DEFA14A

On November 1, 2016, the San Juan Basin Royalty Trust gave the following presentation to representatives of Institutional Shareholder Services Inc.:

Table of Contents

The San Juan Basin Royalty Trust

The Trustee Has a Limited Role

Neither the Trust Nor the Unit Holders Benefit From a Change in Trustee

Compass Bank Is Well Equipped to Serve as Trustee

Compass Bank’s Royalty Trust Team

Southwest Bank

Southwest

Bank

Does

Not

Offer

Any

Substantial

Benefit

the

Trust

Southwest Bank’s Strategy

Disclaimer

The San Juan Basin Royalty Trust

•

The Trust was formed in 1980, and Compass Bank became the trustee in

2006.

2007,

BBVA

acquired

Compass

Bank’s

parent

company.

•

The Trust’s principal asset is a 75% net overriding royalty interest in certain

oil and gas interests located in the San Juan Basin of New Mexico. The

royalty interest entitles the Trust to receive 75% of the net proceeds from

the oil and gas interests, subject to certain adjustments.

•

Burlington Resources Oil & Gas Company LP, a wholly-owned subsidiary of

ConocoPhillips, is the principal operator of the oil and gas interests

underlying the royalty.

•

The Trust has no operations other than receiving royalty revenues and

interest income, which it audits and distributes to unit holders periodically.

•

The units of the Trust are publicly traded on the New York Stock Exchange.

The Trustee Has a Limited Role

•

The Trust, including the duties of the trustee, are governed by a trust

indenture.

•

The trustee’s primary function is to collect royalty revenue, pay the

expenses of the Trust and distribute the remainder to the unit holders.

•

The trustee may establish cash reserves for future liabilities.

•

The trustee may engage consultants and legal counsel to audit royalty

payments and address public company disclosure and governance

requirements. Such expenses are borne by the Trust.

•

The trustee has no role in operating the oil and gas interests underlying the

royalty.

•

The fees paid to the trustee are fixed by the trust indenture.

Neither the Trust Nor the Unit Holders Benefit from a Change in Trustee

•

Southwest Bank points to no defects in Compass Bank’s performance at any time in

Compass Bank’s 10-year tenure as trustee.

Compass Bank has demonstrated that it can administer all aspects of the Trust.

This has been true during the last year since Lee Ann Anderson, a former

Compass Bank trust officer, left to join Southwest Bank.

Compass Bank’s team administering the Trust is robust, with the right

experience, skill set, and size for efficient administration. This model has

worked for over 10 years.

Neither the Trust Nor the Unit Holders Benefit from a Change in Trustee

(cont’d)

•

The potential benefits Southwest Bank purports to offer will have no impact on the

Trust or the unit holders and do not merit a change in trustee:

Southwest Bank admits that since trustee fees are defined by the trust

indenture, there is not a significant difference between the fees charged by

Southwest Bank compared to Compass Bank.

Lee Ann Anderson is not an essential component of administration of the Trust.

If Southwest Bank is appointed trustee, it would continue to rely on the same

team of external litigation, audit, accounting and reserve engineering experts

Compass Bank currently uses.

Contrary to Southwest Bank’s implications in its letters to unit holders, based

on the general and administrative expenses of other trusts administered by

Southwest Bank in their SEC filings, Southwest Bank’s model of “collective trust

administration” does not

have a track record of reducing costs.

Compass Bank Is Well Equipped to Serve as Trustee

•

Compass Bank, together with its consultants and advisors, has administered the

Trust for more than 10 years.

•

Trust management is a core business of Compass Bank, which:

Administers the Trust with two trust officers supported by 40 trust personnel, in

addition to internal securities law and oil and gas asset expert support.

Has approximately $4.5 billion in managed assets and $3.9 billion in non-

managed assets.

