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TABLE OF CONTENTS
Index to Financial Statements
MV Partners, LLC Index to Financial Statements
TABLE OF CONTENTS 4

As filed with the Securities and Exchange Commission on August 14, 2006

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

(1)

Includes trust units issuable upon exercise of the underwriters' option to purchase additional trust units.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

        The co-registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the co-registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion dated August 14, 2006

PRELIMINARY PROSPECTUS

MV Oil Trust
7,500,000 Trust Units

        This is an initial public offering of units of beneficial interest in the MV Oil Trust. MV Partners, LLC, which we refer to as "MV Partners" in this prospectus, has formed the trust and, immediately prior to the closing of this offering, MV Partners will contribute term net profits interests in oil and natural gas properties to the trust in exchange for 11,500,000 trust units. MV Partners is offering all of the trust units to be sold in this offering and MV Partners will receive all proceeds from the offering. MV Partners is a privately held limited liability company engaged in the exploration, development, production, gathering, aggregation and sale of oil and natural gas from properties located in Kansas and eastern Colorado.

        There is currently no public market for the trust units. MV Partners expects that the public offering price will be between $             and $             per trust unit. The trust intends to apply to have the trust units approved for listing on the New York Stock Exchange under the symbol "MVO."

        The Trust Units.    Trust units are units of beneficial interest in the trust and represent undivided interests in the trust. They do not represent any interest in MV Partners.

        The Trust.    The trust will own term net profits interests in all of the oil and natural gas properties owned by MV Partners, which properties are located in the Mid-Continent region in the States of Kansas and Colorado. We refer to MV Partners' net interests in such properties as the "underlying properties." As of June 30, 2006, the underlying properties produced predominantly oil from approximately 985 wells, and the projected reserve life of the underlying properties was in excess of 50 years. The net profits interests entitle the trust to receive 80% of the net proceeds (calculated as described below) attributable to MV Partners' interest from the sale of production from the underlying properties. The net profits interests will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 million barrels of oil equivalent have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 million barrels of oil equivalent in respect of the trust's right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interests), and the trust will soon thereafter wind up its affairs and terminate. The trust will also have the right to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of certain oil hedging contracts entered into by MV Partners that hedge a portion of expected production from the proved developed producing reserves attributable to the underlying properties from 2006 through 2010.

        The Trust Unitholders.    As a trust unitholder, you will receive quarterly distributions of cash that the trust receives from the sale by MV Partners of oil, natural gas and natural gas liquids produced from the underlying properties, net of all payments made by MV Partners upon monthly settlements of existing hedge contracts and after deducting 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 may not exceed $1.0 million in the aggregate), post-production costs, production and property taxes paid by MV Partners and administrative costs associated with the administration of the trust. In addition, the trust will be entitled to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts.

Investing in the trust units involves a high degree of risk. Before buying any trust units, you should read the discussion of material risks of investing in the trust units in "Risk Factors" beginning on page 18 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

(1)

Excludes a structuring fee of $             payable to Raymond James & Associates, Inc.

        The underwriters may also exercise their option to purchase from MV Partners up to 1,125,000 additional trust units at the initial public offering price, less the underwriting discounts and commissions, within 30 days of the date of this prospectus.

        The underwriters are offering the trust units as set forth under "Underwriting." Delivery of the trust units will be made on or about                          , 2006.

RAYMOND JAMES

The date of this prospectus is                          , 2006

TABLE OF CONTENTS

        You should rely only on the information contained in this prospectus. The trust has not, MV Partners has not and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The trust has not, MV Partners has not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only.

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PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus. To understand this offering fully, you should read the entire prospectus carefully, including the risk factors and the financial statements and notes to those statements. You will find definitions for terms relating to the oil and natural gas business in "Glossary of Certain Oil and Natural Gas Terms." Cawley, Gillespie & Associates, Inc., an independent engineering firm, provided the estimates of proved oil and natural gas reserves as of June 30, 2006, included in this prospectus. These estimates are contained in a summary prepared by Cawley, Gillespie & Associates, Inc. of its reserve report as of June 30, 2006, for the underlying properties described below. This summary is located at the back of this prospectus as Appendix A, and is referred to in this prospectus as the "reserve report." Unless otherwise indicated, all information in this prospectus assumes no exercise of the underwriters' option to purchase additional trust units.

