UNDERWRITING AGREEMENT

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Exhibit 1.1

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Execution Copy

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BANC OF AMERICA FUNDING CORPORATION

$436,364,100

(Approximate)

Mortgage Pass-Through Certificates,

Series 2007-6

July 31, 2007

UNDERWRITING AGREEMENT

Banc of America Securities LLC

214 North Tryon Street

Charlotte, North Carolina 28255

Ladies and Gentlemen:

SECTION 1. Introductory. Banc of America Funding Corporation, a Delaware

corporation (the "Company"), proposes to sell to Banc of America Securities LLC

("BAS" or the "Underwriter") approximately $436,364,100 aggregate Class

Certificate Balance of its Mortgage Pass-Through Certificates identified in

Schedule I hereto (the "Offered Certificates") having the Initial Class

Certificate Balances set forth in Schedule I (subject to an upward or downward

variance, not to exceed 5%, of the precise Initial Class Certificate Balances).

The Offered Certificates, together with the Class CE and Class P Certificates

(the "Non-Offered Certificates") are collectively referred to herein as the

"Certificates" and evidence the entire ownership interest in the assets of a

trust estate (the "Trust Estate") consisting primarily of a pool of fixed

interest rate mortgage loans having original terms to maturity of approximately

180 to approximately 360 months as described in Schedule I (the "Mortgage

Loans") to be acquired by the Company pursuant to a mortgage loan purchase

agreement (the "Mortgage Loan Purchase Agreement"), dated July 31, 2007, by and

between the Company, as purchaser, and Bank of America, National Association, as

seller. As of the close of business on the date specified in Schedule I as the

cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate

principal balance set forth in Schedule I. This Underwriting Agreement shall

hereinafter be referred to as the "Agreement." Elections will be made to treat

certain of the assets of the Trust Estate as multiple separate real estate

mortgage investment conduits (each, a "REMIC"). The Certificates are to be

issued pursuant to a pooling and servicing agreement, dated July 31, 2007 (the

"Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank

National Association, as trustee (the "Trustee"), CitiMortgage, Inc., as master

servicer (the "Master Servicer"), and Citibank, N.A., as securities

administrator (the "Securities Administrator"). The Offered Certificates will be

issued in the denominations specified in Schedule I. The Pooling and Servicing

Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase

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agreement, to be dated July 31, 2007, by and between BAS, as purchaser, and the

Company (the "Purchase Agreement") are collectively referred to herein as the

"Basic Documents."

Capitalized terms used herein that are not otherwise defined herein have

the meanings assigned thereto in the Pooling and Servicing Agreement.

SECTION 2. Representations and Warranties of the Company. The Company

represents and warrants to the Underwriter as follows:

(a) The Company meets the requirements for use of Form S-3 under the

Securities Act of 1933, as amended (the "Act") and has filed with the

Securities and Exchange Commission (the "Commission") a registration

statement on Form S-3 (the file number of which is set forth in Schedule I

hereto), which has become effective, for the registration under the Act of

the Offered Certificates. Such registration statement, as amended to the

date of this Agreement, meets the requirements set forth in Rule 415(a)(l)

under the Act and complies in all other material respects with Rule

415(a)(1). The Company proposes to file with the Commission pursuant to

Rule 424 under the Act a supplement to the form of prospectus included in

such registration statement relating to the Offered Certificates and the

plan of distribution thereof and a revised form of prospectus (the "Revised

Basic Prospectus") and has previously advised you of all further

information (financial and other) with respect to the Company to be set

forth therein. Such registration statement, including the exhibits thereto,

as amended to the date of this Agreement, is hereinafter called the

"Registration Statement"; such prospectus in the form in which it appears

in the Registration Statement, as revised by the Revised Basic Prospectus,

is hereinafter called the "Basic Prospectus"; and such supplement to the

Basic Prospectus, in the form in which it shall be filed with the

Commission pursuant to Rule 424, is hereinafter called the "Prospectus

Supplement" and, collectively with the Basic Prospectus, the "Final

Prospectus." Any reference herein to the Registration Statement, the Basic

Prospectus or the Final Prospectus shall be deemed to refer to and include

the documents incorporated by reference therein pursuant to Item 12 of Form

S-3 which were filed under the Securities Exchange Act of 1934, as amended

(the "Exchange Act"), on or before the date of this Agreement, or the issue

date of the Basic Prospectus or the Final Prospectus, as the case may be;

and any reference herein to the terms "amend," "amendment" or "supplement"

with respect to the Registration Statement, the Basic Prospectus or the

Final Prospectus shall be deemed to refer to and include the filing of any

document under the Exchange Act after the date of this Agreement, or the

issue date of the Basic Prospectus or the Final Prospectus, as the case may

be, and deemed to be incorporated therein by reference.