•

Although

the

Trust

Compass

Bank’s

only

royalty

trust,

believe

that

dedicated

model of trust administration is superior:

We are able to better address the unique elements of the Trust and avoid the

risk of falling into a one-size-fits-all or assembly line mentality.

Southwest Bank’s model of administering multiple trusts increases the risk of

conflicts of interest and favoritism among trusts in its portfolio.

•

Compass Bank’s size is an asset. Compass Bank and its parent, BBVA, have total

capital of $9 billion, compared to Southwest Bank’s $224 million, as of June 30,

2016.

Compass Bank’s Royalty Trust Team

•

Two trust officers are assigned to the Trust.

•

Joshua Peterson serves as the primary trust officer.

He has a law degree and was a practicing lawyer in the oil and gas

industry.

He has served as the oil and gas manager for special assets at Compass

Bank for nearly 3 years, which involves all aspects of administering oil

and gas assets held in trust.

•

The trust officers are supported by a Compass Bank team of 40 additional

trust personnel and a legal department well versed in trust law, SEC and

NYSE requirements.

•

In addition, the Compass Bank team is supported by many of the same

legal, oil and gas, accounting and audit experts that Southwest Bank

proposes using.

•

Compass Bank’s model of trust administration has worked well for over 10

years.

Southwest Bank

•

A Texas regional bank

•

Acquired all of its royalty trusteeships in 2014

•

Has attempted to acquire the trusteeship of the Trust for several years:

Originally approached Compass Bank in 2014 about taking over as

trustee of the Trust

Attempted again in 2015 when Lee Ann Anderson (a trust officer

overseeing the Trust) left Compass Bank to join Southwest Bank and

proposed, in connection with her departure, that Compass Bank resign

as trustee so that she could take the trusteeship with her to Southwest

Bank

Began the current campaign to remove Compass Bank in August 2016

without advising Compass Bank of any concerns.

•

Has only a token ownership interest in the Trust through one of its business

development officers who holds 0.0004% of the outstanding units

Southwest

Bank

Does

Not

Offer

Any

Substantial

Benefit

the

Trust

For the expense and effort resulting from its unusual campaign to become

trustee, Southwest Bank offers no substantial benefits to the Trust and the

unit holders.

•

It is important to remember that a trustee has a limited role, which is

largely to disburse funds and audit accounts. Southwest Bank can offer no

unique capabilities of substance.

•

It is typical—and advisable—for the trustee to rely on outside legal, oil and

gas, accounting and audit experts. Southwest Bank and Ms. Anderson

acknowledge that they would continue to rely on the same experts that

Compass Bank currently uses.

•

In recent letters to unit holders, Southwest Bank suggests without

specificity or supporting evidence that as trustee it would reduce certain

costs and give a higher interest rate for the Trust. These benefits, if they

materialize, are immaterial to the Trust and the unit holders.

Southwest

Bank

Does

Not

Offer

Any

Substantial

Benefit

the

Trust

(cont’d)

Lee Ann Anderson is not necessary to the administration of the Trust:

•

Ms. Anderson left Compass Bank to join Southwest Bank a year ago, and since then,

Compass Bank has ably administered all aspects of the Trust, including:

Addressing all SEC filings, Sarbanes-Oxley Act requirements, tax reporting and

other public company functions, as well as staying current on accounting and oil

and gas developments; and

Prosecuting claims against Burlington and raising new audit exceptions.

Southwest

Bank

Does

Not

Offer

Any

Substantial

Benefit

the

Trust

(cont’d)

Lee Ann Anderson is not necessary to the administration of the Trust (cont’d):

•

Ms. Anderson was only one member of the robust Compass Bank team that

continues to administer the Trust.

Southwest Bank acknowledges that Ms. Anderson would simply “reconnect”

with the team of legal, accounting and audit consultants that Ms. Anderson

once relied upon and that Compass Bank currently engages.

Despite all of her claims of experience and historic knowledge of the Trust, Ms.

Anderson has not identified any concrete improvements she would make in the

Trust’s administration.