MV Oil Trust

        MV Oil Trust was formed in August 2006, by MV Partners, LLC, which we refer to as "MV Partners." Immediately prior to the closing of this offering, MV Partners will convey term net profits interests to the trust that represent 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 the date of the conveyance of the net profits interests to the trust, which we refer to as the "net profits interests." These properties are located in the Mid-Continent region in the States of Kansas and Colorado. We refer to the net interests in these properties held by MV Partners, subject to all royalties and other burdens on production thereon as of the date of the conveyance of the net profits interests to the trust, as the "underlying properties." Based on the reserve report, the net profits interests would entitle the trust to receive net proceeds from the sale of production of 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 85% were classified as proved developed producing reserves as of June 30, 2006. Production from the underlying properties for the year ended December 31, 2005, 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 interests 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 interests). The gross proceeds used to calculate the net profits interests will be 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 interests. MV Partners will deduct 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 is a party at the time of the closing of this offering, which we refer to as the "hedge contracts." In addition, immediately prior to the closing of this offering, MV Partners will assign 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 interests, MV Partners will deduct 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 may not exceed $1.0 million in the aggregate), post-production costs and production and property taxes paid by MV Partners. For a more complete description of the calculation of net proceeds, see "Computation of Net Proceeds."

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        Net proceeds payable to the trust will 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 of those excess costs, plus interest at the prime rate. For the year ended December 31, 2005, lease operating expenses were $10.51 per Boe, and lease maintenance expenses, lease overhead and production and property taxes were $5.44 per Boe, for an aggregate lifting cost of $15.95 per Boe. As substantially all of the underlying properties are located in mature fields, 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 cost of oilfield services generally.

        The trust will make quarterly cash distributions of substantially all of its quarterly cash receipts, after deduction of fees and expenses of the administration of the trust, to holders of its trust units during the term of the trust. The first quarterly distribution is expected to be made on or about January 25, 2007, with respect to net proceeds from production collected during the five months ended December 31, 2006, together with 80% of all amounts payable to MV Partners from hedge contract counterparties during such period resulting from the monthly settlements of the hedge contracts. As a result of the long period of production prior to 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 your original investment.

        For the years 2006, 2007 and 2008, MV Partners has entered into swap contracts and costless collars at prices ranging from $56 to $68 per barrel of oil that hedge approximately 82% to 88% of expected production from the proved developed producing reserves attributable to the underlying properties in the reserve report. For the years 2009 and 2010, MV Partners has entered into swap contracts at prices ranging from $63 to $65 per barrel of oil that hedge approximately 56% to 58% of expected production from the proved developed producing reserves attributable to underlying properties in the reserve report. These hedge contracts should reduce the commodity price-related risks inherent in holding interests in oil, a commodity that has historically been characterized by significant price volatility, during the term of the hedge contracts.

        The business and affairs of the trust will be managed by the trustee, and MV Partners has 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, the sole manager of MV Partners.

Structure of the Trust

        The trust will issue 11,500,000 units to MV Partners prior to the completion of this offering, and MV Partners will sell approximately 65% of these units in this offering, or 75% if the underwriters' option to purchase additional trust units is exercised in full.

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        The following chart shows the relationship of MV Partners, the trust and the public trust unitholders, assuming no exercise of the underwriters' option to purchase additional trust units.

(1)

The underwriters may exercise their option to purchase from MV Partners 1,125,000 trust units at the initial public offering price, less the underwriting discounts and commissions, within 30 days of the date of this prospectus.

(2)

Represents MV Partners' net interests in the properties comprising the underlying properties. MV Partners' net interests in the properties comprising the underlying properties on average consist of an approximate 94.6% working interest in the leasehold interests to which the underlying properties relate (or, after taking into account royalty interests and other non-working interests, an approximate 83.6% net revenue interest in the oil and natural gas properties to which the underlying properties relate).

(3)

The net profits interests entitle the trust to receive 80% of the net proceeds, which will be based on market prices realized for oil, natural gas and natural gas liquid sales attributable to the underlying properties for each quarter during the term of the net profits interests net of all payments made by MV Partners to hedge contract counterparties upon monthly settlements of the hedge contracts, less 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 may not exceed $1.0 million in the aggregate), post-production costs and production and property taxes paid by MV Partners. For a description of the calculation of the net proceeds attributable to the net profits interests, see "Computation of Net Proceeds—Net Profits Interests." In addition, the trust will be entitled to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts.

The Underlying Properties

        The underlying properties consist of MV Partners' net interests in all of its oil and natural gas properties as of the conveyance of the net profits interests to the trust, which properties are located in the Mid-Continent region in the States of Kansas and Colorado. These oil and natural gas properties consist of approximately 985 producing oil and natural gas wells on approximately 202 leases. 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 natural gas company. As of June 30, 2006, proved reserves attributable to the underlying properties, as estimated in the reserve report, were approximately 18.7 MMBoe with a PV-10 of $359.9 million. During the six months ended June 30, 2006, average net daily production from

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the underlying properties was 2,884 Boe per day. MV Partners' net 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. Affiliates of MV Partners are currently the operators or contract operators of substantially all of the underlying properties. Based on the reserve report, the net profits interests would entitle the trust to receive net proceeds from the sale of production of approximately 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 net profits interests. 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 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 interests.

        MV Partners' interest in the underlying properties after deducting the net profits interests entitles it to 20% 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 interests and all of the net proceeds thereafter. MV Partners also intends to retain approximately 35% of the trust units following the closing of this offering, assuming no exercise of the underwriters' option to purchase additional trust units. MV Partners' retained trust units are subject to a lock-up arrangement. See "Trust Units Eligible for Future Sale—Lock-up Agreement." MV Partners believes that its retained ownership interests in the underlying properties and its ownership of trust units, which collectively entitle it to receive 48% of the net proceeds from the underlying properties, will provide sufficient incentive to operate (or cause to be operated) and develop the oil and natural gas properties comprising the underlying properties in an efficient and cost-effective manner. In addition, MV Partners has agreed to use commercially reasonable efforts to cause the operators of the underlying properties to operate these properties in the same manner it would if these properties were not burdened by the net profits interests.

Major Producing Areas

        As of June 30, 2006, approximately 76% of the proved reserves attributable to the underlying properties and 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 underlying properties are all located in mature fields that are characterized by long histories and numerous additional development opportunities to help reduce the natural decline in production from the underlying properties. Approximately 99% of the future production from the underlying properties is expected to be oil and the remaining production is expected to be natural gas and natural gas liquids.

•

El Dorado Area.    As of June 30, 2006, proved reserves attributable to the underlying properties in the El Dorado Area were 6.1 MMBoe. The underlying properties in this area cover approximately 15,405 gross acres (15,393 net acres) in southeastern Kansas. The underlying properties are located in the El Dorado, Augusta and Valley Center Fields. The El Dorado Area has produced more than 370 MMBbls of oil since 1914. Wells in this area produce from a variety of productive zones and primarily from formations of less than 3,000 feet in depth. During the six months ended June 30, 2006, the average net daily production for the underlying properties in this area was approximately 886 Bbls of oil.



•

Northwest Kansas Area.    As of June 30, 2006, proved reserves attributable to the underlying properties in the Northwest Kansas Area were 8.2 MMBoe. The underlying properties in this area cover approximately 11,885 gross acres (11,840 net acres) in the Bemis-Shutts, Trapp, Ray and Hansen Fields located in Ellis, Russell and Phillips Counties, Kansas. These fields have produced more than 530 MMBbls of oil since 1928. Wells in this area produce from a variety of productive zones and primarily from formations of less than 4,500 feet in depth. During the six

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months ended June 30, 2006, the average net daily production for the underlying properties in this area was approximately 1,253 Bbls of oil.