(b) At or prior to the filing dates set forth in Schedule II hereto

(the "Relevant Dates"), the Company prepared the information (collectively,

the "Disclosure Package") listed in Schedule II hereto. If, subsequent to

the date of this Agreement, the Company or the Underwriter has determined

that such information included an untrue statement of material fact or

omitted to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not

misleading and have terminated their old purchase contracts and entered

into new purchase contracts with purchasers of the Offered Certificates,

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then "Disclosure Package" will refer to the information available to

purchasers at the time of entry into the first such new purchase contract,

including any information that corrects such material misstatements or

omissions ("Corrective Information").

(c) As of the date hereof, when the Final Prospectus is first filed

pursuant to Rule 424 under the Act, when, prior to the Closing Date (as

hereinafter defined), any amendment to the Registration Statement becomes

effective (including the filing of any document incorporated by reference

in the Registration Statement), when any supplement to the Final Prospectus

is filed with the Commission and at the Closing Date, (i) the Registration

Statement, as amended as of any such time, and the Final Prospectus, as

amended or supplemented as of any such time, will comply in all material

respects with the Act and the respective rules thereunder, (ii) the

Registration Statement, as amended as of any such time, will not contain

any untrue statement of a material fact or omit to state any material fact

required to be stated therein or necessary in order to make the statements

therein not misleading, and (iii) the Final Prospectus, as amended or

supplemented as of any such time, will not contain any untrue statement of

a material fact or omit to state any material fact required to be stated

therein or necessary in order to make the statements therein, in light of

the circumstances under which they were made, not misleading; provided,

however, that the Company makes no representations or warranties as to the

information contained in or omitted from the Registration Statement or the

Final Prospectus or any amendment thereof or supplement thereto in reliance

upon and in conformity with information furnished in writing to the Company

by or on behalf of the Underwriter specifically for use in connection with

the preparation of the Registration Statement or the Final Prospectus.

(d) Each item in the Disclosure Package, at the related Relevant Date

did not, and at the Closing Date will not, contain any untrue statement of

a material fact or omit to state a material fact necessary in order to make

the statements therein, in the light of the circumstances under which they

were made, not misleading; provided that the Company makes no

representation and warranty with respect to the information contained in or

omitted from the Disclosure Package or any amendment thereof or supplement

thereto in reliance upon and in conformity with information furnished in

writing to the Company by or on behalf of the Underwriter specifically for

use in connection with the preparation of the Disclosure Package.

(e) The Company has been duly incorporated and is validly existing as

a corporation under the laws of the State of Delaware and has corporate and

other power and authority to own its properties and conduct its business,

as now conducted by it, and to enter into and perform its obligations under

this Agreement and the other Basic Documents to which it is a party.

(f) The Company is not aware of (i) any request by the Commission for

any further amendment of the Registration Statement or the Basic Prospectus

or for any additional information or (ii) the issuance by the Commission of

any stop order suspending the effectiveness of the Registration Statement

or the initiation of any proceedings for that purpose by the Commission.

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(g) This Agreement has been duly authorized, executed and delivered by

the Company, and each of the other Basic Documents to which the Company is

a party, when delivered by the Company, will have been duly authorized,

executed and delivered by the Company, and will constitute a legal, valid

and binding agreement of the Company, enforceable against the Company in

accordance with its terms, subject, as to the enforcement of remedies, to

applicable bankruptcy, insolvency, reorganization, moratorium, receivership

and similar laws affecting creditors' rights generally and to general

principles of equity (regardless of whether the enforcement of such

remedies is considered in a proceeding in equity or at law), and except as

rights to indemnity and contribution hereunder may be limited by federal or

state securities laws or principles of public policy.

