What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 54 added, 44 removed, 105 unchanged (48% of the section changed)

12 unchanged sentences

of this information for inclusion in this Annual Report on Form 10-K and the other periodic reports provided by the Trust to the SEC.

Hilcorps process of reconciling actual revenue and severance taxes to previously reported estimates (which the Trust refers to as true-ups) during fiscal years 2018 and 2020 were still occurring and being reported in 2021 and 2022.

Hilcorp has informed the Trust that it continues to refine further its estimating and reporting

As part of that review process, Hilcorp informed the Trust that it would reverse and rebook revenue for certain prior periods.

Thus, distributions to the Trust from Hilcorp in any given month may be subject to adjustments for the reversal

and rebooking of prior months revenue, plus interest.

As of December 31, 2022, Hilcorp has informed the Trust that it believes that all prior month actualizations have occurred, and it does not expect to need to report any further

actualizations in future distribution reports.

However, the Trustee continues to engage with Hilcorp regarding its ongoing accounting and

reporting to the Trust, and the Trusts third-party compliance auditors continue to audit payments made by Hilcorp to the Trust, inclusive of sales revenues, production costs, capital expenditures, adjustments, actualizations, and recoupments.

During 2022, various adjustments were made for 2021 and 2022 production periods as a result of Hilcorps process review of the new

accounting system.

Hilcorp has informed the Trustee that it has implemented additional controls to enhance the reporting process and reduce the need for future corrections.

Hilcorp has indicated that it will coordinate with the Trustee on the timing

of any further adjustments and will communicate that timing to investors.

The Trustee continues to engage with Hilcorp regarding its

ongoing accounting and reporting to the Trust, and the Trusts third-party compliance auditors continue to audit payments made by Hilcorp to the Trust, inclusive of sales revenues, production costs, capital expenditures, adjustments,

actualizations, and recoupments.

The Trusts auditing process has also included detailed analysis of Hilcorps pricing and rates charged.

As previously disclosed in the Trusts filings, these revenues and costs (along with all costs) are the subject of the

Trusts ongoing comprehensive audit process by our professional consultants and outside counsel to ensure full compliance with all the underlying operative Trust agreements and evaluating all available potential remedies in the event there is

evidence of non-compliance.

The Trustee has evaluated the Trusts internal disclosure

controls and procedures as of December 31, 2022, and has concluded that such disclosure controls and procedures are effective, at the reasonable assurance level (as such term is used in Rule

13a-15(f) of the Exchange Act), to ensure that material information received from Hilcorp is gathered on a timely basis to be included in the Trusts periodic reports and recorded, processed, summarized

and reported within the time periods specified in the SECs rules and forms.

As previously disclosed in the Trusts filings, these revenues and costs (along with all costs)

are the subject of the Trusts ongoing comprehensive audit process by the Trusts professional consultants and outside counsel to ensure full compliance with all the underlying operative Trust agreements and evaluating all available

potential remedies in the event there is evidence of non-compliance.

The Trustee has

evaluated the Trusts internal disclosure controls and procedures as of December 31, 2023, and has concluded that such disclosure controls and procedures are effective, at the reasonable assurance level (as such term is used in

Rule 13a-15(f) of the Exchange Act), to ensure that material information received from Hilcorp is gathered on a timely basis to be included in the Trusts periodic reports and recorded, processed,

summarized and reported within the time periods specified in the SECs rules and forms.

Additionally, during the quarter ended

4 unchanged sentences

Trustees Report on Internal Control over Financial Reporting

PNC Bank, in its capacity as trustee of the Trust, is responsible for establishing and maintaining adequate internal control over financial

The Trusts 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 Trusts

financial statements for external purposes in accordance with a modified cash basis of accounting, which is a comprehensive basis of accounting other than U.S.

The Trustee is responsible for establishing and maintaining adequate internal control over financial reporting.

The Trusts 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 Trusts financial statements for external

purposes in accordance with a modified cash basis of accounting, which is a comprehensive basis of accounting other than U.S.

generally accepted accounting principles.

3 unchanged sentences

OTHER INFORMATION

The Trust does not have any directors or officers, and as a result, no such person adopted or terminated a

Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item

408(a) of Regulation S-K, during the most recent fiscal quarter.

Because the Trust does not have officers, directors, or employees, it has not adopted insider trading policies and procedures governing the

purchase, sale, or other disposition of Trust securities by such persons.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

17 unchanged sentences

Units reserved for issuance under any such plans.