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 further develop proved undeveloped reserves and help reduce the natural decline in production. These activities included recompletion of certain existing wells into new producing horizons as well as the drilling of infill development wells. Recently, MV Partners undertook a 3-D seismic survey of one of the fields constituting a part of the underlying properties. As a result of this survey, MV Partners has identified multiple well sites that it intends to develop. In the future, MV Partners plans to expand its 3-D seismic program into other fields constituting a part of the underlying properties. MV Partners also has implemented workover programs to increase production and improve the operation and efficiency of existing wells on the properties comprising the underlying properties. MV Partners is also actively exploring new ways to use technology in various projects, including its work with the Petroleum Technology Transfer Council to implement better applications of gelled polymer in certain reservoirs to increase oil production while reducing associated water production, its cooperation in a study with the Department of Energy of injecting carbon dioxide into certain reservoirs to recover otherwise lost oil reserves and its use of gas gun stimulation technology.

        MV Partners expects total capital expenditures for the underlying properties during the next five years will be approximately $17 million. Of this total, MV Partners contemplates spending approximately $12.3 million to drill approximately 60 development wells in ten project areas and approximately $4.7 million for recompletions and workovers of existing wells. These capital expenditures will be deducted from the gross proceeds in calculating the net proceeds used to calculate the net profits interests. MV Partners expects that these capital projects will add production that will partially reduce the natural decline in production otherwise expected to occur with respect to the underlying properties, as described in more detail below.

        MV Partners has agreed that, 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 interests), capital expenditures that may be taken into account in calculating net proceeds attributable to the net profits interests will be limited to the average annual capital expenditures during the preceding three years, as adjusted for inflation. See "Computation of Net Proceeds—Net Profits Interests." MV Partners believes that this limitation on future capital expenditures will allow the public trust unitholders to more fully realize the benefits of capital expenditures made with respect to the underlying properties.

MV Partners

        MV Partners is a privately held limited liability company engaged in the exploration, development, production, gathering, aggregation and sale of oil and natural gas from properties located in Kansas and eastern Colorado. MV Partners was formed in August 2006 as a result of the conversion of MV Partners, LP to a limited liability company. MV Partners, LP was formed in 1998 to acquire oil and natural gas properties and related assets located in Kansas and eastern Colorado from a major oil and gas company. MV Energy, LLC, which we refer to as "MV Energy" and which was also formed in 1998, serves as the sole manager of MV Partners and was previously the general partner of MV Partners, LP until its conversion into a limited liability company in August 2006. MV Energy is owned equally by Vess Acquisition Group, L.L.C. and Murfin, Inc. Vess Oil and Murfin Drilling operate the properties held by MV Partners for which MV Partners is designated as the operator. Vess Oil and Murfin Drilling have collectively operated oil and natural gas properties in Kansas for more than

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70 years and, according to the 2005 Kansas Geological Survey, were the largest and the third largest operators of oil and gas properties in Kansas, respectively, measured by production. As of June 30, 2006, MV Partners held interests in approximately 985 gross (902 net) wells, and proved reserves of the underlying properties were approximately 18.7 MMBoe.

        For the year ended December 31, 2005, MV Partners had revenues and net income of $36.2 million and $13.1 million, respectively. For the three months ended March 31, 2006, MV Partners had revenues and net income of $8.8 million and $2.1 million, respectively, compared to revenues and net income for the three months ended March 31, 2005 of $7.2 million and $2.1 million, respectively. As of March 31, 2006, MV Partners had total assets of $67.8 million and total liabilities of $120.9 million, including bank debt outstanding of $86.0 million. As of June 30, 2006, the underlying properties owned by MV Partners had a PV-10 of $359.9 million. Giving pro forma effect to the offering of the trust units contemplated by this prospectus and the application of the net proceeds as described in "Use of Proceeds," as of March 31, 2006, MV Partners would have had total assets of $51.3 million and total liabilities of $181.4 million, including bank debt outstanding of $25.0 million.