(h) The Company is not, and on the date on which the first bona fide

offer of the Offered Certificates is made will not be, an "ineligible

issuer," as defined in Rule 405 under the Act.

(i) On the Closing Date, the Basic Documents will conform to the

description thereof contained in the Registration Statement, the Final

Prospectus and the Disclosure Package; the Offered Certificates will have

been duly and validly authorized and, when such Offered Certificates are

duly and validly executed, issued and delivered in accordance with the

Pooling and Servicing Agreement, and sold to the Underwriter as provided

herein, will be validly issued and outstanding and entitled to the benefits

of the Pooling and Servicing Agreement.

(j) As of the Closing Date, the representations and warranties of the

Company set forth in the Pooling and Servicing Agreement will be true and

correct.

(k) Neither the execution and delivery by the Company of this

Agreement or any other of the Basic Documents nor the consummation by the

Company of the transactions contemplated herein or therein, nor the

issuance of the Offered Certificates or the public offering thereof as

contemplated in the Final Prospectus or the Disclosure Package will

conflict in any material respect with or result in a material breach of, or

constitute a material default (with notice or passage of time or both)

under, or result in the imposition of any lien, pledge, charge, of the

property or assets of the Company (except as required or permitted pursuant

thereto or hereto), pursuant to any material mortgage, indenture, loan

agreement, contract or other instrument to which the Company is party or by

which it is bound, nor will such action result in any violation of any

provisions of any applicable law, administrative regulation or

administrative or court decree, the certificate of incorporation or by-laws

of the Company. The Company is not in violation of its certificate of

incorporation, in default in any material respect in the performance or

observance of any material obligation, agreement, covenant or condition

contained in any contract, indenture, mortgage, loan agreement, note,

lease, trust agreement, transfer and servicing agreement or other

instrument to which a party or by which it may be bound, or to which any

material portion of its property or assets is subject.

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(l) No legal or governmental proceedings are pending to which the

Company is a party or of which any property of the Company is subject,

which if determined adversely to the Company would, individually or in the

aggregate, have a material adverse effect on the financial position,

stockholders' equity or results of operations of the Company; and to the

best of the Company's knowledge, no such proceedings are threatened or

contemplated by governmental authorities or threatened by others.

(m) Since the date of which information is given in the Registration

Statement, there has not been any material adverse change in the business

or net worth of the Company.

(n) Any taxes, fees and other governmental charges in connection with

the execution and delivery of the Basic Documents and the execution,

delivery and sale of the Offered Certificates have been or will be paid at

or prior to the Closing Date.

(o) No consent, approval, authorization or order of, or registration,

filing or declaration with, any court or governmental agency or body is

required, or will be required, in connection with (i) the execution and

delivery by the Company of any Basic Document or the performance by the

Company of any or (ii) the offer, sale or delivery of the Offered

Certificates except such as shall have been obtained or made, as the case

may be, or will be obtained or made, as the case may be, prior to the

Closing Date, or will not materially adversely affect the ability of the

Company to perform its obligations under any Basic Document.

(p) The Company possesses, and will possess, all material licenses,

certificates, authorities or permits issued by the appropriate state,

federal or foreign regulatory agencies or bodies necessary to conduct the

business now conducted by it and as described in the Preliminary

Prospectus, if any, Final Prospectus and the Disclosure Package, except to

the extent that the failure to have such licenses, certificates,

authorities or permits does not have a material adverse effect on the

Offered Certificates or the financial condition of the Company, and the

Company has not received, nor will have received as of each Closing Date,

any notice of proceedings relating to the revocation or modification of any

such license, certificate, authority or permit which, singly or in the

aggregate, if the subject of an unfavorable decision, ruling or finding,

would materially and adversely affect the conduct of its business,

operations or financial condition.

