Each Audit Committee may also appoint a member of each Committee to pre-approve non-audit services that have not been pre-approved or material changes in the nature or cost of any non-audit services previously pre-approved. The member may not pre-approve any project the estimated budget (or budgeted range) of fees of which exceed or may exceed $15,000. Any actions by the member are to be ratified by the Audit Committee by the time of its next scheduled meeting. Each Fund'sFund’s Pre-Approval Policies and Procedures are reviewed annually by the Fund'sFund’s Audit Committee, and the Fund maintains a record of the decisions made by the Committee pursuant to these procedures.

Required Vote

The selection of Deloitte & Touche LLP as each Fund's independent public accountants for the fiscal year ending September 30, 2016 is submitted to shareholders for ratification and requires approval by a majority of each Fund's shares voting at the Joint Annual Meeting. The Trustees recommend a vote FOR the selection of Deloitte & Touche LLP as the independent registered public accountants of each Fund.

Proposal 3
CHANGE THE SUBCLASSIFICATION OF HQH
FROM DIVERSIFIED TO NON-DIVERSIFIED AND
ELIMINATE THE RELATED FUNDAMENTAL INVESTMENT RESTRICTION

The Board has unanimously approved, and recommends that shareholders of HQH approve, changing the subclassification of HQH from a "diversified" fund to a "non-diversified" fund, as such terms are defined in the 1940 Act. Section 13(a)(1) of the 1940 Act provides that shareholder approval is required for a fund to change its subclassification from diversified to non-diversified. If shareholders approve the proposal, HQH would become classified as a "non-diversified" fund under the 1940 Act and in this connection its fundamental investment restriction concerning diversification, set forth below, would be eliminated. Changing the subclassification of HQH from a "diversified" fund to a "non-diversified" fund means that HQH 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, HQH 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 HQH 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 HQH purchases a security; HQH may exceed these limits if positions it already holds increase in value relative to the rest of HQH's holdings. A 1940 Act non-diversified fund is not subject to these requirements, but as described further below, HQH would still be subject to the more liberal diversification requirements under the Internal Revenue Code of 1986, as amended (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, 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 strategies.

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 proportion of its assets that may be invested in the obligations of a single issuer or the percentage of an issuer's voting securities it may acquire. As 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.

The 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 volatility 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.

As described earlier, the limits applicable to a diversified fund's holdings apply only at the time a fund purchases a security. As a result, it is currently possible for HQH, as a diversified fund, to have holdings that significantly exceed the diversification limits, provided that this is the result of market movements, such as the appreciation of a particular security or, conversely, the depreciation of other securities in HQH's portfolio, and not as the result of a purchase transaction. If holdings exceed a limit due to market movements, no action is required by HQH to bring the relevant position back below the limit. In these situations, HQH is exposed to the same risks relating to exposure to a particular issuer as is a non-diversified fund. However, unlike a non-diversified fund, HQH is unable to take advantage of investment opportunities through subsequent purchases.

For example, consider the situation where HQH exceeds the diversification limits in the securities of a particular issuer as a result of market movements (e.g., the appreciation of the security relative to HQH's other holdings). Assume that the company subsequently appears to the Adviser to be on the verge of a major scientific breakthrough. In such a case, HQH would be prohibited from purchasing additional shares of such security to take advantage of this perceived opportunity.

Additionally, the time of purchase aspect of the diversification limits would even prevent HQH from reestablishing a position in excess of a limit that it previously held but more recently reduced.

Although operating as a non-diversified fund would make HQH subject to the risks described above, it would also provide HQH and the Adviser with the ability to take advantage of market opportunities that may be present and that would otherwise be unavailable if HQH remained as a diversified fund.

Ability To Use Or Not Use Such Flexibility. If HQH's shareholders approve this proposal, HQH may operate as non-diversified or it may not, depending on the investment opportunities available to HQH. The flexibility to take larger positions in the securities of a single issuer (whether as a percentage of HQH's assets or as a percentage of the outstanding voting securities 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 HQH as non-diversified when it believes it would be in shareholders' best interests to do so.

Similar But More Liberal Limits Under Internal Revenue Code. HQH'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 regulated investment company under the Code will prevent HQH 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, HQH 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, HQH is limited to investing 25% in the securities of a single issuer. These limits apply only as of the end of each quarter of HQH's fiscal year, so HQH may actually have a higher concentration in an issuer during periods between the ends of its fiscal quarters. Like the 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 any of such obligations.

Required Vote

Changing HQH from a diversified fund to a non-diversified fund requires approval of the holders of a majority of HQH's outstanding voting securities. A "majority of HQH's outstanding voting securities" for this purpose and under the 1940 Act means the lesser of (1) 67% or more of HQH's shares present

at a meeting if more than 50% 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 HQH from a diversified fund to a non-diversified fund.

Proposal 4
CHANGE THE SUBCLASSIFICATION OF 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 in the 1940 Act. Section 13(a)(1) of the 1940 Act provides that shareholder approval is required for a fund 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 and 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.

The Adviser believes that the requirements under the 1940 Act for diversified funds may, at times, hinder HQL's ability to invest in attractive securities that are suitable for it, particularly given its investment focus on life sciences companies and in venture companies in this sector. Additionally, the increased flexibility would enable the Adviser to invest HQL'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 HQL'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 HQL's portfolio in a changing regulatory and investment environment will be enhanced by this change.

As a general matter, the Board believes that changing HQL from a diversified fund to a non-diversified fund may give the Adviser more flexibility in implementing HQL's investment strategies.

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

Risks. Shareholder approval of the proposal would enable HQL to operate as a non-diversified fund, which means that it would not be limited by the 1940 Act in the proportion of its assets that may be invested in the obligations of a single issuer or the percentage of an issuer's voting securities it may acquire. As a result, HQL 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 HQL'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.

The Board believes that this increased investment flexibility may provide opportunities to enhance HQL's performance, although investing a larger percentage of HQL's assets in any one issuer or a greater percentage of the voting securities of any one issuer could increase HQL's risk of loss and its share price volatility because the value of its shares would be more susceptible to adverse events affecting that issuer. If HQL takes a larger position in an issuer that subsequently has an adverse return, HQL 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 HQL 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.

As described earlier, the limits applicable to a diversified fund's holdings apply only at the time a fund purchases a security. As a result, it is currently possible for HQL, as a diversified fund, to have holdings that significantly exceed the diversification limits, provided that this is the result of market movements, such as the appreciation of a particular security or, conversely, the depreciation of other securities in HQL's portfolio, and not as the result of a purchase transaction. If holdings exceed a limit due to market movements, no action is required by HQL to bring the relevant position back below the limit. In these situations, HQL is exposed to the same risks relating to exposure to a particular issuer as is a non-diversified fund. However, unlike a non-diversified fund, HQL is unable to take advantage of investment opportunities through subsequent purchases.

For example, consider the situation where HQL exceeds the diversification limits in the securities of a particular issuer as a result of market movements (e.g., the appreciation of the security relative to HQL's other holdings). Assume that the company subsequently appears to the Adviser to be on the verge of a major scientific breakthrough. In such a case, HQL would be prohibited from purchasing additional shares of such security to take advantage of this perceived opportunity.