        The address of MV Partners is 250 N. Water, Suite 300, Wichita, Kansas 67202 and its telephone number is (316) 267-3241.

Key Investment Considerations

        The following are some key investment considerations related to the underlying properties, the net profits interests and the trust units:

•

Strong Oil Pricing Fundamentals.    Substantially all of the production from the underlying properties consists of crude oil. Crude oil prices have increased substantially during the last several years, primarily due to increased demand for crude oil on a worldwide basis without a corresponding increase in crude oil production. In addition, geopolitical instability and military conflicts in certain significant oil producing nations have led to supply interruptions and increased uncertainty regarding the levels of future supplies of crude oil. MV Partners has entered into hedge contracts with respect to a large portion of its total estimated oil production from the underlying properties during 2006, 2007 and 2008, which hedge contracts are intended to provide attractive returns to unitholders and reduce the fluctuations in cash distributions to unitholders resulting from fluctuations in crude oil prices. As these hedge contracts decrease during 2009 and 2010 and cease to exist thereafter, unitholders' exposure to fluctuations in commodity prices, particularly fluctuations in crude oil prices, will increase. Under the terms of the conveyance, MV Partners will be prohibited from entering into hedging arrangements covering the oil and natural gas production from the underlying properties following the completion of this offering.



•

Long-Lived Oil-Producing Properties.    Oil-producing properties in the Mid-Continent region have historically had stable production profiles and generally had long-lived production, often with total economic lives in excess of 100 years. Since MV Partners acquired the underlying properties in 1998 and 1999, proved reserves attributable to the underlying properties have remained relatively stable, ranging from approximately 24.3 MMBoe as of December 31, 1999, to approximately 18.7 MMBoe as of June 30, 2006. Based on the reserve report, production from the underlying properties is expected to decline at an average annual rate of approximately 3.5% over the next 20 years assuming no additional development drilling or other capital expenditures are made after 2010 on the underlying properties.



•

Substantial Proved Developed Producing Reserves.    Proved developed producing reserves are the most valuable and lowest risk category of reserves because production has already commenced and the reserves do not require significant future development costs. Proved developed

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producing reserves attributable to the underlying properties represent approximately 88% of the discounted present value of estimated future net revenues from the underlying properties.

•

Ongoing Development Activities.    MV Partners has identified multiple locations on the underlying properties where it intends to drill new infill wells and recomplete existing wells into new horizons in the future. These locations are currently classified as proved undeveloped reserves on the reserve report. Many of these well locations were identified as a result of MV Partners' recent 3-D seismic program. If these wells are successfully completed, the additional production from these wells could help reduce the natural decline in production from the underlying properties. Any additional revenue received by MV Partners from this additional production could have the effect of increasing future distributions to the trust unitholders. In addition, because many of these wells are drilled to a shallow depth or involve the use of existing wellbores, the cost of drilling these wells is generally less than the cost of a typical development well. As a result, MV Partners expects that the additional production expected to be realized from these capital projects will generate attractive returns on capital deployed.



•

Operational Control.    The right to operate an oil and natural gas lease is important because the operator can control the timing and amount of discretionary expenditures for operational and development activities. MV Partners is designated as the operator of approximately 96% of the underlying properties, based on the discounted present value of estimated future net revenues. Vess Oil and Murfin Drilling, each of which is an affiliate of MV Partners, operate, on a contract basis, the underlying properties for which MV Partners is designated as the operator.



•

Aligned Interests of Sponsor.    Following the closing of this offering, MV Partners will be entitled to receive 48% of the net proceeds attributable to the sale of oil, natural gas and natural gas liquids produced from the underlying properties, assuming no exercise of the underwriters' option to purchase additional trust units. MV Partners' 48% interest will consist of (1) the 20% of the net proceeds from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties that is retained by MV Partners after transferring to the trust the net profits interests and (2) MV Partners' ownership of approximately 35% of the trust units following the closing of this offering, assuming no exercise of the underwriters' option to purchase additional trust units.



