San Juan Basin Royalty Trust PRE 14A, filed Sep 22, 2023

By Order of PNC Bank, National Association,
as Trustee of the San Juan Basin Royalty Trust

Ross C. Durr, RPL

Senior Vice President, Mineral Interest Director

San Juan Basin Royalty Trust (SJT)

PRE 14A 2023-09-22 For: 2023-12-01

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☒			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to § 240.14a-12

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			Sincerely yours,
			PNC BANK, NATIONAL ASSOCIATION, AS TRUSTEE OF THE SAN JUAN BASIN ROYALTY TRUST

			Ross C. Durr, RPL
			Senior Vice President
			Mineral Interest Director

			Page
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND THE SPECIAL MEETING			1
PROXY STATEMENT			4
SOLICITATION AND REVOCABILITY OF PROXIES			4
SPECIAL MEETING PROCEDURES			5
Special Meeting Admission			5
Who Can Vote, Outstanding Units			5
How You Can Vote			5
Voting in Person			5
How You May Revoke or Change Your Vote			6
Quorum and Required Vote			6
Proposals			7
PROPOSAL ONE — APPOINTMENT OF SUCCESSOR TRUSTEE			7
PROPOSAL TWO — AMENDMENT TO THE INDENTURE TO PERMIT A BANK OR TRUST COMPANY THAT HAS CAPITAL, SURPLUS AND UNDIVIDED PROFITS (AS OF THE END OF ITS LAST FISCAL YEAR PRIOR TO ITS APPOINTMENT) OF AT LEAST $15,000,000 TO SERVE AS TRUSTEE OF THE TRUST			8
Background, Reasons for and Effect of the Proposed Amendment			8
PROPOSAL THREE — AMENDMENT TO THE INDENTURE TO CLARIFY MEANING OF “TRUSTEE” IN SECTION 6.02			9
Background, Reasons for and Effect of the Proposed Amendment			9
PROPOSAL FOUR — APPROVAL OF ANY ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO PERMIT SOLICITATION OF ADDITIONAL PROXIES IN FAVOR OF PROPOSALS ONE, TWO AND THREE			10
EFFECT OF NEGATIVE VOTES ON PROPOSAL ONE			11
EFFECT OF NEGATIVE VOTES ON PROPOSAL TWO			11
EFFECT OF NEGATIVE VOTES ON PROPOSAL THREE			11
EFFECT OF NEGATIVE VOTES ON PROPOSAL FOUR			11
TRUSTEE			12
Argent Trust Company			12
Trustee			12
Trustee Compensation			12
Term of Office			12
Participants in the Solicitation			12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			13
SECURITY OWNERSHIP OF TRUSTEE			13
DELIVERY OF DOCUMENTS TO UNIT HOLDERS SHARING AN ADDRESS			13
FORWARD-LOOKING STATEMENTS			14
WHERE YOU CAN FIND MORE INFORMATION			14
Appraisal Rights			14
Unit Holder Proposals			14

	YOUR VOTE IS IMPORTANT
	All Unit Holders are cordially invited to attend the Special Meeting whether in person or virtually via live webcast. However, to ensure your representation at the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as promptly as possible in the enclosed postage paid envelope or vote online or by telephone. This will help the Trustee ensure that a quorum will be present at the meeting and avoid the additional expense of duplicate proxy solicitations. Any Unit Holder attending the meeting may vote in person or virtually even if he or she has returned the proxy card or voted online or by telephone prior to the meeting.

Name of Trustee	Year	Cash Compensation
PNC Bank	2022	$90,815⁽¹⁾
PNC Bank	2021⁽²⁾	$127,287⁽¹⁾
BBVA USA (formerly known as BBVA Compass)	2020	$159,147⁽¹⁾

			PNC BANK, NATIONAL ASSOCIATION
			Trustee of the San Juan Basin Royalty Trust