SEC Form POS EX filed by Tekla Healthcare Opportunies Fund Shares of Beneficial Interes
As filed with the Securities and Exchange Commission on September 27, 2023
Securities
Act File No. 333-195076
Investment Company Act File No. 811-22955
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No.
Post-Effective Amendment No. 11
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 16
TEKLA HEALTHCARE OPPORTUNITIES FUND
(Exact Name of Registrant as Specified in Charter)
100 Federal Street, 19th Floor
Boston, MA 02110
(617) 772-8500
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s
Principal Executive Offices)
Daniel
R. Omstead, Ph.D.
100 Federal Street, 19th Floor
Boston, MA 02110
(Name, address including zip code, and telephone
number, including area code, of agent for
service)
With Copies to:
Christopher P. Harvey, Esq.
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement
If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box ¨.
This post-effective amendment will become effective immediately pursuant to Rule 462(d).
EXPLANATORY NOTE
This Post-Effective Amendment No. 11 to the Registration Statement on Form N-2 (File No. 333-195076) of Tekla Healthcare Opportunities Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing an exhibit to the Registration Statement. No changes have been made to Part A, Part B or Part C of the Registration Statement, other than the Items of Part C of the Registration Statement as set forth below. Accordingly, this Post-Effective Amendment No. 11 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 11 does not modify any other part of the Registration Statement. The contents of the Registration Statement are hereby incorporated by reference.
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PART C: OTHER INFORMATION
Item 25. Financial Statements and Exhibits
| 2. | Exhibits: |
| a. | (i) | Amended and Restated Declaration of Trust of the Registrant, dated as of June 11, 2014(2) |
| b. | By-Laws of the Registrant, as amended, filed herewith |
| c. | Not Applicable |
| d. | Not Applicable |
| e. | Form of Dividend Reinvestment and Stock Purchase Plan(2) |
| f. | Not Applicable |
| g. | Form of Investment Advisory Agreement between the Registrant and Tekla Capital Management, LLC(2) |
| h. | (i) | Form of Underwriting Agreement(2) |
| (ii) | Form of Master Selected Dealers Agreement(2) |
| (iii) | Form of Master Agreement Among Underwriters(2) |
| (iv) | Form of Wells Fargo Securities, LLC Structuring Fee Agreement(3) |
| (v) | Form of Morgan Stanley & Co. LLC Structuring Fee Agreement(3) |
| (vi) | Form of UBS Securities LLC Structuring Fee Agreement(3) |
| (vii) | Form of Raymond James & Associates, Inc. Structuring Fee Agreement(3) |
| (viii) | Form of Ameriprise Financial Services, Inc. Structuring Fee Agreement(3) |
| (ix) | Form of RBC Capital Markets, LLC Structuring Fee Agreement(3) |
| (x) | Form of Janney Montgomery Scott LLC Sales Incentive Fee Agreement(3) |
| (xi) | Form of D.A. Davidson & Co. Sales Incentive Fee Agreement(3) |
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| (xii) | Form of Oppenheimer & Co. Inc. Sales Incentive Fee Agreement(3) |
| (xiii) | Form of Pershing LLC Sales Incentive Fee Agreement(3) |
| (xiv) | Form of Wedbush Securities Inc. Sales Incentive Fee Agreement(3) |
| i. | Not Applicable |
| j. | Form of Custodian Agreement between the Registrant and State Street Bank and Trust Company(2) |
| k. | (i) | Form of Administration Agreement between Registrant and State Street Bank and Trust Company(2) |
| (ii) | Form of Transfer Agency and Service Agreement between Registrant and Computershare Inc. and Computershare Trust Company, N.A.(2) |
| (iii) | Form of Investor Support Services Agreement between Registrant and Destra Capital Investments LLC(2) |
| (iv) | Form of Distribution Assistance Agreement between the Investment Adviser and Destra Capital Investments LLC(2) |
| (v) | Support Services Agreement between the Registrant and Destra Capital Investments LLC dated January 1, 2016 (8) |
| (vi) | Assignment of Support Services Agreement with Destra Capital Investments LLC to Destra Capital Advisors LLC dated April 2, 2018(5) |
| l. | Opinion and Consent of Dechert LLP(4) |
| m. | Not Applicable |
| n. | (i) | Consent of Deloitte & Touche LLP, filed on July 28, 2014(4) |
| o. | Not Applicable |
| p. | Form of Subscription Agreement(2) |
| q. | Not Applicable |