•

Downside Oil Price Protection During the First Five Years of the Trust.    The gross proceeds will be based on the market prices realized for oil, natural gas and natural gas liquids produced from the underlying properties net of all payments made by MV Partners to hedge contract counterparties upon monthly settlements of the hedge contracts that relate to a portion of the anticipated oil production attributable to the underlying properties. In addition, the trust will be entitled to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. For the years 2006, 2007 and 2008, MV Partners has entered into swap contracts and costless collars at prices ranging from $56 to $68 per barrel of oil that hedge approximately 82% to 88% of expected production from the proved developed producing reserves attributable to the underlying properties in the reserve report. For the years 2009 and 2010, MV Partners has entered into swap contracts at prices ranging from $63 to $65 per barrel of oil that hedge approximately 56% to 58% of expected production from the proved developed producing reserves attributable to underlying properties in the reserve report. These hedge contracts should reduce the commodity price-related risks inherent in holding interests in oil, a commodity that has historically been characterized by significant price volatility, during the term of the hedge contracts.



•

Diversified Well Locations.    The proved reserves attributable to the underlying properties are allocated among approximately 985 wells located in 20 counties in Kansas and Colorado. As a

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result, the loss of production from any one well or group of wells is not likely to have a material adverse effect on the net proceeds from the sale of production that are allocable to the trust.

Summary Proved Reserves

        Summary Proved Reserves of Underlying Properties and Net Profits Interests.    As of June 30, 2006, estimated proved reserves attributable to the underlying properties were approximately 99% oil and 1% natural gas and natural gas liquids, based on the reserve report. The following table sets forth, as of June 30, 2006, certain estimated proved oil, natural gas and natural gas liquid reserves, estimated future net revenues and the discounted present value thereof attributable to the underlying properties and the net profits interests, in each case derived from the reserve report. The reserve report was prepared by Cawley, Gillespie & Associates, Inc. in accordance with criteria established by the Securities and Exchange Commission, or SEC. Proved reserves reflected in the table below for the underlying properties and the net profits interests are based on oil, natural gas and natural gas liquid prices realized by MV Partners as of June 30, 2006, which were $70.68 per Bbl of oil, $5.07 per Mcf of natural gas and $56.37 per Bbl of natural gas liquids. Oil equivalents in the table are the sum of the Bbls of oil, the Boe of the stated Mcfs of natural gas, calculated on the basis that six Mcfs of natural gas is the energy equivalent of one Bbl of oil, and the Boe of the stated Bbls of natural gas liquids, calculated on the basis that 1.54 Bbls of natural gas liquids is the energy equivalent of one Bbl of oil. The estimated future net revenues attributable to the net profits interests as of June 30, 2006, are net of the trust's proportionate share of all costs deducted from revenue pursuant to the terms of the conveyance creating the net profits interests and include only the reserves attributable to the underlying properties that are expected to be produced within the term of the net profits interests. The estimated future net revenues from proved reserves also gives effect to the impact of the hedge contracts on the price received in connection with the sale of oil production from the underlying properties. The reserve report is included as Appendix A to this prospectus.

(1)

The present values of estimated future net revenues for the underlying properties and the net profits interests were determined using a discount rate of 10% per annum. As of June 30, 2006, MV Partners was structured as a limited partnership. Accordingly, no provision for federal or state income taxes has been provided because taxable income was passed through to the members of MV Partners. Therefore, the standardized measure of the underlying properties is equal to the PV-10, which totaled $359.9 million as of June 30, 2006.

(2)

Reserve volumes and estimated future net revenues for the underlying properties reflect volumes and revenues attributable to MV Partners' net interest in the properties comprising the underlying properties.

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(3)

Reflects 80% of proved reserves attributable to the underlying properties expected to be produced within the term of the net profits interests based on the reserve report. Estimated future net revenues from proved reserves takes into account future estimated costs that are deducted in calculating net proceeds.

