As filed with the Securities and Exchange Commission on September 27, 2023
Securities
Act File No. 333-195326
Investment Company Act File No. 811-06565
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. 27
TEKLA LIFE SCIENCES INVESTORS
(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. 333-195326) of Tekla Life Sciences Investors (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 February 20, 1992(1) |
| (ii) | Amendment relating to requirements for Conversion dated March 26, 1992(1) |
| (iii) | Notice of Change of Trustee, dated August 11, 1995(1) |
| (iv) | Acceptance of Trustee Appointment, dated March 30, 2000(1) |
| (v) | Notice of Change of Trustee, dated April 14, 2003(1) |
| (vi) | Acceptance of Trustee appointment, dated June 2, 2003(1) |
| (vii) | Notice of Change of Trustee, dated August 9, 2006(3) |
| (viii) | Notice of Change of Trustee, dated July 2, 2007(3) |
| (ix) | Notice of Change of Trustee, dated June 8, 2010(3) |
| (x) | Amendment relating to Repurchase of Shares, dated May 3, 2011(2) |
| (xi) | Notice of Change of Trustee, dated June 29, 2011(3) |
| (xii) | Notice of Change of Trustee, dated December 14, 2011(3) |
| (xiii) | Notice of Change of Trustee, dated May 2, 2012(3) |
| (xiv) | Notice of Change of Trustee, dated December 20, 2017(7) |
| (xv) | Notice of Change of Trustee, dated December 13, 2018(8) |
| (xvi) | Notice of Change of Trustee, dated June 20, 2019(9) |
| b. | By-Laws of the Registrant, as amended, filed herewith |
| c. | Not applicable |
| d. | (i) | Specimen certificate for Shares of Beneficial Interest(1) |
| (ii) | Form of Exercise Form(6) |
| e. | Dividend Reinvestment and Cash Purchase plan(1) |
| f. | Not applicable |
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| g. | Investment Advisory Agreement, dated as of July 1, 2009, between the Registrant and Tekla Capital Management LLC (formerly known as Hambrecht & Quist Capital Management, LLC)(3) |
| h. | Not applicable |
| i. | Not applicable |
| j. | Custodian Agreement, dated September 30, 2004, between the Registrant and State Street Bank and Trust Company(1) |
| k. | (i) Administration Agreement between Registrant and State Street Bank and Trust Company, dated as of July 1, 2005(1) |
| (iii) Information Agent Agreement between the Registrant and AST Fund Solutions, LLC, dated April 21, 2014(5) |
| (iv) Subscription Agent Agreement between the Registrant and Boston Financial Data Services, Inc., dated April 30, 2014(10) |
| (v) Support Services Agreement between the Registrant and Destra Capital Investments LLC dated January 1, 2016 (6) |
| (vi) Assignment of the Support Services Agreement with Destra Capital Investments LLC to Destra Capital Advisors LLC dated April 2, 2018(7) |
| l. | Opinion and Consent of Dechert LLP(5) |
| m. | Not applicable |
| n. | (i) Consent of Deloitte & Touche LLP, filed on May 28, 2014(6) |
| o. | Not applicable |
| p. | Not applicable |
| q. | Not applicable |
| r. | Code of Ethics of Registrant(3) |
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| (1) | Incorporated by reference from Form N-2 Registration Statement (1933 File No. 333-133245; 1940 Act File No. 811-06565), filed on April 12, 2006. |
| (2) | Incorporated by reference from Form N-2/A Registration Statement (1940 Act File No. 811-06565), filed on July 5, 2011. |
| (3) | Incorporated by reference from Form N-2 Registration Statement (1933 Act File No. 333-195326; 1940 Act File No. 811-06565), filed on April 16, 2014. |
| (4) | Incorporated by reference from Form N-2/A Registration Statement (1940 Act File No. 811-06565), filed on December 28, 2012. |
| (5) | Incorporated by reference from Form N-2 Registration Statement (1933 Act File No. 333-195326; 1940 Act File No. 811-06565), filed on May 23, 2014. |
| (6) | Incorporated by reference from Form N-2 Registration Statement (1933 Act File No. 333-195326; 1940 Act File No. 811-06565), filed on May 28, 2014. |
| (7) | Incorporated by reference from Form N-2 Registration Statement (1933 Act File No. 333-195326; 1940 Act File No. 811-06565), filed on April 18, 2018. |
| (8) | Incorporated by reference from Form N-2 Registration Statement (1933 Act File No. 333-195326; 1940 Act File No. 811-06565), filed on March 12, 2019. |
| (9) | Incorporated by reference from Form N-2 Registration Statement (1933 Act File No. 333-195326; 1940 Act File No. 811-06565), filed June 20, 2019. |
| (10) | Incorporated by reference from Form N-2 Registration Statement (1933 Act File No. 333-195326; 1940 Act File No. 811-06565), filed June 19, 2017. |
| (11) | Incorporated by reference from Form N-2 Registration Statement (1933 Act File No. 333-195326; 1940 Act File No. 811-06565), filed September 10, 2020. | |
| (12) | Incorporated by reference from Form N-2 Registration Statement (1933 Act File No. 333-195326; 1940 Act File No. 811-06565), filed July 2, 2021. | |
| (13) | Incorporated by reference from Form N-2 Registration Statement (1933 Act File No. 333-195326; 1940 Act File No. 811-06565), filed December 22, 2021. | |
| (14) | Incorporated by reference from Form N-2 Registration Statement (1933 Act File No. 333-195326; 1940 Act File No. 811-06565), filed July 1, 2022. | |
| (15) | 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, 2023.
| TEKLA LIFE SCIENCES INVESTORS | ||
| 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 power of attorney previously filed on April 16, 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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