Additionally, the time of purchase aspect of the diversification limits would even prevent HQL from reestablishing a position in excess of a limit that it previously held but more recently reduced.

Although operating as a non-diversified fund would make HQL subject to the risks described above, it would also provide HQL 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 percentage of the outstanding voting securities 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 Limits 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 regulated 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 the 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 any 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 HQL to have certain fundamental policies and restrictions. Fundamental policies and restrictions can be changed only by a shareholder vote. The proposed changes to the fundamental investment restrictions would continue to satisfy current regulatory requirements and are proposed to provide HQH 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:

The existing fundamental investment restriction regarding issuing senior securities for HQH and HQL imposes limitations that are in excess of those imposed by the 1940 Act for a closed-end fund. The 1940 Act prohibits investment companies from issuing "senior securities," except for borrowings where certain conditions are met. In addition, under the 1940 Act, certain types of transactions entered into by a fund, including borrowings, reverse repurchase agreements, short sales, and when-issued and delayed delivery transactions, may be considered forms of indebtedness having priority over

shareholders to fund assets in liquidation and, therefore, may be considered to be senior securities. Currently, these activities or investments are permissible under the 1940 Act so long as certain collateral asset coverage requirements designed to protect shareholders are met.

To the extent HQH or HQL engages in transactions that may be interpreted as resulting in the issuance of senior securities, HQH or HQL would be subject to the risks associated with leveraging. Leveraging, including borrowing, may magnify investment losses and may generally cause HQH or HQL to be more volatile than if HQH or HQL had not been leveraged. This is because leverage tends to increase a fund's exposure to market risk or other risks by, in effect, increasing assets available for investment. The use of leverage may also cause HQH or HQL to be required to liquidate portfolio positions when it may not be advantageous to do so.

Proposal 5.B — Investments in Other Investment Companies — HQH and HQL only

The current and proposed fundamental investment restriction regarding investments in other investment companies for HQH is the following:

The current and proposed fundamental investment restriction regarding investments in other investment companies for HQL is the following:

Each of HQH and HQL has a fundamental investment restriction set forth above that limits the extent to which it may invest in other investment companies, including exchange traded funds. This restriction is more restrictive than the rules and regulations under the 1940 Act and applicable exemptive relief by the SEC. The 1940 Act also does not require a fund to adopt such a provision as a fundamental investment policy. If the proposal is approved by shareholders, HQH and HQL would remain subject to the limitations on investments in other investment companies imposed on all investment companies under the 1940 Act and related rules and SEC exemptive relief.

From time to time, each of HQH and HQL makes certain investments 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 excess of the 1940 Act limits, subject to certain conditions. Because the 1940 Act limits are expressly set forth in HQH's and HQL's fundamental investment restrictions, however, HQH and HQL are separately bound to these limits and cannot take advantage 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 invest in securities of other investment companies, HQH and HQL may incur duplication of advisory fees and certain other expenses. By investing 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 share of the fees and expenses paid by all shareholders of the other investment company, in addition to the fees and expenses HQH's and HQL's shareholders directly bear in connection with HQH's and HQL's own operations.

Similarly, to the extent it takes advantage of this flexibility 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 prohibits the Fund from purchasing securities 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 require a fund to adopt such a provision as a fundamental investment policy. Both the Adviser and the Board believe that the current fundamental investment restriction is unduly restrictive.

There are certain risks associated with purchasing securities on margin and short sales. The risks associated with purchasing securities on margin generally are the same as those involved in borrowing. Borrowing money creates leverage. The use 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 may enhance returns, but also involve risk. A short sale refers to the practice of selling a security a fund does not own. In order 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 allows a fund to engage in short sales of securities, consistent with applicable law 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 holders of a 1940 Act Majority of HQH and HQL, respectively.

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

Each 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 each Fund and also performs certain accounting related functions for each 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 each Fund's Dividend Reinvestment Plan and (2) the Transfer Agent and Registrar for Shares of each Fund. Computershare Trust Company, N.A. and Computershare Inc. have their principal business at 250 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 each Fund, require the Fund'sFund’s officers and trustees,Trustees, investment manager,adviser, affiliates of the investment manager,adviser, and persons who beneficially own more than ten percent of a registered class of the Fund'sFund’s outstanding securities ("(“Reporting Persons"Persons”) to file reports of ownership of the Fund'sFund’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.

Based solely upon its review of the copies of such forms received by it, and written representations from certain Reporting Persons that no year-end reports were required for those persons, each Fund believes that during the fiscal year ended September 30, 2015,2022, its Reporting Persons complied with all applicable filing requirements.

OTHER BUSINESS

As of the date of this Joint Proxy Statement, the Board of each Fund is not aware that any matters are to be presented for action at the Joint Annual MeetingSpecial Meetings other than those described above. Should other business properly be brought before the Annual Meeting,Special Meetings, it is intended that the accompanying Proxy will be voted thereon in accordance with the judgment of the persons named as proxies.

PROXIES AND VOTING AT THE ANNUAL MEETINGSPECIAL MEETINGS

Shareholders who execute proxies may revoke them at any time before they are voted by written notice to the Secretary of the FundFunds at 100 Federal Street, 19th Floor, Boston, MA 02110, or by casting a vote at the Joint Annual Meeting.Special Meetings. Instructions on how to attend the meeting and vote in person can be obtained by calling (617) 772-8500.617-772-8500. All valid proxies received prior to the Joint Annual Meeting,Special Meetings, or any adjournment(s) or postponements(s) thereof, will be voted at the Joint Annual MeetingSpecial Meetings and any adjournments or postponements thereof.

The representation in person or by proxy

Shareholders of each Fund are being asked to approve the Proposals. Approval of the First Meeting Proposal with respect to each Fund will require the affirmative vote of a majority“majority of the outstanding voting securities” of the Fund as defined in the 1940 Act. This means the lesser of (1) 67% or more of the shares of the Fund present at the First Meeting if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (2) more than 50% of the outstanding shares of the Fund.

Shareholders of each Fund is necessaryare also being asked to constitute a quorum for transacting business atapprove the Joint Annual Meeting. For purposesSecond Meeting Proposal. The election of determiningStephen Bird, Rose DiMartino, C. William Maher, and Todd Reit will require the presence of a quorum, abstentions and broker "non-votes" will be treated as shares that are present. Broker non-votes are proxies received by each Fund from brokers or nominees when the broker or nominee has neither received instructions from the beneficial owner or other persons entitled toaffirmative vote nor has discretionary power to vote on a particular matter. Proposals 1 and 2 to be voted upon by the shareholders involve matters that the NYSE considers to be routine and within the discretion of brokers to vote if no customer instructions are received.

Proposal 1 requires the approval of a plurality of shares of the respective Fund voting at the Joint AnnualSecond Meeting.

If the First Meeting (i.e.,Proposal is not approved by shareholders of all four of the Funds, none of the nominees for election receivingin the greatest numberSecond Meeting Proposal will serve as Trustees of votes will be elected).

the Funds, even if elected by shareholders. In such an event, the Current Trustees would continue to serve. Similarly, if the Second Meeting Proposal 2 requiresis not approved by the approval of a majorityshareholders of all votes validly cast atfour of the Funds, the New Advisory Agreements will not go into effect and Tekla will remain the Funds’ investment adviser, even if shareholders approve the New Advisory Agreements, unless the parties agree to waive or modify certain conditions of the Purchase Agreement. The completion of the Asset Transfer described in this Joint Annual Meeting.

