TEKLA HEALTHCARE INVESTORS
TEKLA LIFE SCIENCES INVESTORS
TEKLA HEALTHCARE OPPORTUNITIES FUND
TEKLA WORLD HEALTHCARE FUND
100 Federal Street, 19th Floor
Boston, Massachusetts 02110
(617) 772-8500

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of
TEKLA HEALTHCARE INVESTORS, TEKLA LIFE SCIENCES INVESTORS, TEKLA HEALTHCARE OPPORTUNITIES FUND AND TEKLA WORLD HEALTHCARE FUND:INVESTORS:

An Annual Meeting of Shareholders of Tekla Healthcare Investors ("HQH"), Tekla Life Sciences Investors ("HQL"), Tekla Healthcare Opportunities Fund ("THQ") and Tekla World Healthcare Fund ("THW") (each a(the "Fund", together the "Funds") will be held on Tuesday,Thursday, June 14, 20168, 2023 at 10:008:30 a.m. at 100 Federal Street, 19th Floor, Boston, Massachusetts 02110, for the following purposes:

(1)  The election of Trustees of eachthe Fund;

(2)  The ratification or rejection of the selection of Deloitte & Touche LLP as the independent registered public accountants of eachthe Fund for the fiscal year ending September 30, 2016;2023;

(3)  Take action on a shareholder proposal requesting that the Fund take the steps necessary to reorganize the Board of Trustees into one class with each Trustee subject to election each year, if properly presented at the meeting; and

(3)  Change the subclassification of HQH from "diversified" to "non-diversified" and eliminate the related fundamental investment restriction.

(4)  Change the subclassification of HQL from "diversified" to "non-diversified" and eliminate the related fundamental investment restriction.

(5)  (A)  Amend HQH's and HQL's fundamental investment restriction regarding issuing senior securities.

(B)  Remove HQH's and HQL's fundamental investment restriction regarding investments in other investment companies.

(C)  Remove HQH's fundamental investment restriction regarding short sales and purchasing securities on margin.

(6)  The transaction of such other business as may properly come before the Annual Meeting and any adjournment(s) or postponement(s) thereof.

If you have any questions about the proposals to be voted on, please call our solicitor, AST Fund Solutions, LLC,Okapi Partners, at (866)388-7535.(877)279-2311.

The Board of Trustees of eachthe Fund recommends that shareholders vote FOR the election of all nominees for election as Trustees, FOR the selection of Deloitte & Touche LLP as the independent registered public accountants of eachthe Fund FORand AGAINST the change to HQH from diversified to non-diversified, FOR change to HQL from diversified to non-diversified and FOR each change to the fundamental investment restrictions.shareholder proposal.

TEKLA HEALTHCARE INVESTORS
TEKLA LIFE SCIENCES INVESTORS
TEKLA HEALTHCARE OPPORTUNITIES FUND
TEKLA WORLD HEALTHCARE FUND

JOINT PROXY STATEMENT

This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (each a "Board," together the "Boards"(the "Board") of Tekla Healthcare Investors ("HQH"), Tekla Life Sciences Investors ("HQL"), Tekla Healthcare Opportunities Fund ("THQ") and Tekla World Healthcare Fund ("THW") (each a (the "Fund", together the "Funds") of proxies to be voted at the Joint Annual Meeting of Shareholders of the FundsFund to be held on June 14, 20168, 2023 (the "Annual Meeting"), and any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Joint Annual Meeting, dated April 20, 2016.17, 2023. This Joint Proxy Statement, the Notice of Joint Annual Meeting and the Proxy Card(s) are first being mailed to shareholders on or about April 20, 2016.17, 2023.

Proposal 1 relates to the election of Trustees of the Fund, Proposal 2 relates to the ratification of the independent registered public accountants of the Fund and Proposal 3 relates to a shareholder proposal to be acted on, if properly presented at the meeting.

The Board of Trustees of eachthe Fund recommends that shareholders vote FOR the election of all nominees for election as Trustees, FOR the selection of Deloitte & Touche LLP as the independent registered public accountants of eachthe Fund FORand AGAINST the change to HQH from diversified to non-diversified, FOR the change to HQL from diversified to non-diversified and FOR each change to the fundamental investment restrictions.shareholder proposal.

EachThe Fund will furnish, without charge, a copy of its Annual Report, or the most recent Semi-Annual Report succeeding the Annual Report, if any, to a shareholder upon request. Requests may be sent to the Fund at 100 Federal Street, 19th Floor, Boston, MA 02110 or be made by calling (617) 772-8500.

Each of the following persons is presently serving as a Trustee and has consented to so serve in the class and for the term specified below.

William S. Reardon, CPA

held positions of increasing responsibility, leading marketing, sales and reimbursement teams through various stages of commercialization from pre-launch planning through to loss of exclusivity across diverse therapeutic areas. Other key roles during her time at Novartis also include National Executive Director of Strategic Accounts, Integrated Market Planning and Marketing Director, providing her with valuable experience leading organizational transformation, resourcing, forecasting, and analytics. She continues to act as a mentor to future leaders and as a champion for diversity through her past work as an Executive Leadership Development mentor and a former Novartis Pharmaceuticals Women in Leadership Chair. Ms. Goetz has won numerous healthcare and business leadership awards and recognition throughout her career, including being recognized with the Healthcare Women's Business Association Rising Star Award. She serves on the Audit Committee and Valuation Committee of the Fund. Ms. Goetz holds a Business Finance degree from Iowa State University.

Rakesh K. Jain, Ph.D.: Dr. Rakesh Jain is the Andrew WerkA. W. Cook Professor of Tumor Biology in the Department of Radiation Oncology (Tumor Biology) at Harvard Medical School and the Director of the EdwinE. L. Steele LaboratoryLaboratories of Tumor Biology at Massachusetts General Hospital, providing eachthe Fund with a valuable perspective on emerging life sciences technologies. Dr. Jain co-founded XTuit Pharmaceuticals, Inc. in 2012, where he also servesserved as a board member.member until 2018. He serves onas the Chairman of the Governance and Nominating Committee of eachthe Fund. Prior to joining Harvard, he was professor of chemical engineering at Columbia University and Carnegie Mellon University. Dr. Jain is regarded as a pioneer in the fields of tumor biology, drug delivery, in vivo imaging and bioengineering. Dr. Jain has authored more than 600750 publications. He serves on advisory panels to government, industry and academia, and has served or continues to serve on editorial advisory boards of twenty journals, including Journal of Clinical Oncology and Nature Reviews Clinical Oncology. He has received more than 7090 major awards and lectureships, including the United States National Medal of Science, a Guggenheim Fellowship, the Humboldt Senior Scientist Award, the National Cancer Institute's Research Career Development Award and Outstanding Investigator Grant, the Academic Scientist of the Year Award from the Pharmaceutical Achievements Awards, the Distinguished Service Award from Nature Biotechnology and the Innovator Award from the DoD Breast Cancer Program. He is a member of all three branches of USU.S. National Academies – the Institute of Medicine, the National Academy of Engineering and the National Academy of Sciences and is a member of both the National Academy of Investors and the American Academy of Arts and Sciences. In May 2016, Dr. Jain received the National Medal of Science from President Obama at the White House.

Thomas M. Kent, CPA: Mr. Kent was a Partner at PricewaterhouseCoopers LLP, where he served the Investment Management Industry for over 30 years, 24 years as a Partner. In so doing, he worked with and for more than 20 different and distinct Investment Company Boards, and along side several of those Boards' service providers, including Advisors, Custodians, Accounting Agents, Transfer Agents, Security Pricing Providers, Tax advisors and others. His clients included both large and small fund groups, with both open-end and closed-end fund structures. Therefore, he provides the Fund with deep expertise in audit, valuation, operational and governance matters. He serves on the Governance and Nominating Committee and as Chairman of the Audit Committee of the Fund. Mr. Kent also serves as a Director of Principal Global Investors Trust Co., and a Director of the New England Canada Business Council. Mr. Kent is a member of the American Institute of CPA's and the Massachusetts Society of CPA's where he serves on the Registered Investment Company Committee. He received his AB cum laude from Harvard College, where he majored in Economics and his MS in Accountancy from the Stern School of Business at New York University.

