The closing price at which the Fund's shares were traded on the exchange.
Per-share dollar value of the Fund, calculated by dividing the total value of all the securities in its portfolio, plus any other assets and less liabilities, by the number of Fund shares outstanding.
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ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
The Registrant has adopted the following proxy voting policies and
procedures.
PROXY VOTING POLICIES AND PROCEDURES
Policy
The following are the policies and procedures adopted and implemented
by Tekla Capital Management LLC (“TCM”) for voting proxies with respect to portfolio securities held by Tekla Healthcare
Investors,Tekla Life Sciences Investors, Tekla Healthcare Opportunities Fund and Tekla World Healthcare Fund (each a “Fund”
and collectively the “Funds”). The policies and procedures are reasonably designed to ensure that proxies are voted in the
best interest of the Funds and the Funds’ shareholders, in accordance with TCM’s fiduciary duties and Rule 206(4)-6
under the Investment Advisers Act of 1940 (the “Investment Advisers Act”). TCM considers the “best interests”
of the Funds and their shareholders to mean their best long-term economic interests.
TCM shall vote proxies for the exclusive benefit, and in the best economic
interest, of the Funds and their shareholders. Such exercise of voting rights shall be subject to the same standard of care as is generally
applicable to TCM’s performance of its duties, as set forth in the advisory agreements with the Funds. The policies and procedures
contained herein are designed to be guidelines, however each vote is ultimately cast on a case-by-case basis, taking into consideration
the relevant facts and circumstances at the time of the vote. Any material conflicts that may arise will be resolved in the best interests
of the Funds and their shareholders.
A proxy committee has been designated and is responsible for administering
and overseeing the proxy voting process. The committee consists of the President of TCM, TCM’s Chief Compliance Officer (“CCO”),
and the analyst responsible for oversight of the company that is the subject of the proxy. The committee considers proxy questions and
determines the vote on behalf of the Funds.
Procedures
Logistics
TCM’s CCO shall be responsible for maintaining the proxy log,
monitoring corporate actions and confirming the timely voting of proxies. The proxy log shall contain the following information,
in accordance with Form N-PX:
|
● |
the name of
the issuer; |
|
● |
the exchange
ticker symbol, if available; |
|
● |
the CUSIP number,
if available; |
|
● |
the shareholder
meeting date; |
|
● |
a brief identification
of the matter voted on; |
|
● |
whether the
matter was proposed by the issuer or a security holder; |
|
● |
whether TCM
cast its vote on the matter; |
|
● |
how TCM cast
its vote on the matter (for, against, abstain; for or withhold regarding the election of directors); and |
|
● |
whether TCM
cast its vote for or against management; |
TCM’s
CCO shall also record whether any conflicts of interest have been identified and, if so, what action was taken to resolve the conflict
with respect to each vote cast and each abstention.
Substantive Voting Decisions
TCM’s substantive voting decisions turn on the particular facts
and circumstances of each proxy vote. The following is a list of common proxy vote issues and TCM’s standard considerations when
determining how to vote such proxies.
Routine Matters/Corporate
Administrative Items. After an initial review, TCM generally votes with management on routine matters related to the operation
of the issuer that are not expected to have a significant economic impact on the issuer and/or its shareholders.
Potential
for Major Economic Impact. TCM may review and analyze on a case-by-case basis, non-routine proposals that are more likely to
affect the structure and operation of the issuer and to have a greater impact on the value of the investment.
Corporate
Governance. TCM may review and consider corporate governance issues related to proxy matters and generally supports proposals
that foster good corporate governance practices.
Special Interest
Issues. TCM may consider: (i) the long-term benefit to shareholders of promoting corporate accountability and responsibility
on social issues; (ii) management’s responsibility with respect to special interest issues; (iii) any economic costs
and restrictions on management; and (iv) the responsibility of TCM to vote proxies for the greatest long-term shareholder value.
Limitations
on Director Tenure and Retirement. TCM may consider: (i) a reasonable retirement age for directors, e.g. 70 or
72; (ii) the introduction of new perspectives on the board; and (iii) the arbitrary nature of such limitations and the possibility
of detracting from the board’s stability and continuity.
Directors’
Minimum Stock Ownership. TCM may consider: (i) the benefits of additional vested interest; (ii) the ability of a
director to serve a company well regardless of the extent of his or her share ownership; and (iii) the impact of limiting the number
of persons qualified to be directors.
