Exhibit h.1 NUVEEN TAX-ADVANTAGED DIVIDEND GROWTH FUND FUNDPREFERRED SHARES [ ] SHARES, SERIES T LIQUIDATION PREFERENCE $25,000 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 6th, 2007 • Nuveen Tax-Advantaged Dividend Growth Fund • New York
Contract Type FiledSeptember 6th, 2007 Company Jurisdiction
Exhibit 1.1Underwriting Agreement • June 14th, 2007 • Morgan Stanley Capital I Trust 2007-Iq14 • Asset-backed securities • New York
Contract Type FiledJune 14th, 2007 Company Industry Jurisdiction
Execution STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. THORNBURG MORTGAGE SECURITIES TRUST 2006-5 MORTGAGE LOAN PASS-THROUGH CERTIFICATES, SERIES 2006-5 CLASS A-1, CLASS A-2, CLASS A-X, CLASS A-R, CLASS B-1, CLASS B-2 AND CLASS B-3 UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 2006 • Thornburg Mortgage Securities Trust 2006-5 • Asset-backed securities • New York
Contract Type FiledSeptember 15th, 2006 Company Industry Jurisdiction
EXHIBIT 1.1 MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-IQ11 UNDERWRITING AGREEMENT May 24, 2006 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Greenwich Capital Markets, Inc. 600...Underwriting Agreement • June 23rd, 2006 • Morgan Stanley Capital I Trust 2006-Iq11 • Asset-backed securities • New York
Contract Type FiledJune 23rd, 2006 Company Industry Jurisdiction
USAA ACCEPTANCE, LLC (DEPOSITOR)Underwriting Agreement • February 11th, 2005 • Usaa Acceptance LLC • Asset-backed securities • New York
Contract Type FiledFebruary 11th, 2005 Company Industry Jurisdiction
EXECUTION FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES (Issuable in Series) UNDERWRITING AGREEMENT Merrill Lynch & Co. New York, New York Merrill Lynch, Pierce, Fenner & Smith September 27, 2004 Incorporated 4 World Financial...Underwriting Agreement • October 5th, 2004 • First Horizon Asset Securities Inc • Asset-backed securities • New York
Contract Type FiledOctober 5th, 2004 Company Industry Jurisdiction
EXHIBIT h.1 Nicholas-Applegate Convertible & Income Fund II [ ] Common Shares of Beneficial Interest Par Value $0.00001 per Share UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2003 • Nicholas Applegate Convertible & Income Fund Ii • New York
Contract Type FiledJuly 25th, 2003 Company Jurisdiction
EXHIBIT 1.1 BUCKEYE PARTNERS, L.P. Debt Securities Underwriting Agreement Standard Provisions From time to time, Buckeye Partners, L.P., a Delaware limited partnership (the "Partnership"), may enter into one or more underwriting agreements in the form...Underwriting Agreement • July 8th, 2003 • Buckeye Partners L P • Pipe lines (no natural gas) • New York
Contract Type FiledJuly 8th, 2003 Company Industry Jurisdiction
EXHIBIT 1.1Underwriting Agreement • January 14th, 2003 • First Horizon Asset Securities Inc • Asset-backed securities • New York
Contract Type FiledJanuary 14th, 2003 Company Industry Jurisdiction
Exhibit h.5 PIMCO New York Municipal Income Fund III Auction Preferred Shares Par Value $0.00001 Per Share UNDERWRITING AGREEMENT December 17, 2002 UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2002 • Pimco New York Municipal Income Fund Iii • New York
Contract Type FiledDecember 17th, 2002 Company Jurisdiction
EXHIBIT 1.1 MORGAN STANLEY ABS CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES Series 2002-HE3 UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2002 • Morgan Stanley Abs Cap I Inc MRT PSS THR Cert Se 2002-He3 • Asset-backed securities
Contract Type FiledDecember 12th, 2002 Company Industry
EX-1.1 MORGAN STANLEY ABS CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES Series 2002-HE2 UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2002 • Morgan Stanley Abs Capital I Inc • Asset-backed securities
Contract Type FiledAugust 8th, 2002 Company Industry
Exhibit 1.1 FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES (Issuable in Series) UNDERWRITING AGREEMENT ---------------------- Banc of America Securities LLC Charlotte, North Carolina 100 North Tryon Street May 23, 2002...Underwriting Agreement • June 10th, 2002 • First Horizon Asset Securities Inc • Asset-backed securities • New York
Contract Type FiledJune 10th, 2002 Company Industry Jurisdiction
May 15, 2002 Deutsche Bank Securities Inc. 31 West 52nd Street, 17th Floor New York, New York 10019 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center 250 Vesey Street New York, New York 10080 As Joint Global Coordinators,...Underwriting Agreement • May 23rd, 2002 • Toyota Motor Credit Corp • Personal credit institutions • New York
Contract Type FiledMay 23rd, 2002 Company Industry Jurisdiction
New York, New York April 22, 2002 Morgan Stanley & Co. Incorporated as representative of the several underwriters listed on the attached Schedule A 1585 Broadway New York, New York 10036 Dear Sirs: Morgan Stanley ABS Capital I Inc., a Delaware...Underwriting Agreement • May 17th, 2002 • Morgan Stanley Abs Capital I Inc • Asset-backed securities
Contract Type FiledMay 17th, 2002 Company Industry
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2002 • Nelnet Student Loan Funding LLC • Loan brokers • New York
Contract Type FiledApril 11th, 2002 Company Industry Jurisdiction
EXHIBIT 1.1 [Form of Underwriting Agreement] Fleet Credit Card Master Trust II $__________ Class A [Floating Rate] [__%] Certificates, Series 200_-_ $__________ Class B [Floating Rate] [__%] Certificates, Series 200_-_ FLEET BANK (RI), NATIONAL...Underwriting Agreement • March 29th, 2002 • Fleet Credit Card Master Trust Ii • Asset-backed securities • New York
Contract Type FiledMarch 29th, 2002 Company Industry Jurisdiction
Exhibit 1.1 MORGAN STANLEY DEAN WITTER CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES Series 2001-NC4 UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2002 • Morgan Stanley Dean Witter Capital I Inc • Asset-backed securities • New York
Contract Type FiledJanuary 29th, 2002 Company Industry Jurisdiction
174,000,000 6.698% AUTO RECEIVABLE BACKED NOTES, CLASS A-1 $236,000,000 6.760% AUTO RECEIVABLE BACKED NOTES, CLASS A-2 $340,000,000 6.830% AUTO RECEIVABLE BACKED NOTES, CLASS A-3 $250,000,000 6.980% AUTO RECEIVABLE BACKED NOTES, CLASS A-4 WFS...Underwriting Agreement • November 13th, 2000 • WFS Receivables Corp • Asset-backed securities
Contract Type FiledNovember 13th, 2000 Company Industry
FORD CREDIT AUTO RECEIVABLES TWO L.P. (SELLER)Underwriting Agreement • October 20th, 2000 • Ford Credit Auto Receivables Two L P • Asset-backed securities • New York
Contract Type FiledOctober 20th, 2000 Company Industry Jurisdiction
EXHIBIT 1.1 CITIBANK CREDIT CARD ISSUANCE TRUST CITIBANK (SOUTH DAKOTA), N.A. CITIBANK (NEVADA), NATIONAL ASSOCIATION Series [ ] Class [ ] Notes Citibank Credit Card Issuance Trust [ ]% Interest Rate UNDERWRITING AGREEMENTUnderwriting Agreement • August 21st, 2000 • Citibank Credit Card Master Trust I • Asset-backed securities • New York
Contract Type FiledAugust 21st, 2000 Company Industry Jurisdiction
FORM OF UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • May 23rd, 2000 • Credit Suisse First Boston Mortgage Securities Corp • Asset-backed securities • New York
Contract Type FiledMay 23rd, 2000 Company Industry Jurisdiction
Exhibit 1-1 TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST $303,000,000, 5.365% ASSET BACKED NOTES, CLASS A-1 $284,000,000, 5.80% ASSET BACKED NOTES, CLASS A-2 $334,093,000, 6.15% ASSET BACKED NOTES, CLASS A-3 $26,454,000, 6.30% ASSET BACKED NOTES, CLASS...Underwriting Agreement • July 22nd, 1999 • Toyota Motor Credit Receivables Corp • Asset-backed securities • New York
Contract Type FiledJuly 22nd, 1999 Company Industry Jurisdiction
d) The Bank is duly organized, validly existing and in good standing as a national banking association under the laws of the United States, and has full corporate power, authority and legal right to own its properties and conduct its business as such...Underwriting Agreement • May 12th, 1999 • First Usa Credit Card Master Trust • Asset-backed securities • New York
Contract Type FiledMay 12th, 1999 Company Industry Jurisdiction
430,000,000 Floating Rate Automobile Lease Asset Backed Notes, Class A-1 $440,000,000 Floating Rate Automobile Lease Asset Backed Notes, Class A-2 $410,000,000 Floating Rate Automobile Lease Asset Backed Notes, Class A-3 $351,383,000 Floating Rate...Underwriting Agreement • November 6th, 1998 • World Omni 1998-a Automobile Lease Securitization Trust • Asset-backed securities • New York
Contract Type FiledNovember 6th, 1998 Company Industry Jurisdiction
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 1998 • Greentree Floorplan Funding Corp • Asset-backed securities • New York
Contract Type FiledSeptember 15th, 1998 Company Industry Jurisdiction
GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 1998 • Greentree Floorplan Funding Corp • Asset-backed securities • New York
Contract Type FiledAugust 17th, 1998 Company Industry Jurisdiction
as of April 28, 1998 Deutsche Morgan Grenfell Inc. 31 West 52nd Street New York, New York 10019 and Lehman Brothers Inc. Three World Financial Center, 20th Floor New York , NY 10285 As Representatives of the several Underwriters named in Schedule I...Underwriting Agreement • May 28th, 1998 • Gmac Commercial Mortgage Securities Inc • Asset-backed securities • New York
Contract Type FiledMay 28th, 1998 Company Industry Jurisdiction
ANDUnderwriting Agreement • May 7th, 1998 • Uacsc Auto Trusts • Asset-backed securities • New York
Contract Type FiledMay 7th, 1998 Company Industry Jurisdiction
UNDERWRITING AGREEMENT April __, 1998 PAINEWEBBER INCORPORATED MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED SALOMON SMITH BARNEY FAHNESTOCK & CO. INC. INTERSTATE/JOHNSON LANE CORPORATION as Representatives of the Several Underwriters named in...Underwriting Agreement • April 23rd, 1998 • Dreyfus High Yield Strategies Fund • New York
Contract Type FiledApril 23rd, 1998 Company Jurisdiction
BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST III SENIOR/SUBORDINATE PASS- THROUGH CERTIFICATES, SERIES 1997-2 UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 1997 • Bank of America National Trust & Saving Association • Asset-backed securities • New York
Contract Type FiledNovember 24th, 1997 Company Industry Jurisdiction
METRIS MASTER TRUST UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 1997 • Metris Receivables Inc • Asset-backed securities • New York
Contract Type FiledNovember 10th, 1997 Company Industry Jurisdiction
as of September 25, 1997 Deutsche Morgan Grenfell Inc. 31 West 52nd Street New York, New York 10019 and Lehman Brothers Inc. Three World Financial Center New York, New York 10028 As Representatives of the several Underwriters named in Schedule I...Underwriting Agreement • October 15th, 1997 • Gmac Commercial Mortgage Securities Inc • Asset-backed securities • New York
Contract Type FiledOctober 15th, 1997 Company Industry Jurisdiction
METRIS MASTER TRUST UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 1997 • Metris Master Trust • Asset-backed securities • New York
Contract Type FiledMay 2nd, 1997 Company Industry Jurisdiction
EXHIBIT 1.2 $25,000,000 MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1996-1Underwriting Agreement • January 16th, 1997 • Mellon Bank Premium Finance Loan Master Trust • Asset-backed securities • New York
Contract Type FiledJanuary 16th, 1997 Company Industry Jurisdiction