 2007, there was no established public trading market for the trust units. The following table sets forth, for the periods indicated, the high and low sales prices per unit, as
reported on the New York Stock Exchange, and the amount of cash distributions declared per unit.

High

Low

Cash
Distributions2008First Quarter (January 1, 2008 through March 31, 2008)

$
25.30

$
19.25

$
0.63666998Second Quarter (April 1, 2008 through June 30, 2008)

$
28.75

$
21.48

$
0.52171564Third Quarter (July 1, 2008 through September 30, 2008)

$
29.50

$
13.25

$
0.64825809Fourth Quarter (October 1, 2008 through December 31, 2008)

$
15.38

$
6.79

$
2009First Quarter (January 1, 2009 through March 31, 2009)

$
12.75

$
7.83

$
0.08534252Second Quarter (April 1, 2009 through June 30, 2009)

$
14.84

$
10.27

$
0.41900285Third Quarter (July 1, 2009 through September 30, 2009)

$
16.96

$
13.15

$
0.46103699Fourth Quarter (October 1, 2009 through December 31, 2009)

$
20.71

$
16.05

$
0.59500000


As
of March 12, 2010, the 11,500,000 units outstanding were held by five unitholders of record.

Each
quarter, the trustee determines the amount of funds available for distribution to the trust unitholders. Available funds are the excess cash, if any, received by the trust from the
net profits interest, payments from the hedge contracts and other sources (such as interest earned on any amounts reserved by the trustee) that quarter, over the trust's liabilities for that quarter.
Available funds will be reduced by any cash the trustee decides to hold as a reserve against future liabilities. It is expected that quarterly cash distributions during the term of the trust will be
made by the trustee on or before the 25th day of the month following the end of each quarter to the trust unitholders of record on the 15th day of the month following the end of each
quarter (or the next succeeding business day).

As
indicated in the table above, the trust did not make a fourth quarterly distribution during 2008. Eaglwing purchased substantially all of the crude oil production of the underlying
properties for the month of June 2008 and for the first 18 days of July 2008. Eaglwing subsequently filed a voluntary petition for reorganization under the U.S. bankruptcy code and still has
not paid the purchase price for such purchases. Because of Eaglwing's bankruptcy, there were not sufficient net proceeds for the trust to make a scheduled quarterly distribution in October 2008. See
"Trustee's Discussion and Analysis of Financial Condition and Results of OperationsOther Events."

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Equity Compensation Plans

The trust does not have any employees and, therefore, does not maintain any equity compensation plans.

Recent Sales of Unregistered Securities

There were no equity securities sold by the trust during the year ended December 31, 2009 that were not registered under the
Securities Act of 1933, as amended, which we refer to as the "Securities Act."

Purchases of Equity Securities

There were no purchases of trust units by the trust or any affiliated purchaser during the fourth quarter of the year ended
December 31, 2009.

Item 6.    Selected Financial Data.

The trust was formed on August 3, 2006. The conveyance of the net profits interest, however, did not occur until
January 24, 2007. As a result, the trust did not recognize any income or make any distributions during the year ended December 31, 2006. The following table sets forth selected data for
the trust as of December 31, 2007, 2008 and 2009, and for the years ended December 31, 2007, 2008 and 2009 based on the audited statements of assets and trust corpus as of
December 31, 2007, 2008 and 2009 and the audited statements of distributable income for the years ended December 31, 2007, 2008 and 2009.

For the Year EndedDecember 31, 2007

December 31, 2008

December 31, 2009Net profits income

$
33,581,080

$
21,356,403

$
19,024,707Distributable income

$
32,851,579

$
20,776,411

$
17,944,404Distributions per trust unit

$
2.8567

$
1.8066

$
1.5604Total assets at year-end

$
46,200,057

$
42,794,682

$
39,432,385


Item 7.    Trustee's Discussion and Analysis of Financial Condition and Results of Operations.

The following review of the trust's financial condition and results of operations should be read in conjunction with the financial
statements and notes thereto. The trust was formed on August 3, 2006. The conveyance of the net profits interest, however, did not occur until January 24, 2007. As a result, the trust
did not recognize any income or make any distributions during
the year ended December 31, 2006. The trust's first quarterly distribution was paid on February 23, 2007 and consisted of an amount in cash paid by MV Partners equal to the amount that
would have been payable to the trust had the net profits interest been in effect during the period from July 1, 2006 through December 31, 2006. The trust's purpose is, in general, to
hold the net profits interest and the assigned interest in the hedge contracts, to distribute to the trust unitholders cash that the trust receives in respect of the net profits interest and the
assigned interest in the hedge contracts and to perform certain administrative functions in respect of the net profits interest and the trust units. The trust derives substantially all of its income
and cash flows from the net profits interest and the hedge contracts.

Critical Accounting Policies

The trust's financial statements are prepared on the following basis:



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This
manner of reporting income and expenses is considered to be the most meaningful because the quarterly distributions to trust unitholders are based on net cash receipts received from
MV Partners. The financial statements of the trust differ from financial statements prepared in accordance with generally accepted accounting principles, because, under such principles, net profits
and general and administrative expenses of the trust for a quarter would be recognized on an accrual basis.

Comparison of results of the trust for the years ended December 31, 2009 and 2008

Income for the trust from the net profits interest and hedge activities was $19.0 million for the year ended December 31,
2009 compared to $21.4 million for the year ended December 31, 2008. General and administrative expense for the trust was $0.8 million for each of 2009 and 2008. The trust paid
administration fees of $0.1 million to MV Partners for each of 2009 and 2008. In each of 2009 and 2008, the trust withheld a minimal amount for future expenses. Distributable income was
$17.9 million or $1.5604 per unit in 2009 compared to $20.8 million or $1.8066 per unit in 2008.

The
revenues from oil production are typically received by MV Partners one month after production, thus the cash received by the trust during the year ended December 31, 2009
substantially represents the production by MV Partners from September 2008 through August 2009 and the cash received by the trust during the year ended December 31, 2008 substantially
represents the production by MV Partners from September 2007 through August 2008. MV Partners computes net proceeds quarterly on a calendar basis and distributes to the trust 80% of the aggregate of
such net proceeds attributable to a computation period on or before the 25th day of the month following the computation period. As a result, for the year ended December 31, 2009, the
trust's net profits interest represents the cash proceeds received by the trust, which is based upon the cash receipts for the oil and gas production collected by MV Partners from October 1,
2008 through September 30, 2009. For the year ended December 31, 2008, the trust's net profits interest represents the cash proceeds received by the trust, which is based upon the cash
receipts for the oil and gas production collected by MV Partners from October 1, 2007 through September 30, 2008.

Excess
of revenues over direct operating expenses and lease equipment and development costs from the underlying properties was $24,077,132 for the period from October 1, 2008
through September 30, 2009. Included in this amount are payments to settle hedges totaling $3,916,470. In addition, amounts received to settle hedges was $5,815,225 for the period from
October 1, 2008 through September 30, 2009, which resulted in total cash receipts over cash disbursements of $29,892,357. The trust's net profits interest (80%) of this total was
$23,913,886. This amount was reduced by a recovery of the deficiency from the fourth quarter of 2008 in the amount of $4,889,179, which included applicable interest of $49,753, resulting in the income
from net profits interest and hedge activities of $19,024,707 for the year ended December 31, 2009.

Excess
of revenues over direct operating expenses and lease equipment and development costs from the underlying properties was $26,695,504 for the period from October 1, 2007
through June 30, 2008. Included in this amount are payments to settle hedge and other derivatives totaling $23,056,782. There were no amounts received to settle hedge and other derivatives for
the period from October 1, 2007 through June 30, 2008, which resulted in total cash receipts over cash disbursements of $26,695,504. The trust's net profits interest (80%) of this total
was $21,356,403, which represents the

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cash
proceeds received by the trust during the year ended December 31, 2008, which is based upon the cash receipts from MV Partners for the oil and gas production subsequent to
October 1, 2007 and collected by June 30, 2008.

As
a result of the Eaglwing bankruptcy and the nonpayment of production sold to Eaglwing, direct operating expenses and lease equipment and development costs exceeded revenues from the
underlying properties by $6,049,283 for the period from July 1, 2008 through September 30, 2008. Included in this amount are payments to settle hedges totaling $12,758,898. There were no
amounts received to settle hedges for the period from July 1, 2008 through September 30, 2008, which resulted in total cash disbursements over cash receipts of $6,049,283. The trust's
net profits interest (80%) of this total is $4,839,426. Neither the trust nor the trust unitholders were liable for any costs in excess of net proceeds; however, the trust was not entitled to receive
any distributions from MV Partners until future net proceeds exceeded the total of those excess costs, plus interest at the prime rate. As a result, the quarterly distribution in January 2009 was
substantially impacted.

The
trustee reserved $49,333 and $14,719 for future trust expenses for the years ended December 31, 2009 and 2008, respectively, and paid general and administrative expenses of
$780,970 and $785,273 for the years ended December 31, 2009 and 2008, respectively, which resulted in distributable income of $17,944,404, or $1.5604 per unit, for the year ended
December 31, 2009 and $20,776,411, or $1.8066 per unit, for the year ended December 31, 2008.

The
average price received for crude oil sold during 2009 was $54.03 per Bbl, while the average price received for crude oil sold during 2008 was $84.12. The average price received for
natural gas sold during 2009 was $3.38 per Mcf, while the average price received for natural gas sold during 2008 was $6.51 per Mcf. The average prices for 2009 relate to production by MV Partners
from September 2008 through August 2009 and the average prices for 2008 relate to production by MV Partners from September 2007 through August 2008. As previously noted, Eaglwing has not paid the
purchase price for the crude oil sold to it during June and the first 18 days of July 2008.

The
overall production volumes sold and delivered to purchasers attributable to the 80% net profits interest that is for the oil and gas production sold and delivered during the period
from October 1, 2008 to September 30, 2009 were 765,518 Bbls of oil, 70,297 Mcf of natural gas and 4,338 Bbls of natural gas liquids for a total equivalent barrels of oil of 780,054. The
overall production volumes sold and delivered to purchasers attributable to the 80% net profits interest that is for the oil and gas
production sold and delivered during the period from October 1, 2007 to September 30, 2008 were 764,715 Bbls of oil, 86,644 Mcf of natural gas and 4,358 Bbls of natural gas liquids for a
total equivalent barrels of oil of 781,989. As previously noted, Eaglwing has not paid the purchase price for the crude oil sold to it during June and the first 18 days of July 2008.

As
noted above, the amounts reflected in the accompanying financial statements for the trust's year ended December 31, 2009 reflect cash received by the trust during the year.
Such cash is primarily derived from production by MV Partners from September 2008 through August 2009. The amounts reflected in the accompanying financial statements for the trust's year ended
December 31, 2008 reflect cash received by the trust during the year. Such cash is primarily derived from production by MV Partners from September 2007 through August 2008.

Comparison of results of the trust for the years ended December 31, 2008 and 2007

Income for the trust from the net profits interest and hedge and other derivative activities was $21.4 million for the year
ended December 31, 2008 compared to $33.6 million for the year ended December 31, 2007. General and administrative expense for the trust was $0.8 million for each of 2008
and 2007. Included in this amount for 2007 was a one-time listing fee of $0.2 million for the New York Stock Exchange. The trust paid administration fees of $0.1 million to
MV Partners for each of 2008 and 2007. In each of 2008 and 2007, the trust withheld a minimal amount for future expenses.

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Distributable
income was $20.8 million or $1.8066 per unit in 2008 compared to $32.9 million or $2.8567 per unit in 2007.