| r. | Code of Ethics of Registrant and its Investment Adviser(2) |
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| (1) | Incorporated by reference from the Registration Statement on Form N-2, File no. 333-195076 and 811-22955, as filed with the Securities and Exchange Commission on June 9, 2014. |
| (2) | Incorporated by reference from the Registration Statement on Form N-2, File no. 333-195076 and 811-22955, as filed with the Securities and Exchange Commission on June 26, 2014. |
| (3) | Incorporated by reference from the Registration Statement on Form N-2, File no. 333-195076 and 811-22955, as filed with the Securities and Exchange Commission on July 25, 2014. |
| (4) | Incorporated by reference from the Registration Statement on Form N-2, File no. 333-197683 and 811-22955, as filed with the Securities and Exchange Commission on July 28, 2014. |
| (5) | Incorporated by reference from the Registration Statement on Form N-2, File no. 333-195076 and 811-22955, as filed with the Securities and Exchange Commission on April 18, 2018. |
| (6) | Incorporated by reference from the Registration Statement on Form N-2. File no. 333-195076 and 811-22955, as filed with the Securites and Exchange Commission on March 12, 2019. |
| (7) | Incorporated by reference from the Registration Statement on Form N-2. File no. 333-195076 and 811-22955, as filed with the Securites and Exchange Commission on June 20, 2019. |
| (8) | Incorporated by reference from the Registration Statement on Form N-2. File no. 333-195076 and 811-22955, as filed with the Securities and Exchange Commission on June 19, 2017. |
| (9) | Incorporated by reference from the Registration Statement on Form N-2. File no. 333-195076 and 811-22955, as filed with the Securities and Exchange Commission on September 10, 2020. | |
| (10) | Incorporated by reference from the Registration Statement on Form N-2. File no. 333-195076 and 811-22955, as filed with the Securities and Exchange Commission on July 2, 2021. | |
| (11) | Incorporated by reference from the Registration Statement on Form N-2. File no. 333-195076 and 811-22955, as filed with the Securities and Exchange Commission on December 22, 2021. | |
| (12) | Incorporated by reference from the Registration Statement on Form N-2. File no. 333-195076 and 811-22955, as filed with the Securities and Exchange Commission on July 1, 2022. | |
| (13) | Incorporated by reference from Form N-2 Registration Statement (1933 Act File No. 333-195326; 1940 Act File No. 811-06565), filed July 29, 2022. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 11 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and Commonwealth of Massachusetts on the 27th day of September.
| TEKLA HEALTHCARE OPPORTUNITIES FUND | ||
| By: | /s/ Daniel R. Omstead | |
| President | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Daniel R. Omstead | Trustee and President (Principal Executive Officer) | September 27, 2023 | ||
| Daniel R. Omstead | ||||
| /s/ Laura Woodward | Treasurer (Principal Financial Officer) | September 27, 2023 | ||
| Laura Woodward | ||||
| /s/ Jeffrey A. Bailey*** | Trustee and Chairman of the Board | September 27, 2023 | ||
| Jeffrey A. Bailey | ||||
| /s/ Kathleen L. Goetz**** | Trustee | September 27, 2023 | ||
| Kathleen L. Goetz | ||||
| /s/ Rakesh K. Jain* | Trustee | September 27, 2023 | ||
| Rakesh K. Jain | ||||
| /s/ Thomas M. Kent** | Trustee | September 27, 2023 | ||
| Thomas M. Kent | ||||
| /s/ W. Mark Watson***** | Trustee | September 27, 2023 | ||
| W. Mark Watson |
*By: Daniel R. Omstead, as attorney in-fact of each person so indicated and pursuant to the powers of attorney previously filed on June 9, 2014.
**By: Daniel R. Omstead, as attorney in-fact of each person so indicated and pursuant to the power of attorney previously filed on April 18, 2018.
*** By: Daniel R. Omstead as attorney-in-fact of each person so indicated and pursuant to the power of attorney previously filed on September 10, 2020.
**** By: Daniel R. Omstead as attorney-in-fact of each person so indicated and pursuant to the power of attorney previously filed on December 22, 2021.
*****By: Daniel R. Omstead as attorney-in-fact of each person so indicated and pursuant to the power of attorney previously filed on July 1, 2022.
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EXHIBIT LIST
| (b) | By-Laws of the Registrant, as amended |
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