Southwest Bank also acknowledges that, even if Ms. Anderson has historic

knowledge useful to pending litigation, she has been available to provide

testimony as needed.

Ms. Anderson has no formal business, accounting or legal credentials. Her oil

and gas experience is limited to what she learned as a trust officer, which is now

at least twelve months out of date with regard to the Trust.

•

Although Ms. Anderson has had a long career, she abruptly left the Trust in 2015,

and Southwest Bank can give no assurance as to her continued employment or

when she may retire.

Southwest

Bank

Does

Not

Offer

Any

Substantial

Benefit

the

Trust

(cont’d)

Southwest Bank’s claimed benefits are insubstantial to the Trust and likely will not materialize:

•

In listing its trusteeships, Southwest Bank fails to note that one of its trusts, the Dominion

Resources Black Warrior Trust, has been delisted and is about to be terminated.

•

Southwest Bank provides few details in terms of its plan for the Trust or what “substantial

benefits” it would offer. Given the cost of Southwest Bank’s campaign, unit holders should

expect concrete and substantive plans to radically improve the administration of the Trust.

Southwest Bank does not propose to provide this.

•

Likewise,

despite

claims

cost

savings,

Southwest

Bank

has

provided

details

the

nature of these savings or the basis for their estimates.

•

According

SEC

reports

the

trusts

Southwest

Bank

does

administer,

the

two

years

that

Southwest

Bank

has

served

trustee,

consistent

decline

general

and

administrative

expenses

discernible,

and

many

cases

expenses

have

increased

during

Southwest

Bank’s

tenure.

•

Each of the trusts in Southwest Bank’s portfolio are unique and do not lend themselves to

large-scale cost savings, shared knowledge or other synergies with the Trust:

The trusts have a variety of operators and royalty payors, each with different accounting

systems and operating agreements; and

The trust properties are scattered—located offshore in the Gulf of Mexico, in Florida,

Kansas, Louisiana, Mississippi, New Mexico, Oklahoma, Texas and Wyoming.

•

Given the lack of synergies in its trust portfolio, it is not surprising that Southwest Bank

acknowledges that in order to add another trust it would need to engage the same team of

experts that Compass Bank currently uses.

Southwest

Bank

Does

Not

Offer

Any

Substantial

Benefit

the

Trust

(cont’d)

Southwest Bank’s other claimed benefits will have no impact on the Trust or unit

holders:

•

Southwest Bank did not describe these “benefits” in its proxy statement filed

with the SEC. This suggests that it is now trying to identify concrete benefits as an

afterthought.

•

Southwest Bank claims to be able to save the Trust on Sarbanes-Oxley compliance

costs. Since the Trust’s operations are fairly simple, SOX compliance costs are

already immaterial.

•

Southwest Bank claims to be able to provide higher interest rates for reserve

funds (without describing the extent of any premium). Even if this proves true, it

would likely result in a difference of only a few thousands dollars to the Trust

because interest income is an insignificant component of the Trust’s distributable

income.

•

Compass Bank currently provides individual tax letters to registered unit holders.

There is little more that Southwest Bank could offer in terms of tax reporting.

Southwest

Bank

Does

Not

Offer

Any

Substantial

Benefit

the

Trust

(cont’d)

Compass Bank is effectively managing Trust audit exceptions and litigation with

ConocoPhillips:

•

One of the audit exceptions approved by the current trust officer resulted in a

net credit adjustment to the Trust of about $760,000 in October 2016 alone.

•

Ms. Anderson was never a key component of the audit or litigation process:

The claims for which she takes credit were filed based on audit exceptions

identified by outside audit consultants who have been working with the Trust

for approximately 20 years. The same audit consultants continue to review

royalty payments and raise audit exceptions. Ms. Anderson’s presence or

absence would not change this process.

The claims have been litigated by the same law firm engaged by Compass

Bank. Southwest Bank says it would continue to use this same firm.

