As filed with the Securities and Exchange Commission on September 10, 2020
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. 5
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 21
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. 5 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. 5 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. 5 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 13, 2019(9) |
| (xvii) | Notice of Change of Trustee, dated August 27, 2020, filed herewith |
| b. | By-Laws of the Registrant, as amended(7) |
| 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(6) |
| (ii) Powers of Attorney dated April 16, 2014(3); Power of Attorney dated April 9, 2018(7); Power of Attorney dated December 13, 2018(8); Power of Attorney dated August 27, 2020, filed herewith |
| 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. |
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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. 5 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and Commonwealth of Massachusetts on the 10th day of September, 2020.
| 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 10, 2020 | ||
| Daniel R. Omstead | ||||
| /s/ Laura Woodward | Treasurer (Principal Financial Officer) | September 10, 2020 | ||
| Laura Woodward | ||||
| /s/ Oleg M. Pohotsky* | Trustee and Chairman of the Board | September 10, 2020 | ||
| Oleg M. Pohotsky | ||||
| /s/ Rakesh K. Jain* | Trustee | September 10, 2020 | ||
| Rakesh K. Jain | ||||
| /s/ Thomas M. Kent** | Trustee | September 10, 2020 | ||
| Thomas M. Kent | ||||
| /s/ William S. Reardon* | Trustee | September 10, 2020 | ||
| William S. Reardon | ||||
| /s/ Lucinda H. Stebbins* | Trustee | September 10, 2020 | ||
| Lucinda H. Stebbins |
*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.
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EXHIBIT LIST
| (a)(xvii) | Notice of Change of Trustee dated August 27, 2020 | |
| (n) (ii) | Power of Attorney dated August 27, 2020 |
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Exhibit (a)(xvii)
TEKLA LIFE SCIENCES INVESTORS
Amendment to Declaration of Trust
Notice of Change of Trustee
WHEREAS, by Action of Written Consent, the Trustees of Tekla Life Sciences Investors (“The Fund”), the Trustees of the Fund appointed Jeffrey A. Bailey as Trustee to the Fund, effective upon his written acceptance and agreement to be bound by the terms of the Declaration of Trust of the Fund, dated and filed with the Secretary of State of the Commonwealth of Massachusetts on February 20, 1992, as amended;
NOW, THEREFORE, as a result of the foregoing Trustee’s appointment, the seven Trustees of the Tekla Life Sciences Investors are:
| Jeffrey A. Bailey | 100
Federal Street, 19th Floor Boston, MA 02110 |
| Rakesh K. Jain, Ph.D. | 100
Federal Street, 19th Floor Boston, MA 02110 |
| Thomas M. Kent | 100
Federal Street, 19th Floor Boston, MA 02110 |
| Daniel R. Omstead, Ph.D. | 100
Federal Street, 19th Floor Boston, MA 02110 |
| Oleg M. Pohotsky | 100
Federal Street, 19th Floor Boston, MA 02110 |
| William S. Reardon | 100
Federal Street, 19th Floor Boston, MA 02110 |
| Lucinda H. Stebbins | 100
Federal Street, 19th Floor Boston, MA 02110 |
IN WITNESS WHEREOF, this Notice has been subscribed this 27th day of August, 2020, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.
| /s/Laura Woodward | |
| Laura Woodward, Secretary | |
Exhibit (n)(ii)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Jeffrey A. Bailey, whose signature appears below, constitutes and appoints Daniel R. Omstead, Laura Woodward, Christopher Harvey and Kaitlin McGrath each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution among himself or herself and each of the persons appointed herein, for him or her in his or her name, place and stead, in any and all capacities, to sign the Declaration of Trust and any and all registration statements of TEKLA LIFE SCIENCES INVESTORS (the “Fund”), and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
| Dated: August 27, 2020 | |
| /s/Jeffrey A. Bailey | |
| Jeffrey A. Bailey |