ACCOUNTING AGENCY AGREEMENT

THIS ACCOUNTING AGENCY AGREEMENT is made as of                     , 2007 by and between BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (the Accounting Agent), and NICHOLAS-APPLEGATE EQUITY & CONVERTIBLE INCOME FUND (the Fund).

WHEREAS, the Fund is registered as management investment company under the Investment Company Act of 1940, as amended (the 1940 Act); and

WHEREAS, the Fund desires to retain the Accounting Agent to perform certain accounting and recordkeeping services on behalf of the Fund, and the Accounting Agent is willing to render such services.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

1. Employment of Accounting Agent. The Fund hereby employs and appoints the Accounting Agent to act as its fund accounting agent on the terms set forth in this Agreement, and the Accounting Agent accepts such appointment.

2. Delivery of Documents. The Fund will (i) furnish the Accounting Agent with properly certified or authenticated copies of resolutions of the Funds Board of Trustees authorizing the appointment of the Accounting Agent to provide certain fund accounting services to the Fund and approving this Agreement; (ii) provide the Accounting Agent with any other documents or resolutions (including but not limited to directions or resolutions of the Funds Board of Trustees) which relate to or affect the Accounting Agents performance of its duties hereunder or which the Accounting Agent may reasonably request; and (iii) notify the Accounting Agent promptly of any matter affecting the performance by the Accounting Agent of its services under this Agreement.

3. Recordkeeping and Calculation of Net Asset Value. The Accounting Agent shall compute and determine the net asset value per share of the Fund as of the close of business on the New York Stock Exchange on each day on which such Exchange is open, unless otherwise directed by Proper Instructions (as defined below in Section 7(a)). Such computation and determination shall be made in accordance with (1) the provisions of the

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Funds Agreement and Declaration of Trust and By-Laws, as they may from time to time be amended and delivered to the Accounting Agent, (2) the votes of the Board of Trustees or Directors of the Fund at the time in force and applicable, as they may from time to time be delivered to the Accounting Agent, and (3) Proper Instructions. On each day that the Accounting Agent shall compute the net asset value per share of the Fund, the Accounting Agent shall provide the Funds investment adviser with written reports which the investment adviser will use to verify that portfolio transactions have been recorded in accordance with the Funds instructions and are reconciled with the Funds trading records.

In computing the net asset value, the Accounting Agent may rely upon any information furnished by Proper Instructions, including without limitation any information (1) as to accrual of liabilities of the Fund and as to liabilities of the Fund not appearing on the books of account kept by the Accounting Agent, (2) as to the existence, status and proper treatment of reserves, if any, authorized by the Fund, (3) as to the sources of quotations to be used in computing the net asset value, including those listed in Appendix B, (4) as to the fair value to be assigned to any securities or other property for which price quotations are not readily available, and (5) as to the sources of information with respect to corporate actions affecting portfolio securities of the Fund, including those listed in Appendix B. (Information as to corporate actions shall include information as to dividends, distributions, stock splits, stock dividends, rights offerings, conversions, exchanges, recapitalizations, mergers, redemptions, calls, maturity dates and similar transactions, including the ex-dividend and record dates and the amounts or other terms thereof). The Fund may instruct the Accounting Agent to utilize a particular source for the valuation of a specific security or other property and the Accounting Agent shall be protected in utilizing the valuation provided by such source without further inquiry in order to effect calculation of the Funds net asset value. Notwithstanding anything in this Agreement to the contrary, the Accounting Agent shall not be responsible for the failure of the Fund or its investment adviser to provide the Accounting Agent with Proper Instructions regarding liabilities which ought to be included in the calculation of the Funds net asset value.

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