other party commits a material breach. If The Bank of New York Mellon is terminated as trustee of the Trust it will be paid an annual royalty fee. Any royalty fee incurred will be an expense payable by the Sponsor under the Depositary Trust Agreement. The Sponsor has also agreed to not, directly or indirectly, (i) initiate or participate in any proceeding of any kind opposing the grant of any patent, or challenging any patent application, with respect to the licensed patent application or (ii) dispute the validity or enforceability of any patent relating to the licensed patent application.
Experts
Ernst & Young LLP (“EY”), independent registered public accounting firm, has audited our financial statements included in our Annual Report on Form10-K for the year ended October 31, 2017, and the effectiveness of our internal control over financial reporting as of October 31, 2017, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement of which this prospectus is a part. Our financial statements are incorporated by reference in reliance on EY’s reports, given on their authority as experts in accounting and auditing.
Change in Independent Accountants
On April 8, 2018, EY resigned as the independent registered public accounting firm for the Trust as EY was no longer independent of the Trust as of that date under the applicable independence standards. Neither the Board of Managers of the Sponsor nor any Board of Managers committee recommended or approved EY’s decision to resign. The reports of EY on the Trust’s financial statements as of and for the two most recent fiscal years (ending October 31, 2017 and October 31, 2016) did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Trust’s two most recent fiscal years (ending October 31, 2017 and October 31, 2016) and during the period from the end of the most recently completed fiscal year through the date of EY’s resignation, there was no disagreement between the Trust and EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of EY, would have caused it to make a reference to the subject matter thereof in its report on the financial statements of the Trust for any such period.
During the Trust’s two most recent fiscal years (ended October 31, 2017 and October 31, 2016) and during the period from the end of the most recently completed fiscal year through the date of EY’s resignation, there were no “reportable events” as described in Item 304(a)(1)(v) of RegulationS-K promulgated by the SEC.
The Sponsor, on behalf of the Trust, provided EY with a copy of the foregoing disclosures and requested that EY furnish it with a letter addressed to the SEC stating whether it agrees with the statements made by the Trust set forth above and, if not, stating the respects in which it does not agree. A copy of EY’s letter dated April 9, 2018 was filed as Exhibit 16.1 to the Trust’s Current Report on Form8-K filed with the SEC on April 9, 2018.
On April 19, 2018, the Board of Managers of the Sponsor, on behalf of the Trust, approved the engagement of PricewaterhouseCoopers LLP as the independent accountant for the Trust, effective that same date. During the Trust’s two most recent fiscal years (ended October 31, 2017 and October 31, 2016) and during the period from the end of the most recently completed fiscal year through the date of PricewaterhouseCoopers LLP’s engagement, neither the Trust nor the Sponsor, nor anyone on their behalf, consulted with PricewaterhouseCoopers LLP, on behalf of the Trust, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Trust’s financial statements, or any matter that was either the subject of a “disagreement” as defined in Item 304(a)(1)(iv) of RegulationS-K and the instructions thereto promulgated by the Securities and Exchange Commission or a “reportable event” as described in Item 304(a)(1)(v) of RegulationS-K.
Where You Can Find More Information
The Sponsor has filed on behalf of the Trust a registration statement on FormS-1 with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information about the Trust or the Shares, please refer to the registration statement, which you may read and copy at the public reference facilities of the SEC at the below address. The SEC maintains an Internet site that contains reports and other information regarding issuers at www.sec.gov. Information about the Trust and the
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