The
substantial decrease in income for the trust from 2007 to 2008 was attributed primarily to the nonpayment by Eaglwing of approximately $15.5 million for production sold to
Eaglwing and a related decrease in sales of oil production in July and August 2008. Eaglwing, an affiliate of SemCrude, purchased substantially all of the oil produced from the underlying properties
during June 2008 and the first 18 days of July 2008 and filed bankruptcy on July 22, 2008. Beginning on July 18, 2008, substantially all of the production from the underlying
properties went into on-location storage tanks and a portion of the oil production was shut-in pending resolution of the marketing process for the production. From
July 18, 2008 until July 31, 2008, only minor amounts of crude oil production from the underlying properties were sold. On July 31, 2008, Vess Oil and Murfin Drilling recommenced
general sales of production from the underlying properties, to several purchasers other than Eaglwing, including an affiliated purchaser, under short-term arrangements using market
sensitive pricing. As of August 7, 2008, field operations at the underlying properties returned to substantially normal operations, although it took until mid-August before the
marketing of crude oil production normalized to the sales process and volumes that existed prior to July 18, 2008.
Because of the nonpayment by Eaglwing and decreased crude oil sales by MV Partners during July and August 2008, there were not sufficient net proceeds collected by MV Partners from July 1, 2008
through September 30, 2008 for MV Partners to distribute cash to the trust with respect to the net profits interest relating thereto. Neither the trust nor the trust unitholders were liable for
any costs in excess of net proceeds; however, the trust was not entitled to receive any net proceeds until future net proceeds exceeded the total of those excess costs, plus interest at the prime
rate. See "Other Events."

Income
for the trust and distributable income for the trust's second quarter of 2007 was impacted by production curtailment as a result of severe winter storms that severely impacted
western Kansas and eastern Colorado. The snow and ice associated with these storms disabled electrical power to the affected underlying properties for an extended period of time and rendered some
properties inaccessible. Significant snow accumulations, along with ice and subsequent melting, created difficult working conditions that extended the curtailment period. It was estimated that
production from the underlying properties of approximately 32,000 to 36,000 net barrels of oil has been deferred as the result of curtailment due to the storms during the first quarter of 2007. Most
of the production curtailed as a result of these storms was restored by the end of March 2007, and the storm effects on production from the underlying properties were greatly reduced during the second
quarterly payment period.

The
revenues from oil production are typically received by MV Partners one month after production, thus the cash received by the trust during the year ended December 31, 2008
substantially represents the production by MV Partners from September 2007 through August 2008 and the cash received by the trust during the year ended December 31, 2007 substantially
represents the production by MV Partners from June 2006 through August 2007. MV Partners computes net proceeds quarterly and distributes to the trust 80% of the aggregate of such net proceeds
attributable to a computation period on or before the 25th day of the month following the computation period. As a result, for the year ended December 31, 2008, the trust's net profits
interest represents the cash proceeds received by the trust, which is based upon the cash receipts for the oil and gas production collected by MV Partners from October 1, 2007 through
September 30, 2008. For the year ended December 31, 2007, the trust's net profits interest represents the cash proceeds received by the trust, which is based upon the cash receipts for
the oil and gas production collected by MV Partners from July 1, 2006 through September 30, 2007.

Excess
of revenues over direct operating expenses and lease equipment and development costs from the underlying properties was $26,695,504 for the period from October 1, 2007
through June 30, 2008. Included in this amount are payments to settle hedge and other derivatives totaling $23,056,782.

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There
were no amounts received to settle hedge and other derivatives for the period from October 1, 2007 through June 30, 2008, which resulted in total cash receipts over cash
disbursements of $26,695,504. The trust's net profits interest (80%) of this total was $21,356,403, which represents the cash proceeds received by the trust during the year ended December 31,
2008, which is based upon the cash receipts from MV Partners for the oil and gas production subsequent to October 1, 2007 and collected by June 30, 2008.

As
a result of the Eaglwing bankruptcy and the nonpayment of production sold to Eaglwing, direct operating expenses and lease equipment and development costs exceeded revenues from the
underlying properties by $6,049,283 for the period from July 1, 2008 through September 30, 2008. Included in this amount are payments to settle hedges totaling $12,758,898. There were no
amounts received to settle hedges for the period from July 1, 2008 through September 30, 2008, which resulted in total cash disbursements over cash receipts of $6,049,283. The trust's
net profits interest (80%) of this total is $4,839,426. Neither the trust nor the trust unitholders were liable for any costs in excess of net proceeds; however, the trust was not entitled to receive
any distributions from MV Partners until future net proceeds exceeded the total of those excess costs, plus interest at the prime rate. As a result, there was no quarterly distribution in October 2008
and the quarterly distribution in January 2009 was substantially impacted.

Excess
of revenues over direct operating expenses and lease equipment and development costs from the underlying properties was $41,413,897 for the period from July 1, 2006 through
September 30, 2007. Included in this amount are payments to settle hedge and other derivatives totaling $3,513,167. In addition, amounts received to settle hedge and other derivatives was
$1,249,954 for the period from July 1, 2006 through September 30, 2007, which resulted in total cash receipts over cash disbursements of $42,663,850. The trust's net profits interest
(80%) of this total was $34,131,080. This amount was reduced by a reserve for future capital expenditures of $750,000 and increased by net proceeds from business interruption insurance of $200,000
resulting in the income from net profits interest and hedge and other derivative activities of $33,581,080. The trust's net profits interest represents the cash proceeds received by the trust during
the year ended December 31, 2007, which is based upon the cash receipts from MV Partners for the oil and gas production subsequent to July 1, 2006 and collected by September 30,
2007.

The
significant decrease in revenues over expenses and costs for the periods for 2008 referred to above compared to the periods for 2006 and 2007 is primarily attributable to the failure
of Eaglwing to pay MV Partners the aggregate of approximately $15.5 million originally owing for Eaglwing's purchase of production during June and the first 18 days of July 2008 and a
related decrease in sales of oil production in July and August 2008. See "Other Events."

The
trustee reserved $14,719 and $1,913 for future trust expenses for the years ended December 31, 2008 and 2007, respectively, and paid general and administrative expenses of
$785,273 and $757,588 for the years ended December 31, 2008 and 2007, respectively, which resulted in distributable income of $20,776,411, or $1.8066 per unit, for the year ended
December 31, 2008 and $32,851,579, or $2.8567 per unit, for the year ended December 31, 2007.

The
average price received for crude oil sold during 2008 was $84.12 per Bbl, while the average price received for crude oil sold was $60.63 per Bbl for the period from July 1,
2006 through December 31, 2007. The average price received for natural gas sold during 2008 was $6.51 per Mcf, while the average price received for natural gas sold was $5.55 per Mcf for the
period from July 1, 2006 through December 31, 2007. The average prices for 2008 relate to production by MV Partners from September 2007 through August 2008 and the average prices for
2007 relate to production by MV Partners from June 2006 through August 2007. As previously noted, Eaglwing has not paid the purchase price for the crude oil sold to it during June and the first
18 days of July 2008.

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The
overall production volumes sold and delivered to purchasers attributable to the 80% net profits interest that is for the oil and gas production sold and delivered during the period
from October 1, 2007 to September 30, 2008 were 764,715 Bbls of oil, 86,644 Mcf of natural gas and 4,358 Bbls of natural gas liquids for a total equivalent barrels of oil of 781,989. As
previously noted, Eaglwing has not paid the purchase price for the crude oil sold to it during June and the first 18 days of July 2008. The overall production sales volumes collected
attributable to the 80% net profits interest for the oil and gas production subsequent to July 1, 2006 and collected before December 31, 2007 were 938,647 Bbls of oil, 90,879 Mcf of
natural gas and 5,285 Bbls of natural gas liquids for a total equivalent barrels of oil of 957,229.

As
noted above, the amounts reflected in the accompanying financial statements for the trust's year ended December 31, 2008 reflect cash received by the trust during the year.
Such cash is primarily derived from production by MV Partners from September 2007 through August 2008. The amounts reflected in the accompanying financial statements for the trust's year ended
December 31, 2007 reflect cash received by the trust during the year. Such cash is primarily derived from production by MV Partners from July 2006 through August 2007.

Historical Results of the Underlying Properties

The following table sets forth revenues, direct operating expenses and the excess of revenues over direct operating expenses relating
to the underlying properties for the three years in the period ended December 31, 2009. The historical results of the underlying properties are not indicative of the future distributions of the
trust, and such historical results do not give effect to the conveyance of the net profits interest and related transactions that occurred on January 24, 2007.

(unaudited) (in thousands)Year ended December 31,2007

2008

2009Revenues:Oil sales

$
66,430

$
90,484

$
52,009Natural gas sales


546


667


240Natural gas liquid sales


256


337


168Hedge and other derivative activity


(8,003
)

(30,289
)

2,967Total


59,229


61,199


55,384Bad debt expense





7,733


1,237Direct operating expenses:Lease operating expenses


12,894


14,866


14,000Lease maintenance


1,959


1,554


1,443Lease overhead


2,417


2,617


2,775Production and property tax


2,453


3,165


2,202Total


19,723


22,202


20,420Excess of revenues over direct operating expenses

$
39,506

$
31,264

$
33,727




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MV
Partners has historically entered into certain hedging arrangements and other derivatives to reduce the exposure of the revenues from oil production for the underlying properties to
fluctuations in crude oil prices. In addition, MV Partners was required under the terms of its original agreement of limited partnership to hedge approximately 80% of its expected annual proved
producing reserves. This requirement is no longer in effect. From January 1, 2007 to December 31, 2009, approximately 78% of the actual oil production volumes were subject to these
hedging arrangements, with settlement prices ranging from $56.44 to $70.57 per barrel. During that same period, the NYMEX price per barrel of crude oil was between $33.87 and $145.29. For details of
open hedge positions for 2010, see "Hedge Contracts."

The
following table provides oil and natural gas sales volumes, average sales prices and capital expenditures relating to the underlying properties for the three years in the period
ended December 31, 2009. Sales volumes for natural gas liquids during the periods presented were not significant. Average prices do not include the effect of hedge and other derivative
activity.

(unaudited)
Year ended December 31,2007

2008

2009Operating data:Sales volumes:Oil (MBbls)


992


954


949Natural gas (MMcf)


98


104


86Average Prices:Oil (per Bbl)

$
66.96

$
94.88

$
54.82Natural gas (per Mcf)

$
5.58

$
6.44

$
2.80Capital expenditures (in thousands):Property acquisition

$
2,096

$
2,445

$
1,497Well development


1,979


1,642


1,242Total

$
4,075

$
4,087

$
2,739


Discussion and Analysis of Historical Results of the Underlying Properties

Comparison of Results of the Underlying Properties for the Years Ended December 31, 2009 and 2008

Excess of revenues over direct operating expenses for the underlying properties was $33.7 million for the year ended
December 31, 2009, compared to $31.3 million for the year ended December 31, 2008. The increase was primarily a result of a write-off for half of the revenue from
production sold to Eaglwing during June 2008 and the first 18 days of July 2008 and a related decrease in sales of oil production in July and August 2008 for the year ended December 31,
2008. See "Other Events." There was a decrease in total revenue as a result of a decrease in the average price received for the oil sold in 2009, which was offset by an increase in hedge
activity. A decrease in direct operating expenses also increased excess of revenues over direct operating expenses.

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Revenues.Revenues from oil, natural gas and natural gas liquid sales decreased $39.1 million to $52.4 million for the year
ended
December 31, 2009 compared to $91.5 million for the year ended December 31, 2008. This decrease in revenues was primarily the result of a decrease in the average price received
for crude oil sold from $94.88 per Bbl for the year ended December 31, 2008 to $54.82 per Bbl for the year ended December 31, 2009. This decrease in revenues reflects a decrease in the
average price received for natural gas sold from $6.44 per Mcf for the year ended December 31, 2008 to $2.80 per Mcf for the year ended December 31, 2009. Total revenues decreased
$5.8 million from $61.2 million for the year ended December 31, 2008 to $55.4 million for the year ended December 31, 2009.

Prices.The average price received for crude oil sold decreased from $94.88 per Bbl for the year ended December 31, 2008 to $54.82
per Bbl for
the year ended December 31, 2009. The average price received for the crude oil sold decreased primarily as a result of a decrease in the oil price index on which the sales prices for a majority
of the oil production were based. The average price received for natural gas sold decreased from $6.44 per Mcf for the year ended December 31, 2008 to $2.80 per Mcf for the year ended
December 31, 2009. The average price received for natural gas sold decreased as a result of a decrease in the natural gas price index on which the sales prices for a majority of the natural gas
production were based.

Volumes.Sales volumes for crude oil decreased from 954 MBbls for the year ended December 31, 2008 to 949 MBbls for the year ended
December 31, 2009. Sales volumes for natural gas decreased from 104 MMcf for the year ended December 31, 2008 to 86 MMCF for the year ended December 31, 2009. The small decrease
in overall production sales volumes was less than the natural decline of the underlying properties.

Hedge activity.Hedge activity expense decreased from a $30.3 million loss for the year ended December 31, 2008 to a
$3.0 million gain for the year ended December 31, 2009. This decrease in hedge activity expense was due to the lower average NYMEX price per Bbl for 2009. The average NYMEX price per Bbl
of crude oil for 2009 was $61.80 compared to $99.65 for 2008. The weighted average settlement price of hedges for 2009 was $66.24 compared to $58.53 for 2008.

Bad debt expense.In 2008 MV Partners incurred bad debt expenses of $7.7 million as a result of the Eaglwing bankruptcy. Eaglwing
purchased
substantially all of the oil produced from the underlying properties in June 2008 and the first 18 days of July 2008 and, as a result of the bankruptcy, MV Partners wrote-off half
of the accounts receivable from production sold to Eaglwing during 2008. For the year ended December 31, 2009, MV Partners wrote off an additional 8% of the revenue from production sold to
Eaglwing during June 2008 and the first 18 days of July 2008. MV Partners also wrote off $16,000 due from SemCrude for the settlement of certain hedge contracts. See "Other
Events."

Direct operating expenses.Direct operating expenses decreased from $22.2 million for the year ended December 31, 2008 to
$20.4 million for the year ended December 31, 2009. This decrease was primarily a result of a decrease in lease operating expenses and property tax expense.

Lease maintenance expense.Lease maintenance expense decreased from $1.6 million for the year ended December 31, 2008 to
$1.4 million for the year ended December 31, 2009. This decrease in lease maintenance expense was primarily the result of scheduled projects being postponed.

Production and property tax expense.Production and property tax expense was $3.2 million for the year ended December 31, 2008
compared
to $2.2 million for the year ended December 31, 2009. The decrease
was a result of lower property tax valuations and the decreased revenue on which the production tax was calculated.

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Comparison of Results of the Underlying Properties for the Years Ended December 31, 2008 and 2007

Excess of revenues over direct operating expenses for the underlying properties was $31.3 million for the year ended
December 31, 2008, compared to $39.5 million for the year ended December 31, 2007. The decrease was primarily a result of a write-off for half of the revenue from
production sold to Eaglwing during June 2008 and the first 18 days of July 2008 and a related decrease in sales of oil production in July and August 2008. See "Other Events." There
was a small increase in total revenue as a result of an increase in the average price received for the oil sold in 2008, which was offset by an increase in hedge and other derivative expense. An
increase in direct operating expenses also reduced excess of revenues over direct operating expenses.

Revenues.Revenues from oil, natural gas and natural gas liquid sales increased $24.3 million to $91.5 million for the year
ended
December 31, 2008 compared to $67.2 million for the year ended December 31, 2007. This increase in revenues was primarily the result of an increase in the average price received
for crude oil sold from $66.96 per Bbl for the year ended December 31, 2007 to $94.88 per Bbl for the year ended December 31, 2008. This increase in revenues reflects an increase in the
average price received for natural gas sold from $5.58 per Mcf for the year ended December 31, 2007 to $6.44 per Mcf for the year ended December 31, 2008. Total revenues increased
2.0 million from $59.2 million for the year ended December 31, 2007 to $61.2 million for the year ended December 31, 2008.

Prices.The average price received for crude oil sold increased from $66.96 per Bbl for the year ended December 31, 2007 to $94.88
per Bbl for
the year ended December 31, 2008. The average price received for the crude oil sold increased primarily as a result of an increase in the oil price index on which the sales prices for a
majority of the oil production were based. The average price received for natural gas sold increased from $5.58 per Mcf for the year ended December 31, 2007 to $6.44 per Mcf for the year ended
December 31, 2008. The average price received for natural gas sold increased as a result of an
increase in the natural gas price index on which the sales prices for a majority of the natural gas production were based.

Volumes.Sales volumes for crude oil decreased from 992 MBbls for the year ended December 31, 2007 to 954 MBbls for the year ended
December 31, 2008. Sales volumes for natural gas increased from 98 MMcf for the year ended December 31, 2007 to 104 MMCF for the year ended December 31, 2008. The small decrease
in overall production sales volumes was less than the natural decline of the underlying properties. A small decrease in production sales volumes resulted when some of the leases were
shut-in during July while the operators searched for new purchasers due to the bankruptcy of Eaglwing.

Hedge and other derivative activity.Hedge and other derivative activity expense increased from $8.0 million for the year ended
December 31, 2007 to $30.3 million for the year ended December 31, 2008. This increase in hedge and other derivative activity expense of $22.3 million for the year ended
December 31, 2008 was due to a $23.3 million increase in realized hedge losses and a $1.0 million increase in ineffectiveness of hedges and other derivatives then in place being
recorded to the income account for the year. The increase in realized hedge losses was due to the higher average NYMEX price per Bbl for 2008. The average NYMEX price per Bbl of crude oil for 2008 was
$99.65 compared to $72.34 for 2007. The weighted average settlement price of hedges and other derivatives for 2008 was $58.53 compared to $62.52 for 2007.

Bad debt expense.In 2008 MV Partners incurred bad debt expenses of $7.7 million as a result of the Eaglwing bankruptcy, compared
to no bad
debt expense in 2007. Eaglwing purchased substantially all of the oil produced from the underlying properties in June 2008 and the first half of July 2008 and, as a result of the bankruptcy, MV
Partners wrote-off half of the accounts receivable from production sold to Eaglwing during 2008. See "Other Events."

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Direct operating expenses.Direct operating expenses increased from $19.7 million for the year ended December 31, 2007 to
$22.2 million for the year ended December 31, 2008. This increase was primarily a result of an increase in lease operating expenses and property tax expense.

Lease maintenance expense.Lease maintenance expense decreased from $2.0 million for the year ended December 31, 2007 to
$1.6 million for the year ended December 31, 2008. This decrease in lease maintenance expense was primarily due to the timing of scheduled projects in 2007.

Production and property tax expense.Production and property tax expense was $2.5 million for the year ended December 31,
2007 compared
to $3.2 million for the year ended December 31, 2008. The increase was a result of higher property tax valuations and the increased revenue on which the production tax is calculated.

Liquidity and Capital Resources

Other than trust administrative expenses, including any reserves established by the trustee for future liabilities, the trust's only
use of cash is for distributions to trust unitholders. Administrative expenses include payments to the trustee as well as an annual administrative fee to MV Partners pursuant to the administrative
services agreement. Each quarter, the trustee determines the amount of funds available for distribution. Available funds are the excess cash, if any, received by the trust from the net profits
interest, payments from the hedge contracts and other sources (such as interest earned on any amounts reserved by the trustee) that quarter, over the trust's liabilities for that quarter. Available
funds are reduced by any cash the trustee decides to hold as a reserve against future liabilities. The trustee may cause the trust to borrow funds required to pay expenses if the trustee determines
that the cash on hand and the cash to be received are insufficient to cover the trust's liabilities. If the trust borrows funds, the trust unitholders will not receive distributions until the borrowed
funds are repaid. During 2008, MV Partners made several advances to the trust for trust expenses. During 2009, MV Partners made no advances to the trust for trust expenses.

Income
to the trust from the net profits interest is based on the calculation and definitions of "gross proceeds" and "net proceeds" contained in the conveyance.

As
further discussed below, MV Partners' development and workover program will require MV Partners to make future capital expenditures in connection with the development, exploration and
production of oil and gas. Substantially all of the underlying properties are located in mature fields and MV Partners does not expect future costs for the underlying properties to change
significantly as compared to recent historical costs other than increases due to increases in the general cost of oilfield services.

The
trust does not have any transactions, arrangements or other relationships with unconsolidated entities or persons that could materially affect the trust's liquidity or the
availability of capital resources.

As
noted above, Eaglwing purchased substantially all of the oil produced from the underlying properties during June 2008 and the first 18 days of July 2008 and subsequently filed
bankruptcy. Because of the nonpayment by Eaglwing and decreased sales by MV Partners during July and August 2008, there were not sufficient net proceeds collected by MV Partners from July 1,
2008 through September 30, 2008 for MV Partners to distribute cash to the trust with respect to the net profits interest relating thereto. As a result, the scheduled quarterly distribution by
the trust in October 2008 was not made and the January 2009 distribution was substantially impacted. There was no impact from such nonpayment by Eaglwing on the April, July, or October 2009
distributions. See "Other Events."

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Other Events

As publicly reported, on July 22, 2008, SemCrude and certain of its affiliates, including Eaglwing, filed voluntarily petitions
for reorganization under Chapter 11 of the United States Bankruptcy Code. Eaglwing purchased substantially all of the crude oil production of the underlying properties for the month of June
2008 and for the first 18 days of July 2008, after which date further sales to Eaglwing were terminated. Eaglwing has not yet paid the purchase price for such sales. Recovery on the amounts
owing from Eaglwing will depend on the bankruptcy process governing Eaglwing and its debtor affiliates. At this time, there can be no assurance as to the dollar amount, if any, that may be recovered
or the timing of any such recovery.

On
September 17, 2008, the court in the consolidated SemCrude bankruptcy case entered an order that allows the contractual operators for the underlying properties of MV Partners,
Vess Oil and Murfin Drilling, to file proofs of claims for statutory lien claims on their behalf and on behalf of working interest owners (inclusive of MV Partners' interests), overriding royalty
owners and royalty owners. Vess Oil and Murfin Drilling filed proofs of claims on a lease by lease basis on behalf of the working interest owners (inclusive of MV Partners' interests), overriding
royalty owners and royalty owners for the leases that each operates and continue to pursue vigorously their interests in the bankruptcy process.

Approximately
$9.5 million in sales in June to Eaglwing of production from the underlying properties was to have been paid by July 20, 2008. Approximately
$5.9 million in sales in July to Eaglwing of production from the underlying properties was to have been paid by August 20, 2008. The specified dollar amounts are associated with all
production from the underlying properties, and not just the 80% portion attributable to the net profits interest held by the trust.

Beginning
July 18, 2008, substantially all of the production from the underlying properties subject to the net profits interest went into on-location storage tanks and
a portion of the oil production was shut-in pending resolution of the marketing process for the production. As of July 31, 2008, Vess Oil and Murfin Drilling recommenced general
sales of production from the underlying properties to several purchasers other than Eaglwing, including MV Purchasing, under short-term arrangements using market sensitive pricing. MV
Purchasing is majority owned by the indirect equity owners of MV Partners. Sales to purchasers are under terms ranging from one month to six months, using market sensitive pricing. Since
mid-August 2008, three purchasers, including MV Purchasing, have been purchasing substantially all of the crude oil production, and a substantial portion of the crude oil production may be
acquired by one or more single purchasers. MV Partners does not believe that loss of any of these parties as a purchaser would have a material adverse impact on the business of MV Partners, as
substitute purchasers are generally available; however, a purchaser's failure to pay for purchased crude oil could have a significant adverse impact on MV Partners' business.

As
of August 7, 2008, field operations at the underlying properties returned to substantially normal operations, although it took until mid-August before the marketing
of crude oil production normalized to the sales process and volumes that existed prior to July 18, 2008. Consistent with past practice, each purchaser handles the administrative aspects of the
revenue distribution process associated with such crude oil sales, based on required royalty payments and related division orders.

Hedge
contracts relating to approximately 30,000 Bbls of oil per month were with SemCrude for each month during 2008. MV Partners paid under the terms of hedge contracts with SemCrude
through September 2008 instead of trying to off-set amounts due on the crude oil sales in June and the first 18 days of July 2008 because the contract counterparties are different,
as SemCrude was the counterparty under the hedge contracts and Eaglwing was the debtor owing money for the crude oil sales. SemCrude owed MV Partners under the hedge contracts for the months of
November and December 2008 because the average of the settlement price for each commodity business day in the contract month was below $60.70 and SemCrude did not pay such amounts due. MV Partners did
not

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pay
SemCrude approximately $480,717 under the terms of the hedge contract with SemCrude for October 2008, and instead filed a claim with SemCrude that netted the amounts due for SemCrude with the
amount due by MV Partners, with a net payment due from SemCrude of approximately $16,000. There can be no assurance that MV Partners will collect any amounts owing from SemCrude under such contracts.

Given
the bankruptcy filing by Eaglwing and the uncertainty of recovery by MV Partners of its crude oil sales in June and the first 18 days of July 2008, and that MV Partners did
not realize revenues from crude oil sales in August until late September 2008, MV Partners had to consider available alternatives for accessing needed funds for its ongoing business activities,
including payment obligations under its hedge contracts.

On
August 7, 2008, MV Partners closed on two separate credit facilities providing an aggregate of $9 million of funding capacity for general corporate purposes. The first
credit facility consisted of a new $6 million secured revolving line of credit pursuant to an amended and restated credit agreement with MV Partners' bank group. Pursuant to the terms of the
revolving line of credit, the maximum amount outstanding thereunder reduced quarterly by $1,333,334 as of each of December 31, 2008, March 31, 2009 and June 30, 2009, with the
facility maturing on August 5, 2009. On August 18, 2008, MV Partners borrowed $4.5 million on this line. On October 2, 2008, MV Partners prepaid $1,600,000 in principal and
reduced this credit facility to a maximum of $3,000,000. On October 27, 2008, MV Partners prepaid $1,900,000 in principal, and on December 3, 2008, MV Partners prepaid an additional
$1,000,000, so that there was no balance outstanding as of December 31, 2008. Based on the periodic election of MV Partners, interest accrued on amounts outstanding under this facility at prime
plus .50% or LIBOR plus 2%.

The
second credit facility consisted of a new unsecured loan in an aggregate principal amount of $3 million from indirect equity owners of MV Partners. Payments on the loan in the
amount of $666,667 were due and paid on each of December 31, 2008, March 31, 2009 and June 30, 2009, with the remaining balance of the loan due and paid on August 5, 2009.
Based on the periodic election of MV Partners, interest accrued on this facility at prime plus .50% or LIBOR plus 2%. Both credit facilities matured in August 2009.

Because
of the nonpayment by Eaglwing and decreased sales by MV Partners during July and August 2008, there were not sufficient net proceeds collected by MV Partners from July 1,
2008 through September 30, 2008 for MV Partners to distribute cash to the trust with respect to the net profit interest relating thereto. As a result, the scheduled quarterly distribution by
the trust in October 2008 was not made and the January 2009 distribution was substantially impacted. Neither the trust nor the trust unitholders were liable for any costs in excess of net proceeds;
however, the trust was not entitled to receive any net proceeds until future net proceeds exceeded the total of those excess costs, plus interest at the prime rate.

The
first quarterly distribution for 2009 was $981,439, or $0.08534252 per trust unit, and was made on January 26, 2009 to trust unitholders owning trust units as of
January 15, 2009. Such distribution included the net proceeds of production collected by MV Partners from October 1, 2008 through December 31, 2008, including all hedge contract
settlements. This distribution included a recovery of the fourth quarter 2008 shortage of $4,839,426 and applicable interest of $49,753. The distribution included a repayment of the $250,000 borrowed
from MV Partners during the third and fourth quarters of 2008. The trustee also withheld $250,000 from the distribution for future trust expenses.

On
October 28, 2009, a bankruptcy judge confirmed the SemGroup's Plan. Under the Plan, producers are to recover a portion of their undisputed allowed claims against the SemGroup.
The amount recoverable by each producer depends on various factors, including the dates of sale to the SemGroup. Pursuant to the Plan, producers with claims for July Sales are to receive 100% of their
undisputed allowed claims and producers that sold oil and gas to the SemGroup between June 1, 2008

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and
July 1, 2008 are to receive a proportionate allocation of the remaining cash for the allowed secured producer claims.

On
December 1, 2009, the SemGroup filed with the bankruptcy court a verification that the conditions had been met for the Plan to become effective and that the settlement with
producers proposed in the Plan would be funded, and in connection therewith, emerged from bankruptcy. The Plan acknowledges that there may be disagreement between the SemGroup and the various
producers as to the amount to be paid for July Sales. The Plan requires producers to work with the court-approved producer representative to resolve any disagreement regarding the amount of any claim
for July Sales filed by the producer and the amount that the SemGroup listed in its disclosure schedules to the Plan. Vess Oil and Murfin Drilling, as operators of the underlying properties, have
agreed with the bankruptcy court as to the amount of settlement due for the July Sales associated with the underlying properties. Although a settlement has been reached, it is currently estimated the
earliest the SemGroup will be able to forward a payment to interest owners, inclusive of MV Partners, for the claims for July Sales will be towards the end of the first quarter or during the second
quarter of 2010; however, there can be no assurance as to the timing of the actual payment. The proceeds from the sale of oil volumes of MV Partners during June 2008 are still pending the outcome of
the bankruptcy proceedings. As a result of the bankruptcy, MV Partners wrote-off half of the accounts receivable from production sold to Eaglwing during June 2008 and the first
18 days of July 2008 for the year ended December 31, 2008 and an additional 8% of the revenue for the year ended December 31, 2009.

If
MV Partners ultimately collects from Eaglwing any of the June and July revenue discussed above, 80% of such collections will be paid to the trust in accordance with the net profits
interest.

Planned Development and Workover Program

Since acquiring the underlying properties in 1998 and 1999, MV Partners has implemented a development program on the properties
comprising the underlying properties to develop further proved undeveloped reserves and to help offset the natural decline in production. These activities included recompletion of certain existing
wells into new producing horizons, workovers of existing wells and the drilling of infill development wells.

The
development program that MV Partners currently intends to implement over the five years ending December 31, 2014 with respect to the underlying properties categorized as
proved undeveloped reserves consists of drilling development wells, recompletion and workover projects and polymer workovers. The development program that MV Partners currently intends to implement
over the next five years with respect to the underlying properties categorized as proved developed non-producing reserves consists of well-reactivation projects, injection
well-workover projects, recompletion projects and well-workover projects.

MV
Partners has undertaken 3-D seismic surveys covering several leases constituting a part of the underlying properties. These leases have over 31 undrilled offset locations
of varying quality based on offset production and subsurface mapping. The 3-D data was utilized to refine the subsurface mapping with respect to the size of mapped sink holes and to define
smaller structural features along the edges of the main formation reservoir. Using this data, MV Partners has scheduled the drilling of 17 proved undeveloped locations over the five years ending
December 31, 2014. MV Partners has expanded its 3-D seismic program into other fields constituting a part of the underlying properties.

MV
Partners expects total capital expenditures for the underlying properties during the five years ending December 31, 2014 will be approximately $16.1 million. Of this
total, MV Partners contemplates spending approximately $12.2 million to drill development wells in seven project areas and approximately $3.9 million for recompletion and workovers of
existing wells. MV Partners expects that these capital projects will add production that will partially offset the natural decline in production otherwise expected to occur with respect to the
underlying properties. The trust is not directly obligated

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to
pay any portion of any capital expenditures made with respect to the underlying properties; however, capital expenditures made by MV Partners with respect to the underlying properties will be
deducted from the gross proceeds in calculating the net proceeds from which cash will be paid to the trust. As a result, the trust will indirectly bear an 80% (subject to certain limitations during
the final three years of the trust, as described above under "BusinessComputation of Net ProceedsNet Profits Interest") share of any capital expenditures made with respect to
the underlying properties. Accordingly, higher or lower capital expenditures will, in general, directly decrease or increase, respectively, the cash received by the trust in respect of its net profits
interest. As the cash received by the trust in respect of the net profits interest will be reduced by the trust's pro rata share of these capital expenditures, MV Partners expects that it will incur
capital expenditures with respect to the underlying properties throughout the term of the trust on a basis that balances the impact of the capital expenditures on current cash distributions to the
trust unitholders with the longer term benefits of increased oil and natural gas production expected to result from the capital expenditures. In addition, MV Partners may establish a capital reserve
of up to $1.0 million in the aggregate at any given time to reduce the impact on distributions of uneven capital expenditure timing.

MV
Partners, as the operator of the underlying properties, is entitled to make all determinations related to capital expenditures with respect to the underlying properties, and there are
no limitations on the amount of capital expenditures that MV Partners may incur with respect to the underlying
properties, except as described above under "BusinessComputation of Net ProceedsNet Profits Interest." As the trust unitholders would not be expected to fully realize the
benefits of capital expenditures made with respect to the underlying properties towards the end of the term of the trust, during each twelve-month period beginning on the later to occur of
(1) June 30, 2023, and (2) the time when 13.2 MMBoe have been produced from the underlying properties and sold (which is the equivalent of 10.6 MMBoe in respect of the net profits
interest), capital expenditures that may be taken into account in calculating net proceeds attributable to the net profits interest will be limited to the average annual capital expenditures during
the preceding three years, as adjusted for inflation. See "BusinessComputation of Net ProceedsNet Profits Interest."

Off-Balance Sheet Arrangements

The trust has no off-balance sheet arrangements. The trust has not guaranteed the debt of any other party, nor does the
trust have any other arrangements or relationships with other entities that could potentially result in unconsolidated debt, losses or contingent obligations.

Contractual Obligations

As of December 31, 2009, the trust had no obligations or commitments to make future contractual payments other than the
administrative services fee and trustee fee payable to MV Partners and the trustee, respectively. See "Financial Statements and Supplementary DataNotes to Financial
StatementsNote GRelated Party Transactions."

Hedge Contracts

The revenues derived from the underlying properties depend substantially on prevailing crude oil and, to a lesser extent, natural gas
and natural gas liquid prices. As a result, commodity prices also affect the amount of cash flow available for distribution to the trust unitholders. Lower prices may also reduce the amount of oil,
natural gas and natural gas liquids that MV Partners can economically produce. MV Partners sells the oil, natural gas and natural gas liquid production from the underlying properties under floating
market price contracts each month. MV Partners has entered into the hedge contracts to reduce the exposure of the revenues from oil production from the underlying properties for 2010 to fluctuations
in crude oil prices and to achieve more predictable cash flow. However, these contracts limit the amount of cash available for distribution if prices increase. The terms of the

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conveyance
of the net profits interest prohibit MV Partners from entering into new hedging arrangements for the benefit of the trust. The trust does not enter into derivative contracts for trading or
speculative purposes. The hedge contracts consist of fixed price swap contracts that have been placed with major trading counterparties who MV Partners believes represent relatively low credit risks.
MV Partners cannot provide assurance, however, that these trading counterparties will not become credit risks in the future. For 2010, approximately 70% of the volumes subject to the swap contracts
are under swap contracts with Union Bank, N.A.; the remaining volumes are under swap contracts with Bank of America.

The
crude oil swap contracts will settle based on the average of the settlement price for each commodity business day in the contract month. In a swap transaction, the counterparty is
required to make a payment to MV Partners for the difference between the fixed price and the settlement price if the settlement price is below the fixed price. MV Partners is required to make a
payment to the counterparty for the difference between the fixed price and the settlement price if the settlement price is above the fixed price. From January 1, 2010 through
December 31, 2010, MV Partners' crude oil price risk management positions in swap contracts are as follows:

Fixed Price SwapsMonth

Volumes (Bbls)

Weighted
Average Price
(Per Bbl)January 2010


53,150


65.03February 2010


53,150


65.03March 2010


53,150


65.03April 2010


53,150


65.03May 2010


53,150


65.03June 2010


53,150


65.03July 2010


53,150


65.03August 2010


53,150


65.03September 2010


53,150


65.03October 2010


53,150


65.03November 2010


53,150


65.03December 2010


53,150


65.03


MV
Partners has agreed to convey to the trust 80% of all proceeds that it receives upon settlement of the hedge contracts. There are certain risks associated with this conveyance in the
event that MV Partners becomes involved as a debtor in bankruptcy proceedings. See "Risk FactorsIf the financial position of MV Partners degrades in the future, MV Partners may not be
able to satisfy its obligations to the trust." In addition, the aggregate amounts paid by MV Partners on settlement of the hedge contracts will be deducted from the gross proceeds available for
payment to the trust under the net profits interest. See "BusinessComputation of Net ProceedsNet Profits Interest."

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

Substantially all of the income to the trust is derived from the net profits interest, which generally entitles the trust to receive
80% of the net proceeds from oil and gas production from the underlying properties, and the trust's interest in the hedge contracts, which generally entitles the trust to receive 80% of any proceeds
received by MV Partners from the settlement of certain hedges in existence on January 24, 2007. Consequently, the trust is exposed to market risk from fluctuations in oil and gas prices. For
more information regarding the hedge contracts, please see "Trustee's Discussion and Analysis and Results of OperationsHedge Contracts." Although the trust may borrow money to pay
expenses of the trust, the amount of any such borrowings is unlikely to be material to the trust. As a result, the trust is not subject to any material interest rate market risk.

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Item 8.    Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

To
the Trustee and Unitholders
MV Oil Trust

We
have audited the accompanying statements of assets and trust corpus of MV Oil Trust (the "Trust") as of December 31, 2008 and 2009 and the related statements of distributable
income and changes in trust corpus for each of the years in the three years ended December 31, 2009. These financial statements are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

As
described in Note B to the financial statements, these financial statements have been prepared on a cash basis of accounting, which is a comprehensive basis of accounting other
than accounting principles generally accepted in the United States of America.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the assets and trust corpus of MV Oil Trust as of December 31, 2008 and 2009
and its distributable income and its changes in trust corpus for each of the years in the three years ended December 31, 2009, on the basis of accounting described in Note B.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), MV Oil Trust's internal control over financial reporting as of
December 31, 2009, based on criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) and our report dated March 16, 2010 expressed an unqualified opinion thereon.

/s/
Grant Thornton LLP

Wichita,
Kansas
March 16, 2010

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MV OIL TRUST        STATEMENTS OF ASSETS AND TRUST CORPUS

December 31,2008

2009ASSETSCash and cash equivalents

$
17,632

$
66,965Investment in net profits interest


50,383,675


50,383,675Accumulated amortization


(7,606,625
)

(11,018,255
)Total assets

$
42,794,682

$
39,432,385TRUST CORPUSTrust corpus, 11,500,000 Trust units issued and outstanding at December 31, 2008 and 2009

$
42,794,682

$
39,432,385


STATEMENTS OF DISTRIBUTABLE INCOME

Year ended December 31,2007

2008

2009Income from net profits interest and hedge and other derivative activities

$
33,581,080

$
21,356,403

$
19,024,707Net advances from (repayments to) MV Partners, LLC


30,000


220,000


(250,000
)Cash withheld for future Trust expenses


(1,913
)

(14,719
)

(49,333
)General and administrative(1)


(757,588
)

(785,273
)

(780,970
)Distributable income

$
32,851,579

$
20,776,411

$
17,944,404Distributions per unit (11,500,000 units issued and outstanding for 2007, 2008 and 2009)

$
2.8567

$
1.8066

$
1.5604


(1)Includes
$90,000, $67,296 and $67,492 paid to MV Partners, LLC during the years ended December 31, 2007, 2008 and 2009, respectively, and
$150,000 paid to The Bank of New York Mellon Trust Company, N.A. during each of the years ended December 31, 2007, 2008 and 2009.


STATEMENTS OF CHANGES IN TRUST CORPUS

Year ended December 31,2007

2008

2009Trust corpus, beginning of year

$
1,000

$
46,200,057

$
42,794,682Investment in net profits interestJanuary 24, 2007


50,383,675





Cash proceeds


33,581,080


21,356,403


19,024,707Net advances from (repayments to) MV Partners, LLC


30,000


220,000


(250,000
)Cash distributions


(32,851,579
)

(20,776,411
)

(17,944,404
)Trust expenses


(757,588
)

(785,273
)

(780,970
)Amortization of net profits interest


(4,186,531
)

(3,420,094
)

(3,411,630
)Trust corpus, end of year

$
46,200,057

$
42,794,682

$
39,432,385


The
accompanying notes are an integral part of these statements.

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MV Oil Trust        NOTES TO FINANCIAL STATEMENTS

NOTE AORGANIZATION OF THE TRUST

MV Oil Trust (the "Trust") is a statutory trust formed on August 3, 2006, under the Delaware Statutory Trust Act pursuant to a Trust Agreement (the "Trust Agreement") among MV
Partners, LLC ("MV Partners") as trustor, The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"), and Wilmington Trust Company, as Delaware Trustee (the "Delaware
Trustee").

The
Trust was created to acquire and hold a term net profits interest for the benefit of the Trust unitholders pursuant to a conveyance from MV Partners to the Trust. The term net
profits interest is an interest in underlying properties consisting of MV Partner's net interests in all of its oil and natural gas properties located in the Mid-Continent region in the
states of Kansas and Colorado (the "underlying properties"). These oil and gas properties include approximately 1,000 producing oil and gas wells.

The
net profits interest is passive in nature and the Trustee has no management control over and no responsibility relating to the operation of the underlying properties. The net profits
interest entitles the Trust to receive 80% of the net proceeds attributable to MV Partners' interest from the sale of production from the underlying properties. The net profits interest will terminate
on the later to occur of (1) June 30, 2026 or (2) the time when 14.4 million barrels of oil equivalent (MMBoe) have been produced from the underlying properties and sold
(which amount is the equivalent of 11.5 MMBoe with respect to the Trusts 80% net profits interest), and the Trust will soon thereafter wind up its affairs and terminate.

The
Trustee can authorize the Trust to borrow money to pay Trust administrative or incidental expenses that exceed cash held by the Trust. The Trustee may authorize the Trust to borrow
from the Trustee or the Delaware Trustee as a lender provided the terms of the loan are similar to the terms it would grant to a similarly situated commercial customer with whom it did not have a
fiduciary relationship. The
Trustee may also deposit funds awaiting distribution in an account with itself and make other short term investments with the funds distributed to the Trust.

NOTE BTRUST ACCOUNTING POLICIES

A summary of the significant accounting policies of the Trust follows.

1.Basis of accounting

The
Trust uses the cash basis of accounting to report Trust receipts of the term net profits interest, receipts under the hedge and other derivative contracts and payments of expenses
incurred. The term net profits interest is revenues (oil, gas and natural gas liquid sales net of any payments made in connection with the settlement of the hedge and other derivative contracts) less
direct operating expenses (lease operating expenses, lease maintenance, lease overhead, and production and property taxes) and an adjustment for lease equipment cost and lease development expenses
(which are capitalized in financial statements prepared in accordance with generally accepted accounting principles) of the underlying properties times 80% (term net profits interest percentage). In
addition, the Trust will be entitled to receive 80% of all payments received by MV Partners upon settlement of the hedge and other derivative contracts. Actual cash receipts may vary due to timing
delays of actual cash receipts from the property operators or purchasers and due to wellhead and pipeline volume balancing agreements or practices. The actual cash distributions of the Trust will be
made based on the terms of the conveyance creating the Trust's net profits interest, which is on a cash basis of accounting. Expenses of the Trust, which include accounting, engineering, legal and
other professional fees, Trustee

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MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE BTRUST ACCOUNTING POLICIES (Continued)

fees,
an administrative fee paid to MV Partners and out-of-pocket expenses, are recognized when paid. Under accounting principles generally accepted in the United
States of America, revenues and expenses would be recognized on an accrual basis. Amortization of the investment in net profits interest is recorded on a unit-of-production
method in the period in which the cash should have been received with respect to such production. Such amortization does not reduce distributable income, rather it is charged directly to Trust corpus.

This
comprehensive basis of accounting other than generally accepted accounting principles corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange
Commission (the "SEC") as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts.

Investment
in the net profits interest is recorded initially at the historical cost of MV Partners and is periodically assessed to determine whether its aggregate value has been impaired
below its total capitalized cost based on the underlying properties. The Trust will provide a write-down to its investment in the net profits interest to the extent that total capitalized
costs, less accumulated amortization, exceed undiscounted future net revenues attributable to the proved oil and gas reserves of the underlying properties.

2.Cash equivalents

For
purposes of these statements, the Trust considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

3.Use of estimates

The
preparation of financial statements requires estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant
estimates affecting these financial statements include estimates of proved oil and gas reserves, which are used to compute the Trust's amortization of net profits interest.

4.Subsequent events

The
Trust adopted a new standard on subsequent events during 2009. The standard defines subsequent events as either recognized subsequent events (events that provide additional evidence
about conditions at the Statements of Assets and Trust Corpus date) or nonrecognized subsequent events (events that provide evidence about conditions that arose after the Statements of Assets and
Trust Corpus date). Recognized subsequent events are recorded in the financial statements for the current period presented, while nonrecognized subsequent events are not. Both types of subsequent
events require disclosure in the financial statements if nondisclosure of such events causes the financial statements to be misleading. The adoption of this standard had no impact on the financial
statements of the Trust.

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MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE CNET PROFITS INTEREST

The net profits interest was recorded at the historical cost of MV Partners on January 24, 2007, the date of conveyance, and is calculated as follows:

Oil and gas properties

$
96,210,819Accumulated depreciation and depletion


(40,468,762
)Hedge asset


7,237,537Net property value to be conveyed


62,979,594Times 80% net profits interest to Trust

$
50,383,675


NOTE DINCOME FROM NET PROFITS INTEREST AND HEDGE AND OTHER DERIVATIVE ACTIVITIES

Year ended December 31,2007

2008

2009Excess of revenues over direct operating expenses and lease equipment and development costs(1)

$
41,663,897

$
26,695,504

$
24,077,132Amounts received to settle hedges and other derivatives


1,249,954





5,815,225Total of cash receipts over cash disbursements


42,913,851


26,695,504


29,892,357Times net profits interest over the term of the Trust


80
%

80
%

80
%Income from net profits interest and hedge and other derivative activities


34,331,080


21,356,403


23,913,886Recovery of deficiency from fourth quarter 2008








(4,889,179
)MV Partners reserve for future capital expenditures(2)


(750,000
)




Total cash proceeds received by the Trust(3)

$
33,581,080

$
21,356,403

$
19,024,707


(1)Per
the terms of the net profits interest, direct operating expenses, lease equipment and development costs are deducted when calculating the distributable
income to the Trust.(2)Per
the terms of the net profits interest, MV Partners can reserve up to $1.0 million for future capital expenditures at any time. During 2007, MV
Partners withheld $1.0 million from the first quarter payment. MV Partners utilized $0.5 million of this reserve in connection with the second quarter payment. MV Partners withheld
$0.25 million from the fourth quarter payment, leaving a balance in the reserve of $0.75 million at December 31, 2007. The reserve was unaffected during 2008 and 2009, leaving a
balance in the reserve of $0.75 million at December 31, 2008 and December 31, 2009.(3)The
cash proceeds received by the Trust are based upon the cash receipts from MV Partners for the oil and gas production. The revenues from oil production
are typically received one month after production, thus the cash received by the Trust during the year ended December 31, 2009 substantially represents the cash received for production by MV
Partners from September 2008 through August 2009 and the cash received by the Trust during the year ended December 31, 2008 substantially represents the production by MV Partners from September
2007 through August 2008


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MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE DINCOME FROM NET PROFITS INTEREST AND HEDGE AND OTHER DERIVATIVE ACTIVITIES (Continued)

and
the cash received by the Trust during the year ended December 31, 2007 substantially represents the cash received for production by MV Partners from July 2006 through August 2007.


MV
Partners has entered into certain hedge contracts related to the oil production from the underlying properties for the year 2010. Such contracts are at prices ranging from $63 to $69
per barrel of oil, and hedge approximately 70% of expected production from the underlying properties that are classified as proved developed producing in the reserve report. MV Partners has not
entered into any hedge contracts relating to oil volumes expected to be produced after 2010, and the terms of the conveyance of the net profits interest prohibit MV Partners from entering into new
hedging arrangements for the benefit of the trust. From January 1, 2010 through December 31, 2010, MV Partners' crude oil price risk management positions in fixed price swap contracts
cover 637,800 Bbls of oil at a weighted average price per Bbl of $65.03.

For
the year ended December 31, 2007, Eaglwing, L.P. ("Eaglwing") purchased 93% of the production from the underlying properties. For the year ended December 31,
2008, Eaglwing and MV Purchasing, LLC ("MV Purchasing"), which is majority owned by the indirect equity owners of MV Partners, purchased 60% and 13%, respectively, of the production from the
underlying properties. For the year ended December 31, 2009, MV Purchasing purchased 71% of the production from the underlying properties.

NOTE EINCOME TAXES

Tax counsel to the Trust advised the Trust at the time of formation that, under then current tax laws, in its opinion the net profits interest should be treated as a debt instrument for
federal income tax
purposes, and the Trust should be required to treat a portion of each payment it receives with respect to the net profits interest as interest income in accordance with the "noncontingent bond method"
under the original issue discount rules contained in the Internal Revenue Code of 1986, as amended, and the corresponding regulations. Tax counsel to the Trust also advised the Trust at the time of
formation that in its opinion the Trust will be treated as a grantor trust for federal income tax purposes. On the basis of this advice, Trust unitholders will be considered to own and receive the
Trust's assets and income and will be directly taxable thereon as if no trust were in existence. No provision for federal or state income taxes has been made in the accompanying statements.

NOTE FDISTRIBUTIONS TO UNITHOLDERS

The Trustee determines for each quarter the amount available for distribution to the Trust unitholders. This distribution is expected to be made on or before the 25th day of the
month following the end of each quarter to the Trust unitholders of record on the 15th day of the month following the end of each quarter (or the next succeeding business day). Such amounts
will be equal to the excess, if any, of the cash received by the Trust during the preceding quarter, over the expenses of the Trust paid during such quarter, subject to adjustments for changes made by
the Trustee during such quarter in any cash reserves established for future expenses of the Trust.

The
first quarterly distribution during 2007 was $1.0122 per Trust unit and was made on February 23, 2007 to Trust unitholders owning Trust units as of February 15, 2007.
This distribution consisted of an amount in cash paid by MV Partners equal to the amount that would have been payable to the Trust had the net profits interest been in effect during the period from
July 1, 2006

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MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE FDISTRIBUTIONS TO UNITHOLDERS (Continued)

through
December 31, 2006. Furthermore, this cash payment took into account 80% of all amounts paid to/by MV Partners from/to hedge contract counterparties for settlements related to the period
from July 1, 2006 to December 31, 2006. This distribution included a payment to MV Partners of $1,000,000 as a reserve for future capital expenses. During this quarter MV Partners
advanced the Trust $300,000 for trust expenses.

The
second quarterly distribution during 2007 was $0.533344609 per Trust unit and was made on April 25, 2007 to Trust unitholders owning Trust units as of April 16, 2007.
Such distribution included the net proceeds of production collected by MV Partners from January 1, 2007 through March 31, 2007, including all hedge contract settlements. This
distribution included a payment from MV Partners of $500,000 which had been previously withheld for future expenses.

The
third quarterly distribution during 2007 was $0.657281318 per Trust unit and was made on July 25, 2007 to Trust unitholders owning Trust units as of July 16, 2007. Such
distribution included the net proceeds of production collected by MV Partners from April 1, 2007 through June 30, 2007, including all hedge contract settlements. This distribution
included net proceeds from business interruption insurance of $200,000 that MV Partners received from the insurance company for storm damage during the first quarter 2007 as a replacement for lost
income. This amount was in addition to the property damage proceeds which were received from the insurance company which were used to reduce costs. During this quarter MV Partners advanced the Trust
$400,000 for Trust expenses.

The
fourth quarterly distribution during 2007 was $0.65383330 per Trust unit and was made on October 25, 2007 to Trust unitholders owning Trust units as of October 15,
2007. Such distribution included the net proceeds of production collected by MV Partners from July 1, 2007 through September 30, 2007, including all hedge contract settlements. This
distribution is net of a reserve for capital expenditures of $250,000 and a net repayment of the advance for Trust expenses of $370,000.

The
first quarterly distribution during 2008 was $0.63666998 per Trust unit and was made on January 25, 2008 to Trust unitholders owning Trust units as of January 15, 2008.
Such distribution included the net proceeds of production collected by MV Partners from October 1, 2007 through December 31, 2007. This distribution took into account 80% of all amounts
paid by MV Partners to hedge contract counterparties for settlements related to the period from October 1, 2007 to December 31, 2007. During this quarter MV Partners made net advances of
$120,000 to the Trust for trust expenses.

The
second quarterly distribution during 2008 was $0.52171564 per Trust unit and was made on April 25, 2008 to Trust unitholders owning Trust units as of April 15, 2008.
Such distribution included the net proceeds of production collected by MV Partners from January 1, 2008 through March 31, 2008. This distribution took into account 80% of all amounts
paid by MV Partners to hedge contract counterparties for settlements related to the period from January 1, 2008 to March 31, 2008. During this quarter MV Partners made net advances of
$250,000 to the Trust for trust expenses.

The
third quarterly distribution during 2008 was $0.64825809 per Trust unit and was made on July 25, 2008 to Trust unitholders owning Trust units as of July 15, 2008. Such
distribution included the net proceeds of production collected by MV Partners from April 1, 2008 through June 30, 2008. This distribution took into account 80% of all amounts paid by MV
Partners to hedge contract counterparties for settlements related to the period from April 1, 2008 to June 30, 2008. During this

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Table of Contents

MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE FDISTRIBUTIONS TO UNITHOLDERS (Continued)

quarter
the Trust made a net repayment of the advance for trust expenses to MV Partners in the amount of $300,000.

The
Trust did not make a fourth quarterly distribution during 2008. Eaglwing purchased substantially all of the crude oil production of the underlying properties for the month of June
2008 and for the first 18 days of July 2008. Eaglwing subsequently filed a voluntary petition for reorganization under the U.S. bankruptcy code and still has not paid the purchase price for
such purchases. Because of Eaglwing's bankruptcy, there were not sufficient net proceeds for MV Oil Trust to make a payment for the scheduled quarterly distribution in October 2008. See
Note JOther Events. During this quarter MV Partners made an advance of $150,000 to the Trust for trust expenses.

The
first quarterly distribution during 2009 was $0.08534252 per Trust unit and was made on January 26, 2009 to Trust unitholders owning Trust units as of January 15, 2009.
Such distribution included the net proceeds of production collected by MV Partners from October 1, 2008 through December 31, 2008. This distribution took into account 80% of all amounts
paid by MV Partners to hedge contract counterparties for settlements related to the period from October 1, 2008 to December 31, 2008. This distribution reflects that there were
sufficient net proceeds collected by MV Partners to cover the excess expenses and costs over revenues of an aggregate of $6,049,283 (with the Trust's 80% portion equal to $4,839,426) from the
underlying properties for the three months ended September 30, 2008, plus interest of $49,753.

The
second quarterly distribution during 2009 was $0.41900285 per Trust unit and was made on April 27, 2009 to Trust unitholders owning Trust units as of April 15, 2009.
Such distribution included the net proceeds of production collected by MV Partners from January 1, 2009 through March 31, 2009. This distribution also included 80% of all amounts paid to
MV Partners from hedge contract counterparties for settlements related to the period from January 1, 2009 to March 31, 2009.

The
third quarterly distribution during 2009 was $0.46103699 per Trust unit and was made on July 24, 2009 to Trust unitholders owning Trust units as of July 15, 2009. Such
distribution included the net proceeds of production collected by MV Partners from April 1, 2009 through June 30, 2009. This distribution also included 80% of all amounts paid to MV
Partners from hedge contract counterparties for settlements related to the period from April 1, 2009 to June 30, 2009.

The
fourth quarterly distribution in 2009 was $0.595 per Trust unit and was made on October 23, 2009 to Trust unitholders owning Trust units as of October 15, 2009. Such
distribution included the net proceeds of production collected by MV Partners from July 1, 2009 through September 30, 2009. This distribution also included 80% of all amounts paid to MV
Partners from hedge contract counterparties for settlements related to the period from July 1, 2009 to September 30, 2009.

As
of December 31, 2009, cumulatively, since inception, MV Oil Trust should have received payments for 2,519,272 net barrels of oil equivalent (unaudited).

63

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Table of Contents

MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE GRELATED PARTY TRANSACTIONS

The Trust has entered into an administrative services agreement with MV Partners that obligates the Trust, throughout the term of the Trust, to pay to MV Partners each quarter an
administrative services fee for accounting, bookkeeping and informational services performed by MV Partners on behalf of the Trust relating to the net profits interest. The annual fee was a total of
$62,400, $64,896 and $67,492 for 2007, 2008 and 2009, respectively, which will increase by 4% each year. During the years ended December 31, 2007, 2008 and 2009, the Trust paid MV Partners
$90,000, $67,296 and $67,492, respectively, for administrative services that covered the period from July 2006 through December 2007, January 2008 through December 2008, and January 2009 through
December 2009, respectively. The
administrative services agreement will terminate upon the termination of the net profits interest unless earlier terminated by mutual agreement of the Trustee and MV Partners.

The
Trust has entered into a Trust Agreement with the Trustee that obligates the Trust, throughout the term of the Trust, to pay to the Trustee each quarter a Trustee fee. The annual fee
was a total of $150,000 for each of 2007, 2008 and 2009. During the years ended December 31, 2007, 2008 and 2009, the Trust paid the Trustee $150,000 each year. The Trust Agreement will
terminate upon the termination of the net profits interest unless earlier terminated by mutual agreement of a majority of the Trust unitholders.

NOTE HADVANCE FOR TRUST EXPENSES

Under the terms of the Trust agreement, the Trustee is allowed to borrow money to pay Trust expenses. The Trust expense holdback in the third quarter of 2007 was not sufficient to pay
the third quarter expenses, so the Trustee borrowed $400,000 from MV Partners to pay Trust expenses. The Trust repaid $370,000 of the advance to MV Partners in the fourth quarter of 2007. The Trust
expense holdback in the first quarter of 2008 was not sufficient to pay the first quarter expenses, so the Trustee borrowed $150,000 from MV Partners to pay Trust expenses. The Trust also repaid
$30,000 for advances from prior quarters. The Trustee borrowed $400,000 from MV Partners during the second quarter of 2008 and repaid the $150,000 borrowed in the first quarter of 2008. The Trustee
borrowed $100,000 from MV Partners during the third quarter of 2008 and repaid the $400,000 borrowed in the second quarter of 2008. The Trust expense holdback in the third quarter 2008 was not
sufficient to pay expenses for the fourth quarter of 2008, so the Trustee borrowed $150,000 from MV Partners to pay Trust expenses. During the first quarter 2009, the Trustee repaid $250,000 borrowed
in previous quarters. During the second, third and fourth quarters of 2009, the Trust did not borrow any money, and there were no prior borrowings that had not been repaid. Since the Trust uses the
cash basis of accounting, a liability has not been recorded for any advances from MV Partners. The net advance is shown as an addition to Trust Corpus and is shown as a reduction to Trust Corpus when
it is repaid.

NOTE IPUBLIC OFFERING

On December 29, 2006, the registration statement on Form S-1 (Registration No. 333-136609) filed by MV Partners and the Trust in connection
with the initial public offering of the Trust units was declared effective by the SEC. The registration statement registered for sale to the public 8,625,000 Trust units of MV Oil Trust in the
aggregate. On January 24, 2007, MV Oil Trust issued 11,500,000 Trust units to MV Partners in exchange for the conveyance by MV Partners of the net profits interest discussed above as well as
interests in certain hedge contracts entered into by MV Partners. Immediately thereafter, MV Partners sold 7,500,000 of the Trust units in the offering at a price of $20 per unit and the
remaining 4,000,000 pro rata to each of the members of MV Partners at a price of

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Table of Contents

MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE IPUBLIC OFFERING (Continued)

$20 per
unit. Immediately following the sale by MV Partners to its members, the members of MV Partners sold in the offering 562,500 Trust units in the aggregate at a price of $20 per unit. On
January 31, 2007, the members of MV Partners sold in the offering an additional 562,500 Trust units in the aggregate at a price of $20 per unit.

NOTE JOTHER EVENTS

As publicly reported, on July 22, 2008, SemCrude, L.P. ("SemCrude") and certain of its affiliates, including Eaglwing, L.P. ("Eaglwing"), filed voluntarily petitions
for reorganization under Chapter 11 of the United States Bankruptcy Code. SemCrude was a counterparty to some of MV Partners' fixed price swap contracts during 2007 and 2008. After 2008, MV
Partners had no swap contracts with SemCrude. Eaglwing purchased substantially all of the crude oil production of the underlying properties for the month of June 2008 and for the first 18 days
of July 2008, after which date further sales to Eaglwing were terminated. Payment for approximately $9.5 million of the June sales to Eaglwing was due by July 20, 2008, and payment for
approximately $5.9 million of the July sales to Eaglwing was due by August 20, 2008. The specified dollar amounts are associated with all production from the underlying properties, and
not just the 80% portion attributable to the net profits interest held by the Trust. Eaglwing has not paid the purchase price for any such purchases and there can be no assurance what dollar amount,
if any, will be collected by MV Partners from Eaglwing, or the timing of any such collections.

From
July 18, 2008 until July 31, 2008, only minor amounts of crude oil production from the underlying properties were sold. On July 31, 2008, Vess Oil Corporation
("Vess Oil") and Murfin Drilling Company, Inc. ("Murfin Drilling") recommenced general sales of production from the underlying properties to several purchasers other than Eaglwing, including an
affiliated purchaser, under short-term arrangements using market sensitive pricing. As of August 7, 2008, field operations at the underlying properties returned to substantially
normal operations, although it took until mid-August before the marketing of crude oil production normalized to the sales process and volumes that existed prior to July 18, 2008.

On
October 28, 2009, a bankruptcy judge confirmed the SemGroup Fourth Amended Plan of Reorganization (the "Plan"). Under the Plan, producers are to recover a portion of their
undisputed allowed claims against SemCrude and certain of its affiliates, including Eaglwing (collectively, the "SemGroup"). The amount recoverable by each producer depends on various factors,
including the dates of sale to the SemGroup. Pursuant to the Plan, producers that sold oil and gas to the SemGroup on and between July 2, 2008 and July 22, 2008 (the "July Sales") are to
receive 100% of their undisputed allowed claims and producers that sold oil and gas to the SemGroup between June 1, 2008 and July 1, 2008 are to receive a proportionate allocation of the
remaining cash for the allowed secured producer claims.

On
December 1, 2009, the SemGroup filed with the bankruptcy court a verification that the conditions had been met for the Plan to become effective and that the settlement with
producers proposed in the Plan would be funded, and in connection therewith, emerged from bankruptcy. The Plan acknowledges that there may be disagreement between the SemGroup and the various
producers as to the amount to be paid for July Sales. The Plan requires producers to work with the court-approved producer representative to resolve any discrepancy between the amount of any claim for
July Sales filed by the producer and the amount that the SemGroup listed in its disclosure schedules to the

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Table of Contents

MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE JOTHER EVENTS (Continued)

Plan.
Vess Oil and Murfin Drilling, as operators of the underlying properties, have agreed with the bankruptcy court as to the amount of settlement due for the July Sales associated with the
underlying properties. Although a settlement has been reached, it is currently estimated the earliest the SemGroup will be able to forward a payment to interest owners, inclusive of MV Partners, for
the claims for July Sales will be towards the end of the first quarter or during the second quarter of 2010; however, there can be no assurance as to the timing of the actual payment. The proceeds
from the sale of oil volumes of MV Partners during June 2008 are still pending the outcome of the bankruptcy proceedings. Any such collections will be treated as revenues for purposes of calculating
the Trust's net profits interest in the quarter that such collections are received.

Because
of the nonpayment by Eaglwing and the decreased sales during July and August 2008, there were not sufficient net proceeds collected by MV Partners from July 1, 2008
through September 30, 2008 for MV Partners to distribute cash to the Trust with respect to the net profits interest relating thereto. Neither the Trust nor the Trust unitholders were liable for
any costs in excess of net proceeds; however, the Trust was not entitled to receive any distributions from MV Partners until future net proceeds exceeded the total of those excess costs, plus interest
at the prime rate. As a result, the quarterly distribution in January 2009 was substantially impacted.

Subsequent event

The first quarterly distribution for 2010 was $6,612,500, or $0.575 per Trust unit, and was made on January 25, 2010 to Trust
unitholders owning Trust units as of January 15, 2010. Such distribution included the net proceeds of production collected by MV Partners from October 1, 2009 through December 31,
2009, including all hedge contract settlements. The Trustee also withheld $176,558 from the distribution for future Trust expenses. This quarterly payment was for 191,899 net barrels of oil equivalent
(unaudited).

NOTE KDISCLOSURES ABOUT OIL AND GAS ACTIVITIES (UNAUDITED)

In December 2009, the Trust adopted revised oil and gas reserve estimation and disclosure requirements. The primary impact of the new disclosures is to conform the definition of proved
reserves with the SEC Modernization of Oil and Gas Reporting rules, which were issued by the SEC at the end of 2008. The accounting standards update revised the definition of proved oil and gas
reserves to require that the average, first-day-of-the-month price during the 12-month period before the end of the year, rather than the
year-end price, be used when estimating whether reserve quantities are economical to produce. This same 12-month average price is also used in calculating the aggregate amount
of (and changes in) future cash inflows related to the standardized measure of discounted future net cash flows. The rules also allow for the use of reliable technology to estimate proved oil and gas
reserves if those technologies have been demonstrated to result in reliable conclusions about reserve volumes. The unaudited supplemental information on oil and gas exploration and production
activities for 2009 has been presented in accordance with the new reserve estimation and disclosure rules, which may not be applied retrospectively. The 2006, 2007 and 2008 data are presented in
accordance with SEC oil and gas disclosure requirements effective during those periods. Adoption of the new rules had no effect on the 2009 financial statements.

Estimates
of the proved oil and gas reserves attributable to the Trust as of December 31, 2006, 2007, 2008 and 2009 are based on reports of Cawley, Gillespie &
Associates, Inc., independent

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Table of Contents

MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE KDISCLOSURES ABOUT OIL AND GAS ACTIVITIES (UNAUDITED) (Continued)

petroleum
and geological engineers, and the contract property management engineering staff of the managers of MV Partners who operate the underlying properties, in accordance with the provisions of
accounting literature for Oil and Gas Extractive Activities. Users of this information should be aware that the process of estimating quantities of "proved" and "proved developed" and "proved
undeveloped" crude oil, natural gas, and natural gas liquids reserves is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and
economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors, including additional development activity, evolving production
history and
continual reassessment of the viability of production under varying economic conditions. Consequently, material revisions to existing reserve estimates occur from time to time.

The
reserve data below represent estimates only and should not be construed as being exact. Moreover, the discounted values should not be construed as representative of the current
market value of the Net Profits Interest. A market value determination would include many additional factors including: (i) anticipated future oil and gas prices; (ii) the effect of
federal income taxes, if any, on the Trust; (iii) an allowance for return on investment; (iv) the effect of governmental legislation; (v) the value of additional potential
reserves, not considered proved at present, which may be recovered as a result of further exploration and development activities; and (vi) other business risks.

The
following tables set forth (i) the estimated net quantities of proved, proved developed and proved undeveloped oil, natural gas and natural gas liquids reserves attributable
to the Trust, and (ii) the standardized measure of the discounted future net profits interest income attributable to the Trust and the nature of changes in such standardized measure between
years. These tables are prepared on the accrual basis, which is the basis on which MV Partners maintains its production records and is different from the basis on which the Trust is reporting.

67

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Table of Contents

MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE KDISCLOSURES ABOUT OIL AND GAS ACTIVITIES (UNAUDITED) (Continued)

ESTIMATED QUANTITIES OF OIL AND GAS RESERVES

Oil
(Bbls)

Gas
(Mcf)

NGL
(Bbls)Proved reservesBalance at December 31, 2006(1)


11,075,582


922,983


69,870Revisions of previous estimates


(117,965
)

(16,306
)

(20,835
)Production


(787,380
)

(79,960
)

(4,126
)Balance at December 31, 2007


10,170,237


826,717


44,909Revisions of previous estimates


(48,210
)

100,697


(6,817
)Production


(770,168
)

(80,922
)

(4,262
)Balance at December 31, 2008


9,351,859


846,492


33,830Revisions of previous estimates


86,958


(195,805
)

1,426Production


(755,635
)

(68,817
)

(4,094
)Balance at December 31, 2009


8,683,182


581,870


31,162Proved developed reservesDecember 31, 2006(1)


9,555,319


922,983


69,870December 31, 2007


8,730,051


826,717


44,909December 31, 2008


7,997,578


846,492


33,830December 31, 2009


7,396,975


581,870


31,162Proved undeveloped reservesDecember 31, 2006(1)


1,520,263





December 31, 2007


1,440,186





December 31, 2008


1,354,281





December 31, 2009


1,286,207








(1)The
conveyance of the net profits interest took place on January 24, 2007, however the reserves are presented as of December 31, 2006. The
Trust also received revenue associated with the production for the months of July 2006 through December 2006.


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Table of Contents

MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE KDISCLOSURES ABOUT OIL AND GAS ACTIVITIES (UNAUDITED) (Continued)




STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS  FROM PROVED OIL AND GAS RESERVES

Estimates of future net cash flows from proved reserves of crude oil, natural gas, and natural gas liquids are computed using
year-end prices for 2007 and 2008 and the average, first-day-of-the-month price during the 12-month period for 2009.

December 31,2007

2008

2009Future cash inflows

$
934,463,200

$
354,736,625

$
471,675,150Future costsProduction


(256,988,950
)

(198,712,475
)

(208,693,575
)Development


(14,630,400
)

(13,134,800
)

(12,843,200
)Future net cash flows


662,843,850


142,889,350


250,138,375Less 10% discount factor


(295,634,900
)

(63,024,768
)

(103,272,462
)Standardized measure of discounted future net cash flows

$
367,208,950

$
79,864,582

$
146,865,913


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Table of Contents

MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE KDISCLOSURES ABOUT OIL AND GAS ACTIVITIES (UNAUDITED) (Continued)

CHANGES IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH  FLOWS FROM PROVED OIL AND GAS RESERVES

2007

2008

2009Standardized measure at beginning of year(1)

$
214,850,075

$
367,208,950

$
79,864,582Net proceeds to the Trust


(33,581,080
)

(21,356,403
)

(19,024,707
)Proceeds not received for June and July production (See Note J)





(11,884,968
)

Net 2008 fourth quarter deficiency settled in January 2009





4,839,426


(4,839,426
)Net payments made to settle hedge contracts


(2,810,534
)

(18,445,426
)

(3,133,176
)Payments made to settle 2008 fourth quarter hedge contracts made in January 2009





(10,207,118
)

10,207,118Amounts received to settle hedges and other derivatives


999,963





4,652,180Net proceeds to the Trust, exclusive of net payments made to settle hedge contracts


(35,391,651
)

(57,054,489
)

(12,138,011
)Net changes in price and production costs


175,001,401


(262,367,137
)

68,625,211Changes in estimated future development costs


(4,307,851
)

(1,007,738
)

(630,763
)Development costs incurred during the year


2,975,920


2,454,400


1,806,000Revisions of quantity estimates


(5,064,671
)

(346,881
)

1,611,198Accretion of discount


21,485,008


36,720,895


7,986,458Other


(2,339,281
)

(5,743,418
)

(258,762
)Standardized measure at end of year

$
367,208,950

$
79,864,582

$
146,865,913


(1)The
conveyance of the net profits interest took place on January 24, 2007, however the reserves for 2007 are presented as of December 31,
2006. MV Oil Trust also received revenue associated with the production for the months of July 2006 through December 2006.


Prices
in effect at December 31, 2007 and 2008 and the average, first-day-of-the-month price during the 12-month period
for 2009 used in determining future net revenues related to the standardized measure calculation are as follows:

2007

2008

2009Oil (per Bbl)

$
91.01

$
37.35

$
53.96Gas (per Mcf)

$
6.46

$
5.63

$
3.51NGL (per Bbl)

$
78.63

$
19.98

$
33.87


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Table of Contents

MV Oil Trust

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE LSELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized Quarterly Results
Three months endedMarch 31

June 30

September 30

December 31(All numbers in thousands except per unit amounts)2009:Income from net profits interest and hedge and other derivative activities

$
1,481

$
5,069

$
5,477

$
6,998Distributable income

$
981

$
4,819

$
5,302

$
6,843Distributions per unit

$
0.0853

$
0.4190

$
0.4610

$
0.59502008:Income from net profits interest and hedge and other derivative activities

$
7,352

$
6,150

$
7,855

$
Distributable income

$
7,322

$
6,000

$
7,455

$
Distributions per unit

$
0.6367

$
0.5217

$
0.6483

$
0.0000


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Table of Contents

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.    Controls and Procedures.

Evaluation of disclosure controls and procedures.The trustee maintains disclosure controls and procedures designed to ensure that
information to be
disclosed by the trust in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and regulations
promulgated by the SEC. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the trust is accumulated and communicated by
MV Partners to The Bank of New York Mellon Trust Company, N.A., as trustee of the trust, and its employees who participate in the preparation of the trust's periodic reports as appropriate to allow
timely decisions regarding required disclosure.

As
of the end of the period covered by this report, the trustee carried out an evaluation of the trust's disclosure controls and procedures. Mike Ulrich, as Trust Officer of the trustee,
has concluded that the disclosure controls and procedures of the trust are effective.

Due
to the contractual arrangements of (i) the trust agreement and (ii) the conveyance of the net profits interest, the trustee relies on (A) information provided by
MV Partners, including historical operating data, plans for future operating and capital expenditures, reserve information and information relating to projected production, and (B) conclusions
and reports regarding reserves by the trust's independent reserve engineers. See Item 1A. Risk Factors "The trust and the public trust unitholders have no voting or managerial
rights with respect to MV Partners, the operator of the underlying properties. As a result, public trust unitholders have no ability to influence the operation of the underlying properties" in this
Form 10-K, and "Trustee's Discussion and Analysis of Financial Condition and Results of Operations" for a description of certain risks relating to these arrangements and reliance on
information when reported by MV Partners to the trustee and recorded in the trust's results of operations.

Changes in Internal Control Over Financial Reporting.During the fourth quarter ended December 31, 2009, there has been no change
in the
trust's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting relating to the
trust. 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 MV Partners.

Trustee's Report on Internal Control Over Financial Reporting.The trustee is responsible for establishing and maintaining adequate
internal control
over financial reporting, as such term is defined in Exchange Act Rules 13a-15f, by the trust. The trust's internal control over financial reporting is a process designed under the
supervision of the trustee to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the trust's financial statements for external purposes in accordance
with the accounting permitted for royalty trusts by the SEC as specified by Staff Accounting Bulletin Topic 12:E, Financial Statements of Royalty Trusts, which is a comprehensive basis of accounting
other than generally accepted accounting principles.

As
of December 31, 2009, the trustee assessed the effectiveness of the trust's internal control over financial reporting based on the criteria for effective internal control over
financial reporting established in "Internal ControlIntegrated Framework," issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, the
trustee determined that the trust maintained effective internal control over financial reporting as of December 31, 2009, based on those criteria.

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Grant
Thornton LLP, the independent registered public accounting firm that audited the financial statements of the trust included in this annual report on
Form 10-K, has also audited the effectiveness of the trust's internal control over financial reporting as of December 31, 2009, as stated in their accompanying report.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Trustee and Unitholders
MV Oil Trust

We
have audited MV Oil Trust's (the "Trust") internal control over financial reporting as of December 31, 2009, based on criteria established inInternal
ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Trustee is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Trustee's Report on Internal
Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Trust's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, MV Oil Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal ControlIntegrated
Frameworkissued by COSO.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statements of assets and trust corpus of MV Oil Trust as of
December 31, 2008 and 2009, and the related statements of distributable income and changes in trust corpus for each of the years in the three-year period ended December 31,
2009 and our report dated March 16, 2010 expressed an unqualified opinion on those financial statements.

/s/
Grant Thornton LLP

Wichita,
Kansas
March 16, 2010

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Item 9B.    Other Information.

None.

PART III

Item 10.    Directors, Executive Officers and Corporate Governance.

The trust has no directors or executive officers. The trustee is a corporate trustee that may be removed by the affirmative vote of the
holders of not less than a majority of the outstanding trust units at a meeting at which a quorum is present.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act of 1934 requires the holders of more than 10 percent of the trust units to file with
the SEC reports regarding their ownership and changes in ownership of the trust units. The trustee believes that, during 2009, the trust's 10 percent unitholders complied with all
Section 16(a) filing requirements. In making these statements, the trustee has relied upon examination of the copies of Forms 3, 4 and 5, to the extent there were any, provided to the
trust.

Audit Committee and Nominating Committee

Because the trust does not have a board of directors, it does not have an audit committee, an audit committee financial expert or a
nominating committee.

Code of Ethics

The trust does not have a principal executive officer, principal financial officer, principal accounting officer or controller and,
therefore, has not adopted a code of ethics applicable to such persons. However, employees of the trustee must comply with the bank's code of ethics.

Item 11.    Executive Compensation.

During the year ended December 31, 2009, the trustee received compensation from the trust in the amount of $150,000. The trust
does not have any executive officers. Because the trust does not have a board of directors, it does not have a compensation committee.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(a)    Security
Ownership of Certain Beneficial Owners.

The
following table sets forth certain information regarding the beneficial ownership of our trust units as of March 12, 2010 by each person who, to our knowledge, beneficially
owns more than 5% of the outstanding trust units.

Beneficial Owner

Trust Units
Beneficially Owned

Percent of Class(1)MV Energy, LLC(2)


2,875,000


25.0
%VAP-I, LLC(2)


1,437,500


12.5
%ZLP Fund, L.P.(3)


583,742


5.1
%


(1)Based
on 11,500,000 trust units outstanding as of March 12, 2010.(2)The
address of each of MV Energy and VAP-I is 1700 Waterfront, Building 500, Wichita, Kansas 67206. MV Energy is the managing member of
VAP-I. As a result, MV Energy


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has
sole voting and investment power with respect to the trust units held by VAP-I. Each of MV Energy and VAP-I is the record owner of 1,437,500 trust units. The information is
based on Form 4 filings with the SEC on January 31, 2007. (3)The
address of ZLP Fund, L.P. is 535 Madison Avenue, 6th Floor, New York, New York, 10022. ZLP Fund, L.P. Zimmer Lucas
Partners, LLC, Zimmer Lucas Capital, LLC, Stuart J. Zimmer and Craig M. Lucas exercise shared voting and dispositive power over these units. The information is based on a
Schedule 13G filed with the SEC on February 16, 2010.


(b)    Security
Ownership of Management.

Not
applicable.

(c)    Changes
in Control.

The
registrant knows of no arrangement, including any pledge by any person of securities of the registrant or any of its parents, the operation of which may at a subsequent date result
in a change of control of the registrant.

Item 13.    Certain Relationships and Related Transactions, and Director Independence.

Under the terms of the Conveyance governing the net profits interest and the assignment of the interest in the hedge contracts, MV
Partners is obligated to make certain payments to the trust on a quarterly basis. Please see "BusinessComputation of Net Proceeds" for more information about these agreements.

Administrative Services Agreement

The trust has entered into an administrative services agreement with MV Partners that obligates the trust, throughout the term of the
trust, to pay to MV Partners each quarter an administrative services fee for accounting, bookkeeping and informational services performed by MV Partners on behalf of the trust relating to the net
profits interest. The annual fee was a total of $67,492 for 2009, which will increase by 4% each year. The administrative services agreement will terminate upon the termination of the net profits
interest unless earlier terminated by mutual agreement of the trustee and MV Partners.

Registration Rights

The trust entered into a registration rights agreement with MV Partners in connection with MV Partners' conveyance to the trust
of the net profits interest. In the registration rights agreement, the trust agreed, for the benefit of MV Partners and any transferee of its trust units (each, a "holder"), to register the trust
units it holds. Specifically, the trust agreed:



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The
holders will have the right to require the trust to file up to three registration statements and will have piggyback registration rights in certain circumstances.

In
connection with the preparation and filing of any registration statement, MV Partners will bear all costs and expenses incidental to any registration statement, excluding certain
internal expenses of the trust, which will be borne by the trustee, and any underwriting discounts and commissions, which will be borne by the seller of the trust units.

Item 14.    Principal Accounting Fees and Services.

The trust does not have an audit committee. Any pre-approval and approval of all services performed by the principal
auditor or any other professional service firms and related fees are granted by the trustee.

The
following table presents fees for professional audit services rendered by Grant Thornton LLP for the audit of the trust's financial statements for 2008 and 2009 and fees
billed for other services rendered by Grant Thornton LLP.

2008

2009Audit fees

$
166,118

$
170,775Audit-related fees





Tax fees





All other fees





Total fees

$
166,118

$
170,775


PART IV

Item 15.    Exhibits, Financial Statement Schedules



The following financial statements are set forth under Part II, Item 8 of this Form 10-K on the pages
indicated:



Page in this
Form 10-KReport of Independent Registered Public Accounting Firm


56MV Oil Trust Statement of Assets and Trust Corpus


57Statements of Distributable Income


57Statements of Changes in Trust Corpus


57


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Schedules have been omitted because they are not required, not applicable or the information required has been included elsewhere
herein.



Exhibit
Number



Description3.1



Certificate of Trust of MV Oil Trust. (Incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1, filed on August 14, 2006 (Registration No. 333-136609))3.2



Amended and Restated Trust Agreement, dated January 24, 2007, among MV Partners, LLC, The Bank of New York Trust Company, N.A. and Wilmington Trust Company. (Incorporated herein by reference to Exhibit 3.1
to our Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))10.1



Conveyance of Net Profits Interest, dated January 24, 2007, from MV Partners, LLC to The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust. (Incorporated herein by reference to Exhibit 10.1 to
our Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))10.2



Administrative Services Agreement, dated January 24, 2007, by and between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust. (Incorporated herein by reference to
Exhibit 10.2 to our Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))10.3



Registration Rights Agreement, dated January 24, 2007, by and between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust. (Incorporated herein by reference to
Exhibit 4.1 to our Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))10.4



Assignment of Hedge Proceeds, dated January 24, 2007, by and between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust. (Incorporated herein by reference to
Exhibit 10.3 to our Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))31.1
*


Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
*


Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.1
*


Report of Cawley, Gillespie & Associates, Inc., Petroleum Consultants


*Filed
herewith.


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SIGNATURES

Pursuant to the requirements of Section 13 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, thereunto duly authorized.

MV OIL TRUSTBy:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEEBy:

/s/ MIKE ULRICH Mike Ulrich Vice President


March 16,
2010

The
Registrant, MV Oil Trust, has no principal executive officer, principal financial officer, board of directors or persons performing similar functions. Accordingly, no additional
signatures are available and none have been provided. In signing the report above, the trustee does not imply that it has performed any such function or that such function exists pursuant to the terms
of the trust agreement under which it serves.

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INDEX TO EXHIBITS

Exhibit
Number



Description3.1




Certificate of Trust of MV Oil Trust. (Incorporated herein by reference to Exhibit 3.3 to the Registration Statement on Form S-1, filed on August 14, 2006 (Registration No. 333-136609))3.2




Amended and Restated Trust Agreement, dated January 24, 2007, among MV Partners, LLC, The Bank of New York Trust Company, N.A. and Wilmington Trust Company. (Incorporated herein by reference to Exhibit 3.1
to our Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))10.1




Conveyance of Net Profits Interest, dated January 24, 2007, from MV Partners, LLC to The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust. (Incorporated herein by reference to Exhibit 10.1 to
our Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))10.2




Administrative Services Agreement, dated January 24, 2007, by and between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust. (Incorporated herein by reference to
Exhibit 10.2 to our Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))10.3




Registration Rights Agreement, dated January 24, 2007, by and between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust. (Incorporated herein by reference to
Exhibit 4.1 to our Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))10.4




Assignment of Hedge Proceeds, dated January 24, 2007, by and between MV Partners, LLC and The Bank of New York Trust Company, N.A. as Trustee of MV Oil Trust. (Incorporated herein by reference to
Exhibit 10.3 to our Current Report on Form 8-K filed on January 25, 2007 (File No. 1-33219))31.1
*



Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
*



Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.1
*



Report of Cawley, Gillespie & Associates, Inc., Petroleum Consultants


*Filed
herewith.


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