(4)

Proved reserves for the net profits interests are calculated as (x) 80% of proved reserves of the underlying properties less (y) reserve quantities of a sufficient value to pay 80% of the future estimated costs that are deducted in calculating net proceeds. Accordingly, proved reserves for the net profits interests reflect quantities expected to be produced during the term of the net profits interests that are calculated after reductions for future costs and expenses based on price and cost assumptions used in the reserve estimates. Estimated future net revenues from proved reserves takes into account future estimated costs that are deducted in calculating net proceeds.

(5)

Assumes 11,500,000 trust units outstanding.

        Annual Production Attributable to Net Profits Interests.    The following graph shows estimated monthly production of total proved reserves attributable to the underlying properties during the term of the net profits interests based upon the pricing and other assumptions set forth in the reserve report. This graph presents the total proved reserves broken down by three reserve categories: proved developed producing, proved developed non-producing and proved undeveloped reserves, which demonstrates the impact of developmental drilling and well re-completion and workover activities that MV Partners expects to undertake with respect to the underlying properties. MV Partners' current proved undeveloped program consists of approximately 60 development wells, 51 re-completion and workover projects, 16 polymer stimulations and one waterflood project during the next five years. MV Partners' current proved developed non-producing program consists of four well re-activation projects and 10 injection well workover projects during the next five years.

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Historical Results from the Underlying Properties

        The selected financial data presented below should be read in conjunction with the audited statements of historical revenues and direct operating expenses and the unaudited statements of historical revenues and direct operating expenses of the underlying properties, the related notes and "Discussion and Analysis of Historical Results of the Underlying Properties" included elsewhere in this prospectus. 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, 2005, and for the three-month periods ended March 31, 2005 and 2006, derived from the underlying properties' audited and unaudited statements of historical revenues and direct operating expenses included elsewhere in this prospectus. The unaudited statements were prepared on a basis consistent with the audited statements and, in the opinion of MV Partners, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the revenues, direct operating expenses and the excess of revenues over direct operating expenses relating to the underlying properties for the periods presented.

        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. As a result of the repurchase of the limited partner interest in MV Partners in 2005 as described in "MV Partners," this requirement is no longer in effect. From 2003 to 2005, approximately 70% to 74% of the actual oil production volumes were subject to these hedging arrangements with settlement prices ranging from $20.10 to $33.60 per barrel. During that same period, the average NYMEX price per barrel of crude oil was between $31.07 and $56.67. The following table sets forth the excess of revenues over direct operating expenses for the underlying properties, excluding the effects of hedges and other derivative activity, for the years ended December 31, 2003, 2004 and 2005 and for the three months ended March 31, 2005 and 2006. Although not prescribed by generally accepted accounting principles, MV Partners believes the presentation of this information is relevant and useful because it helps investors in the trust units understand the operating performance of the underlying properties

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unaffected by these hedging arrangements and other derivatives. These amounts should not be considered in isolation from or as a substitute for any other financial measure.

        Under the terms of the conveyance of the net profits interests, 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 may not exceed $1.0 million in the aggregate), post-production costs, production and property taxes paid by MV Partners will be deducted from the gross proceeds derived from the sale of production from the underlying properties and any payments made by MV Partners under the hedge contracts will be included for purposes of determining the amount of the quarterly net profits interest payment to be made to the trust. In addition, the trust will be entitled to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. Trust unitholders are not obligated to bear any administrative expenses of MV Partners, except that the trust has entered into an administrative services agreement with MV Partners pursuant to which MV Partners has agreed to perform specified administrative services on behalf of the trust, for which MV Partners will be paid an annual fee of $60,000, increasing at 4% per year beginning in January 2007. See "Computation of Net Proceeds" and "Description of the Trust Agreement."

        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, 2005, and for the three-month periods ended March 31, 2005 and 2006. 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.