(q) On the Closing Date, (i) the Company will have good and marketable

title to the related Mortgage Loans being transferred by it to the Trust

pursuant thereto, free and clear of any lien, (ii) the Company will not

have assigned to any person any of its right, title or interest in such

Mortgage Loans or in the Pooling and Servicing Agreement, and (iii) the

Company will have the power and authority to sell such Mortgage Loans to

the Trust, and upon execution and delivery of the Pooling and Servicing

Agreement by the Trustee, the Company, the Master Servicer and the

Securities Administrator, the Trust will have good and marketable title

thereto, in each case free of liens.

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(r) The properties and businesses of the Company conform, and will

conform, in all material respects, to the descriptions thereof contained in

the Final Prospectus and the Disclosure Package.

(s) The Company is not, and, after giving effect to the transactions

contemplated by the Pooling and Servicing Agreement and the offering and

sale of the Offered Certificates, neither the Company nor the Trust Fund

will be, an "investment company," as defined in the Investment Company Act

of 1940, as amended.

(t) It is not necessary in connection with the offer, sale and

delivery of the Offered Certificates in the manner contemplated by this

Agreement to qualify the Pooling and Servicing Agreement under the Trust

Indenture Act of 1939, as amended (the "1939 Act").

(u) Other than the Final Prospectus, the Company (including its agents

and representatives other than the Underwriter) has not made, used,

prepared, authorized, approved or referred to and will not make, use,

prepare, authorize, approve or refer to any "written communication" (as

defined in Rule 405 under the Act) that constitutes an offer to sell or

solicitation of an offer to buy the Offered Certificates other than (i)

information included in the Disclosure Package, (ii) any document not

constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or

Rule 134 under the Act or (iii) other written communication approved in

writing in advance by the Underwriter.

(v) Any Issuer Free Writing Prospectus complied in all material

respects with the Act and has been, or will be filed in accordance with

Rule 433 under the Act (to the extent required thereby).

SECTION 3. Purchase, Sale and Delivery of Offered Certificates. On the

basis of the representations, warranties and agreements herein contained, but

subject to the terms and conditions herein set forth, the Company agrees to

issue and sell to the Underwriter, and the Underwriter agrees to purchase from

the Company, the aggregate Class Certificate Balance of the Offered

Certificates, at the purchase price set forth in Schedule I hereto.

The Company will deliver the Offered Certificates to the Underwriter,

against payment of the applicable purchase price therefor in same day funds

wired to such bank as may be designated by the Company, or by such other manner

of payment as may be agreed upon by the Company and the Underwriter, at the

offices of Hunton & Williams LLP, Charlotte, North Carolina, at 10:00 A.M.,

Eastern time, on July 31, 2007, or at such other place or time not later than

seven full business days thereafter as the Underwriter and the Company

determine, such time being referred to herein as the "Closing Date."

The Offered Certificates so to be delivered will be in such denominations

and registered in such names as the Underwriter requests two full business days

prior to the Closing Date and will be made available at the offices of Banc of

America Securities LLC, Charlotte, North Carolina or, upon the Underwriter's

request, through the facilities of The Depository Trust Company.

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SECTION 4. Offering by the Underwriter.

(a) It is understood that the Underwriter proposes to offer the

Offered Certificates subject to this Agreement for sale to the public

(which may include selected dealers) on the terms as set forth in the Final

Prospectus.

(b) The Underwriter represents and warrants to, and agrees with, the

Company, that:

In relation to each Member State of the European Economic Area which has

implemented the Prospectus Directive (each, a "Relevant Member State"), it has

not made and will not make an offer of Certificates to the public in that

Relevant Member State prior to the publication of a prospectus in relation to

the Offered Certificates which has been approved by the competent authority in

that Relevant Member State or, where appropriate, approved in another Relevant

Member State and notified to the competent authority in that Relevant Member

State, all in accordance with the Prospectus Directive, except that it may, with

effect from and including the relevant implementation date, make an offer of

Certificates to the public in that Relevant Member State at any time:

(i) to legal entities which are authorized or regulated to

operate in the financial markets or, if not so authorized or

regulated, whose corporate purpose is solely to invest in securities;

(ii) to any legal entity which has two or more of (1) an average

of at least 250 employees during the last financial year; (2) a total

balance sheet of more than (euro)43,000,000 and (3) an annual net

turnover of more than (euro)50,000,000, as shown in its last annual or

consolidated accounts; or

(iii) in any other circumstances which do not require the

publication by the issuer of a prospectus pursuant to Article 3 of the

Prospectus Directive.

