Underwriting Agreement

Exhibit 1.1

WATTS WATER TECHNOLOGIES, INC.

5,000,000 Shares of Class A Common Stock

Underwriting Agreement

November 15, 2006

Ladies and Gentlemen:

Watts Water Technologies, Inc., a Delaware corporation (the “ Company ”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “ Underwriters ”), for whom you are acting as representatives (the “ Representatives ”) and J.P. Morgan Securities Inc. (“ JPMSI ”) is acting as book-running manager, an aggregate of 5,000,000 shares (the “ Firm Shares ”) of the Company’s Class A Common Stock, par value $0.10 per share (the “ Stock ”) and, at the option of the Underwriters, up to an additional 750,000 shares (the “ Option Shares ”) of Stock.  The Firm Shares and the Option Shares are herein referred to as the “ Shares .”

The Company hereby confirms its agreement with the several Underwriters as follows:

1.     Registration Statement .  The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Securities Act ”), a registration statement on Form S-3 (File No. 333-124615), including a prospectus (the “ Basic Prospectus ”), relating to the Stock and other securities to be issued from time to time by the Company, and has filed or transmitted for filing with, or shall promptly hereafter file or transmit for filing with, the Commission a prospectus

supplement specifically relating to the sale of the Shares pursuant to Rule 424 under the Securities Act.  Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“ Rule 430 Information ”), is referred to herein as the “ Registration Statement .”  If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “ Rule 462 Registration Statement ”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.  As used herein, the term “ Prospectus ” means the Basic Prospectus, as amended or supplemented, and as supplemented by the prospectus supplement specifically relating to the sale of the Shares in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares; and the term “ Preliminary Prospectus ” means the Basic Prospectus, as supplemented by each prospectus supplement specifically relating to the sale of the Shares, that omitted the Rule 430 Information or other information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424 under the Securities Act.  Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be, and any reference to “ amend ,” “ amendment ” or “ supplement ” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Exchange Act ”) that are deemed to be incorporated by reference therein.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the time when sales of the Shares were first made (the “ Time of Sale ”), the Company had prepared the following information: a Preliminary Prospectus dated November 7, 2006 (including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 as of the Time of Sale), and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed in Schedule II hereto (collectively, with the pricing information set out in Schedule II hereto, the “ Time of Sale Information ”).

2.     Purchase of the Shares by the Underwriters . (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a price per share of $38.10 (the “ Purchase Price ”), the number of Firm Shares

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set forth opposite the name of such Underwriter in Schedule I hereto under the heading “Number of Firm Shares to Be Purchased,” subject to adjustment in accordance with Section 10 and subject to adjustment among the Underwriters as JPMSI in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price.  If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in  Schedule I hereto (or such number increased as set forth in Section 10) bears to the aggregate number of Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional shares as JPMSI in its sole discretion shall make.

The Underwriters may exercise the option to purchase the Option Shares at any time (but not more than once) on or before the thirtieth day following the date of this Agreement, by written notice from JPMSI to the Company.  Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10).  Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

(b)  The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of JPMSI is advisable, and initially to offer the Shares on the terms set forth in the Time of Sale Information and the Prospectus.  The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through any Underwriter.

(c)  Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to JPMSI against delivery of such Shares for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, with any transfer taxes payable in connection therewith duly paid by the Company.  The closing with respect to the Firm Shares shall be at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, at 10:00 A.M. New York City time on November 21, 2006, or at such other time or place on the same or such

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other date, not later than the fifth business day thereafter, as JPMSI and the Company may agree upon in writing.  The closing with respect to any Option Shares shall be at the offices of Davis Polk & Wardwell on the date and at the time and place specified by JPMSI in the written notice of the Underwriters’ election to purchase such Option Shares.  The time and date of such payment for the Firm Shares is referred to herein as the “ Closing Date, ” and the time and date for such payment for any Option Shares, if other than the Closing Date, is herein referred to as the “ Additional Closing Date .”

Notwithstanding the foregoing, in the event that JPMSI elects to take delivery of any Shares in certificated form, payment for such Shares shall be made to the Company against delivery to JPMSI for the respective accounts of the several Underwriters of such Shares in definitive form registered in such names and in such denominations as JPMSI shall request in writing not later than two full business days prior to the Closing Date (in the case of the Firm Shares) or the Additional Closing Date (in the case of the Option Shares) with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company, and the certificates for such Shares will be made available for inspection and packaging by JPMSI at the office of JPMSI set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be.

(d)  The Company acknowledges and agrees that each of JPMSI, the Representatives and the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares and the other transactions contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person.  Additionally, neither JPMSI, any Representative nor any Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.  The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and JPMSI, the Representatives and the Underwriters shall have no responsibility or liability to the Company with respect thereto.  Any review by JPMSI, the Representatives or the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of JPMSI, the Representatives and the Underwriters and shall not be on behalf of the Company.

3.     Representations and Warranties of the Company .  The Company represents and warrants to each Underwriter as of the date hereof, and agrees with each Underwriter as follows:

(a)   Preliminary Prospectus .  No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in

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all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or 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 any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through JPMSI expressly for use in any Preliminary Prospectus.

(b)   Time of Sale Information .  The Time of Sale Information, at the Time of Sale 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 any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through JPMSI expressly for use in the Time of Sale Information.  No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information, and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.

(c)   Issuer Free Writing Prospectus .  Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below), an “ Issuer Free Writing Prospectus ”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed in Schedule II hereto and other written communications approved in writing in advance by JPMSI.  Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying or delivered prior to delivery of such Issuer Free Writing Prospectus, 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

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respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through JPMSI expressly for use in any Issuer Free Writing Prospectus.

(d)   Registration Statement and Prospectus .  The Registration Statement has been declared effective by the Commission.  No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or 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 any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through JPMSI expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

(e)   Incorporated Documents .  The documents (the “ Incorporated Documents ”) incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

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

(f)    Financial Statements .  The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified.  Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved.  The financial data set forth in the Time of Sale Information and the Prospectus under the caption “Selected Consolidated Financial Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained or incorporated in the Prospectus.

(g)   No Material Adverse Change .  Except as otherwise disclosed in the Time of Sale Information and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change being referred to as a “ Material Adverse Change ”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business, nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of capital stock, except for dividends paid to the Company or other subsidiaries, or any repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.

(h)   Organization and Good Standing .  Each of the Company and its significant subsidiaries (as defined in Rule 405 of Regulation C under the Securities Act, “ Significant Subsidiaries ”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as

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described in the Time of Sale Information and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement.  Each of the Company and each of its subsidiaries is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change.  All of the issued and outstanding capital stock of each subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (to the extent legally applicable) and, except for director qualifying shares and except as set forth in the Time of Sale Information and the Prospectus, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.  The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule III hereto.

(i)    Capitalization .  The Stock conforms in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Description of Class A Common Stock”; all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with federal and state securities laws.  None of the outstanding shares of capital stock of the Company were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company.  There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase from the Company or its subsidiaries, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Time of Sale Information and the Prospectus.  The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Information and the Prospectus accurately and fairly presents and summarizes, in all material respects, such plans, arrangements, options and rights.

(j)    Underwriting Agreement .  This Agreement has been duly authorized, executed and delivered by the Company.

(k)   The Shares .  The Shares have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued and will be fully paid and non-assessable and will conform to the descriptions thereof in the Time of Sale Information

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and the Prospectus, and the issuance of the Shares is not subject to any preemptive or similar rights.

(l)    No Violation or Default .  Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by laws (or comparable organizational documents) or is (or, with the giving of notice or lapse of time, would be) in default (“ Default ”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Company’s 4.87% Senior Notes due 2010, the Company’s 5.47% Senior Notes due 2013, the Company’s 5.85% Senior Notes due 2016, the Note Purchase Agreement, dated as of April 27, 2006, between the Company and the Purchasers named therein, the Note Purchase Agreement, dated as of May 15, 2003, as amended as of April 27, 2006, by and among the Company, Bank of America Securities LLC, as Agent, and the Purchasers named therein, the Amended and Restated Credit Agreement, dated as of April 27, 2006, among the Company, certain subsidiaries of the Company as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and the other lenders referred to therein, the Amended and Restated Guaranty, dated as of April 27, 2006, by the Company, the Subsidiaries of the Company set forth therein and Watts Industries Europe B.V., in favor of Bank of America, N.A., or the Letter of Credit issued by Fleet National Bank (as successor to BankBoston, N.A.) for the benefit of Zurich-American Insurance Company dated June 25, 1999, as amended January 22, 2001) or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “ Existing Instrument ”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change.

(m)  No Conflicts .  The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Time of Sale Information and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by laws (or comparable organizational documents) of the Company or any Significant Subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such consents which have been obtained, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Significant Subsidiary.

(n)   No Consents Required .  No consent, approval, authorization or other order of, or registration or filing with, any court or other

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governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Time of Sale Information and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws, New York Stock Exchange regulations and from the National Association of Securities Dealers Inc. (the “ NASD ”).

(o)   Legal Proceedings .  Except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against the Company or any of its Significant Subsidiaries, (ii) which have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its Significant Subsidiaries or (iii) relating to environmental or discrimination matters, where in the case of any of (i), (ii) or (iii), (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such Significant Subsidiary or (B) any such action, suit or proceeding, if so determined adversely, would result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.  No material labor dispute with the employees of the Company or any of its Significant Subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.  There are no contracts or other documents that are required under the Securities Act or the Exchange Act to be filed as exhibits to the Registration Statement or the Incorporated Documents or described in the Registration Statement, the Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or the Incorporated Documents or described in the Registration Statement, the Time of Sale Information and the Prospectus.

(p)   Independent Accountants .  KPMG LLP, who have expressed their opinion with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) included or incorporated in the Time of Sale Information and the Prospectus, are an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(q)   Title to Real and Personal Property .  The Company and each of its Significant Subsidiaries has legal title to all the properties and assets which are owned by the Company and its Significant Subsidiaries as reflected in the financial statements included in the Time of Sale Information and the Prospectus, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects,

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except such as do not, singly or in the aggregate, materially and adversely affect the value of such property and do not, singly or in the aggregate, materially interfere with the use made or proposed to be made of such property by the Company or such Significant Subsidiary.  The real property, improvements, equipment and personal property held under lease by the Company or any Significant Subsidiary are held under valid and enforceable leases, with such exceptions as do not, singly or in the aggregate, materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such Significant Subsidiary.

(r)    Title to Intellectual Property .  The Company and its subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets and other similar rights (collectively, “ Intellectual Property Rights ”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change.  Neither the Company nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringem ent or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change.  The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Time of Sale Information and the Prospectus and are not described in all material respects.  None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees or otherwise in violation of the rights of any persons except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change.

(s)   No Undisclosed Relationships .  No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents and in the Time of Sale Information.

(t)    Investment Company Act .  The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, “ Investment Company Act ”).

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