Under the Indenture, the Trustee is entitled to an administrative fee for its

administrative services and the preparation of quarterly and annual statements, computed as (i) 1/20 of 1% of the first $100.0 million of the annual gross revenue of the Trust, and 1/30 of 1% of the annual gross revenue of the Trust in excess

of $100 million and (ii) the Trustees standard hourly rates for time in excess of 300 hours annually.

The minimum administrative fee due under items (i) and (ii) is $36,000 per year.

Administrative fees paid to the Trustee

were $120,108 and $90,815 for the years ended December 31, 2023 and 2022, respectively.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITY HOLDER

2 unchanged sentences

maintain any equity compensation plans and there are no Units reserved for issuance under any such plans.

Security Ownership of Certain Beneficial

Security Ownership of

PNC Bank serves as agent and custodian for certain customer accounts.

As of March 31, 2022, PNC

Bank could be deemed to beneficially own 40,000 Units related to these accounts, or less than 1% of the outstanding Units.

PNC Bank has no voting or disposal power over the 40,000 Units.

PNC Bank does not have a pecuniary interest in any of these

Security Ownership of Certain Beneficial Owners

Security Ownership of Trustee

Argent Trust Company, the Trustee, held as of February 26, 2024, an aggregate of 37,801 Units in various fiduciary capacities, and it had

shared voting and investment power with respect to all such Units.

Changes in Control

Trustee knows of no arrangement, including any pledge by any person of Units of the Trust, the operation of which may at a subsequent date result in a change of control of the Trust.

The Trustee knows of no arrangement, including any pledge by any person of Units of the Trust, the operation of which may at a subsequent date

result in a change of control of the Trust.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

30 unchanged sentences

of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public

Accounting Firm

Statements of Assets, Liabilities and Trust Corpus

2 unchanged sentences

Notes to Financial Statements

Statement Schedules

Financial statement schedules are omitted because of the absence of conditions under which they are required or

because the required information is given in the financial statements or notes thereto.

Financial Statement Schedules

statement schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.

San Juan Basin Amended and Restated Royalty Trust Indenture, dated December

7 unchanged sentences

Description of San Juan Basin Royalty Trusts Securities, filed as Exhibit 4(d) to the Trusts Annual Report on Form 10-K file with the SEC for the year ended December 31, 2019, incorporated herein by reference*

First Amendment to the San Juan Basin Amended and Restated Royalty Trust Indenture, dated February

15, 2024, filed as Exhibit 4(f) to the Trusts Current Report on Form 8-K filed with the SEC on February 15, 2024, and incorporated herein by reference*

Indemnification Agreement, dated May 13, 2003, with effectiveness as of July

2 unchanged sentences

Consent of Cawley, Gillespie & Associates, Inc., reservoir engineer**

Certification required by Rule 13a-14(a), dated March

31, 2023, by Ross C.

Durr, Senior Vice President and Mineral Interest Director of PNC Bank, the Trustee of the Trust**

Certification required by Rule 13a-14(b), dated March

31, 2023, by Ross C.

Durr, Senior Vice President and Mineral Interest Director of PNC Bank, on behalf of PNC Bank, the Trustee of the Trust***

Certification required by Rule 13a-14(a), dated April

1, 2024, by Nancy Willis, Director of Royalty Trust Services of Argent Trust Company, the Trustee of the Trust**

Certification required by Rule 13a-14(b), dated April

1, 2024, by Nancy Willis, Director of Royalty Trust Services of Argent Trust Company, the Trustee of the Trust**

Executive Officer Compensation Recovery Policy**

Independent Petroleum Engineers Report prepared by Cawley, Gillespie & Associates, Inc., dated March 11, 2024**

A copy of this Exhibit is available to any Unit Holder (free of charge) upon written request to the Trustee,

PNC Bank, National Association, 2200 Post Oak Blvd., Floor 18, Houston, Texas 77056.

Argent Trust Company, 3838 Oak Lawn Ave., Suite 1720, Dallas, Texas 75219.

Filed herewith.

2 unchanged sentences

be signed on its behalf by the undersigned, thereunto duly authorized.

PNC BANK, NATIONAL ASSOCIATION, AS

TRUSTEE OF THE

SAN JUAN BASIN ROYALTY TRUST

Senior Vice President and

Mineral Interest

March 31, 2023

ARGENT TRUST COMPANY, AS TRUSTEE OF THE SAN JUAN BASIN ROYALTY TRUST

/s/ Nancy Willis

Director of Royalty Trust Services

April 1, 2024

(The Trust has no directors or executive officers)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures