Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
18 Julio 2023 - 3:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement Pursuant
to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant x
Filed by a Party other than the Registrant
¨
Check the appropriate
box:
¨ | Preliminary
Proxy Statement |
¨ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive
Proxy Statement |
x | Definitive
Additional Materials |
¨ | Soliciting
Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 |
Tekla
Healthcare Investors, Tekla Life Sciences Investors, Tekla Healthcare Opportunities Fund, Tekla World Healthcare
Fund
(Name of Registrant
as Specified In Its Charter)
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
Payment of Filing
Fee (Check the appropriate box):
¨ | Fee
paid previously with preliminary proxy materials. |
¨ | Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and
0-11 |
Tekla Healthcare Investors (HQH)
Tekla Life Sciences Investors (HQL)
Tekla Healthcare Opportunities Fund (THQ)
Tekla World Healthcare Fund (THW)
We want to make you aware that your clients
that hold shares in the above-mentioned Funds (the “Funds”) as of the record date of June 16, 2023, have received proxy materials
regarding the two Special Meetings of Shareholders, both slated for August 14th, 2023.
The
materials include one joint proxy statement with detailed information about the two separate meetings for these Funds. Materials also
include two proxy cards per account - one for each meeting that shareholders can sign and return in a postage paid envelope.
The materials will also provide instructions on how shareholders can vote by telephone or through the Internet. You can access the materials
by visiting www.OkapiVote.com/TeklaSpecial. Shareholders will be asked to vote on the
following proposals:
Meeting One
1)
To approve a new investment advisory agreement between
each fund and abrdn Inc.
Meeting Two
1)
To elect four new trustees to each fund’s board
***Additional information
regarding these proposals can be found on the next page. ***
Please
note that your clients may receive a telephone solicitation in connection with these Special Meetings from Okapi Partners, the Fund’s
proxy solicitor. However, we are committed to helping you maintain your client relationships while we carry out
our solicitation process. To that end, we are asking for your support and assistance in answering any questions you may receive
from your clients on this matter.
| · | Please ask your clients
to vote as soon as possible. Instructions on how they can vote, over the phone, by internet or by mail will be detailed on the
proxy card they receive. |
| · | If
you have discretion to vote on behalf of your clients, we can take direction via
email from you and get your client’s shares voted quickly and easily, provided they
are listed in Okapi’s database. All we would need is an email sent to Tekla@okapipartners.com
stating “I am authorized to vote on the listed accounts”, and how
you would like those shares voted. For example, “Vote with the Board’s Recommendation
for all proposals”. We would just need a spreadsheet with clients’ names and
addresses. |
| · | If
you do not have discretion to vote on behalf of your clients, we can also take the
same voting directions via email directly from your client (also provided they are listed
in Okapi’s database). Please have them e-mail Tekla@okapipartners.com,
confirming their name, address and the direction of their vote. |
| · | If your clients are
not in the Okapi database, they can vote via phone, internet, or mail if they have their proxy card. If they do not have their
proxy card, Okapi will work with the shareholder to ensure they can vote their shares. |
| · | If you or your clients
have any questions, please call this toll-free number for more information: 1-877-285-5990.
Agents are available to answer questions or to record voting instructions Monday through Friday from 9:00 a.m. to 9:00 p.m. Eastern Time.
The voting process is quick and easy and will require only a couple minutes of their time. |
Additional Information
Regarding the Proposals:
MEETING
#1 - To approve a new investment advisory agreement between each fund and abrdn Inc.
| · | Tekla currently serves as
the investment adviser to the Funds. On June 20, 2023, Tekla entered into a purchase agreement with abrdn Inc. pursuant to which Tekla
has agreed to sell certain assets to abrdn Inc. relating to Tekla's advisory business for the Funds. |
| · | These Advisory Agreements will offer the opportunity to be part of a large and broad closed-end fund
platform from a global and independent organization with a focus on continuing and expanding its asset management business in general
and its U.S. registered closed-end fund business in particular. |
| · | abrdn Inc. will replace Tekla
as the Funds’ investment adviser, although it will do so employing the current Tekla investment team as abrdn Inc. employees. The
Funds’ current investment team will continue to manage the Funds after completion of the Asset Transfer. |
| · | The Funds’ investment
objectives and fundamental and non-fundamental policies will not change as a result of the New Advisory Agreements. |
| · | The
terms of the New Advisory Agreements are materially identical to the terms of the current investment advisory agreements between Tekla
and the Funds (the “Tekla Advisory Agreements”), and the New Advisory Agreements will have the same advisory fee structures
as are currently in effect, which will result in identical advisory fee rates. As a result, the advisory fees that shareholders pay
will not increase as a result of the Asset Transfer. |
| · | The Funds’ Operating
Expenses (as defined below) are expected to decrease following the Asset Transfer. In addition, at a minimum, abrdn Inc. has contractually
agreed to limit, for a period of two years following completion of the Asset Transfer, the Operating Expenses of each Fund to an amount
that is at least 0.02% less than the Operating Expenses of the Fund, as reported as a percentage of average net assets in the Fund’s
annual report for the fiscal year ended September 30, 2022. |
Fund |
2022 Operating Expenses as a % of Net Assets |
Operating Expense Limit |
HQH |
1.19% |
1.17% |
HQL |
1.38% |
1.36% |
THQ |
1.46% |
1.44% |
THW |
1.53% |
1.51% |
MEETING
#2 - To elect four new trustees to each Fund’s Board
| · | The New Trustee nominees
are Rose DiMartino, C. William Maher, Todd Reit and Stephen Bird. Each of the New Trustees nominated already serves on boards of funds
for which abrdn Inc. or its affiliates provide advisory services, and as such, these nominees have developed a certain level of familiarity
with the investment philosophy, capabilities, personnel and ethics of abrdn Inc. and its affiliates. Each of the New Trustees, except
Stephen Bird, would serve as an Independent Trustee of the Funds. |
| · | The current Boards also noted
that it is expected that two of the existing Trustees, Jeffrey A. Bailey and Kathleen L. Goetz, would continue to serve as Trustees of
the Funds after the completion of the Asset Transfer. The current Boards believe that having a mix of existing and new trustees who are
familiar with Tekla’s and abrdn Inc.’s respective investment philosophies and operations is important and will result in a
more efficient transition. |
| · | The current Boards believe
that each New Trustee’s experience, qualifications, attributes and skills on an individual basis and in combination with those of
other continuing and New Trustees lead to the conclusion that each New Trustee should serve in such capacity. |
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