As filed with the Securities and Exchange Commission on June 19, 2017
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. 1
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 6
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 o.
This post-effective amendment will become effective immediately pursuant to Rule 462(d).
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 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. 1 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. 1 does not modify any other part of the Registration Statement. The contents of the Registration Statement are hereby incorporated by reference.
PART C: OTHER INFORMATION
Item 25. Financial Statements and Exhibits
2. Exhibits:
a. Amended and Restated Declaration of Trust of the Registrant, dated as of June 11, 2014(2)
b. By-Laws of the Registrant(1)
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)
(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, filed herewith
l. Opinion and Consent of Dechert LLP(4)
m. Not Applicable
n. Consent of Deloitte & Touche LLP(4)
o. Not Applicable
p. Form of Subscription Agreement(2)
q. Not Applicable
r. Code of Ethics of Registrant and its Investment Adviser(2)
s. Powers of Attorney(1)
(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.
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. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and Commonwealth of Massachusetts on the 19th day of June, 2017.
| TEKLA HEALTHCARE OPPORTUNITIES FUND | |
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| By: | /s/ Daniel R. Omstead |
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| 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.
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/s/ Daniel R. Omstead |
| Trustee and President (Principal Executive Officer) |
| June 19, 2017 |
Daniel R. Omstead |
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/s/ Laura Woodward |
| Treasurer (Principal Financial Officer) |
| June 19, 2017 |
Laura Woodward |
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/s/ Oleg M. Pohotsky* |
| Trustee and Chairman of the Board |
| June 19, 2017 |
Oleg M. Pohotsky |
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/s/ Michael W. Bonney* |
| Trustee |
| June 19, 2017 |
Michael W. Bonney |
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/s/ Rakesh K. Jain* |
| Trustee |
| June 19, 2017 |
Rakesh K. Jain |
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/s/ William S. Reardon* |
| Trustee |
| June 19, 2017 |
William S. Reardon |
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/s/ Uwe E. Reinhardt* |
| Trustee |
| June 19, 2017 |
Uwe E. Reinhardt |
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/s/ Lucinda H. Stebbins* |
| Trustee |
| June 19, 2017 |
Lucinda H. Stebbins |
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*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.
