Exhibit 99(c)

Report of Audit Committee

GREAT NORTHERN IRON ORE PROPERTIES
Report of Audit Committee
Year ended December 31, 2005

The Audit Committee oversees the Trusts financial reporting process on
behalf of the Board of Trustees. Management has the primary responsibility for the financial statements and the reporting process
including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited
financial statements in the Annual Report with management including a discussion of the quality, not just the acceptability, of
the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally
accepted in the United States, their judgments as to the quality, not just the acceptability, of the Trusts accounting
principles and such other matters as are required to be discussed with the Audit Committee under auditing standards generally
accepted in the United States. In addition, the Audit Committee has discussed with the independent auditors the auditors
independence from management and the Trust including the matters in the written disclosures required by the Independence Standards
Board.

The Audit Committee discussed with the Trusts independent auditors the
overall scope and plans for their audit. The Audit Committee met with the independent auditors, with and without management
present, to discuss the results of their examination, their evaluation of the Trusts internal controls and the overall
quality of the Trusts financial reporting.

The Board of Trustees accepted the Audit Committees reappointment of
Ernst & Young LLP as independent auditors to the financial statements of the Trust for the year 2005. All audit and non-audit
services (printing and reproduction services) were preapproved by the Audit Committee. Estimated fees in 2005 for the annual audit
services are $67,700, for audited-related services are $1,300, for tax services are $0 and for all other services are $2,750. Fees
paid in 2004 for the annual audit services were $79,250, for audit-related services were $1,300, for tax services were $0 and for
all other services were $2,750.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Trustees that the audited financial statements be included in the Annual Report on Form 10-K
for the year ended December 31, 2005, for filing with the Securities and Exchange Commission.

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Report of Audit Committee (continued)

Respectfully submitted,

|/s/   Robert A. Stein                     | 
|----------------------------------------- | 
|Robert A. Stein, Audit Committee Chairman

|/s/   Roger W. Staehle                   | 
|---------------------------------------- | 
|Roger W. Staehle, Audit Committee Member

|/s/   John H. Roe, III                   |                           
|---------------------------------------- | --------------------------
|John H. Roe, III, Audit Committee Member | Dated:   February 16, 2006

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