Proxy Statement is contingent upon both the First Meeting Proposal 3,and Second Meeting Proposal 4being approved by shareholders of all four of the Funds and Proposal 5 require the approvalsatisfaction or waiver of a 1940 Act Majority forcertain other conditions. If either of the applicable Fund.

Abstentions and broker non-votes will be considered shares presentProposals are not approved by shareholders of one or represented by a proxy butmore Funds or the conditions of the Purchase Agreement are not satisfied or waived, the Asset Transfer will not be considered shares voted. As a result, they will: (i) have no effect on Proposals 1 or 2;completed, Tekla will continue to serve as the Funds’ investment adviser and (ii) have the effectCurrent Trustees will continue to serve as Trustees of votes against Proposals 3, 4 and 5.the Funds.

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, FOR 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'Trustees’ recommendations on anythe First Meeting Proposal or Second Meeting Proposal are not received by June[August 14, 2016] 2023 or the necessary quorum has not been obtained for such Special Meeting, or if other matters arise requiring shareholder attention, the persons named as proxies on the enclosed proxy cardProxy Cards may propose one or more adjournments of the Joint AnnualFirst Meeting or Second Meeting or both Special Meetings (as applicable) to permit further solicitation. Any such adjournment will require approvalA Special Meeting may be adjourned by a majoritythe chairman of the votes validly cast on the mattermeeting whether or not a quorum is present. Any business that would have been transacted at the session of the Joint Annuala Special Meeting tomay be adjourned. When voting ontransacted at any adjourned meeting. If a proposed adjournment, the persons named as proxies will vote FOR the proposed adjournment all shares that they are entitled to votequorum is present at a Special Meeting with respect to each item, unless directedany one or more proposals, the chairman of the meeting may, but shall not be required to, cause a vote AGAINST an item, in which case such shares willto be voted AGAINST the proposed adjournmenttaken with respect to that item. A

shareholderany such proposal or proposals which vote maycan be taken on one or more items prior to suchcertified as final and effective notwithstanding the adjournment if sufficient votes have been received and it is otherwise appropriate. Abstentions and broker non-votes will be disregarded for purposes of voting on adjournment.

As of April 19, 2016, there were:

Shareholders of each Fund will be entitled to one vote for each share held. Only shareholders of record at the close of business on April 19, 2016, the record date, will be entitled to vote at the Joint Annual Meeting. As of March 31, 2016, the Trustees and officers of each Fund individually and as a group beneficially owned less than 1% of the outstanding voting securities of the Fund. To the best of each Fund's knowledge, based upon filings made with the SEC, as of April 13, 2016, the below persons or groups beneficially owned more than 5% of the voting securities of the Fund:

  *  Morgan Stanley and/or certain of its operating units (including Morgan Stanley Smith Barney LLC) have shared dispositive powerSpecial Meeting with respect to 3,565,032 shares and shared voting power with respect to 4,677,491 shares.any other proposal or proposals.

 **  First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation have shared dispositive power with respect to 1,583,591, 1,668,375, and 1,668,375 shares, respectively, and shared voting power with respect to 0, 84,784, and 84,784 shares, respectively.

  ***  Morgan Stanley and/or certain operating units (including Morgan Stanley Smith Barney LLC) have shared dispositive power with respect to 666,491 shares, sole voting power with respect to 902 shares and shared voting power with respect to 1,057,507.

  ****  Morgan Stanley and/or certain operating units (including Morgan Stanley Smith Barney LLC) have shared dispositive power with respect to 1,915,940 shares and shared voting power with respect to 2,680,439.

PROPOSALS FOR 20172024 ANNUAL MEETING

Shareholder proposals for each Fund's 2017 JointFund’s 2024 Annual Meeting must be received by U.S. mail, a private courier service, or hand delivery and be addressed to the Fund’s Secretary at the Fund'sFund’s executive offices at 100 Federal Street, 19th Floor, Boston, Massachusetts 02110 no later than January 1, 2017December 18, 2023 for inclusion in the Fund's 2017Fund’s 2024 proxy statement and form of proxy, unless the meeting date is more than 30 days before or after June 14, 2017,8, 2024, in which case the proposal must be submitted a reasonable time before the time the Fund begins to print and send its proxy materials for the 2017 annual meeting.2024 Annual Meeting. Submission of such proposals does not insureensure that they will be included in the Fund's 2017Fund’s 2024 proxy statement or submitted for a vote at the Fund's 2017 annual meeting.

Fund’s 2024 Annual Meeting. In addition, shareholder proposals for each Fund's 2017 annual meeting of shareholdersFund’s 2024 Annual Meeting (other than proposals submitted for inclusion in the Fund's 2017Fund’s 2024 proxy statement) must be submitted to the Fund'sFund’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

Each FundGENERAL

Tekla and abrdn Inc. will pay the cost of preparing, printing and mailing the enclosed proxy card(s)Proxy Cards 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. In addition, certain officers of the FundFunds and certain employees of the Adviser,Tekla, 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 each Fund. Each 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".“householding.” Under this practice, only one Joint Proxy Statement may be delivered to multiple shareholders who share the same address and satisfy other conditions. Each 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 FundFunds 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 JUNEAUGUST 14, 20162023

The Joint Proxy Statement for the Joint Annual MeetingSpecial Meetings of Shareholders of TeklaHQH, HQL, THQ and THW and forms of proxy cards are available at www.OkapiPartners.com/TeklaSpecial.

TEKLA HEALTHCARE INVESTORS

TEKLA LIFE SCIENCES INVESTORS

TEKLA HEALTHCARE OPPORTUNITIES FUND

TEKLA WORLD HEALTHCARE FUND

[ ], 2023

EXHIBIT A

FORM OF NEW INVESTMENT ADVISORY AGREEMENTS

ABRDN HEALTHCARE INVESTORS

INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT, dated as of [ ], 20[ ] between ABRDN HEALTHCARE INVESTORS (FORMERLY, TEKLA HEALTHCARE INVESTORS), a Massachusetts business trust (the “Fund”), and ABRDN INC., a Delaware corporation (the “Investment Adviser”),

W I T N E S S E T H:

That in consideration of the mutual covenants herein contained, it is agreed as follows:

1.Services To Be Rendered by the Investment Adviser to the Fund.

Subject to the supervision and direction of the Board of Trustees of the Fund, the Investment Adviser will:

a.          act in strict conformity with the Fund’s Declaration of Trust, the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940, as the same may from time to time be amended;

b.          manage the portfolio in accordance with the Fund’s investment objective and policies as stated in the Fund’s Prospectus;

c.          make investment decisions for the Fund;

d.          place purchase and sale orders for portfolio transactions for the Fund;

e.          supply the Fund with office facilities (which may be in the Investment Adviser’s own offices), statistical and research data, data processing services, clerical, internal executive and administrative services, and stationery and office supplies;

f.           supply or direct and supervise a third party administrator and/or custodian in the provision to the Fund of accounting and bookkeeping services, the calculation of the net asset value of shares of the Fund, and the management of the Fund’s administrative affairs; and

g.          prepare or supervise and direct a third party administrator and/or custodian in the preparation of reports to shareholders of the Fund, tax returns and reports to and filings with the Securities and Exchange Commission (“SEC”) and state Blue Sky authorities.