For the purposes of this representation, the expression an "offer of

Certificates to the public" in relation to any Offered Certificates in any

Relevant Member State means the communication in any form and by any means of

sufficient information on the terms of the offer and the Certificates to be

offered so as to enable an investor to decide to purchase or subscribe the

Certificates, as the same may be varied in that Member State by any measure

implementing the Prospectus Directive in that Member State and the expression

"Prospectus Directive" means the European Commission Directive 2003/71/EC and

includes any relevant implementing measure in each Relevant Member State.

It has only communicated or caused to be communicated and will only

communicate or cause to be communicated an invitation or inducement to engage in

investment activity (within the meaning of Section 21 of the United Kingdom

Financial Services and Markets Act 2000 (the "FSMA")) received by it in

connection with the issue or sale of the Offered Certificates in circumstances

in which Section 21(1) of the FSMA does not apply to the issuing entity.

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It has complied and will comply with all applicable provisions of the FSMA

with respect to anything done by it in relation to the Offered Certificates in,

from or otherwise involving the United Kingdom.

SECTION 5. Covenants of the Company. The Company hereby covenants and

agrees with the Underwriter that:

(a) Prior to the termination of the offering of the Offered

Certificates, the Company will not file any amendment of the Registration

Statement or supplement (including the Final Prospectus) to the Basic

Prospectus unless the Company has furnished the Underwriter a copy for

their review prior to filing and will not file any such proposed amendment

or supplement to which the Underwriter reasonably objects. Subject to the

foregoing sentence, the Company will cause the Final Prospectus to be filed

with the Commission pursuant to Rule 424. The Company will advise the

Underwriter promptly (i) when the Final Prospectus shall have been filed

with the Commission pursuant to Rule 424, (ii) when any amendment to the

Registration Statement relating to the Offered Certificates shall have

become effective, (iii) of any request by the Commission for any amendment

of the Registration Statement or amendment of or supplement to the Final

Prospectus or for any additional information, (iv) of the issuance by the

Commission of any stop order suspending the effectiveness of the

Registration Statement or the institution or threatening of any proceeding

for that purpose and (v) of the receipt by the Company of any notification

with respect to the suspension of the qualification of the Offered

Certificates for sale in any jurisdiction or the initiation or threatening

of any proceeding for such purpose. The Company will use its best efforts

to prevent the issuance of any such stop order and, if issued, to obtain as

soon as possible the withdrawal thereof.

(b) If, at any time when a prospectus relating to the Offered

Certificates is required to be delivered under the Act, any event occurs as

a result of which the Final Prospectus as then amended or supplemented

would include any untrue statement of a material fact or omit to state any

material fact necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading, or if it shall be

necessary to amend or supplement the Final Prospectus to comply with the

Act or the Exchange Act or the respective rules thereunder, the Company

promptly will prepare and file with the Commission, subject to the first

sentence of paragraph (a) of this Section 5, an amendment or supplement

which will correct such statement or omission or an amendment which will

effect such compliance and will use its best efforts to cause any required

post-effective amendment to the Registration Statement containing such

amendment to be made effective as soon as possible.

(c) The Company will furnish to the Underwriter and counsel for the

Underwriter, without charge, executed copies of the Registration Statement

(including exhibits thereto) and each amendment thereto which shall become

effective on or prior to the Closing Date and, so long as delivery of a

prospectus by the Underwriter or dealers may be required by the Act, as

many copies of the Final Prospectus and any amendments thereof and

supplements thereto as the Underwriter may reasonably request. The Company

will pay the expenses of printing all documents relating to the initial

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offering, provided that any additional expenses incurred in connection with

the requirement of delivery of a market-making prospectus, if applicable,

will be borne by the Underwriter.

(d) The Company will furnish such information as may be required and

otherwise cooperate in qualifying the Offered Certificates for sale under

the laws of such jurisdictions as the Underwriter may reasonably designate

and to maintain such qualifications in effect so long as required for the

distribution of the Offered Certificates; provided, however, that the

Company shall not be required to qualify to do business in any jurisdiction

where it is not now so qualified or to take any action which would subject

it to general or unlimited service of process in any jurisdiction where it

is not now so subject.

SECTION 6. Conditions to the Obligations of the Underwriter. The

obligations of the Underwriter to purchase the Offered Certificates shall be

subject to the accuracy of the representations and warranties on the part of the

Company contained herein as of the date hereof, as of the date of the

effectiveness of any amendment to the Registration Statement filed prior to the

Closing Date (including the filing of any document incorporated by reference

therein) and as of the Closing Date, to the accuracy of the statements of the

Company made in any certificates delivered pursuant to the provisions hereof, to

the performance by the Company of its obligations hereunder and to the following

additional conditions:

(a) The Underwriter shall have received from Deloitte & Touche LLP (i)

a letter, dated the date hereof, confirming that they are independent

public accountants within the meaning of the Act and the rules and

regulations of the Commission promulgated thereunder and otherwise in form

and substance reasonably satisfactory to the Underwriter and counsel to the

Underwriter and (ii) if requested by the Underwriter, a letter dated the

Closing Date, updating the letter referred to in clause (i) above, in form

and substance reasonably satisfactory to the Underwriter and counsel for

the Underwriter.

(b) All actions required to be taken and all filings required to be

made by the Company under the Act prior to the sale of the Offered

Certificates shall have been duly taken and made. At and prior to the

Closing Date, no stop order suspending the effectiveness of the

Registration Statement shall have been issued and no proceedings for that

purpose shall have been instituted, or to the knowledge of the Company or

the Underwriter, shall have been contemplated by the Commission.

(c) Subsequent to the execution and delivery of this Agreement, there

shall not have occurred (i) any change, or any development involving a

prospective change, in or affecting particularly the business or properties

of the Company, any Servicer or the Master Servicer which, in the

reasonable judgment of the Underwriter, materially impairs the investment

quality of the Offered Certificates; (ii) any downgrading in the ratings of

the securities of any Servicer or the Master Servicer by any "nationally

recognized statistical rating organization" (as such term is defined for

purposes of Rule 436(g) under the Act), or any public announcement that any

such organization has under surveillance or review its ratings of any

securities of any Servicer or the Master Servicer (other than an

announcement with positive implications of a possible upgrading, and no

implication of a possible downgrading, of such rating); (iii) any

suspension or limitation of trading in securities generally on the New York

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Stock Exchange, or any setting of minimum prices for trading on such

exchange; (iv) any banking moratorium declared by federal, North Carolina

or New York authorities; or (v) any outbreak or escalation of major

hostilities in which the United States is involved, any declaration of war

by Congress or any other substantial national or international calamity or

emergency if, in the reasonable judgment of the Underwriter, the effects of

any such outbreak, escalation, declaration, calamity or emergency makes it

impractical or inadvisable to proceed with completion of the sale of and

payment for the Offered Certificates.

(d) The Underwriter shall have received a certificate dated the

Closing Date of an executive officer of the Company in which such officer

shall state that, to the best of such officer's knowledge after reasonable

inspection, (i) the representations and warranties of the Company contained

in the Basic Documents are true and correct with the same force and effect

as if made on the Closing Date and (ii) the Company has complied with all

agreements and satisfied all conditions on its part to be performed or

satisfied hereunder at or prior to the Closing Date.

(e) The Underwriter shall have received an opinion of reasonably

acceptable counsel to the Master Servicer and the Securities Administrator,

dated the Closing Date, in form and substance satisfactory to the

Underwriter and counsel for the Underwriter.

(f) The Underwriter shall have received an opinion of Hunton &

Williams LLP, special counsel to the Company and Bank of America, National

Association, dated the Closing Date, in form and substance satisfactory to

the Underwriter and counsel for the Underwriter.

(g) The Underwriter shall have received copies of any opinions of

counsel for the Company that the Company is required to deliver to any

Rating Agency. Any such opinions shall be dated the Closing Date and

addressed to the Underwriter or accompanied by reliance letters addressed

to the Underwriter.

(h) The Underwriter shall have received from Hunton & Williams LLP,

special counsel to the Underwriter, a letter addressed to the Underwriter

dated the Closing Da