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Summary Projected Cash Distributions

        The following table sets forth a projection of cash distributions to holders of trust units who own trust units as of the record date for the distribution related to oil, natural gas and natural gas liquid production for the first quarter of 2007 and continue to own those trust units through the record date for the cash distribution payable with respect to oil, natural gas and natural gas liquid production for the last quarter of 2007. The table also reflects the methodology for calculating the projected cash distribution. The cash distribution projections were prepared by MV Partners for the twelve months ending December 31, 2007, on an accrual of production basis based on the hypothetical assumptions that are described below and in "Projected Cash Distributions—Significant Assumptions Used to Prepare the Projected Cash Distributions."

        MV Partners does not as a matter of course make public projections as to future sales, earnings or other results. However, the management of MV Partners has prepared the projected financial information set forth below to present the projected cash distributions to the holders of the trust units based on the estimates and hypothetical assumptions described below. The accompanying unaudited projected financial information was generally prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants, which we refer to as the "AICPA." The preparation of the projected financial information diverged from the AICPA's guidelines, however, in that the AICPA recommends that projected financial information not be presented to persons who do not have the opportunity to negotiate directly with the preparer of such information.

        In the view of MV Partners' management, the accompanying unaudited projected financial information was prepared on a reasonable basis and reflects the best currently available estimates and judgments of MV Partners related to oil, natural gas and natural gas liquid production, operating expenses and capital expenses, based on:

•

the oil, natural gas and natural gas liquid production estimates contained in the reserve report included as Appendix A to this prospectus; and



•

the lease operating expenses, lease maintenance expenses, lease development expenses, lease overhead expenses, production and property taxes and hedge settlement expenses for the twelve months ending December 31, 2007, contained in the reserve report.

        The projected financial information was also based on the hypothetical assumption that prices for oil, natural gas and natural gas liquids remain constant during the twelve months ending December 31, 2007, at First Call consensus price forecasts for 2007 as of August 3, 2006, which were $63.04 per Bbl of oil and $8.08 per Mcf of natural gas (which prices exclude the effects of financial hedging arrangements). Because there is no First Call consensus price for natural gas liquids, MV Partners used a hypothetical price equal to approximately 80% of the price used in the projected cash distribution table for oil, which is consistent with the historical pricing realized by MV Partners for natural gas liquids and is the methodology used in the reserve report. These hypothetical prices were adjusted to take into account MV Partners' estimate of the basis differential (based on location and quality of the production) between published prices and the prices actually received by MV Partners. These hypothetical assumptions are unlikely to be accurate due to fluctuations in the prices generally experienced with respect to the production of oil, natural gas and natural gas liquids, and such prices may be higher or lower than utilized for purposes of the projected financial information. See "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."

        MV Partners utilized these production estimates, hypothetical oil, natural gas and natural gas liquid prices and cost estimates in preparing the projected financial information. This methodology is consistent with the requirements of the SEC for estimating oil, natural gas and natural gas liquid

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reserves and discounted present value of future net revenues attributable to the net profits interests, other than the use of First Call consensus price forecasts rather than the use of constant prices based on the prices in effect at the time of the reserve estimate as required by the rules and regulations of the SEC. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this prospectus are cautioned not to place undue reliance on the projected financial information.

        Neither MV Partners' independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the projected financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the projected financial information.

        The projections and the estimates and hypothetical assumptions on which they are based are subject to significant uncertainties, many of which are beyond the control of MV Partners or the trust. Actual cash distributions to trust unitholders, therefore, could vary significantly based upon events or conditions occurring that are different from the events or conditions assumed to occur for purposes of these projections. Cash distributions to trust unitholders will be particularly sensitive to fluctuations in oil, natural gas and natural gas liquid prices. See "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." As a result of typical production declines for oil and natural gas properties, production estimates generally decrease from year to year, and the projected cash distributions shown in the table below are not necessarily indicative of distributions for future years. See "Projected Cash Distributions—Sensitivity of Projected Cash Distributions to Oil, Natural Gas and Natural Gas Liquid Production," which shows projected effects on cash distributions from hypothetical changes in oil production. 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 your original investment. See "Risk Factors—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."

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