In providing these services, the Investment Adviser will provide investment research and supervision of the Fund’s investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund’s assets.  In addition, the Investment Adviser will furnish the Fund with whatever statistical information the Fund may reasonably request with respect to the securities that the Fund may hold or contemplate purchasing.

2.Brokerage.

In executing transactions for the Fund and selecting brokers or dealers (which brokers or dealers may include any affiliate of the Investment Adviser to the extent permitted by the 1940 Act) the Investment Adviser will use its best efforts to obtain the best price and execution for the Fund.  In assessing the best price and execution available for any portfolio transaction, the Investment Adviser will consider all factors it deems relevant

including, but not limited to, price (including any applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm involved and the firm’s risk in positioning a block of securities.  In selecting brokers or dealers to execute a particular transaction and in evaluating the best price and execution available, the Investment Adviser may consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) provided to the Fund and/or other accounts over which the Investment Adviser exercises investment discretion.  It is understood that such services may be useful to the Investment Adviser in connection with its services to other clients.

On occasions when the Investment Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Investment Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution.  In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Investment Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

3.Other Agreements; Use of Name, Etc.

It is understood that any of the shareholders, Trustees, officers, agents and employees of the Fund may be a shareholder, director, officer, agent or employee of or be otherwise interested in the Investment Adviser and in any affiliate thereof with the Investment Adviser and that the Investment Adviser and any affiliate thereof with the Investment Adviser may have an interest in the Fund.  It is also understood that the Investment Adviser and persons affiliated with the Investment Adviser have and may have advisory, management, service or other contracts with other organizations and persons, and may have other interests and businesses and that the Fund shall have no interest in the profits or opportunities derived from the same, that the Investment Adviser may give advice and take action in the performance of its duties with respect to such other clients that may differ from advice given on the timing or nature of action taken with respect to the Fund.  Nothing in this Agreement shall be deemed to confer upon the Investment Adviser any obligation to acquire for the account of the Fund a position in any security that the Investment Adviser or any affiliate thereof may acquire for its own account or for the account of any other client, if in the sole and absolute discretion of the Investment Adviser it is not for any reason practical or desirable to acquire a position in such security for the Fund’s account.

The Investment Adviser shall authorize and permit any of its officers, directors and employees who may be elected as Trustees or officers of the Fund to serve in the capacities in which they are elected.  Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such officers, directors or employees.

4.Compensation.

The Fund will pay to the Investment Adviser as compensation for the Investment Adviser’s services rendered a fee, computed monthly, equal when annualized to (1) 2.5% of the average net assets for such month of its venture capital and other restricted securities constituting up to 25% of net assets and (2) the percentage that corresponds to the fee table below of the average net assets for such month of all other assets (“Other Assets”); provided that in no event shall such monthly fee when annualized exceed 1.36% of the average net assets of the Fund for such month.

For purposes of this section, “average net assets” for any month shall be equal to the average of the net asset value of the appropriate assets at the last business day of such month and the net asset value of the appropriate assets at the last business day of the prior month.  In determining average net assets for purposes of clauses (1) and (2) above, liabilities and expenses of the Fund shall be allocated pro rata based on the ratio that the assets referred to in each clause bear to the total assets of the Fund.  Such fee shall be payable for each month within five business days after the end of such month.

For purposes of this Section 4, “venture capital and other restricted securities” shall be securities of issuers for which no market quotations are readily available and securities of companies for which market quotations are readily available but which are subject to legal or contractual restrictions on resale.  Securities of companies for which public information is available but as to sale of which the safe harbor provided by Rule 144(k) is not available shall be considered to be subject to legal or contractual restrictions on resale.

In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer and sale, the compensation due the Investment Adviser for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof.  In the event that the expenses of the Fund exceed any expense limitation which the Investment Adviser may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Investment Adviser may prescribe in such notice, the compensation due the Investment Adviser shall be reduced and if necessary the Investment Adviser shall assume expenses of the Fund, to the extent required by such expense limitation.  In no event shall the provisions of this Section 4 require the Investment Adviser to reduce its fee if not so required by an applicable statute or regulatory authority.

If the Investment Adviser shall serve for less than the whole of a month, the foregoing compensation shall be pro rated.

5.Expenses.

The Investment Adviser will bear all expenses in connection with the performance of its services under this Agreement, including compensation of and office space for officers and employees of the Fund connected with investment and economic research, trading and investment management of the Fund, as well as the fees of all Trustees of the Fund who are “affiliated persons” of the Investment Adviser, as that term is defined in the 1940 Act, or any of its “affiliated persons”.

The Fund shall pay (or, in the event that such expenses are paid by the Investment Adviser, shall reimburse the Investment Adviser for) all other expenses incurred in the organization and operation of the Fund including, among other things, expenses for legal and auditing services, costs of printing proxy statements, prospectuses, stock certificates and shareholder reports, charges of the custodian, any sub-custodian and transfer agent, expenses in connection with the Dividend Reinvestment and Cash Purchase Plan, SEC and Financial Industry Regulatory Authority (“FINRA”) fees, fees and expenses of the Trustees who are not “affiliated persons” of the Investment Adviser or any of its “affiliated persons”, accounting and valuation costs, administrator’s fees, membership fees in trade associations, fidelity bond coverage for the Fund’s officers and employees, errors and omissions insurance coverage for Trustees and officers, interest, brokerage costs, taxes, stock exchange listing fees and expenses, expenses of qualifying the Fund’s shares for sale in various states, expenses associated with personnel performing exclusively shareholder servicing functions, certain other organization expenses, litigation and other extraordinary or non-recurring expenses, and other expenses properly payable by the Fund.

6.Assignment Terminates This Agreement; Amendments of This Agreement.

This Agreement shall automatically terminate, without the payment of any penalty in the event of its assignment, and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by vote cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Investment Adviser.

7.Effective Period and Termination of This Agreement.

This Agreement shall become effective as of the date first written above and shall remain in full force and effect for an initial two-year term and continuously thereafter so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund.  This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment.

Either party hereto may at any time terminate this Agreement without the payment of any penalty by not less than thirty (30) days’ nor more than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party.  Action by the Fund to terminate this Agreement may be taken either by (i) vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund.

8.Certain Definitions.

For the purposes of this Agreement, the “affirmative vote of a majority of outstanding shares of the Fund” means the affirmative vote, at a duly called and held meeting of shareholders of the Fund, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Agreement, the terms “affiliated person”, “control”, “interested person” and “assignment” shall have their respective meanings as defined in the 1940 Act and the Rules and Regulations thereunder, subject, however to such exemptions as may be granted by the SEC under said Act; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the Rules and Regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Exchange Act and the Rules and Regulations thereunder.

9.Non-liability of the Investment Adviser.