Daniel R. Omstead, Ph.D.: Dr. Omstead is President and Chief Executive Officer of Tekla Capital Management LLC (the "Adviser"), a registered investment adviser that serves as investment adviser to HQH, HQL, THQ and THW.the Fund. Dr. Omstead is also President of HQH, HQL, THQ and THWthe Fund and serves on theirits Valuation Committee. Dr. Omstead is portfolio manager for the public and restricted/venture portfolios within HQH, HQL, THQ and THW. As part of these responsibilities, Dr. Omstead is a member of the Board of Directors of several portfolio companies including Dynex Corporation, EBI Life Sciences, Inc., Euthymics Biosciences, Inc., GenomDx Biosciences Inc., IlluminOss Medical, Inc., Insightra Medical, Inc., Neurovance, Inc. and Veniti, Inc. Dr. Omstead is also an observer of the Board of Directors of AlterG, Inc.Fund. Prior to joining the Adviser, Dr. Omstead was President and CEO of Reprogenesis, Inc., a private development stage biotech company which developed therapies in the field of tissue engineering and regenerative medicine. Before joining Reprogenesis, Dr. Omstead was Senior Vice President, Research and Development, at Cytotherapeutics, Inc, a public biotech company. Prior to entering the biotech industry, Dr. Omstead was employed for fourteen years in positions of increasing responsibility within the pharmaceutical industry at Ortho Pharmaceutical Corporation and at the R.W. Johnson Pharmaceutical Research Institute, both divisions of Johnson & Johnson, and at Merck, Sharp and Dohme Research Laboratories, a division of Merck & Co., Inc. Dr. Omstead provides eachthe Fund with insights into both pharmaceutical and biotech companies. Dr. Omstead holds Ph.D. and Master's Degrees in Chemical Engineering and Applied Chemistry from Columbia University and a B.S. degree in Civil Engineering from Lehigh University. He is an emeritus member of the Board of Directors of a non-profit agency that provides emergency shelter, housing and supportive services to homeless and low-income individuals and families in the Boston area. Dr. Omstead iswas also an Overseera member of the Board of Trustees at the Joslin Diabetes Center.

Oleg M. Pohotsky: Mr. Pohotsky is a corporate finance and investment professional with over forty years of diversified experience gained both in industry and in financial markets. Mr. Pohotsky serves as Chairman of the Board of Trustees of each Fund and also serves as Chairman of each Fund's Valuation Committee and serves on each Fund's Audit Committee. He has over 45 years of cumulative board experience in the full range of organization types: publicly-traded, privately-held, venture-backed and non-profit. He has also served as a director of a healthcare services company listed on the

Trustees – Leadership Structure and Oversight Responsibilities

Overall responsibility for general oversight of eachthe Fund rests with the Board. The Board of eachthe Fund is comprised of sevensix individuals, sixfive of whom are not "interested persons" of the Fund as defined in the 1940 Act ("Independent Trustees"). The Chairman of the Board is an Independent Trustee. The Chairman presides at meetings of the Trustees, participates in the preparation of the agenda for meetings of the Board, and acts as a liaison between the Independent Trustees and the Fund's management between Board meetings. Except for any duties specified herein, the designation as Chairman does not impose any obligations or standards greater than or different from other Trustees.

www.teklacap.com/hqh-reports.html.funds/hql/fund/literature. The principal purpose of eachthe Fund's Audit Committee is to assist the Board in fulfilling its responsibility to oversee management's conduct of the Fund's financial reporting process, including reviewing the financial reports and other financial information provided by the Fund, the Fund's systems of internal accounting and financial controls and the annual independent audit process.

EachThe Audit Committee's role is one of oversight, and it is recognized that eachthe Fund's management is responsible for preparing eachthe Fund's financial statements and that eachthe Fund's independent registered public accountant is responsible for auditing those financial statements. Although eachthe Audit Committee

(i) satisfy any minimum qualifications of the Fund for its trustees; (ii) are not "interested persons" (as that term is defined in Section 2(a)(19) of the 1940 Act) of the Fund or the Adviser; and (iii) are "independent" as defined in the NYSE Listing Standards. In order to be evaluated by the Committee, trustee candidates recommended by shareholders must also meet certain eligibility requirements as

Fund, becomes aware of Evidence of a Material Violation by the issuer or by any officer, trustee, employee or agent of the issuer, the Standards provide for the attorney to report such evidence to the issuer's QLCC forthwith. In discharging its role, the QLCC is granted the power to investigate any Evidence of a Material Violation brought to its attention with full access to all books, records, facilities and personnel of the Fund and the power to retain outside counsel, auditors or other experts for this purpose.

The members of eachthe Fund's QLCC are Dr. Jain Mr. Pohotsky and Mr. Reardon.Kent. Mr. ReardonKent is the Chairman of eachthe Fund's QLCC. EachThe Fund's QLCC had no cause to meet during the fiscal year ended September 30, 2015.2022.

Attendance. During the fiscal year ended September 30, 2015, HQH's and HQL's Boards each held six meetings, THQ's2022, the Fund's Board of Trustees held five meetings and THW's Board of Trustees held three meetings; HQH, HQL and THQ's Audit Committees each held four meetings and THW'sthe Fund's Audit Committee held twofour meetings; HQH and HQL'sthe Fund's Governance and Nominating Committees eachCommittee held two meetingsfive meetings; and THQ and THW's Governance and Nominating Committees each held one meeting; HQH, HQL and THQ's Valuation Committees each held four meetings and THW'sthe Fund's Valuation Committee held one meeting.four meetings.

Each of the incumbent Trustees attended 100% of the aggregate number of meetings of the Boards of the Fund during the period for which they served as a Trustee. Each of the incumbent Trustees attended at least 100% of the aggregate number of meetings of the Boards of HQH, HQL and THQ and each of the Trustees attended at least 80% of the aggregate number of meetings of the Board of THW and the Committees of the Board of eachthe Fund on which such Trustee served during the fiscal year-ended September 30, 2015.period that they have served.

Compensation of Trustees and Officers

For the fiscal year ended September 30, 2015, each2022, the Fund paid an annual fee of $15,000$17,500 (the annual fee was $16,250 from January 1, 2021 through December 31, 2021) to its Independent Trustees and the Chairman of the Board receives an additional annual fee of $5,000. Additionally, eachthe Fund paid each Independent Trustee $1,000 for each Board and $750 for each Committee meeting attended in person and(from January 1, 2021 through December 31, 2021 the Fund paid $250 for each Board and Committee meeting attended by telephone.telephone). The Chairman of the Board, the Chairman of the Audit Committee, and the Chairman of the Valuation Committee and the Governance and Nominating Committee of eachthe Fund each received an additional annual fee of $2,500. The Chairman of the Governance and Nominating Committee of each Fund each received an additional annual fee of $1,250.$2,000. Independent Trustees are also reimbursed for travel expenses incurred in connection with attending such meetings. For the fiscal year ended September 30, 2015,2022, the Independent Trustees as a group received $2,082 from HQH, $897$898 from HQL $428 from THQ and $136 from THW for reimbursed expenses. No Fund directly paid any additional compensation to the Trustees for the fiscal year ended September 30, 2015.

EachThe Fund has entered into a Services Agreement (the "Agreement") with the Adviser. Pursuant to the terms of the Agreement, eachthe Fund reimburses the Adviser for a portion of the payment of salary and provision of benefits to eachthe Fund's Chief Compliance Officer. During the fiscal year ended September 30, 2015 these payments amounted to $95,789 for HQH, $39,935 for HQL, $79,201 for THQ and $7,137 for THW. Trustees and officers of eachthe Fund who hold positions with the Adviser receive indirect compensation from the investment advisory fee paid to the Adviser by eachthe Fund.

The following table sets forth information regarding compensation of the Trustees and Executive Officer by eachthe Fund for the fiscal year ended September 30, 2015,2022, but does not include reimbursed expenses as described above.

Compensation Table

Compensation Table*

  *  The table includes compensation paid by HQH, HQLKathleen L. Goetz was appointed as a Trustee effective December 9, 2021. W. Mark Watson was appointed as a Trustee effective June 9, 2022. Mr. Reardon is not standing for election at the Annual Meeting and THQ for the fiscal year ended September 30, 2015. As THW has not completed a full year of operation, information provided for THW estimates payments to be made for the fiscal year ending September 30, 2016.retired as Trustee effective June 9, 2022.

  **  Mr. Pohotsky served as an Independent Trustee until he passed away on July 13, 2022.

Executive Officers

Set forth below is information for at least the last five years with respect to the executive officers of eachthe Fund who do not also serve as Trustees. Each officer has been elected by the Board of eachthe Fund and serves at the pleasure of the Board.

Laura Woodward, CPA (47)(54), 100 Federal Street, 19th Floor, Boston MA 02110: Chief Compliance Officer of HQH, and HQL and Tekla Capital Management LLC (since 2009), of THQ (since 2014) and of THW (since 2015); Secretary and Treasurer, HQH and HQL (since 2009), of THQ (since 2014) and of THW (since 2015); Senior Manager, PricewaterhouseCoopers LLP (prior to 2009).

Required Vote

EachThe Fund's Declaration of Trust states that the Trustees shall be elected by a plurality of eachthe Fund's shares voting at the Annual Meeting. The Trustees recommend a vote FOR all nominees. Plurality voting means the nominee for each seat receiving the greatest number of votes will be elected.

