This excerpt taken from the EFA DEF 14A filed Sep 2, 2009.
Independent Registered Public Accounting Firm. The Audit Committee has selected PricewaterhouseCoopers LLP (PwC), located at Three Embarcadero Center, San Francisco, CA 94111, to serve as the independent registered public accounting firm for each Fund. Representatives of PwC are not expected to be present at the Meeting.
Disclosure of Fees. Appendix K sets forth for each Funds two most recent fiscal years, the fees billed by PwC for all audit and non-audit services provided directly to the Fund. The fee information in Appendix K is presented under the following captions:
(a) Audit Feesfees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, including out-of-pocket expenses.
(b) Audit-Related Feesfees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.
(c) Tax Feesfees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice.
(d) All Other Feesfees for products and services provided to the Fund other than those reported under Audit Fees, Audit-Related Fees and Tax Fees.
Board Consideration of Non-Audit Services. Each Companys Audit Committee has considered whether the provision of non-audit services rendered to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Funds (Adviser Affiliate) that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if any, are compatible with maintaining PwCs independence, and has determined that the provision of these services do not compromise PwCs independence.
Audit Committee Pre-Approval Policies and Procedures. Each Companys Audit Committee Charter, as most recently amended in June 2009, provides that the Audit Committee is responsible for the approval, prior to appointment, of the engagement of the principal accountant to annually audit and provide their opinion on the Funds financial statements. The Audit Committee must also approve, prior to appointment, the engagement of the principal accountant to provide non-audit services to the Funds or any Adviser Affiliate that provides ongoing services to the Funds, if the engagement relates directly to the Funds and the operations and financial reporting of the Funds, and the fee for such services are $25,000 or higher. The services described above that were required to be approved by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X were pre-approved as required. None of the hours expended on the principal accountants engagement to audit each Funds financial statements for each Funds most recently completed fiscal year ended were attributable to work performed by persons other than the principal accountants full-time, permanent employees. The aggregate non-audit fees billed by PwC for services rendered to the Companies, and rendered to the Adviser Affiliates for the fiscal years ended December 31, 2008 and December 31, 2007 were $395,000 and $400,000, respectively.