The Investment Adviser shall not be held responsible for any loss incurred by any act or omission of any broker.  The Investment Adviser also shall not be liable to the Fund or to any shareholder of the Fund for any error or judgment or for any loss suffered by the Fund in connection with rendering services hereunder except (a) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or (b) a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser, or reckless disregard of its obligations and duties hereunder.  Subject to the foregoing, the Fund also shall indemnify the Investment Adviser, and any officer, director and employee thereof to the maximum extent permitted by Article V of the Fund’s Declaration of Trust.

10.Limitation of Liability of the Trustees and Shareholders.

A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

11.Furnishing of Materials.

During the term of this Agreement, the Fund agrees to furnish the Investment Adviser at its principal executive office all prospectuses, proxy statements, report to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Investment Adviser in any way, prior to use thereof and not to use such material if the Investment Adviser reasonably objects in writing within five

business days (or such other time as may be mutually agreed) after receipt thereof.  In the event of termination of this Agreement, the Fund will continue to furnish to the Investment Adviser copies of any of the above-mentioned materials which refer in any way to the Investment Adviser.  The Fund shall furnish or otherwise make available to the Investment Adviser such other information relating to the business affairs of the Fund as the Investment Adviser at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

12.Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

[Remainder of page intentionally left blank]

N WITNESS WHEREOF, abrdn Healthcare Investors Teklaand the Investment Adviser have each caused this instrument to be signed in duplicate on its behalf by its President or other officer thereunto duly authorized, all as of the date first hereinabove written.

ABRDN LIFE SCIENCES INVESTORS

INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT, dated as of [ ], 20[ ] between ABRDN LIFE SCIENCES INVESTORS (formerly, TEKLA LIFE SCIENCES INVESTORS), a Massachusetts business trust (the “Fund”), and ABRDN INC., a Delaware corporation (the “Investment Adviser”),

W I T N E S S E T H:

That in consideration of the mutual covenants herein contained, it is agreed as follows:

1.            Services To Be Rendered by the Investment Adviser to the Fund.

Subject to the supervision and direction of the Board of Trustees of the Fund, the Investment Adviser will:

a.          act in strict conformity with the Fund’s Declaration of Trust, the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940, as the same may from time to time be amended;

b.          manage the portfolio in accordance with the Fund’s investment objective and policies as stated in the Fund’s Prospectus;

c.          make investment decisions for the Fund;

d.          place purchase and sale orders for portfolio transactions for the Fund;

e.          supply the Fund with office facilities (which may be in the Investment Adviser’s own offices), statistical and research data, data processing services, clerical, internal executive and administrative services, and stationery and office supplies;

f.           supply or direct and supervise a third party administrator and/or custodian in the provision to the Fund of accounting and bookkeeping services, the calculation of the net asset value of shares of the Fund, and the management of the Fund’s administrative affairs; and

g.          prepare or supervise and direct a third party administrator and/or custodian in the preparation of reports to shareholders of the Fund, tax returns and reports to and filings with the Securities and Exchange Commission (“SEC”) and state Blue Sky authorities.

In providing these services, the Investment Adviser will provide investment research and supervision of the Fund’s investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund’s assets.  In addition, the Investment Adviser will furnish the Fund with whatever statistical information the Fund may reasonably request with respect to the securities that the Fund may hold or contemplate purchasing.

2.             Brokerage.

In executing transactions for the Fund and selecting brokers or dealers (which brokers or dealers may include any affiliate of the Investment Adviser to the extent permitted by the 1940 Act) the Investment Adviser will use its best efforts to obtain the best price and execution for the Fund.  In assessing the best price and execution available for any portfolio transaction, the Investment Adviser will consider all factors it deems relevant including, but not limited to, price (including any applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm involved and the firm’s risk in positioning a block of securities.  In selecting brokers or dealers to execute a particular transaction and in evaluating the best price and execution available, the Investment Adviser may consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) provided to the Fund and/or other accounts over which the Investment Adviser exercises investment discretion.  It is

understood that such services may be useful to the Investment Adviser in connection with its services to other clients.

On occasions when the Investment Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Investment Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution.  In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Investment Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

3.             Other Agreements; Use of Name, Etc.

It is understood that any of the shareholders, Trustees, officers, agents and employees of the Fund may be a shareholder, director, officer, agent or employee of or be otherwise interested in the Investment Adviser and in any affiliate thereof with the Investment Adviser and that the Investment Adviser and any affiliate thereof with the Investment Adviser may have an interest in the Fund.  It is also understood that the Investment Adviser and persons affiliated with the Investment Adviser have and may have advisory, management, service or other contracts with other organizations and persons, and may have other interests and businesses and that the Fund shall have no interest in the profits or opportunities derived from the same, that the Investment Adviser may give advice and take action in the performance of its duties with respect to such other clients that may differ from advice given on the timing or nature of action taken with respect to the Fund.  Nothing in this Agreement shall be deemed to confer upon the Investment Adviser any obligation to acquire for the account of the Fund a position in any security that the Investment Adviser or any affiliate thereof may acquire for its own account or for the account of any other client, if in the sole and absolute discretion of the Investment Adviser it is not for any reason practical or desirable to acquire a position in such security for the Fund’s account.

The Investment Adviser shall authorize and permit any of its officers, directors and employees who may be elected as Trustees or officers of the Fund to serve in the capacities in which they are elected.  Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such officers, directors or employees.

4.             Compensation.

The Fund will pay to the Investment Adviser as compensation for the Investment Adviser’s services rendered a fee, computed monthly, equal when annualized to (1) 2.5% of the average net assets for such month of its venture capital and other restricted securities constituting up to 25% of net assets and (2) the percentage that corresponds to the fee table below of the average net assets for such month of all other assets (“Other Assets”); provided that in no event shall such monthly fee when annualized exceed 1.36% of the average net assets of the Fund for such month.

For purposes of this section, “average net assets” for any month shall be equal to the average of the net asset value of the appropriate assets at the last business day of such month and the net asset value of the appropriate assets at the last business day of the prior month.  In determining average net assets for purposes of clauses (1) and (2) above, liabilities and expenses of the Fund shall be allocated pro rata based on the ratio that the assets referred to in each clause bear to the total assets of the Fund.  Such fee shall be payable for each month within five business days after the end of such month.

For purposes of this Section 4, “venture capital and other restricted securities” shall be securities of issuers for which no market quotations are readily available and securities of companies for which market quotations are readily available but which are subject to legal or contractual restrictions on resale.  Securities of companies for which public information is available but as to sale of which the safe harbor provided by Rule 144(k) is not available shall be considered to be subject to legal or contractual restrictions on resale.

In the event that expenses of the Fund for any fiscal year should exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer and sale, the compensation due the Investment Adviser for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof.  In the event that the expenses of the Fund exceed any expense limitation which the Investment Adviser may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Investment Adviser may prescribe in such notice, the compensation due the Investment Adviser shall be reduced and if necessary the Investment Adviser shall assume expenses of the Fund, to the extent required by such expense limitation.  In no event shall the provisions of this Section 4 require the Investment Adviser to reduce its fee if not so required by an applicable statute or regulatory authority.

If the Investment Adviser shall serve for less than the whole of a month, the foregoing compensation shall be pro rated.

5.             Expenses.

The Investment Adviser will bear all expenses in connection with the performance of its services under this Agreement, including compensation of and office space for officers and employees of the Fund connected with investment and economic research, trading and investment management of the Fund, as well as the fees of all Trustees of the Fund who are “affiliated persons” of the Investment Adviser, as that term is defined in the 1940 Act, or any of its “affiliated persons”.

The Fund shall pay (or, in the event that such expenses are paid by the Investment Adviser, shall reimburse the Investment Adviser for) all other expenses incurred in the organization and operation of the Fund including, among other things, expenses for legal and auditing services, costs of printing proxy statements, prospectuses, stock certificates and shareholder reports, charges of the custodian, any sub-custodian and transfer agent, expenses in connection with the Dividend Reinvestment and Cash Purchase Plan, SEC and Financial Industry Regulatory Authority (“FINRA”) fees, fees and expenses of the Trustees who are not “affiliated persons” of the Investment Adviser or any of its “affiliated persons”, accounting and valuation costs, administrator’s fees, membership fees in trade associations, fidelity bond coverage for the Fund’s officers and employees, errors and omissions insurance coverage for Trustees and officers, interest, brokerage costs, taxes, stock exchange listing fees and expenses, expenses of qualifying the Fund’s shares for sale in various states, expenses associated with personnel performing exclusively shareholder servicing functions, certain other organization expenses, litigation and other extraordinary or non-recurring expenses, and other expenses properly payable by the Fund.

6.             Assignment Terminates This Agreement; Amendments of This Agreement.

This Agreement shall automatically terminate, without the payment of any penalty in the event of its assignment, and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by vote cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Investment Adviser.

7.             Effective Period and Termination of This Agreement.

This Agreement shall become effective as of the date first written above and shall remain in full force and effect for an initial two-year term and continuously thereafter so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by

the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund.  This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment.

Either party hereto may at any time terminate this Agreement without the payment of any penalty by not less than thirty (30) days’ nor more than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party.  Action by the Fund to terminate this Agreement may be taken either by (i) vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund.

8.             Certain Definitions.

For the purposes of this Agreement, the “affirmative vote of a majority of outstanding shares of the Fund” means the affirmative vote, at a duly called and held meeting of shareholders of the Fund, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Agreement, the terms “affiliated person”, “control”, “interested person” and “assignment” shall have their respective meanings as defined in the 1940 Act and the Rules and Regulations thereunder, subject, however to such exemptions as may be granted by the SEC under said Act; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the Rules and Regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Exchange Act and the Rules and Regulations thereunder.

9.             Non-liability of the Investment Adviser.

The Investment Adviser shall not be held responsible for any loss incurred by any act or omission of any broker.  The Investment Adviser also shall not be liable to the Fund or to any shareholder of the Fund for any error or judgment or for any loss suffered by the Fund in connection with rendering services hereunder except (a) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or (b) a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser, or reckless disregard of its obligations and duties hereunder.  Subject to the foregoing, the Fund also shall indemnify the Investment Adviser, and any officer, director and employee thereof to the maximum extent permitted by Article V of the Fund’s Declaration of Trust.

10.          Limitation of Liability of the Trustees and Shareholders.

A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

11.          Furnishing of Materials.

During the term of this Agreement, the Fund agrees to furnish the Investment Adviser at its principal executive office all prospectuses, proxy statements, report to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Investment Adviser in any way, prior to use thereof and not to use such material if the Investment Adviser reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof.  In the event of termination of this Agreement, the Fund will continue to furnish to the Investment Adviser copies of any of the above-mentioned materials which refer in any way to the Investment Adviser.  The Fund shall furnish or otherwise make available to the Investment Adviser such other information relating to the business affairs of the Fund as the Investment Adviser at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

12.          Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, abrdn Life Sciences Investors Teklaand the Investment Adviser have each caused this instrument to be signed in duplicate on its behalf by its President or other officer thereunto duly authorized, all as of the date first hereinabove written.

ABRDN HEALTHCARE OPPORTUNITIES FUND

INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT, dated as of [  ], 20[ ] between ABRDN HEALTHCARE OPPORTUNITIES FUND, a Massachusetts business trust (the “Fund”), and ABRDN INC., a Delaware corporation (the “Investment Adviser”),

W I T N E S S E T H:

That in consideration of the mutual covenants herein contained, it is agreed as follows:

1.Services To Be Rendered by the Investment Adviser to the Fund.

Subject to the supervision and direction of the Board of Trustees of the Fund, the Investment Adviser will:

a.          act in strict conformity with the Fund’s Declaration of Trust, the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940, as the same may from time to time be amended

b.          manage the portfolio in accordance with the Fund’s investment objective and policies as stated in the Fund’s Prospectus;

c.           make investment decisions for the Fund;

d.          place purchase and sale orders for portfolio transactions for the Fund;

e.          supply the Fund with office facilities (which may be in the Investment Adviser’s own offices), statistical and research data, data processing services, clerical, internal executive and administrative services, and stationery and office supplies;

f.           supply or direct and supervise a third party administrator and/or custodian in the provision to the Fund of accounting and bookkeeping services, the calculation of the net asset value of shares of the Fund, and the management of the Fund’s administrative affairs; and

g.          prepare or supervise and direct a third party administrator and/or custodian in the preparation of reports to shareholders of the Fund, tax returns and reports to and filings with the Securities and Exchange Commission (“SEC”) and state Blue Sky authorities.

In providing these services, the Investment Adviser will provide investment research and supervision of the Fund’s investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund’s assets. In addition, the Investment Adviser will furnish the Fund with whatever statistical information the Fund may reasonably request with respect to the securities that the Fund may hold or contemplate purchasing.

2.Brokerage.

In executing transactions for the Fund and selecting brokers or dealers (which brokers or dealers may include any affiliate of the Investment Adviser to the extent permitted by the 1940 Act) the Investment Adviser will use its best efforts to obtain the best price and execution for the Fund. In assessing the best price and execution available for any portfolio transaction, the Investment Adviser will consider all factors it deems relevant including, but not limited to, price (including any applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm involved and the firm’s risk in positioning a block of securities. In selecting brokers or dealers to execute a particular transaction and in evaluating the best price and execution available, the Investment Adviser may consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) provided to the Fund and/or other

accounts over which the Investment Adviser exercises investment discretion. It is understood that such services may be useful to the Investment Adviser in connection with its services to other clients.

On occasions when the Investment Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Investment Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Investment Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

3.Other Agreements; Use of Name Etc.

It is understood that any of the shareholders, Trustees, officers, agents and employees of the Fund may be a shareholder, director, officer, agent or employee of or be otherwise interested in the Investment Adviser and in any affiliate thereof with the Investment Adviser and that the Investment Adviser and any affiliate thereof with the Investment Adviser may have an interest in the Fund. It is also understood that the Investment Adviser and persons affiliated with the Investment Adviser have and may have advisory, management, service or other contracts with other organizations and persons, and may have other interests and businesses and that the Fund shall have no interest in the profits or opportunities derived from the same, that the Investment Adviser may give advice and take action in the performance of its duties with respect to such other clients that may differ from advice given on the timing or nature of action taken with respect to the Fund. Nothing in this Agreement shall be deemed to confer upon the Investment Adviser any obligation to acquire for the account of the Fund a position in any security that the Investment Adviser or any affiliate thereof may acquire for its own account or for the account of any other client, if in the sole and absolute discretion of the Investment Adviser it is not for any reason practical or desirable to acquire a position in such security for the Fund’s account.