INFORMATION PERTAINING TO THE ADVISER

The Adviser is a limited liability company organized under the laws of Delaware. Under eachthe Fund's Investment Advisory Agreement, the Adviser is responsible for the management of the Fund's assets, subject to the supervision of the Board. The Adviser manages the investments of eachthe Fund in accordance with its investment objective and policies. The Adviser is also obligated to supervise and perform certain administrative and management services and is obligated to provide the office space, facilities, equipment and personnel necessary to perform its duties. Except for a portion of the salary of each Funds'the Fund's Chief Compliance Officer, the salaries of all officers of eachthe Fund and all personnel of eachthe Fund or of the Adviser performing services relating to research, statistical or investment activities, and of all Trustees who are "interested persons" of the Fund or of the Adviser (as defined in the 1940 Act), are paid by the Adviser. The Adviser is located at 100 Federal Street, 19th Floor, Boston, MA 02110.

management and Deloitte & Touche LLP, the Fund's Audit Committee recommended to the Board that the Fund's audited financial statements for the Fund's fiscal year ended September 30, 2015,2022, be included in the Fund's Annual Report filed with the SEC.

SUBMITTED BY THE AUDIT COMMITTEE OF EACHTHE FUND

OlegThomas M. PohotskyKent, CPA
William S. ReardonKathleen L. Goetz
Uwe E. Reinhardt
Lucinda StebbinsW. Mark Watson

Proposal 2
RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS

EachThe Fund's Audit Committee has approved the appointment of Deloitte & Touche LLP as the independent registered public accountants for the fiscal year ending September 30, 2016,2023, and a majority of the Board of eachthe Fund, including a majority of the Independent Trustees, subsequently ratifiedunanimously approved the appointment.

Accounting servicesServices to be performed by Deloitte & Touche LLP for eachthe Fund will consist of the examination of the annual financial statements of the Fund, consultation on financial, accounting and reporting matters, review and consultation regarding various filings with the SEC and attendance at some meetings of the Board. Deloitte & Touche LLP also will perform non-audit services consisting of review of income tax returns of eachthe Fund.

A representative of Deloitte & Touche LLP is expected to participate in the Joint Annual Meeting and to be available for questioning and have an opportunity to make a statement.

The following tables set forth the aggregate fees billed for professional services rendered by Deloitte & Touche LLP to eachthe Fund during eachthe Fund's two most recent fiscal years:

provided by the Auditor to the Fund's or the Fund's Service Affiliates without jeopardizing the Auditor's independence. These services are deemed prohibited services and include certain management functions; human resources services; broker-dealer, investment adviser or investment banking services; legal services; and expert services unrelated to the audit. Other services are conditionally prohibited and may be provided, if the Audit Committee reasonably concludes that the results of the services will not be subject to audit procedures during an audit of the Fund's financial statements. These types of services include bookkeeping; financial information systems design and implementation; appraisal or valuation services; actuarial services; and internal audit outsourcing services.

The Pre-Approval Policies and Procedures of eachthe Fund's Audit Committee require Audit Committee approval of the engagement of the Auditor for each fiscal year and approval of the engagement by at least a majority of the Fund's Independent Trustees. In determining whether to engage the Auditor for its audit services, eachthe Fund's Audit Committee will consider the Auditor's proposed fees for the engagement, in light of the scope and nature of the audit services that the Fund will receive. The Pre-Approval Policies and Procedures also permit eachthe Fund's Audit Committee to pre-approve the provisions of types or categories of permissible non-audit services for the Fund and its Service Affiliates on an annual basis at the time of the Auditor's engagement and on a project-by-project basis. At the time of the annual engagement of eachthe Fund's Auditor, eachthe Audit Committee is to receive a list of the categories of expected non-audit services with a description and an estimated budget of fees. In their pre-approval, eachthe Audit Committee should determine that the provision of the service is consistent with, and will not impair, the ongoing independence of the Auditor and set any limits on fees or other conditions they find appropriate. Non-audit services may also be approved on a project-by-project basis by eachthe Audit Committee consistent with the same standards for determination and information.

address and number of shares owned by the Proponent will be furnished by HQL upon request. If properly presented at the Annual Meeting, Proposal 3 will be submitted for a vote.

As required by the rules of the SEC, the text of the Proponent's resolution and supporting statement (for which HQL accepts no responsibility), are included in the black bordered box below under "Proponent's Proposal" exactly as submitted by the Proponent.

THE BOARD OPPOSES PROPOSAL 3 AND RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST IT.

The followingBoard's statement in opposition to Proposal 3 follows under "Response of the Independent Trustees." This statement sets forth both the currentBoard's rationale for recommending that shareholders vote AGAINST Proposal 3.

•  Your Fund is not an operating company. Practices that might be perceived by some as better governance practices for an operating company, as cited by the Proponent, are not better practices for an investment company like the Fund. Unlike operating companies, a classified board structure is widely used by closed-end registered management investment companies. At year-end 2019, 88% of Investment Company Institute survey participants' listed closed-end funds had classified boards representing 94% of their total assets. By contrast, only 11% of S&P 500 companies used a classified board structure in 2019. There is a reason for this: Classified closed-end fund board structures provide an appropriate balance of (i) board and proposed fundamental restriction on diversification, as wellinvestment strategy stability and (ii) shareholder accountability, protecting such funds from disruptive effects of actions of closed-end fund arbitrageurs who seek a short-term profit against the interests of long-term shareholders who have selected a fund for its disclosed investment strategy.

•  This is the eighth time in the last twelve years that the Proponent has submitted a proposal asking the Board to consider taking actions to declassify its structure, which, as the diversification restriction underProponent is aware, obligates the Code. RegardlessFund to satisfy numerous procedural and/or substantive requirements contained in the SEC proxy rules. In each prior instance, shareholders appropriately rejected the proposal and shareholder support has generally trended downward. These repeated, redundant unsuccessful proposals ignore the voice of whether shareholders approve the change in diversification classificationand are needless expenditures of time and money for Fund personnel and the eliminationFund's other shareholders, respectively. The Proponent is insensitive to both of the fundamental restriction, HQH will remain subject to the more liberal diversification restriction under the Code.

The Adviser believes that the requirements under the 1940 Act for diversified funds may, at times, hinder HQH's ability to invest in attractive securities that are suitable for it, particularly given its investment focus on healthcare companies and in venture companies in this sector. Additionally, the increased flexibility would enable the Adviser to invest HQH's assets more effectively. The Adviser believes the flexibility to acquire more than 10% of the voting securities of any one issuer would be particularly useful in connection with HQH's venture investments, which are typically small companies. The Adviser believes the 10% limit can constrain such venture investments. Additionally, the Adviser believes that its ability to manage HQH's portfolio in a changing regulatory and investment environment will be enhanced by this change.

As a general matter, the Board believes that changing HQH from a diversified fund to a non-diversified fund may give the Adviser more flexibility in implementing HQH's investment strategy. If approved, HQH's investment strategy is not expected to change as a result of the change from a diversified fund to a non-diversified fund.

It should also be noted that many industry and sector focused funds, such as HQH, operate as non-diversified funds in order to utilize the same flexibility the proposed changes would afford HQH.

Risks. Shareholder approval of the proposal would enable HQH to operate as a non-diversified fund, which means that it would not be limited by the 1940 Act in the proportionFund and spends almost none of its assets that may be investedhis own time or money in the obligationsmaking this proposal year after year. The Proponent has never appeared, in-person, virtually or by phone, at an annual meeting of shareholders to present his own proposal, and when participating at all, he has done so by sending a single issuer or the percentage of an issuer's voting securities it may acquire. Assurrogate in his place. In 2019, he chose not to even send a result, HQH may hold a smaller number of issuers than if it were diversified. Investing in a non-diversified fund could involve more risk than investing in a fund that holds a broader range of securities because HQH's net asset value may be more vulnerable to changes in the market value of a single issuer or group of issuers and may be relatively more susceptible to adverse effects from any single corporate, industry, economic, market, political or regulatory occurrence.surrogate.

TheYour Board believes that this increased investment flexibility may provide opportunities to enhance HQH's performance, although investing a larger percentage of HQH's assets in any one issuer or a greater percentage of the voting securities of any one issuer could increase HQH's risk of loss and its share price volatilityTrustees OPPOSES Proposal 3 because the value of its shares would be more susceptible to adverse events affecting that issuer. If HQH takes a larger position in an issuer that subsequently has an adverse return, HQH may have a greater loss than it would have had if it had more diversified investments. The Adviser may use this increased investment flexibility for HQH to take larger positions in the securities of a single issuer or a greater percentage of the voting securities of any one issuer when it believes the investment opportunity may justify the risks involved.

Required VoteProponent's Proposal:

Changing HQH fromProposal 3 – Elect Each Trustee Annually

RESOLVED, shareholders ask that our Company take all the steps necessary to reorganize the Board of Trustees into one class with each trustee subject to election each year for a diversified fundone-year term.

Although our management can adopt this proposal topic in one-year and implementation in one-year is a best practice, this proposal allows the option to a non-diversified fund requires approvalphase it in.

Classified Boards like the HQL Board have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to "What Matters in Corporate Governance" by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the holdersHarvard Law School.

Annual election of a majorityeach trustee gives shareholders more leverage if management performs poorly. For instance if management approves executive pay that is excessive or is poorly incentivized shareholders can soon vote against the Chair of HQH's outstanding voting securities. A "majoritythe management pay committee instead of HQH's outstanding voting securities" for this purpose andwaiting 3-years under the 1940 Act meanscurrent setup.

Annual election of each trustee gives shareholders more leverage when the lesser of (1) 67% or more of HQH's shares present at a meeting if more than 50%Tekla Life Sciences stock performs poorly. For instance the fall of the outstanding shares of HQH are present and represented by proxy, or (2) more than 50% of the outstanding shares of HQH (a "1940 Act Majority"). The Trustees recommend a vote FOR changing HQHHQL stock price from a diversified fund to a non-diversified fund.

Proposal 4
CHANGE THE SUBCLASSIFICATION OF$28 in 2015. HQL
FROM DIVERSIFIED TO NON-DIVERSIFIED AND
ELIMINATE THE RELATED FUNDAMENTAL INVESTMENT RESTRICTION

The Board has unanimously approved, and recommends that shareholders of HQL approve, changing the subclassification of HQL from a "diversified" fund to a "non-diversified" fund, as such terms are defined stock was also at $37 in the 1940 Act. Section 13(a)(1)Year 2000.

This proposal is especially important to Tekla Life Sciences shareholder because HQL trustees need only one share out of the 1940 Act provides that shareholder approval is required for a fund25 million shares to change its subclassification from diversified to non-diversified. If shareholders approve the proposal, HQL would become classified as a "non-diversified" fund under the 1940 Act andvote in this connection its fundamental investment restriction concerning diversification, set forth below, would be eliminated. Changing the subclassification of HQL from a "diversified" fund to a "non-diversified" fund means that HQL may invest a higher percentage of its assets in any one issuer and thus in a smaller number of companies overall, and may also invest in a greater percentage of the outstanding voting securities of any one issuer. Thus, such a fund may have more risks than a diversified fund, as described below.

As a 1940 Act diversified fund, HQL must invest at least 75% of its total assets so that: (i) no more than 5% of its total assets is invested in the securities of any issuer, and (ii) it holds no more than 10% of the outstanding voting securities of any issuer. With respect to the remaining 25% of its total assets, there is no limit on the amount of assets HQL may invest in the securities of a single issuer. These 1940 Act limits do not apply to securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities or repurchase agreements collateralized by any of such obligations. These limits apply at the time HQL purchases a security; HQL may exceed these limits if positions it already holds increase in value relative to the rest of HQL's holdings. A 1940 Act non-diversified fund is not subject to these requirements, but as described further below, HQL would still be subject to the more liberal diversification requirements under the Code as a non-diversified fund.

The following sets forth both the current and proposed fundamental restriction on diversification, as well as the diversification restriction under the Code. Regardless of whether shareholders approve the change in diversification classification and the elimination of the fundamental restriction, HQL will remain subject to the more liberal diversification restriction under the Code.

Additionally, What is the time of purchase aspectcurrent structure of the diversification limits would even prevent HQL from reestablishing a position in excessBoard of a limit that it previously held but more recently reduced. Again consideringTrustees?

The Fund's Declaration of Trust currently provides for the situation where HQL exceedsFund's Trustees to be divided into three classes, each with three-year terms. Each year, the diversification limitsterm of office for a security as a result of market movements, the diversification limits would allow the Adviser to reduce HQL's holding in that security, but would prohibit the Adviser from purchasing additional sharesone of the security after reducing it (whereclasses expires and elections are held at the Adviser did not sell enoughannual meeting of shareholders. The current term of office for each class expires as of the positionAnnual Meeting to move belowbe held as follows: Class A in 2023, Class B in 2024 and Class C in 2025.

How does the diversification limits). Board of Trustees Recommend I Vote?

THE BOARD RECOMMENDS YOU VOTE AGAINST PROPOSAL 3.

The diversification limits, in some cases, therefore, would effectively limitBoard has concluded that declassifying the Adviser's ability to reestablish a position that HQL recently held and that the Adviser believesBoard of Trustees isnot in the best interest of HQL.the Fund and its shareholders.

AlthoughIn coming to this conclusion, the Board considered that the Fund is an investment company and is subject to governance standards and other considerations that differ materially from those of an operating company. The Board believes that the current Board structure has served both shareholders and HQL well since its inception in 1992 during which time capital markets have seen a number of dislocations and HQL's operations were nevertheless overseen effectively by experienced, knowledgeable and committed Trustees.

As discussed in greater detail below, the key reasons for the Board's recommendation are as follows:

•  Investment companies are materially different from operating companies;

•  Good investment company governance depends on stability and continuity, especially where the investment strategy is distinctive and complex;

•  A classified board provides better protection against certain takeovers and abusive tactics by arbitrageurs seeking a non-diversified fund would make HQLquick profit on shares of closed-end investment companies;

•  A classified board provides an appropriate balance of board membership continuity and continuing accountability to shareholders;

•  A classified board has not led to entrenchment of unresponsive or non-independent trustees or poor relative Fund performance; and

•  The current Board is overseeing the Fund effectively to maximize shareholder value.

Investment Companies Are Materially Different From Operating Companies

General arguments sometimes used in support of a declassified board structure of an operating company – with an internal and interested management structure – do not readily translate into a rationale for the declassification of a board of an investment company.

•  Investment companies like the Fund differ from traditional operating companies in that operations are managed primarily by other parties, such as an investment adviser, subject to the risks described above, it wouldoversight of an independent board. Investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act") are also provide HQLsubject to extensive regulation with respect to governance and the Adviser with the ability to take advantage of market opportunities that may be present and that would otherwise be unavailable if HQL remained as a diversified fund.

Ability To Use Or Not Use Such Flexibility. If HQL's shareholders approve this proposal, HQL may operate as non-diversified or it may not, depending on the investment opportunities available to HQL. The flexibility to take larger positions in the securities of a single issuer (whether as a percentage of HQL's assets or as a percentageoperations, including oversight of the outstanding voting securitiesfund's service providers and management of an issuer) may not be used immediately upon shareholder approval, and may be implemented over time depending on market conditions. The Adviser intends to operate HQL as non-diversified when it believes it would be in shareholders' best interests to do so.

Similar But More Liberal Limitsconflicts of interest. Under Internal Revenue Code. HQL's current intention, however, is to continue to qualify as a regulated investment company under the Code and be subject to its diversification rules. Although the Code's diversification limits provide a fund with relatively more investment flexibility than the diversification limits of the 1940 Act, qualifying as a regulatedthe Board is required to carry out several specific functions designed to address the conflicts of interest that arise uniquely in the investment company under the Code will prevent HQL from fully realizing the investment flexibility from the conversion from diversified to non-diversified under the 1940 Act. The Code's diversification rules provide that, to maintain favorable tax treatment, HQL must invest at least 50% of its total assets so that no more than 5% of its total assets is invested in the securities of any issuer, and so that it holds no more than 10% of the outstanding voting securities of any issuer. With respect to the remaining 50% of its total assets, HQL is limited to investing 25% in the securities of a single issuer. These limits apply only as of the end of each quarter of HQL's fiscal year, so HQL may actually have a higher concentration in an issuer during periods between the ends of its fiscal quarters. Like thecontext. Applicable 1940 Act limits, the Code limits do not apply to securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or repurchase agreements collateralized by anyrules require a majority of such obligations.

Required Vote

Changing HQL from a diversified fund to a non-diversified fund requires approval of the holders of a 1940 Act Majority of HQL's outstanding voting securities. The Trustees recommend a vote FOR changing HQL from a diversified fund to a non-diversified fund.

Proposal 5
APPROVAL TO AMEND OR ELIMINATE CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS OF HQH AND HQL

Proposal 5 relates to proposed changes to certain of the fundamental investment restrictions of HQH and HQL. Currently, some of HQH's and HQL's fundamental investment policies are antiquated or more restrictive than current law requires. Proposal 5 is intended to simplify and modernize HQH's and HQL's investment policies to reflect current law and to increase each Fund's investment flexibility to be able to adapt over time.

The 1940 Act requires HQH and HQLa closed-end fund's board to have certain fundamental policies and restrictions. Fundamental policies and restrictions can be changed only byfully independent of management. In addition, governance best practice reports from key industry groups recommend that at least two-thirds to 75% of a shareholder vote. The proposed changesfund's board be independent. Accordingly, trustees of an investment company are required to the fundamental investment restrictions would continue to satisfy current regulatory requirementsbe independent and are proposedaccountable to provide HQHshareholders.

•  The New York Stock Exchange (on which HQL's shares trade) likewise recognizes that investment companies differ significantly from operating companies and HQL with the flexibility to respond to future legal, regulatory and market changes. Clarifying and modernizing these investment restrictions generally would allow HQH and HQL to operate more efficiently within the limits of the 1940 Act and rules and related guidance by the SEC and its staff. These revisions are expected to give HQH and HQL greater flexibility to take advantage of, and react to, changes in financial markets and new investment vehicles. It is possible that as the financial markets continue to evolve over time, the 1940 Act and the related rules and guidance may be amended or evolve to address changed situations and new investment opportunities. The Adviser believes that its ability to manage HQH's and HQL's portfolios in a changing regulatory or investment environment will be enhanced by these changes. In addition, by eliminating those fundamental restrictions that are not required by the 1940 Act to be fundamental, HQH and HQL may be able to avoid the costs and delay associated with a shareholder meeting should the desire or need arise suddenly to change such a restriction in the future.

The Board has authorized the submission to HQH's and HQL's shareholders for their approval, and the Board recommends that shareholders approve the proposed amendments to, or elimination of, certain HQH's and HQL's fundamental restrictions as outlined herein. Set forth below is a discussion of each of the proposed changes to HQH's and HQL's fundamental investment restrictions, including the language of each proposed fundamental investment restriction.

Proposal 5.A — Senior Securities — HQH and HQL only

The current and proposed fundamental investment restriction regarding issuing senior securities for HQH is the following:

The current and proposed fundamental investment restriction regarding issuing senior securities for HQL is the following:

From time to time, each of HQH and HQL makes certain investmentsrequirements. Large, sudden changes in other investment companies, particularly exchange traded funds, in order to gain exposure to the market or a particular market segment. Such investments may be made as a means to invest cash quickly and efficiently when a market opportunity arises until the Adviser conducts diligence on individual issuers that will replace the investment company holding.

Most exchange traded funds have obtained exemptive relief from the SEC that permits other funds, such as HQH and HQL, to acquire their shares in amounts in excesscomposition of the 1940 Act limits, subjectBoard would disrupt this collective knowledge and discourages quality candidates from devoting the time and attention needed to certain conditions. Becauselearn and carry out the 1940 Act limits are expressly set forth in HQH's and HQL's fundamental investment restrictions, however, HQH androle.

•  HQL are separately boundmay invest up to these limits and cannot take advantage40% of this relief available to other investing funds.

Investments in other investment companies in excess of the amounts currently set forth in the restriction would generally be temporary. To the extent HQH and HQL investits net assets in securities of otherprivately held life-sciences focused venture companies and restricted securities of publicly traded companies as part of its investment companies, HQHstrategy. The values of such securities are determined by a "fair valuation" process, which is overseen by the Board's Valuation Committee. Experience, continuity and HQL may incur duplication of advisory fees and certain other expenses. By investingstability in another investment company, HQH or HQL, like any other investors becomes a shareholder of that investment company. As a result, HQH's and HQL's own shareholders indirectly would bear the underlying fund's proportionate shareoversight of the fees and expenses paid by all shareholdersvaluation process is important, as such securities are often long-term holdings. Abrupt changes in the composition of the Board, and thus the Valuation Committee, could lead to loss of the requisite experience on the Valuation Committee. It could likewise lead to material changes in such fair valuations more related to abrupt changes in the makeup of the Valuation Committee members than any changes in the characteristics of the holdings themselves.

•  Presently only two out of six of HQL's Trustees have served on the Board for more than a decade, and the average tenure of the Independent Trustees on the Board is less than eight years. Three Trustees have joined the Board more recently, including one in 2022, one in 2021 and another in 2020, which represents a 50% turnover in Board membership in three calendar years. In accordance with the Board's self-imposed Independent Trustee retirement policy, one Trustee retired in 2021 and another retired in 2022. All the Trustees, other than the President of the Fund, who is affiliated with the Adviser, are independent of the Adviser. The Board believes its composition reflects an appropriate balance, made possible by the current classification structure and its retirement policy, of continuity and change. Four out of the six current Trustees have been elected by shareholders with the two appointed Trustees both being nominees for election as Trustees in this year's proxy statement.

•  The Board also has a chair who is independent of the Adviser, an additional, accepted "good governance" feature by which the Board may act independently and in the best interests of shareholders.

•  The Board believes that an abrupt change in a majority of the Fund's Board could impair the Fund's ability to achieve its investment company, in additionobjective. The Board also believes that a classified board: (i) enhances the independence of the Independent Trustees by providing them with a minimum term of office, (ii) strengthens the Fund's ability to attract and retain highly qualified Trustees who are willing to make a multi-year commitment to the feesFund and expenses HQH'sits shareholders, and HQL's shareholders directly bear in connection with HQH's and HQL's own operations.

Similarly,(iii) allows new Trustees to the extent it takes advantage of this flexibilitybe elected each year, while also ensuring such new Trustees have an opportunity to make investments in other investment companies to a greater degree, HQH and HQL may become subject, to a greater degree, to the risks associated with investments in other investment companies. As such other investment companies are typically broadly diversified by issuer holdings, however, to some extent such investments may actually diversify risks.

Proposal 5.C — Securities on Margin and Short Sales — HQH only

The current and proposed fundamental restriction regarding purchasing securities on margin and short sales for HQH is the following:

HQH has a current fundamental investment restriction that prohibitsgain knowledge about the Fund from purchasing securitiesthe continuing Trustees.

A Classified Board Provides Better Protection Against Certain Takeovers and Unfair and Abusive Tactics by Arbitrageurs Seeking a Quick Profit on margin or engaging in short sales of securities. This restriction is more prohibitive than the rules and regulations under the 1940 Act and related guidance by the SEC and its staff applicable to closed-end funds. Further, the 1940 Act and guidance also do not requireClosed-End Investment Companies

Having a fund to adopt such a provision as a fundamental investment policy. Both the Adviser andclassified board structure provides the Board believe thatwith some protection against abusive tactics and artificial pressures frequently applied by arbitrageurs seeking to make a quick profit by taking advantage of market discounts at which investment companies sometimes trade. It also provides the current fundamental investment restriction is unduly restrictive.

There are certain risks associatedBoard the time and opportunity to engage in dialogue with purchasing securities on marginsuch parties and short sales. The risks associated with purchasing securities on margin generally areto make reasonable business judgments in the same as those involved in borrowing. Borrowing money creates leverage. The usebest long-term interest of leverage has the potential to increase returns to shareholders, but also involves additional risks. Leverage increases the volatility of an investment portfolio and could result in larger losses than if it were not used. HQH would typically pay interest or incur other borrowing costs in connection with leverage transactions. Short sales likewise mayFund.

enhance returns, but also involve risk.•  A short sale refersclassified Board structure requires two annual election cycles to obtain a majority of the practiceboard, which inherently increases the likelihood that shareholders nominating candidates have a longer-term perspective.

•  Absent the classified Board, an arbitrageur (or group of sellingarbitrageurs) could gain control of the Fund abruptly by temporarily acquiring or obtaining voting control over enough of the Fund's shares to replace the entire Board with its own nominees at a securitysingle annual meeting. Closed-end funds publish their net asset values and market prices daily, allowing arbitrageurs to identify opportunities for quick profits. Closed-end funds typically have smaller market capitalizations than operating companies, which would allow an arbitrageur to acquire a proportionally larger stake in the fund than in many publicly traded operating companies.

•  Actions often pursued by an arbitrageur are designed to provide the arbitrageur with an opportunity for a quick trading profit often at odds with the fund's investment strategy. These actions often entail a forced liquidation and termination of the fund. Liquidation permits arbitrageurs who deliberately purchase fund shares at a discount to just as quickly cash out at net asset value, securing a profit while denying other shareholders the ability to continue to participate in the very strategy they chose when they purchased the Fund. Other actions include forced tender offers, which cause the fund to shrink in size, driving up its expense ratio, and in the case of a fund does not own. In ordersuch as the Fund, which makes venture investments, become less liquid.

•  Some arbitrageurs seek board control to deliver the security to the buyer, the seller (here HQH) would "borrow" the security from a third party pursuant to a promise to replace it at a later time, regardless of its value at that time. To replace it, HQH would need to go into the market place to acquire the security for delivery. The difference between the original short sale price and the replacement price (each adjusted for transactions costs) is the profit or loss on the transaction. If HQH sells a security short, it will make money if the security's price goes down (in an amount greater than any transaction costs) and will lose money if the security's price goes up. For the same reason, there is no limit theoretically on the amount of money HQH may lose on a short sale. HQH may not be able to close out a short sale when it might wish to do so, or may do so only at an unfavorable price.

This proposed change in policy may allow for added flexibility to purchase securities on margin when the Adviser believes it to be advantageous. Likewise, the 1940 Act generally allowsforce a fund to engage in shortconvert to an open-end structure, which would require the fund to liquidate assets to satisfy initial and ongoing redemption requests. For a fund complex like the Tekla Funds, focused entirely on investment management rather than sales, and having no open-end fund distribution infrastructure, such a change would only cause the Fund to become smaller, have a higher expense ratio and become less liquid, while substantially impairing its ability to pursue its venture capital investment strategy.

•  Many or all of these actions can accelerate the realization of taxable capital gains for all shareholders, whether through required distributions of taxable gain on portfolio investments or the forced liquidation of an entire fund. They can also force sales of securities,portfolio holdings at inopportune times and or disadvantageous prices, defeating a key reason closed-end fund investors chose the closed-end fund structure.

A Classified Board Provides Continuing Accountability to Shareholders

Under HQL's classified board structure, in order to remain on the Board, each Trustee must be elected by shareholders at the annual meeting at which he or she is up for election. The Board believes that the fact that its members are elected every three years for three-year terms makes them no less accountable to shareholders than they would be under a structure in which each Trustee is elected for a one-year term annually. Further, the Board's fiduciary responsibilities remain the same regardless of the length of term or frequency of their individual election.

•  In addition to annual shareholder meetings for Trustee elections, the Board has also implemented other broad measures to ensure accountability of Trustees and refreshment, such as a self-assessment review by the Board and the Audit Committee and a retirement policy.

•  Furthermore, the Fund's Declaration of Trust provides that (a) any Trustee may be removed for cause by the affirmative action of at least two-thirds of the remaining Trustees and (b) any Trustee may be removed at any meeting of shareholders by a vote of at least two-thirds of the shares outstanding.

•  A classified board does not preclude long-term shareholders from nominating and voting in their own candidates. Currently shareholders have the right to replace approximately one-third of HQL's Trustees each year, a majority over two years, and all of the Trustees over three-years. Long-term shareholders with bona-fide long-term interests can thus effect change in the composition of the Board if they choose.

•  A shorter term of office (i.e., one year vs. three years) does not necessarily mean more effective governance or the better fulfillment of duties by the Board. Instead, it can lead to unpredictability of tenure and, as a result, more difficulty in succession planning and in recruiting high quality, committed candidates willing to invest the time needed to be an effective Trustee.

The Current Board is Overseeing the Fund Effectively to Maximize Shareholder Value

The current Board is focused on the long-term interests of HQL's Shareholders and is committed to overseeing the Fund effectively to maximize long-term shareholder value. Among other things, the Board regularly considers options available to enhance both the Adviser's implementation of HQL's investment strategy and shareholder value.

If you use a proxy advisory firm to advise you on how to vote on such matters, please consider whether any such firm's recommendations on Proposal 3 takes into account the Board's past actions with regard to enhancing value for shareholders of HQL.

•  The Board has implemented and overseen HQL's fixed distribution policy pursuant to which HQL currently distributes 2% of its net assets quarterly. A policy designed to provide a sustainable and generally predictable fixed distribution tends to keep the Fund's discount to net asset value, if any, narrower than would otherwise be the case.

•  The Board also authorized the continued use of a share repurchase program by HQL to allow HQL to purchase outstanding shares in the open market when advantageous to shareholders. Repurchases at market prices that are meaningfully below net asset value are accretive to shareholder value.

•  The distribution policy and share repurchases are intended to enhance shareholder value, potentially provide shareholders with greater liquidity with respect to their investment in HQL and potentially reduce the discount between the market price of HQL's shares and the net asset value per share.

•  The Board also regularly receives and considers reports regarding the Adviser's implementation of HQL's investment strategy and performance and the fees paid by HQL for such services. These include analyses of independent parties employed by the Independent Trustees comparing HQL's performance and fees to those of other funds.

The Proponent's Claims of Poor Performance are Simply Wrong

The Fund has been in existence and managed by the Adviser (and its predecessor) since 1992. The Adviser employs highly skilled and experienced analysts who make investment decisions for HQL. As noted above, HQL has delivered distributions of 2% quarterly (~8% per year), largely from long-term capital gains, for more than twenty years. HQL shareholders regularly provide feedback to the Adviser that consistency of such distributions is their primary objective in investing in the Fund's shares. The Fund may also make additional distributions as required by applicable tax laws.

In his proposal, the proponent questions HQL performance. Closed-end fund investors typically use a fund's Net Asset Value (NAV) to evaluate performance. Using this metric, HQL NAV was down 8.37% in the 12 months ending 12/31/2022 while, in the same period, the S&P 500^® Index was down 18.13%. The NASDAQ Biotechnology Index^® ("NBI"), against which HQL has sometimes been compared, was down 10.10% in this same period. Clearly, HQL did not perform poorly in this short-term period.

We agree that share price is sometimes used by some investors for the evaluation of operating companies, but total return (NAV change plus distributions made) is used more typically as a performance metric, particularly for closed-end funds. Distributions are usually a smaller part of operating company performance, but they are a well-accepted and important part of closed-end fund performance. This is because, unlike operating companies, closed-end funds are required to distribute essentially all income and gains realized each year. We note that, consistent with applicable lawits distribution policy, HQL has been distributing 2% of its assets for all but a few calendar quarters since the 1990s. For the 89 quarters since the 2000 date the proponent cites, HQL has distributed approximately $677 million to shareholders compared to the Fund's average market cap of $307 million over the period. Thus, total distributions made in this period exceed two times the Fund's average market cap during the period. Such distributions amount to approximately $38 per share and can hardly be ignored, as suggested by the proponent.

In addition to the short-term results described above, HQL annual total return (assuming dividend reinvestment) for the ten-year period ending December 31, 2022 was 10.32% (167.02% for the cumulative period). For the twenty-year period ending December 31, 2022, annual total return was 9.51% (515.76% for the cumulative period). As we note in our semiannual and annual reports, there is not a close and appropriate comparative index due to the inclusion of significant venture assets and the fund's investment objective and policies. If the current investment restriction is removed, HQH would be able to engage in short sales of securities, consistent with applicable law and HQH's investment objective and policies. The removal of the current investment restriction may afford HQH added flexibility in the future in pursuing its investment objective and strategy.

Required Vote

Changing or removing certain of HQH's and HQL's fundamental investment restrictions requires approval of the holdersuse of a 1940 Act Majoritydifferentiating, risk-adjusted return strategy used by the Fund. Having said this, we note that the ten- and twenty-year returns for the S&P 500^® Index are 12.54% and 9.78%, respectively. Ten- and twenty-year annual total returns for the NBI are 11.95% and 11.70%, respectively.

We believe that the proponent's claim of HQH andpoor performance in HQL respectively.is unfounded.

THE FUND'S BOARD OF TRUSTEES RECOMMENDS YOU VOTE AGAINST PROPOSAL 3 BECAUSE IT BELIEVES PROPOSAL 3 IS NOT IN THE BEST INTEREST OF THE FUND AND ITS SHAREHOLDERS.

INFORMATION PERTAINING TO THE CUSTODIAN AND ADMINISTRATOR AND
TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND REGISTRAR

EachThe Fund's securities and cash are held under a custodian contract by State Street Bank and Trust Company ("State Street"), whose principal business address is One Lincoln Street, Boston, MA 02111. State Street is also the Administrator of eachthe Fund and also performs certain accounting related functions for eachthe Fund, including calculation of net asset value and net income.

Computershare Inc. serves as Dividend Disbursing Agent. Computershare Trust Company, N.A., a fully owned subsidiary of Computershare Inc., serves as (1) the Plan Agent for eachthe Fund's Dividend Reinvestment Plan and (2) the Transfer Agent and Registrar for Shares of eachthe Fund. Computershare Trust Company, N.A. and Computershare Inc. have their principal business at 250150 Royall Street, Canton, MA 02021.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act and Section 30(j) of the 1940 Act, as applied to eachthe Fund, require the Fund's officers and trustees, investment manager, affiliates of the investment manager, and persons who beneficially own more than ten percent of a registered class of the Fund's outstanding securities ("Reporting Persons") to file reports of ownership of the Fund's securities and changes in such ownership with the SEC and the NYSE. Such persons are required by SEC regulations to furnish the Fund with copies of all such filings.

discretion of brokers to vote if no customer instructions are received. Proposal 3 to be voted upon by shareholders involves a matter that the NYSE considers to be non-routine and not within the discretion of brokers to vote if no customer instructions are received.

Proposal 1 requires the approval of a plurality of shares voting at the Joint Annual Meeting (i.e., the nominee for each seat receiving the greatest number of votes will be elected).

ProposalProposals 2 requiresand 3 require the approval of a majority of all votes validly cast at the Joint Annual Meeting.

Proposal 3, Proposal 4 and Proposal 5 require the approval of a 1940 Act Majority for the applicable Fund.

Abstentions and broker non-votes will be considered shares present or represented by a proxy but will not be considered shares voted. As a result, they will: (i)will have no effect on Proposals 1, 2 or 2; and (ii) have the effect of votes against Proposals 3, 4 and 5.3.

Matters on which a choice has been provided will be voted as indicated on the proxy card and, if no instruction is given, the persons named as proxies will vote the shares represented thereby FOR all nominees for election as Trustee, FOR Proposal 2 FORand AGAINST Proposal 3, FOR Proposal 4 and FOR Proposal 5. and will use their best judgment in connection with the transaction of such other business as may properly come before the Joint Annual Meeting or any adjournment(s) or postponement(s) thereof.

In the event that sufficient votes in accordance with the Trustees' recommendations on any Proposal are not received by June 14, 20168, 2023 or the necessary quorum has not been obtained, or if other matters arise requiring shareholder attention, the persons named as proxies on the enclosed proxy card may propose one or more adjournments of the Joint Annual Meeting to permit further solicitation. Any such adjournment will require approval by a majority of the votes validly cast on the matter at

In addition, shareholder proposals for eachthe Fund's 2017 annual meeting of shareholders2024 Annual Meeting (other than proposals submitted for inclusion in the Fund's 20172024 proxy statement) must be submitted to the Fund's Secretary between February 9, 20172024 and March 11, 2017,10, 2024, unless the meeting date is more than 30 days before or after June 4, 2017,8, 2024, in which case the proposal must be submitted by the later of the close of business on (1) the date 90 days prior to the 2017 annual meeting2024 Annual Meeting date or (2) the tenth business day following the date on which the 2017 annual meeting2024 Annual Meeting date is first publicly announced or disclosed.

GENERAL

EachThe Fund will pay the cost of preparing, printing and mailing the enclosed proxy card(s) and Joint Proxy Statement and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, Internet,internet, telephone or telegraph. The solicitation of proxies will be largely by mail.mail, but may include telephonic, electronic or oral communication by Okapi Partners, a professional proxy solicitation firm engaged by the Fund, at a cost estimated to be between $68,000 and $178,000, depending on the services provided and results obtained. To reduce the cost to shareholders, the Adviser has agreed to pay from its own resources any amount exceeding $68,000. In addition, certain officers of the Fund and certain employees of the Adviser, who will receive no compensation for their services other than their regular salaries, may solicit the return of proxies personally or by telephone or facsimile. Banks, brokerage houses, nominees and other fiduciaries will be requested to forward the proxy soliciting materials to the beneficial owners of the shares of eachthe Fund. EachThe Fund may reimburse brokerage houses, nominees and other fiduciaries for postage and reasonable expenses incurred by them in forwarding of proxy material to beneficial owners.

A number of banks, brokers and financial institutions have instituted "householding". Under this practice, only one Joint Proxy Statement may be delivered to multiple shareholders who share the same address and satisfy other conditions. EachThe Fund will deliver promptly a separate copy of this Joint Proxy Statement to a shareholder at a shared address upon request. To request a separate copy of this Joint Proxy Statement, write or call the Fund at the address and phone number set forth above.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 14, 20168, 2023

The Joint Proxy Statement for the Joint Annual Meeting of Shareholders of Tekla Healthcare Investors, Tekla Life Sciences Investors Tekla Healthcare Opportunities Fund and Tekla World Healthcare Fund and form of proxy are available at www.proxy-direct.com/TKL-27713.TKL-33282.

TEKLA HEALTHCARE INVESTORS
TEKLA LIFE SCIENCES INVESTORS
TEKLA HEALTHCARE OPPORTUNITIES FUND
TEKLA WORLD HEALTHCARE FUND

April 20, 201617, 2023

EXHIBIT A

Governance and Nominating Committee Charter

For convenience, this Charter refers to the Funds and their respective Boards of Trustees (each the "Board"), and their respective Governance and Nominating Committees (each the "Committee" or the "Governance and Nominating Committee") in the singular. However, this Charter applies to each Fund, its Board and its Committee independently.

Committee Membership

The Committee shall consist entirely of trustees of the Fund who (1) are not "interested persons," as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act"), of the Fund or the Fund's investment adviser and (2) are "independent" as defined in the New York Stock Exchange ("NYSE") Listing Standards ("Independent Trustees"). The President of the Fund, although not a member of the Committee, will cooperate with the Committee by assisting the Committee to discharge its responsibilities, including by recommending candidates and recruiting them for the Board or to serve as executive officers of the Fund.

Missions

The principal missions of the Committee are (i) to review, evaluate, and enhance the effectiveness of the Board in its role in governing the Fund and overseeing the management of the Fund and (ii) to promote the effective participation of qualified individuals on the Board, on committees of the Board, and as executive officers of the Fund. The Committee shall consider the Corporate Governance Guidelines attached to this Charter as Appendix A in fulfilling its missions.

Governance Function

The Committee shall review, discuss, and make recommendations to the Board relating to those issues that pertain to the effectiveness of the Board in carrying out its responsibilities in governing the Fund and overseeing the management of the Fund. These may include, but are not limited to, issues relating to:

1.  the selection of the Fund's investment adviser (the "Adviser") and approval of the Fund's investment advisory contract;

2.  the selection and approval of the Fund's outside counsel ("Fund Counsel");

3.  the composition of the Board, including:

(a)  the size of the Board and the qualifications and representative areas of expertise of the members of the Board; and

(b)  retirement and succession policies relating to members of the Board;

4.  the members of the Board, including:

(a)  guidelines relating to ownership of shares of the Fund by members of the Board;

(b)  whether members of the Board may not serve in a similar capacity on the board of a registered investment company (i) which is not sponsored or advised by the Adviser or its affiliates and (ii) which the Committee in its discretion has determined to be competitive with the Fund taking into account such registered investment company's investment mandate;

(c)  continuing education of members of the Board; and

(d)  identification of best practices for members of the Board;

5.  the meetings of the Board, including:

(a)  coordination with the Chairman of the Board in developing the agenda for the meetings of the Board, with the assistance of the Adviser and Fund Counsel;

(b)  frequency of meetings of the Board; and

(c)  Board meeting attendance policies;

6.  the role of the Independent Trustees, including:

(a)  limitations on the ability of Independent Trustees to act and function independently of the Board and the Adviser; and

(b)  the quality of information received by the Independent Trustees;

7.  compensation for Independent Trustees;

8.  the role of the committees of the Board, including:

(a)  number and type of committees; and

(b)  periodic approval of the charter and scope of the responsibilities of each committee;

9.  the relationship between the Board and management, including:

(a)  oversight of and communication with management;

(b)  coordination with management to ensure that management has developed an appropriate plan to deal with succession and potential crisis management situations; and

10.  Board self-evaluation.

Nominating Function – Board

1.  The Committee shall make nominations for trustees and officers of the Fund and submit such nominations to the full Board. The Committee shall evaluate candidates' qualifications for such positions and, in the case of candidates for election to the Board, whether they would qualify as Independent Trustees. The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence (e.g. business, financial or family relationships with the Adviser). In determining candidates' qualifications for Board membership, the Committee shall consider factors which may be delineated in this Charter or the Fund's By-Laws and may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board.

2.  The Committee may consider potential trustee candidates recommended by shareholders, provided that the proposed candidates: (i) satisfy any minimum qualifications of the Fund for its trustees; and (ii) qualify as Independent Trustees. In order for the Committee to evaluate any nominee recommended by a shareholder or shareholder group, potential trustee candidates and nominating shareholders or shareholder groups must satisfy the requirements provided in Appendix B to this Charter. The Committee shall not otherwise evaluate shareholder trustee nominees in a different manner than other nominees, and the standard of the Committee is to treat all equally qualified

nominees in the same manner. Once a nomination has been timely received in proper form, the nominee will be asked to complete an eligibility questionnaire to assist the Committee in assessing the nominee's qualifications as a potential Independent Trustee. The Committee will make such determinations in its sole discretion and such determinations shall be final.

3.  The Committee may identify prospective trustees from any reasonable source, including, but not limited to, the consultation of third-party trustee search services.

4.  The Committee requires that each prospective trustee have a college degree or equivalent business experience. In addition to the requirements delineated in the Fund's By-Laws, the Committee may take into account a wide variety of factors in considering prospective trustees, including (but not limited to): (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board; (ii) relevant industry and related experience; (iii) educational background; (iv) financial expertise; (v) the candidate's ability, judgment and expertise; and (vi) overall diversity of the Board's composition.

6.  The Committee shall evaluate the participation and contribution of each trustee coming to the end of his or her term before deciding whether to recommend reelection. The Committee may seek the views of other trustees to assist them in this evaluation.

Nominating Function – Committees

The Committee shall make nominations for membership on all committees of the Board and submit such nominations to the full Board and shall review committee assignments as necessary.

Other Powers and Responsibilities

1.  The Committee shall meet at least annually so it can carry out its review of the investment advisory agreement, recommend the selection of an Adviser, and consider Board and Committee nominations. The Committee shall meet at such other time or times as the Committee or the Board may determine appropriate or necessary and is empowered to hold special meetings as circumstances require.

2.  The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to utilize Fund Counsel and to retain experts or other persons with specific competence at the expense of the Fund.

3.  The Committee shall review this Charter periodically and recommend any changes to the Board.

APPENDIX A

Corporate Governance Guidelines

1.  General

The intent is that the Board shall, wherever possible, comply in its structure and operations with the guidelines issued by the NYSE and the Securities and Exchange Commission ("SEC").

2.  Board Composition

(a)  The Fund's Declaration of Trust, as amended, provides that the Trustees shall be at least three and not more than fifteen in number, as fixed by the Trustees, and the number of Trustees is currently fixed at seven.

(b)  Independent Trustees shall represent at least 75% of Board membership.

(c)  The President of the Adviser, and such other officers of the Adviser as the Board may designate, shall be included among those nominated for Board membership, but they shall not be considered as Independent Trustees.

(d)  The Board shall seek to be broadly representative of the various skills and experience deemed necessary to ensure sound oversight of the Fund.

3.  Selection of Chairman of the Board

The Board shall annually elect its own Chairman from among those Independent Trustees elected by the shareholders. This election shall take place at the first Board meeting following the annual meeting of shareholders or upon the initiative of a two-thirds majority of the trustees.

4.  General Expectations

(a)  In serving as a trustee, each trustee must exercise duties of care and loyalty to the Fund.

(b)  Each Independent Trustee is expected to be knowledgeable about Fund business and financial operations through Board and Board committee meetings and personal inquiry and observation, and to contribute to the Board's oversight of the Fund's investment performance.

(c)  Each trustee is expected to devote sufficient time and attention to carrying out his or her duties and responsibilities as a trustee of the Fund and to ensure that other commitments or responsibilities do not materially interfere with his or her duties and responsibilities to the Fund.

(d)  The criteria to be used to evaluate candidates to serve as trustees, which will be reviewed from time to time by the Board or the Governance and Nominating Committee, will stress personal and professional integrity, sound judgment, relevant experience, a proven record of professional accomplishment, and a commitment to devote sufficient time and attention to Fund matters, among other relevant factors. In the case of a candidate to serve as an Independent Trustee, independence will be required in terms of both the letter and spirit of applicable law.

5.  Retirement of Trustees

Trustees shall serve for a three-year term upon nomination by the Committee and election by the shareholders. No person may be nominated for election to the Board, if that person is 75 years of age or older at the time of consideration, unless such nomination is approved by at least 66²/₃% of the Independent Trustees.

6.  Independent Trustee Sessions

Independent Trustees are expected to meet in separate session at least once each quarter, typically in conjunction with the regularly scheduled Board meeting for that quarter. In such sessions, Independent Trustees are expected to engage in candid discussions about Fund management performance and other sensitive matters deemed appropriate.

7.  Independent Trustee Authority to Hire Staff

Independent Trustees may hire their own staff to the extent deemed necessary to help Independent Trustees deal with matters on which they deem outside assistance to be necessary.

8.  Committees of the Board

(a)  The Board shall have four Committees:

(i)  an Audit Committee;

(ii)  a Valuation Committee;

(iii)  a Governance and Nominating Committee; and

(iv)  a Qualified Legal Compliance Committee.

(b)  A Compensation Committee, generally required by SEC and NYSE guidelines, is not deemed necessary as personnel of the Adviser serve as the Fund's officers, and the compensation of such personnel is determined and payable by the Adviser (with the exception of the Fund's Chief Compliance Officer). Oversight of the Adviser's budget, including compensation, shall be a factor in the Board's approval of the Adviser's investment advisory contract.

(c)  Each of the Board's committees shall have a charter (or policies and procedures), which shall have been approved by the Board. The Governance and Nominating Committee shall review periodically each such charter and recommend any changes to the Board. The Audit Committee shall review its charter annually to comply with NYSE Listing Standards and recommend any changes to the Board.

(d)  Committee Chairman and members shall be nominated by the Governance and Nominating Committee and approved by the Board.

(e)  The Audit Committee, Governance and Nominating Committee and Qualified Legal Compliance Committee shall each consist solely of Independent Trustees.

9.  Board Meetings

(a)  The Board is expected to meet no less than four times per year, including one meeting which coincides with the annual meeting of shareholders.

(b)  Trustees are expected to attend all Board meetings in person. Where conflicts prevent attendance in person, trustees may attend by telephone or video conference. It is expected that, during their term, trustees shall attend no fewer than 50% of Board meetings in person and no less than 75% of meetings where a majority of Independent Trustees must be present in person.

(c)  Agendas for Board meetings shall be proposed by the Adviser and Fund Counsel and approved by the Chairman of the Board at least two weeks in advance of each Board meeting and one month in advance of the annual meeting of shareholders.

(d)  Minutes for each Board meeting shall be prepared and circulated within six weeksa reasonable period of time following each Board meeting and shall highlight items on which follow-up action is required.

(e)  In their role as trustees, all trustees owe a duty of loyalty to the shareholders and to the Fund. This duty of loyalty mandates that the best interests of the shareholders and the Fund take precedence over any interests possessed by a trustee. In the event of any conflict of interests, a trustee shall promptly disclose such conflict to the Chairman of the Board and Fund Counsel and recuse him or herself from any discussions or votes involving the conflict.

(f)  The proceedings of the Board and its committees are confidential. Each trustee shall maintain the confidentiality of information received as part of his or her duty as a trustee.

10.  Board Access to Senior Management and Key Service Providers

Trustees must have reasonable access to Fund management and senior management of the Adviser. Trustees must have reasonable access to Fund Counsel, auditors, and other key service providers. Independent Trustees must have reasonable access to independent legal counsel. The Chairman of the Board is responsible for fostering constructive interaction between Fund management and the Board. The chairman of each committee is responsible for fostering constructive interaction between Fund management and the committee.

11.  Trustee Education

(a)  New trustees will review background materials and participate in an orientation program that includes discussions with incumbent trustees and senior management. Topics covered will include investment operations, compliance practices and operations, financial operations, and organizational structure.

(b)  Continuing trustee education will be a standing agenda item for each regularly scheduled meeting to cover timely topics based on industry developments and Fund operations.

12.  Review of Strategic Planning

The Board will periodically review the continued organizational strength of the Fund, Fund management, and the Adviser to ensure the Fund's continued short-term and long-term viability. At least biannually, the Board will review the Fund's annual and longer term strategic business plans and management development and succession plan.

13.  Board Compensation

The Independent Trustees will establish and periodically review their compensation.

14.  Insurance Coverage and Indemnification

The Fund will maintain directors' and officers'/errors and omissions insurance coverage and/or indemnification that is adequate to ensure the independence and effectiveness of the Independent Trustees. The Independent Trustees will periodically review the effectiveness of such insurance coverage and/or indemnification.

15.  Board Evaluation

The Governance and Nominating Committee shall prepare a Board self-evaluation instrument that each trustee shall complete annually.

Appendix B

Procedures and Eligibility Requirements for
Shareholder Submission of Nominee Candidates¹

A.  Nominee Requirements

Trustee nominees recommended by shareholders must fulfill the following requirements:

1.  The nominee may not be the nominating shareholder, a member of the nominating shareholder group, or a member of the immediate family of the nominating shareholder or any member of the nominating shareholder group.

2.  Neither the nominee nor any member of the nominee's immediate family may be currently employed or employed within the last year by any nominating shareholder entity or entity in a nominating shareholder group.

3.  Neither the nominee nor any immediate family member of the nominee is permitted to have accepted directly or indirectly, during the year of the election for which the nominee's name was submitted, during the immediately preceding calendar year, or during the year when the nominee's name was submitted, any consulting, advisory, or other compensatory fee from the nominating shareholder or any member of a nominating shareholder group.

4.  The nominee may not be an executive officer, director (or person performing similar functions) of the nominating shareholder or any member of the nominating shareholder group, or of an affiliate of the nominating shareholder or any such member of the nominating shareholder group.

5.  The nominee may not control (as "control" is defined in the 1940 Act) the nominating shareholder or any member of the nominating shareholder group (or in the case of a holder or member that is a fund, an interested person of such holder or member as defined by Section 2(a)(19) of the 1940 Act).

B.  Nominating Shareholder or Shareholder Group Requirements

The nominating shareholder or shareholder group must meet the following requirements:

1.  Any shareholder or shareholder group submitting a proposed nominee must beneficially own, either individually or in the aggregate, more than 5% of the Fund's securities that are eligible to vote at the time of submission of the nominee and at the time of the meeting where the nominee may be elected. Each of the securities used for purposes of calculating the required ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the meeting. The nominating shareholder or shareholder group must also bear the economic risk of the investment, and the securities used for purposes of calculating the required ownership cannot be held "short."

2.  The nominating shareholder or shareholder group must also submit a certification which provides the number of shares which the person or group has (i) sole power to vote or direct the vote; (ii) shared power to vote or direct the vote; (iii) sole power to dispose or direct the disposition of such shares; and (iv) shared power to dispose or direct the disposition of such shares. In addition, the certification shall provide that the shares have been held continuously for at least 2 years.

¹  Appendix B applies only to trustee nominee recommendations made by shareholders to the Governance and Nominating Committee. Refer to the Fund's By-laws regarding submission of shareholder proposals for the election of trustees. Unless otherwise specified herein, please refer to the Securities Exchange Act of 1934 and regulations thereunder for interpretations of terms used in this Appendix B.

C.  Deadlines and Limitations

1.  A nominating shareholder or shareholder group may not submit more than one nominee per year.

2.  All nominee submissions must be received by the Fund by the deadline for submission of any shareholder proposals which would be included in the Fund's proxy statement for the next annual meeting of the Fund.

D.  Making a Submission

Shareholders recommending potential trustee candidates must substantiate compliance with these requirements at the time of submitting their proposed trustee candidate to the attention of the Fund's Secretary. Notice to the Fund's Secretary should include: (i) the shareholder's contact information; (ii) the trustee candidate's contact information and the number of Fund shares owned by the proposed candidate; (iii) all information regarding the candidate that would be required to be disclosed in solicitations of proxies for elections of trustees required by Regulation 14A of the 1934 Act; and (iv) a notarized letter executed by the trustee candidate, stating his or her intention to stand for election and be named in the Fund's proxy statement, if nominated by the Board, and to serve as a trustee, if so elected.