The current primary trust officer continues to be actively involved in the

litigation and brings the benefit of legal training and understanding of the oil

and gas industry. He is well versed in the details of the audit process and

litigation and will continue to effectively prosecute claims.

Ms. Anderson has already provided testimony as to historic periods, where

relevant, and will be available to provide future testimony if needed.

Southwest

Bank

Does

Not

Offer

Any

Substantial

Benefit

the

Trust

(cont’d)

Contrary to Southwest Bank’s suggestions, there are no conflicts of interest in

Compass Bank serving as Trustee:

•

Neither

Compass

Bank

nor

its

parent

BBVA

are

aware

any

conflicts

potential

conflicts of interest that could affect Compass Bank’s administration of the Trust.

•

No claims of conflicts of interest have been made.

•

The fact that Compass Bank aggressively pursues audit exceptions and is pursuing

litigation against ConocoPhillips is proof that Compass Bank does not have

conflicts of interest with ConocoPhillips.

•

Compass

Bank

became

the

trustee

the

Trust

2006.

BBVA

acquired

Compass

Bank in 2007. In that time, there have been no conflicts of interest between the

Trust and the trustee.

Southwest Bank’s Strategy

•

Southwest Bank’s aggressive approach to taking over as trustee is unusual and

detrimental to unit holders, the Trust, and the royalty trust industry generally.

Southwest Bank’s self-interested proxy campaign has been burdensome to

the Trust and Compass Bank.

The Trust estimates it will incur $250,000 to respond to Southwest

Bank’s proxy campaign, including expenses incurred by Compass Bank in

fulfilling its fiduciary duties as trustee. This amount does not include

other

costs

incurred

Compass

Bank

for

its

own

account,

which

Compass Bank has elected to pay.

The costs borne by the Trust result in reduced distributions to unit holders. In

return, Southwest Bank offers only minor, hypothetical benefits.

Southwest Bank appears not to be concerned that its self-interested

campaign is costing the Trust and unit holders.

If Southwest Bank is successful, there is little to keep it from using the same

approach to acquire other trusteeships. Competing banks may be encouraged

to take a similar approach to expanding their trust portfolios. Changes in

trustee would result in substantial, unnecessary costs imposed on trusts and

ultimately unit holders, with minimal benefit in return.

Disclaimer

In response to the demand by Southwest Bank and Robert Lansford, a senior business

development officer at Southwest Bank, the Trust has called a special meeting and

filed with the U.S. Securities and Exchange Commission (“SEC”) on October 25, 2016,

a definitive proxy statement in connection with the solicitation of proxies from unit

holders of the Trust at the special meeting. The Trust will furnish copies of proxy

materials to the unit holders, together with a BLUE proxy card. UNIT HOLDERS ARE

URGED TO READ CAREFULLY THE PROXY STATEMENT AND ANY OTHER RELEVANT

DOCUMENTS FILED WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY

CONTAIN IMPORTANT INFORMATION. These documents, including the proxy

statement (and amendments and supplements thereto) and other documents filed by

the Trust with the SEC, will be available for no charge on the SEC’s

website at

www.sec.gov and at the Trust’s website at www.sjbrt.com. Copies may also be

obtained by

contacting Kaye Wilke

by phone at (866) 809-4553, by email at

sjt.us@bbva.com

or by mail at San Juan Basin Royalty Trust, c/o Compass Bank, Trust

Department, Attn: Investor Relations, 300 W. 7th Street, Suite B, Fort Worth, Texas

76102.

Compass Bank, as trustee of the Trust, may be deemed to be a participant in the

solicitation of proxies in connection with the special meeting. Information regarding

Compass Bank’s interests in the Trust by security holdings and otherwise is set forth in

the Trust’s Annual Report on Form 10-K for the year ended December 31, 2015, and

in the Trust’s subsequent Quarterly Reports on Form 10-Q.


☐		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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