The Investment Adviser shall authorize and permit any of its officers, directors and employees who may be elected as Trustees or officers of the Fund to serve in the capacities in which they are elected. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such officers, directors or employees.

4.Compensation.

The Fund will pay to the Investment Adviser as compensation for the Investment Adviser’s services rendered a fee, computed and payable monthly, equal when annualized to 1.00% of the average daily value of the Trust’s managed assets.  For purposes of this section, “managed assets” for any month shall be equal to the total assets of the Fund (including any assets attributable to borrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilities representing borrowings for investment purposes).  Borrowings for investment purposes include any form or combination of financial leverage instruments, such as borrowings from banks or other financial institutions (i.e., a credit facility), margin facilities, the issuance of preferred shares or notes and leverage attributable to reverse repurchase agreements, dollar rolls or similar transactions.  Such fee shall be payable for each month within five business days after the end of such month.

In the event that the expenses of the Fund exceed any expense limitation which the Investment Adviser may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Investment Adviser may prescribe in such notice, the compensation due the Investment Adviser shall be reduced and if necessary the Investment Adviser shall assume expenses of the Fund, to the extent required by such expense limitation.

If the Investment Adviser shall serve for less than the whole of a month, the foregoing compensation shall be pro rated.

5.Expenses.

The Investment Adviser will bear all expenses in connection with the performance of its services under this Agreement, including compensation of and office space for officers and employees of the Fund connected with investment and economic research, trading and investment management of the Fund, as well as the fees of all Trustees of the Fund who are “affiliated persons” of the Investment Adviser, as that term is defined in the 1940 Act, or any of its “affiliated persons”.

The Fund shall pay (or, in the event that such expenses are paid by the Investment Adviser, shall reimburse the Investment Adviser for) all other expenses incurred in the operation of the Fund including, among other things, expenses for legal and auditing services, costs of printing proxy statements, prospectuses, stock certificates and shareholder reports, charges of the custodian, any sub-custodian and transfer agent, expenses in connection with the Dividend Reinvestment and Stock Purchase Plan, SEC and Financial Industry Regulatory Authority (“FINRA”) fees, fees and expenses of the Trustees who are not “affiliated persons” of the Investment Adviser or any of its “affiliated persons”, accounting and valuation costs, administrator’s fees, membership fees in trade associations, fidelity bond coverage for the Fund’s officers and employees, errors and omissions insurance coverage for Trustees and officers, interest, brokerage costs, taxes, stock exchange listing fees and expenses, expenses of qualifying the Fund’s shares for sale in various states, expenses associated with personnel performing exclusively shareholder servicing functions, litigation and other extraordinary or non-recurring expenses, and other expenses properly payable by the Fund.

6.Amendments of This Agreement.

This Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by vote cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Investment Adviser.

7.Effective Period and Termination of This Agreement.

This Agreement shall become effective as of the date first written above and shall remain in full force and effect for an initial two-year term and continuously thereafter so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund.  This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment.

Either party hereto may at any time terminate this Agreement without the payment of any penalty by not less than thirty (30) days’ nor more than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party.  Action by the Fund to terminate this Agreement may be taken either by (i) vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund.

8.Certain Definitions.

For the purposes of this Agreement, the “affirmative vote of a majority of outstanding shares of the Fund” means the affirmative vote, at a duly called and held meeting of shareholders of the Fund, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Agreement, the terms “affiliated person”, “control”, “interested person” and “assignment” shall have their respective meanings as defined in the 1940 Act and the Rules and Regulations thereunder, subject, however to such exemptions as may be granted by the SEC under said Act; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the

Rules and Regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Exchange Act and the Rules and Regulations thereunder.

9.Non-Liability of the Investment Adviser.

The Investment Adviser shall not be held responsible for any loss incurred by any act or omission of any broker. The Investment Adviser also shall not be liable to the Fund or to any shareholder of the Fund for any error or judgment or for any loss suffered by the Fund in connection with rendering services hereunder except (a) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or (b) a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser, or reckless disregard of its obligations and duties hereunder. Subject to the foregoing, the Fund also shall indemnify the Investment Adviser, and any officer, director and employee thereof to the maximum extent permitted by Article V of the Fund’s Declaration of Trust.

10.Limitation of Liability of the Trustees and Shareholders.

A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

11.Furnishing of Materials.

During the term of this Agreement, the Fund agrees to furnish the Investment Adviser at its principal executive office all prospectuses, proxy statements, report to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Investment Adviser in any way, prior to use thereof and not to use such material if the Investment Adviser reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, the Fund will continue to furnish to the Investment Adviser copies of any of the above-mentioned materials which refer in any way to the Investment Adviser. The Fund shall furnish or otherwise make available to the Investment Adviser such other information relating to the business affairs of the Fund as the Investment Adviser at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

12.Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, abrdn Healthcare Opportunities Fund and Teklathe Investment Adviser have each caused this instrument to be signed in duplicate on its behalf by its President or other officer thereunto duly authorized, all as of the date first hereinabove written.

ABRDN WORLD HEALTHCARE FUND

INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT, dated as of [  ], 20[ ] between ABRDN WORLD HEALTHCARE FUND, a Massachusetts business trust (the “Fund”), and ABRDN INC., a Delaware corporation (the “Investment Adviser”),

W I T N E S S E T H:

That in consideration of the mutual covenants herein contained, it is agreed as follows:

1.Services To Be Rendered by the Investment Adviser to the Fund.

Subject to the supervision and direction of the Board of Trustees of the Fund, the Investment Adviser will:

a.          act in strict conformity with the Fund’s Declaration of Trust, the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940, as the same may from time to time be amended

b.          manage the portfolio in accordance with the Fund’s investment objective and policies as stated in the Fund’s Prospectus;

c.           make investment decisions for the Fund;

d.          place purchase and sale orders for portfolio transactions for the Fund;

e.           supply the Fund with office facilities (which may be in the Investment Adviser’s own offices), statistical and research data, data processing services, clerical, internal executive and administrative services, and stationery and office supplies;

f.            supply or direct and supervise a third party administrator and/or custodian in the provision to the Fund of accounting and bookkeeping services, the calculation of the net asset value of shares of the Fund, and the management of the Fund’s administrative affairs; and

g.           prepare or supervise and direct a third party administrator and/or custodian in the preparation of reports to shareholders of the Fund, tax returns and reports to and filings with the Securities and Exchange Commission (“SEC”) and state Blue Sky authorities.

In providing these services, the Investment Adviser will provide investment research and supervision of the Fund’s investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund’s assets. In addition, the Investment Adviser will furnish the Fund with whatever statistical information the Fund may reasonably request with respect to the securities that the Fund may hold or contemplate purchasing.

2.Brokerage.