D&O Indemnification
and Liability Protection. TCM may consider: (i) indemnifying directors for acts conducted in the normal course of business;
(ii) limiting liability for monetary damages for violating the duty of care; (iii) expanding coverage beyond legal expenses
to acts that represent more serious violations of fiduciary obligation than carelessness (e.g. negligence); and (iv) providing
expanded coverage in cases when a director’s legal defense was unsuccessful if the director was found to have acted in good faith
and in a manner that he or she reasonably believed was in the best interests of the issuer.
Director
Nominations in Contested Elections. TCM may consider: (i) long-term financial performance of the issuer relative to its
industry; (ii) management’s track record; (iii) background to proxy contest; (iv) qualifications of both slates
of nominees; (v) evaluations of what each side is offering shareholders as well as the likelihood that the proposed objectives and
goals can be met; and (vi) stock ownership positions.
Cumulative
Voting. TCM may consider: (i) the ability of significant stockholders to elect a director of their choosing; (ii) the
ability of minority shareholders to concentrate their support in favor of a director or directors of their choosing; and (iii) the
potential to limit the ability of directors to work for all shareholders.
Classified
Boards. TCM may consider: (i) providing continuity; (ii) promoting long-term planning; and (iii) guarding against
unwanted takeovers.
Poison Pills.
TCM may consider: (i) TCM’s position on supporting proposals to require a shareholder vote on other shareholder rights plans;
(ii) ratifying or redeeming a poison pill in the interest of protecting the value of the issuer; and (iii) other alternatives
to prevent a takeover at a price demonstrably below the true value of the issuer.
Fair Price
Provisions. TCM may consider: (i) the vote required to approve the proposed acquisition; (ii) the vote required to
repeal the fair price provision; (iii) the mechanism for determining fair price; and (iv) whether these provisions are bundled
with other anti-takeover measures (e.g., supermajority voting requirements) that may entrench management and discourage attractive
tender offers.
Equal Access.
TCM may consider: (i) the opportunity for significant shareholders of the issuer to evaluate and propose voting recommendations on
proxy proposals and director nominees, and to nominate candidates to the board; and (ii) the added complexity and burden.
Charitable
Contributions. TCM may consider: (i) the potential benefits to shareholders; (ii) the potential to detract the issuer’s
resources from more direct uses of increasing shareholder value; and (iii) the responsibility of shareholders to make individual
contributions.
Stock Authorizations:
TCM may consider: (i) the need for the increase; (ii) the percentage increase with respect to the existing authorization; (iii) voting
rights of the stock; and (iv) overall capitalization structures.
Preferred
Stock. TCM may consider: (i) whether the new class of preferred stock has unspecified voting, conversion, dividend distribution,
and other rights; (ii) whether the issuer expressly states that the stock will not be used as a takeover defense or carry superior
voting rights; (iii) whether the issuer specifies the voting, dividend, conversion, and other rights of such stock and the terms
of the preferred stock appear reasonable; and (iv) whether the stated purpose is to raise capital or make acquisitions in the normal
course of business.
Director
Compensation. TCM may consider: (i) whether director shares are at the same market risk as those of the shareholders;
and (ii) how option programs for outside directors compare with the standards of internal programs.
Golden and
Tin Parachutes. TCM may consider: (i) whether they will be submitted for shareholder approval; and (ii) the employees
covered by the plan and the quality of management.
Compensation.
TCM may consider: (i) Whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent consultants; (iii) whether the compensation committee has lapsed or waived equity vesting restrictions;
and (iv) whether the company has adopted or extended a Golden Parachute without shareholder approval. TCM will generally support
annual advisory votes on executive compensation.
Limitations
TCM may abstain from voting a proxy if it concludes that the effect
on shareholders’ economic interests or the value of the portfolio holding is indeterminable or insignificant. TCM may abstain from
voting a proxy if it concludes that the cost of voting is disproportionate to the economic impact the vote would have on the portfolio
holdings. With respect to certain privately held companies, TCM may not have the opportunity to vote or may have a limitation on its ability
to vote. For example, in certain cases a company may be permitted by its charter or other governing documents to take action without a
shareholder meeting and with written consent of fewer than all shareholders.
Conflicts of Interest
The Proxy Committee identifies any potential conflicts of interest.
Each potential conflict must be addressed in a manner which will be in the best interest of the Funds and their shareholders. If any potential
conflict is identified the Proxy Committee consults with the Funds’ counsel. Where conflicts of interest arise between clients
and TCM, TCM may convene an ad-hoc committee to debate the conflict and to give a ruling on a preferred course of action. If the ad-hoc
committee determines that TCM has a conflict of interest in any instance, TCM’s CCO shall disclose the conflict to the Board and
seek voting instructions.
TCM may cause the proxies to be voted in accordance with the recommendations
of an independent third party service provider that TCM may use to assist in voting proxies.
Disclosure
The following disclosure shall be provided in connection with these
policies and procedures:
|
● |
TCM shall provide
a description or a copy of these policies and procedures to the Boards of Trustees of the Funds annually and upon request. |
|
● |
TCM shall make
available to the Funds its proxy voting records, for inclusion on the Funds’ Form N-PX. |
|
● |
TCM shall include
its proxy voting policies and procedures in its annual filing on Form N-CSR. |
|
● |
TCM shall cause
the Funds’ shareholder reports to include a statement that a copy of these policies and procedures is available upon request (i) by
calling a toll-free number; (ii) on the Funds’ website, (if the Funds choose); and (iii) on the SEC’s website. |
|
● |
TCM shall cause
the Funds’ annual and semi-annual reports to include a statement that information is available regarding how the Funds voted proxies
during the most recent twelve-month period (i) without charge, upon request, either by calling a toll-free number or on or through
the Funds’ website, or both; and (ii) on the SEC’s website. |
Recordkeeping
TCM shall maintain records of proxies voted in accordance with Section 204-2
of the Advisers Act, including proxy statements, a record of each vote cast, and a copy of any document created by the Adviser that was
material to making a decision of how to vote the proxy, or that memorializes the basis for the Adviser’s decision on how to vote
the proxy. TCM shall also maintain a copy of its policies and procedures and each written request from a client for proxy voting records
and the Adviser’s written response to any client request, either written or oral, for such records. Proxy statements that are filed
on EDGAR shall be considered maintained by TCM. All such records shall be maintained for a period of five years in an easily accessible
place, the first two years in the offices of TCM.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a)(1)
As of December 8, 2022, Daniel R. Omstead, Ph.D., Jason Akus, M.D./M.B.A., Timothy Gasperoni, M.B.A., Ph.D., Ashton Wilson, Christopher
Abbott, Robert Benson, Richard Goss, Loretta Tse, Ph.D., Jack Liu, M.B.A., Ph.D., Christopher Seitz, M.B.A., Graham Attipoe, M.B.A., M.D.;
and Kelly Girskis, Ph.D. are members of a team that analyzes investments on behalf of the Registrant. Dr. Omstead exercises ultimate
decision making authority with respect to investments. Dr. Omstead also performs other duties including management of the investment
adviser and makes investments on behalf of Tekla Healthcare Investors (“HQH”), Tekla Life Science Investors (“HQL”),
and Tekla Healthcare Opportunities Fund (“THQ”). The date each team member joined the portfolio management team and each
team member’s business experience for at least the last five years is included below.
Daniel R. Omstead, Ph.D. is President and Chief Executive Officer of
the investment adviser and has been employed by the investment adviser of the Registrant since 2000. He is also President of the Registrant,
HQH, HQL and THQ.
Jason Akus, M.D./M.B.A. is Senior Vice President, Research of the investment
adviser and is responsible for investment research and due diligence in the biotechnology, medical device, and diagnostic areas. Dr. Akus
joined the investment adviser of the Registrant in 2001.
Timothy Gasperoni,
M.B.A., Ph.D. is Senior Vice President, Research of the investment adviser. He was previously a Senior Analyst and Founding
Member of Sabby Capital. He joined TCM in 2015.
Ashton Wilson
is Senior Vice President of the investment adviser. He was previously a Vice President in equity trading at Goldmans Sachs &
Co. and was an equity derivative trader at Bank of America Merill Lynch. He joined TCM in 2018.
Christopher
Abbott is Vice President, Research of the investment adviser. Previously, Mr. Abbott was at Leerink Partners where he was
a Vice President on the Equity Research Team. He joined TCM in 2016.
Robert Benson
is Vice President of the investment adviser. Previously, Mr. Benson was at State Street Global Advisors (SSgA) where he performed
quantitative research for asset allocation, equities, and alternatives teams. He joined TCM in 2016.
Loretta Tse, Ph.D. is Vice President of the investment adviser. She
previously ran a biotech consulting business and worked at various venture funds and start-up companies and was Managing Director at Fred
Hutchinson Cancer Research Center. She joined TCM in 2015.
Richard Goss is Senior Analyst of the investment adviser. Previously,
Mr. Goss was at Leerink Partners where he was a Vice President on the Large Pharma and Biotech Equity Research Teams and a Healthcare
Analyst at Datamonitor. He joined TCM in 2018.
Jack Liu, M.B.A., Ph.D. is Senior Analyst of the investment adviser.
He was previously a Research Analyst at Weatherbie Capital. He joined TCM in 2019.
Christopher Seitz, M.B.A. is Senior Analyst of the investment adviser.
Previously, Mr. Seitz was a Healthcare Analyst Intern at Nantahala Capital Management and an Associate at Excel Venture Management. He
joined TCM in 2021.
Graham Attipoe, M.B.A., M.D. is Analyst of the investment adviser.
Previously, Dr. Attipoe was a Research Analyst for Eagle Health Investments LP and a M.B.A. Summer Consultant for the Boston Consulting
Group. He joined TCM in 2022.
Kelly Girskis, Ph.D. is Analyst of the investment adviser. Previously,
Dr. Girskis was an Equity Research Associate at SVB Leerink. She joined TCM in 2021.
(a)(2)
The following table lists the number and types of other accounts and assets under management in those accounts advised by the Registrant’s
portfolio management team as of the end of the Registrant’s fiscal year.
|
|
REGISTERED |
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTMENT |
|
|
|
|
|
|
|
|
|
|
|
PORTFOLIO |
|
COMPANY |
|
ASSETS |
|
POOLED |
|
ASSETS |
|
OTHER |
|
ASSETS |
|
MANAGER |
|
ACCOUNTS |
|
MANAGED |
|
ACCOUNTS |
|
MANAGED |
|
ACCOUNTS |
|
MANAGED |
|
Daniel R. Omstead |
|
|
3 |
|
$ |
|
2,375
million |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
Jason Akus |
|
|
3 |
|
$ |
|
2,375 million |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
Timothy Gasperoni |
|
|
3 |
|
$ |
|
2,375 million |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
Ashton Wilson |
|
|
3 |
|
$ |
|
2,375 million |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
Christopher Abbott |
|
|
3 |
|
$ |
|
2,375 million |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
Robert Benson |
|
|
3 |
|
$ |
|
2,375 million |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
Loretta Tse |
|
|
3 |
|
$ |
|
2,375 million |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
Richard Goss |
|
|
3 |
|
$ |
|
2,375 million |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
Jack Liu |
|
|
3 |
|
$ |
|
2,375 million |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
Christopher Seitz |
|
|
3 |
|
$ |
|
2,375 million |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
Graham Attipoe |
|
|
3 |
|
$ |
|
2,375 million |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
Kelly Girskis |
|
|
3 |
|
$ |
|
2,375 million |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
None of the funds or other accounts is subject to a performance-based
advisory fee.
Each member of the portfolio management team may perform investment
management services for other accounts similar to those provided to the Registrant and the investment action for each account may differ.
The portfolio management team may discover an investment opportunity that may be suitable for more than one account. However, the investment
opportunity may be limited so that all accounts may not be able to fully participate or an investment opportunity or investment allocation may
be allocated to just one account or may be allocated between accounts at different levels based on an investment decision made by the
investment team. The investment team may subsequently make investment decisions that result in investment levels that make
the accounts more differentiated or, conversely, more closely or completely aligned. Such investment decisions may
occur within a day or two. In addition, the investment adviser may receive different compensation from each account. In that
case, the portfolio management team may have an incentive to direct investments to an account that could result in higher fees for the
investment adviser. The registrant has adopted procedures designed to allocate investments fairly across multiple accounts.
Additionally, a portfolio manager may be perceived to have a conflict
of interest if he has other executive management responsibilities. In addition to managing the Registrant, HQH, HQL and THQ, Dr. Omstead
is the President of the investment adviser of the Registrant. Dr. Omstead periodically discusses the amount of time he allocates
to each of his responsibilities with the Registrant’s Board of Trustees.
The portfolio management team’s management of personal accounts
may also present certain conflicts of interest. The Registrant has adopted a code of ethics designed to address these potential conflicts.
(a)(3)
As of September 30, 2022, portfolio manager compensation is comprised of a base salary and discretionary compensation as described
below.
Base
Salary Compensation. The team members receive a base salary compensation linked to individual experience and responsibilities.
The amount of base salary is reviewed annually.
Discretionary
Compensation. Discretionary Compensation is in the form of a cash bonus, paid annually, which may be 50% or more of the team
member’s base salary. Several factors affect discretionary compensation, which can vary by team member and circumstances. The discretionary
compensation component is determined based on factors including investment performance of accounts managed by the team predominantly relative
to the S&P 500 Index and a blended consideration of appropriate healthcare indices and related performance metrics during the Fund’s
fiscal year, performance of specific investments proposed by the individual, financial performance of the investment adviser and a qualitative
assessment of the individual overall contribution to the investment team and to the investment adviser. Discretionary compensation is
evaluated annually after the completion of the Registrant’s fiscal year.
(a)(4)
As of September 30, 2022, the dollar range of Registrant’s shares beneficially owned by the portfolio managers are
as follows as of the end of the Registrant’s fiscal year:
PORTFOLIO MANAGER |
|
DOLLAR RANGE OF SHARES BENEFICIALLY OWNED |
Daniel R. Omstead |
|
$100,001-$500,000 |
Jason Akus |
|
none |
Timothy Gasperoni |
|
$10,001-$50,000 |
Ashton Wilson |
|
none |
Christopher Abbott |
|
none |
Robert Benson |
|
none |
Loretta Tse |
|
none |
Richard Goss |
|
none |
Jack Liu |
|
none |
Christopher Seitz |
|
none |
Graham Attipoe |
|
none |
Kelly Girskis |
|
none |
(b) N/A.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Period |
|
(a) Total No.
of Shares Purchased (1) |
|
|
(b) Average Price Paid per
Share |
|
|
(c) Total No.
of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
(d) Maximum No.
of Shares that May Yet Be Purchased Under the Plans or Programs |
|
Month #1 (Oct. 1, 2021 — Oct. 31, 2021) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,465,929 |
|
Month #2 (Nov. 1, 2021 — Nov. 30, 2021) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,465,929 |
|
Month #3 (Dec. 1, 2021 — Dec. 31, 2021) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,465,929 |
|
Month #4 (Jan. 1, 2022 — Jan. 31, 2022) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,465,929 |
|
Month #5 (Feb. 1, 2022 — Feb. 28, 2022) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,465,929 |
|
Month #6 (Mar. 1, 2022 — Mar. 31, 2022) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,465,929 |
|
Month #7 (Apr. 1, 2022 — Apr. 30, 2022) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,465,929 |
|
Month #8 (May 1, 2022 — May 31, 2022) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,465,929 |
|
Month #9 (Jun. 1, 2022 — Jun. 30, 2022) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,465,929 |
|
Month #10 (Jul. 1, 2022 — Jul. 31, 2022) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,493,657 |
|
Month #11 (Aug. 1, 2022 — Aug. 31, 2022) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,493,657 |
|
Month #12 (Sep. 1, 2022 — Sep. 30,
2022) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,493,657 |
|
Total |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
|
|
(1) |
On December 3, 2015, the share repurchase program was announced, which has been subsequently reviewed and approved by the Board of
Trustees. On March 18, 2021, the Trustees approved the renewal of the share repurchase program allowing the Registrant to repurchase
up to 12% of its outstanding shares in the open market for a one year period ending July 14, 2022. On March 17, 2022, the Trustees
approved the renewal of the share repurchase program allowing the Registrant to repurchase up to 12% of its outstanding shares in the
open market for a one year period ending July 14, 2023. |
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes, to the procedures by which the
shareholders may recommend nominees to the Registrant’s Board of Trustees, where those changes were implemented after the Registrant
last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR229.407)(as required by Item
22(b)(15) of Schedule 14A (17 CFR240.14a-101)), or this Item.