**Exhibit 97.1**

 

**VOC ENERGY TRUST**

 

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

 

**CLAWBACK POLICY**

 

**Purpose**

 

The purpose of this Clawback Policy (the “***Policy***”)of VOC Energy Trust (the “***Trust***”) is to provide for the recoupment of Erroneously Awarded Compensation fromCovered Executives in the event of an Accounting Restatement. This Policy is designed to comply with Section 10D of the SecuritiesExchange Act of 1934, as amended (the “***Exchange Act***”), Rule 10D-1 promulgated under the Exchange Act,and Section 303A.14 of the New York Stock Exchange Listed Company Manual (collectively, the “***Clawback Listing Standards***”).

 

The Amended and Restated Trust Agreement datedas of May 10, 2011 (as amended to date, the “***Trust Agreement***”) that governs the Trust currently does notauthorize the payment of Incentive-Based Compensation to the Trustee or any officers or employees of the Trustee; this Policy thereforeshall be applicable to any Incentive-Based Compensation that may be paid pursuant to authority granted under a future amendment to theTrust Agreement.

 

Unless otherwise defined in this Policy, capitalizedterms shall have the meaning ascribed to such terms in the section entitled “Definitions” below.

 

**Definitions**

 

As used in this Policy, the following capitalizedterms shall have the meanings set forth below.

 

“***Accounting Restatement***”means an accounting restatement of the Trust’s financial statements due to the Trust’s material noncompliance with any financialreporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issuedfinancial statements that is material to the previously issued financial statements (*i.e.*, a “Big R” restatement),or to correct an error that is not material to the previously issued financial statements, but that would result in a material misstatementif the error were corrected in the current period or left uncorrected in the current period (*i.e.*, a “little r”restatement).

 

“***Accounting Restatement Date***”means the earlier to occur of (i) the date the Trustee concludes, or reasonably should have concluded, that the Trust is requiredto prepare an Accounting Restatement and (ii) the date a court, regulator, or other legally authorized body directs the Trust toprepare an Accounting Restatement.

 

“***Applicable Period***”means, with respect to any Accounting Restatement, the three completed fiscal years immediately preceding the Accounting RestatementDate, as well as any transition period (that results from a change in the Trust’s fiscal year) within or immediately followingthose three completed fiscal years (except that a transition period that comprises a period of at least nine months shall count as acompleted fiscal year).

 

“***Commission***” meansthe U.S. Securities and Exchange Commission.

 

 

 

 

“***CoveredExecutives***” means any current and former officers and employees of the Trustee who perform or performed, as applicable,significant policy-making functions for the Trust, as determined by the Trustee in accordance with the definition in Section 10Dof the Exchange Act and the Clawback Listing Standards.

 

“***Erroneously Awarded Compensation***”means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation previously received that exceeds the amountof Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts in suchAccounting Restatement, and must be computed without regard to any taxes paid by the relevant Covered Executive.

 

“***Financial Reporting Measure***”means any measure that is determined and presented in accordance with the accounting principles used in preparing the Trust’s financialstatements and any measure that is derived wholly or in part from such measure. A Financial Reporting Measure is not required to be presentedwithin the Trust’s financial statements or included in a filing with the Commission to qualify as a “Financial ReportingMeasure.”

 

“***Incentive-Based Compensation***”means any compensation paid by the Trust that is granted, earned, or vested based wholly or in part upon the attainment of a FinancialReporting Measure. Incentive-Based Compensation is deemed “received” for purposes of this Policy in the Trust’s fiscalperiod during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the paymentor grant of such Incentive-Based Compensation occurs after the end of that period.

 

**Administration**

 

This Policy shall be administered by The Bankof New York Mellon Trust Company, N.A., as trustee (the “***Trustee***”) of the Trust. Any determinations made bythe Trustee shall be final and binding on all affected individuals.

 

**Application of This Policy**

 

This Policy applies to all Incentive-Based Compensationreceived by a person: (a) after beginning service as a Covered Executive; (b) who served as a Covered Executive at any timeduring the performance period for such Incentive-Based Compensation; (c) while the Trust had a listed class of securities on a nationalsecurities exchange; and (d) during the Applicable Period. For the avoidance of doubt, Incentive-Based Compensation that issubject to both a Financial Reporting Measure vesting condition and a service-based vesting condition shall be considered received whenthe relevant Financial Reporting Measure is achieved, even if the Incentive-Based Compensation continues to be subject to the service-basedvesting condition.

 

For the avoidance of doubt, this Policy is intendedto apply only to Incentive-Based Compensation paid by or on behalf of the Trust out of proceeds received by the Trust pursuant to theterms of the Trust Agreement and the Conveyance of Term Net Profits Interest and Assignment of Pre-Effective Time Payment dated as ofMay 10, 2011, as amended to date. This Policy shall not apply to any compensation paid by The Bank of New York Mellon Trust Company,N.A., in its own capacity and not in its capacity as Trustee of the Trust, to any directors, officers or employees of The Bank of NewYork Mellon Trust Company, N.A. or any of its subsidiaries.

 

 

  

**Recovery of Erroneously Awarded Compensation**

  

In the event of an Accounting Restatement, theTrust must recover Erroneously Awarded Compensation reasonably promptly, in amounts determined pursuant to this Policy. The Trust’sobligation to recover Erroneously Awarded Compensation is not dependent on the filing of restated financial statements. Recovery underthis Policy with respect to a Covered Executive shall not require the finding of any misconduct by such Covered Executive or such CoveredExecutive being found responsible for the accounting error leading to an Accounting Restatement. In the event of an Accounting Restatement,the method for recouping Erroneously Awarded Compensation shall be determined by the Trustee in its sole and absolute discretion, tothe extent permitted under the Clawback Listing Standards and in compliance with (or pursuant to an exemption from the application of)Section 409A of the U.S. Internal Revenue Code of 1986, as amended. Recovery may include, without limitation, (i) reimbursementof all or a portion of any incentive compensation award, (ii) cancellation of incentive compensation awards and (iii) any othermethod authorized by applicable law or contract.

 

**Prohibition on Indemnification and InsuranceReimbursement**

 

The Trust shall not indemnify any Covered Executivesagainst the loss of any Erroneously Awarded Compensation. Further, the Trust is prohibited from paying or reimbursing a Covered Executivefor the cost of purchasing insurance to cover any such loss. The Trust is also prohibited from entering into any agreement or arrangementwhereby this Policy would not apply or fail to be enforced against a Covered Executive.

 

**Interpretation**

 

The Trustee is authorized to interpret and construethis Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intendedthat this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act, any applicablerules or standards adopted by the Commission, and the Clawback Listing Standards.

 

**Required Policy-Related Disclosure andFilings**

 

The Trust shall file all disclosures with respectto this Policy in accordance with the requirements of the federal securities laws, including disclosures required in Commission filings.A copy of this Policy and any amendments hereto shall be filed as an exhibit to the Trust’s Annual Report on Form 10-K.

 

**Effective Date**

 

This Policy shall be effective as of December 1,2023 (the “***Effective Date***”) and shall apply to Incentive-Based Compensation that is received by Covered Executiveson or after October 2, 2023, even if such Incentive-Based Compensation was approved, awarded, or granted to Covered Executives priorto such date.

 

 

 

**Amendment; Termination**

  

The Trustee may amend this Policy from time totime in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the Commission underSection 10D of the Exchange Act and to comply with the Clawback Listing Standards and any other rules or standards adoptedby a national securities exchange on which the Trust’s securities are listed. The Trustee may terminate this Policy at any time;provided, that the termination of this Policy would not cause the Trust to violate any federal securities laws, or rules promulgatedby the Commission or the Clawback Listing Standards.

 

**Other Recoupment Rights**

 

Any right of recoupment under this Policy isin addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Trust pursuant to the termsof any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies availableto the Trust.

 

**Relationship to Other Plans and Agreements**

 

The Trustee intends that this Policy will beapplied to the fullest extent of the law. The Trustee may require that any employment agreement, equity award agreement, or similar agreemententered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executiveto agree to abide by the terms of this Policy. In the event of any inconsistency between the terms of the Policy and the terms of anyemployment agreement, equity award agreement, or similar agreement under which Incentive-Based Compensation has been granted, awarded,earned or paid to a Covered Executive, whether or not deferred, the terms of the Policy shall govern.

 

**Impracticability**

 

The Trustee shall recover any excess Incentive-BasedCompensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Trustee in accordance withRule 10D-1 of the Exchange Act and the listing standards of the national securities exchange on which the Trust’s securitiesare listed.

 

**Successors**

 

This Policy shall be binding and enforceableagainst all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.