In executing transactions for the Fund and selecting brokers or dealers (which brokers or dealers may include any affiliate of the Investment Adviser to the extent permitted by the 1940 Act) the Investment Adviser will use its best efforts to obtain the best price and execution for the Fund. In assessing the best price and execution available for any portfolio transaction, the Investment Adviser will consider all factors it deems relevant including, but not limited to, price (including any applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm involved and the firm’s risk in positioning a block of securities. In selecting brokers or dealers to execute a particular transaction and in evaluating the best price and execution available, the Investment Adviser may consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) provided to the Fund and/or other

accounts over which the Investment Adviser exercises investment discretion. It is understood that such services may be useful to the Investment Adviser in connection with its services to other clients.

On occasions when the Investment Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Investment Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Investment Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

3.Other Agreements; Use of Name Etc.

It is understood that any of the shareholders, Trustees, officers, agents and employees of the Fund may be a shareholder, director, officer, agent or employee of or be otherwise interested in the Investment Adviser and in any affiliate thereof with the Investment Adviser and that the Investment Adviser and any affiliate thereof with the Investment Adviser may have an interest in the Fund. It is also understood that the Investment Adviser and persons affiliated with the Investment Adviser have and may have advisory, management, service or other contracts with other organizations and persons, and may have other interests and businesses and that the Fund shall have no interest in the profits or opportunities derived from the same, that the Investment Adviser may give advice and take action in the performance of its duties with respect to such other clients that may differ from advice given on the timing or nature of action taken with respect to the Fund. Nothing in this Agreement shall be deemed to confer upon the Investment Adviser any obligation to acquire for the account of the Fund a position in any security that the Investment Adviser or any affiliate thereof may acquire for its own account or for the account of any other client, if in the sole and absolute discretion of the Investment Adviser it is not for any reason practical or desirable to acquire a position in such security for the Fund’s account.

The Investment Adviser shall authorize and permit any of its officers, directors and employees who may be elected as Trustees or officers of the Fund to serve in the capacities in which they are elected. Services to be furnished by the Investment Adviser under this Agreement may be furnished through the medium of any of such officers, directors or employees.

4.Compensation.

The Fund will pay to the Investment Adviser as compensation for the Investment Adviser’s services rendered a fee, computed and payable monthly, equal when annualized to 1.00% of the average daily value of the Trust’s managed assets.  For purposes of this section, “managed assets” for any month shall be equal to the total assets of the Fund (including any assets attributable to borrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilities representing borrowings for investment purposes).  Borrowings for investment purposes include any form or combination of financial leverage instruments, such as borrowings from banks or other financial institutions (i.e., a credit facility), margin facilities, the issuance of preferred shares or notes and leverage attributable to reverse repurchase agreements, dollar rolls or similar transactions.  Such fee shall be payable for each month within five business days after the end of such month.

In the event that the expenses of the Fund exceed any expense limitation which the Investment Adviser may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Investment Adviser may prescribe in such notice, the compensation due the Investment Adviser shall be reduced and if necessary the Investment Adviser shall assume expenses of the Fund, to the extent required by such expense limitation.

If the Investment Adviser shall serve for less than the whole of a month, the foregoing compensation shall be pro rated.

5.Expenses.

The Investment Adviser will bear all expenses in connection with the performance of its services under this Agreement, including compensation of and office space for officers and employees of the Fund connected with investment and economic research, trading and investment management of the Fund, as well as the fees of all Trustees of the Fund who are “affiliated persons” of the Investment Adviser, as that term is defined in the 1940 Act, or any of its “affiliated persons”.

The Fund shall pay (or, in the event that such expenses are paid by the Investment Adviser, shall reimburse the Investment Adviser for) all other expenses incurred in the operation of the Fund including, among other things, expenses for legal and auditing services, costs of printing proxy statements, prospectuses, stock certificates and shareholder reports, charges of the custodian, any sub-custodian and transfer agent, expenses in connection with the Dividend Reinvestment and Stock Purchase Plan, SEC and Financial Industry Regulatory Authority (“FINRA”) fees, fees and expenses of the Trustees who are not “affiliated persons” of the Investment Adviser or any of its “affiliated persons”, accounting and valuation costs, administrator’s fees, membership fees in trade associations, fidelity bond coverage for the Fund’s officers and employees, errors and omissions insurance coverage for Trustees and officers, interest, brokerage costs, taxes, stock exchange listing fees and expenses, expenses of qualifying the Fund’s shares for sale in various states, expenses associated with personnel performing exclusively shareholder servicing functions, litigation and other extraordinary or non-recurring expenses, and other expenses properly payable by the Fund.

6.Amendments of This Agreement.

This Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by vote cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Investment Adviser.

7.Effective Period and Termination of This Agreement.

This Agreement shall become effective as of the date first written above and shall remain in full force and effect for an initial two-year term and continuously thereafter so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund.  This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment.

Either party hereto may at any time terminate this Agreement without the payment of any penalty by not less than thirty (30) days’ nor more than sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party.  Action by the Fund to terminate this Agreement may be taken either by (i) vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund.

8.Certain Definitions.

For the purposes of this Agreement, the “affirmative vote of a majority of outstanding shares of the Fund” means the affirmative vote, at a duly called and held meeting of shareholders of the Fund, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Agreement, the terms “affiliated person”, “control”, “interested person” and “assignment” shall have their respective meanings as defined in the 1940 Act and the Rules and Regulations thereunder, subject, however to such exemptions as may be granted by the SEC under said Act; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the

Rules and Regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Exchange Act and the Rules and Regulations thereunder.

9.Non-Liability of the Investment Adviser.

The Investment Adviser shall not be held responsible for any loss incurred by any act or omission of any broker. The Investment Adviser also shall not be liable to the Fund or to any shareholder of the Fund for any error or judgment or for any loss suffered by the Fund in connection with rendering services hereunder except (a) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or (b) a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment Adviser, or reckless disregard of its obligations and duties hereunder. Subject to the foregoing, the Fund also shall indemnify the Investment Adviser, and any officer, director and employee thereof to the maximum extent permitted by Article V of the Fund’s Declaration of Trust.

10.Limitation of Liability of the Trustees and Shareholders.

A copy of the Declaration of Trust of the Fund is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

11.Furnishing of Materials.

During the term of this Agreement, the Fund agrees to furnish the Investment Adviser at its principal executive office all prospectuses, proxy statements, report to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Investment Adviser in any way, prior to use thereof and not to use such material if the Investment Adviser reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, the Fund will continue to furnish to the Investment Adviser copies of any of the above-mentioned materials which refer in any way to the Investment Adviser. The Fund shall furnish or otherwise make available to the Investment Adviser such other information relating to the business affairs of the Fund as the Investment Adviser at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

12.Governing Law; No Third-Party Beneficiaries.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. There are no third-party beneficiaries of this Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, abrdn World Healthcare Fund and formthe Investment Adviser have each caused this instrument to be signed in duplicate on its behalf by its President or other officer thereunto duly authorized, all as of proxythe date first hereinabove written.

SCHEDULE 1

OUTSTANDING SHARES AS OF RECORD DATE (JUNE 16, 2023)

As of June 16, 2023 there were: