N-CSRS 1 a17-11960_2ncsrs.htm N-CSRS

 

 

 

OMB APPROVAL

 

 

OMB Number:

3235-0570

 

 

Expires:

June 30, 2017

 

UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-06565

 

Tekla Life Sciences Investors

(Exact name of registrant as specified in charter)

 

100 Federal Street, 19th Floor, Boston, MA

 

02110

(Address of principal executive offices)

 

(Zip code)

 

 

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

617-772-8500

 

 

Date of fiscal year end:

September 30

 

 

Date of reporting period:

October 1, 2016 to March 31, 2017

 

 



 

ITEM 1. REPORTS TO STOCKHOLDERS.

 



TEKLA LIFE SCIENCES INVESTORS

Semiannual Report

March 31, 2017

(Unaudited)



TEKLA LIFE SCIENCES INVESTORS

Distribution policy: The Fund has implemented a managed distribution policy (the Policy) that provides for quarterly distributions at a rate set by the Board of Trustees. Under the current Policy, the Fund intends to make quarterly distributions at a rate of 2% of the Fund's net assets to shareholders of record. The Policy would result in a return of capital to shareholders if the amount of the distribution exceeds the Fund's net investment income and realized capital gains. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund's investment performance and should not be confused with "yield" or "income."

The amounts and sources of distributions reported in the Fund's notices pursuant to Section 19(a) of the Investment Company Act of 1940 are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund's investment experience during its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that tells you how to report distributions for federal income tax purposes.

You should not draw any conclusions about the Fund's investment performance from the amount of distributions pursuant to the Policy or from the terms of the Policy. The Policy has been established by the Trustees and may be changed or terminated by them without shareholder approval. The Trustees regularly review the Policy and the frequency and rate of distributions considering the purpose and effect of the Policy, the financial market environment, and the Fund's income, capital gains and capital available to pay distributions. The suspension or termination of the Policy could have the effect of creating a trading discount or widening an existing trading discount. At this time there are no reasonably foreseeable circumstances that might cause the Trustees to terminate the Policy.

Consider these risks before investing: As with any investment company that invests in equity securities, the Fund is subject to market risk—the possibility that the prices of equity securities will decline over short or extended periods of time. As a result, the value of an investment in the Fund's shares will fluctuate with the market generally and market sectors in particular. You could lose money over short or long periods of time. Political and economic news can influence market-wide trends and can cause disruptions in the U.S. or world financial markets. Other factors may be ignored by the market as a whole but may cause movements in the price of one company's stock or the stock of companies in one or more industries. All of these factors may have a greater impact on initial public offerings and emerging company shares. Different types of equity securities tend to shift into and out of favor with investors, depending on market and economic conditions. The performance of funds that invest in equity securities of Healthcare Companies may at times be better or worse than the performance of funds that focus on other types of securities or that have a broader investment style.




TEKLA LIFE SCIENCES INVESTORS

Dear Shareholders,

Dating back to the early 1980's, many of us in the drug development world have felt that we have been in the midst of a revolution in the discovery, development and use of a new generation of medicinal products. It had only been in the 1970s that key cloning and similar techniques were developed that allowed the subsequent creation of biological and antibody based products capable of dramatically changing the nature of drug therapy. These new technologies were seen as having the potential to cure numerous diseases or improve the quality and extent of life for many individuals with a myriad of diseases. This prophecy has come to pass. There are few who would say that the world has not materially benefitted from biotechnology or genomic technologies since their late twentieth century advent. Nearly every drug discovery and development effort in academics, in government, and in the private sector uses and benefits from these technologies. In the last 30 or so years we have seen the creation of new medical therapies that have saved or extended lives and/or have turned otherwise lethal conditions into manageable situations. This has been most obvious to us in the areas of cancer and rare diseases, but is evident in nearly every area of medicine.

Progress, however, has not always been smooth or straight upwards to inevitable success. The 80's saw the development of many drugs which replaced proteins/enzymes that were deficient in patients with diseases such as diabetes or conditions such as anemia; but in this period, we also experienced tough economic times which slowed progress. The development of antibody based products, a remarkably effective approach to drug development, became common after approval of the first such product in 1986. And the genomic age began. While there were many other positive developments, the 90's ended with just a handful of profitable biotech companies but also with the creation of a spate of Initial Public Offerings (IPOs), that augured a new generation of biotech/pharma developments, many based on the promise of genomics that would further change the pace and nature of new medical product development. Some of these companies have gone on to do great things; others though were more speculative and were slow to reach their potential or did not get there at all. During this period of great success, the biotech industry also faced challenges. For example, the U.S. President and the UK Prime Minister suggested in the 2000 timeframe that maybe we didn't need traditional patent protection for novel inventions. This has been thought by some as being a cause of the 70% drawdown of the


1



biotech sector in the early part of the twenty-first century. The sector rebounded a bit in the mid-2000s but was heartily challenged, as was the entire U.S. economy, by the Great Recession of the 2008-9 timeframe.

Since its 2009 nadir, the biotech and healthcare sectors have rebounded impressively. Returns through mid-2015 were notable, with the biotech and healthcare sectors each substantively outperforming the broad S&P 500® Index* ("SPX") as a host of new and novel products may came to market. These successes spawned a second large group of IPOs that funded a wave of biotech and other healthcare companies poised to develop new and notable products in the areas of immuno-oncology, orphan diseases, antibiotics, gene therapy, gene editing and a host of other scientific areas.

Having said this, after reaching a mid-year 2015 high nearly 400% above its 2009 low point, the biotech sector was again challenged by claims, peaking during the 2016 U.S. Presidential campaign, that drug prices have gotten too high. A tweet by one of the Presidential candidates is thought by some to have been a significant contributor to the 40% retreat in the biotech sector which occurred during the latter half of 2015 and the early part of 2016.

Biotechnology, Healthcare, and S&P 500 Performance
2009 – 2017

The biotech sector traded in a relatively narrow range for most of 2016, appearing to test the February 2016 low coincident with the U.S. Presidential election. However, in a surprise to many, the biotech sector (and the market in general) rebounded strongly with the election of President Trump, recovering approximately 50% of the prior drawdown within a few weeks after the election. The biotech sector has since traded in a range and is now (as of late April 2017) at approximately the same level as was reached in the post-election run up.

Of course, now the question is, where do we go from here? We provide support for our views in the following pages but the bottom line is that we are generally optimistic. As noted, the market has just created a


2



generation of well funded new public companies with many interesting products in development. The existing profitable biotech companies are growing faster than the broad market and we expect them to continue to do so. The Food and Drug Administration (FDA) continues to approve products at a relative elevated rate and the new Administration speaks of being business friendly. No less important, after the recent sector pullback, the profitable biotech sector is at a lower valuation than the broad market. Many things can change or unexpected problems can occur, especially in the short term. But, given our emphasis on fundamentals, we lean towards optimism in our view of the future.

As always, we thank you for your consideration of the Tekla Funds. Please call our investor support services agent Destra Capital or us if you have any questions.

Be well,

     

 

Daniel R. Omstead. Ph.D.
President and Portfolio Manager


3



Perspective on the Biotechnology and
Healthcare Sectors

Since President Trump's election, there has been a rebound in both the broad market and the biotech and healthcare sectors after a significant downturn in late 2015 and early 2016. In fact, as of late April 2017, the biotech sector has regained approximately 50% of the decline seen in the first two months of 2016.

The question now is what to think about the biotech and healthcare sectors going forward? Will we see continued politicization of healthcare with a focus on drug pricing and uncertainty about how/whether to repeal/replace Obamacare? Or will we see reduced rhetoric and a focus on the fundamentals of the sector? Is there an opportunity to see the sector move forward or will continued uncertainty hold the sector back? In order to come to a conclusion, we take into consideration the following fundamentals.

We note that healthcare spending, both in the U.S. and throughout the Organisation for Economic Co-operation and Development (OECD) countries, continues to grow as a percentage of the Gross Domestic Product (GDP). We also note that healthcare represents a significant portion of the broad SPX. One cannot exclude the possibility that other factors will dominate the markets, but we are generally optimistic about the intermediate and long term future of healthcare in general and biotech in particular.


4



S&P 500® Index Composition by Global Industry Classification Standard Sector

Healthcare Spending as a Percentage of GDP
1980 – 2015

We also note that long term secular population growth rates continue in the U.S. and in many other countries. We have previously reported that people tend to spend more on healthcare as they age. The following chart depicts population growth in key geographies. Note that in all geographies depicted, the general population is expected to grow through 2050 and that the proportion of older citizens is also expected to grow.


5



Population 65 to 84 Years and 85 Years and Over in the
World's Four Largest Countries: 2012, 2030, and 2050

In addition to population growth, per capita healthcare spending has been growing. In the U.S., for example, Centers for Medicare & Medicaid Services (CMS) healthcare related spending is expected to grow at 5.8% per year, 1.3% faster than U.S. GDP growth. Moreover, prescription drug spending is projected to grow at 6.7% per year. While per capita healthcare spending in the U.S. is higher than in other OECD countries, a similar trend exists in other OECD countries.

Per Capita Healthcare Spending by Country
1970 – 2015

While population growth in broad geographies continues, so does innovation. As we have previously described, impressive new developments in immuno-oncology, gene therapy, gene editing and the like are occurring rapidly. These developments are part of a general trend that may lead to new and better medical therapies. In the following charts, evidence of this trend is depicted in the form of general trends in the


6



number of National Institute of Health ("NIH") funded scientific papers, the number of clinical trials undertaken and in the number new medical therapies approved.

NIH Funded Papers
1985 – 2013

Total Number of Registered Studies Over Time
2000 – 2016


7



FDA New Molecular Entity and New Biologic
License Application Filings and Approvals
2006 – 2015

It is our general view that more scientific papers lead to more drugs being evaluated in clinical trials and, in turn, ultimately to more product approvals. We believe these are factors that drive biotech and healthcare sector performance. Note that in terms of new FDA approvals, more than 40 New Molecular Entities (NMEs) were approved by the FDA in 2014 and 2015 whereas fewer than 30 were approved annually in the period from 2006-2010.

We also note that given the recent pullback in the biotech and healthcare sectors, valuations within these sectors have become attractive. The following chart depicts Price/Earnings ratios for these sectors compared to the broad SPX over the last five years. It is clear that the valuation of both the biotech and healthcare sectors (e.g. the S&P Composite 1500® Health Care Index* ("S15HLTH") and the more focused S&P Composite 1500® Biotechnology Index*) are now more attractive than that of the SPX.

Biotechnology, Healthcare, and
S&P 500 Price to Earnings Ratio
2013 – 2017


8



Furthermore, we note that the earnings of healthcare companies in the S15HLTH have been growing while those of companies in the broad SPX have been flat or even declining.

Healthcare and S&P 500 Earnings per Share
(Trailing 12 Months)
2015 – 2017

In summary, the biotech and healthcare sectors look attractive to us. Population dynamics are favorable, the underlying science is advancing and the numbers of clinical trials and product approvals have increased. Simultaneously, valuations and earnings growth in key areas are attractive.

We can't stress enough that ours are volatile sectors subject to all manner of unpredictable outcome. Failure of a key clinical trial or an unexpected rejection of an FDA application could produce broader negative sentiment. Or we could see an unexpected political outcome, even a skeptical tweet by a senior politician. Such events could (and have in the past) produced a negative impact on the biotech and healthcare sectors. One can never tell about the short-term; we have come to see that anything can happen. But as fundamental analysts, we lean toward being favorable to the future of the biotech and healthcare sectors.


9



TEKLA LIFE SCIENCES INVESTORS

Fund Essentials

(Unaudited)

Objective of the Fund

The Fund's investment objective is to seek long-term capital appreciation by investing primarily in securities of Life Sciences companies. In addition the Fund seeks to provide regular distribution of realized capital gains.

Description of the Fund

Tekla Life Sciences Investors ("HQL") is a non-diversified closed-end healthcare fund traded on the New York Stock Exchange under the ticker HQL. HQL primarily invests in the life sciences and other healthcare industries and will emphasize growing companies with a maximum of 40% of the Fund's assets in restricted securities of both public and private companies.

Investment Philosophy

Tekla Capital Management LLC, the Investment Adviser to the Fund, believes that:

•  Aging demographics and adoption of new medical products and services can provide long-term tailwinds for healthcare companies

•  Late stage biotechnology product pipeline could lead to significant increases in biotechnology sales

•  Robust M&A activity in healthcare may create additional investment opportunities

Fund Overview and Characteristics as of 3/31/17

Market Price1

  $19.39  

NAV2

  $20.48  

Premium/(Discount)

  -5.32%  

Average 30 Day Volume

  85,419  

Net Assets

  $433,618,564  

Ticker

 

HQL

 

NAV Ticker

 

XHQLX

 
Commencement of
Operations Date
 

5/8/92

 
Fiscal Year to Date
Distributions
per Share
  $0.76  

1 The closing price at which the Fund's shares were traded on the exchange.

2 Per-share dollar value of the Fund, calculated by dividing the total value of all the securities in its portfolio, plus any other assets and less liabilities, by the number of Fund shares outstanding.

Holdings of the Fund (Data is based on net assets)

Asset Allocation as of 3/31/17

Sub-Sector Allocation as of 3/31/17

*Amount is less than 0.05%

This data is subject to change on a daily basis.


10



TEKLA LIFE SCIENCES INVESTORS

Largest Holdings by Issuer

(Excludes Short-Term Investments)

As of March 31, 2017

(Unaudited)

Issuer – Sector   % of Net
Assets
 
Biogen Inc.Biotechnology    

7.4

%

 
Gilead Sciences, Inc.Biotechnology    

6.9

%

 
Celgene CorporationBiotechnology    

6.9

%

 
Amgen Inc. – Biotechnology    

6.8

%

 
Incyte CorporationBiotechnology    

6.0

%

 
Regeneron Pharmaceuticals, Inc.Biotechnology    

4.9

%

 
Vertex Pharmaceuticals IncorporatedBiotechnology    

4.8

%

 
Alexion Pharmaceuticals, Inc.Biotechnology    

4.5

%

 
Illumina, Inc.Life Sciences Tools & Services    

2.9

%

 
BioMarin Pharmaceutical Inc.Biotechnology    

2.9

%

 
IDEXX Laboratories, Inc.Health Care Equipment & Supplies    

2.0

%

 
SPDR S&P Biotech ETFExchange Traded Funds    

1.9

%

 
Jazz Pharmaceuticals plcPharmaceuticals    

1.9

%

 
Galapagos NVBiotechnology    

1.6

%

 
Mylan NVPharmaceuticals    

1.6

%

 
Neurocrine Biosciences, Inc.Biotechnology    

1.6

%

 
Global Blood Therapeutics, Inc.Biotechnology    

1.5

%

 
Veniti, Inc.Health Care Equipment & Supplies    

1.3

%

 
Akorn, Inc.Pharmaceuticals    

1.3

%

 
Ardelyx, Inc.Biotechnology    

0.9

%

 

Fund Performance

HQL is a closed-end fund which invests predominantly in life science companies. Subject to regular consideration, the Trustees of HQL have instituted a policy of making quarterly distributions to shareholders. The Fund seeks to make such distributions in the form of long-term capital gains.

The Fund considers investments in companies of all sizes and in all life science subsectors, including but not limited to, biotechnology, pharmaceuticals, healthcare equipment, healthcare supplies, life science tools and services, healthcare distributors, managed healthcare, healthcare technology, and healthcare facilities. The Fund emphasizes innovation, investing both in public and pre-public venture companies. The Fund considers its venture investments to be a differentiating characteristic. Among the various healthcare subsectors, HQL has considered the


11



biotechnology subsector, including both pre-public and public companies, to be a key contributor to the healthcare sector. The Fund holds biotech assets, including both public and pre-public, often representing 65-75% of net assets.

There is no commonly published index which matches the investment strategy of HQL. The S15HLTH consists of more than 160 companies representing most or all of the healthcare subsectors in which HQL typically invests; biotechnology often represents 15-20% of this index. By contrast, the NASDAQ Biotechnology Index®* ("NBI"), which contains approximately 180 securities, is much more narrowly constructed. The vast majority of this index is comprised of biotechnology, pharmaceutical and life science tools companies. In recent years, biotechnology has often represented 72-82% of the NBI. Neither the S15HLTH nor NBI indices contain any material amount of pre-public company assets.

We present both NAV and stock returns for the Fund in comparison to several commonly published indices. One index, the SPX is a commonly considered broad based index; this index is broadly comprised of companies in many areas of the economy, including, but not limited to healthcare. As described above, the NBI is a healthcare index mostly focused in three healthcare sectors with a uniquely high level of biotechnology comparison. The S15HLTH contains a wider representation of healthcare subsectors, but typically contains a much lower biotechnology composition.

HQL generally invests in a combination of large cap growth-oriented and earlier stage innovative healthcare companies with a focus on the biotechnology sector. Generally, HQL targets biotechnology exposure below that of the NBI. HQL generally targets a higher biotechnology exposure than does the S15HLTH. We note that in recent periods, biotechnology has been a significant contributor to returns (both positive and negative) associated with those indices. We believe this sector continues to still have significant potential for growth in the future.

Fund Performance for the Period Ended March 31, 2017

Period

 

HQL NAV

 

HQL MKT

 

NBI

 

S15HLTH

 

SPX

 
6 month    

6.77

     

7.94

     

1.63

     

4.34

     

10.12

   
1 year    

23.46

     

19.76

     

13.04

     

12.22

     

17.16

   
5 year    

16.86

     

17.03

     

19.54

     

16.92

     

13.29

   
10 year    

12.92

     

12.69

     

15.18

     

10.70

     

7.51

   


12



All performance over one-year has been annualized.

Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. The NAV total return takes into account the Fund's total annual expenses and does not reflect transaction charges. If transaction charges were reflected, NAV total return would be reduced. All distributions are assumed to be reinvested either in accordance with the dividend reinvestment plan (DRIP) for market price returns or NAV for NAV returns. The market price returns reflect the reinvestment at the closing market price on the last business day of the month.

Portfolio Highlights as of March 31, 2017

Among other investments, HQL's performance benefitted in the past year by the following:

Incyte Corporation (INCY) is a mid cap biopharmaceutical company that has outperformed based on progression of their lead immuno-oncology asset into pivotal phase III clinical studies earlier than expected. We look forward to seeing the early stage data at the ASCO conference in June.

Idexx Laboratories Inc. (IDXX) is situated in a hybrid position in veterinary health between central labs and point of care rapid diagnostics. We believe IDXX to be favorably positioned among its peers.

Nabriva Therapeutics AG (NBRV) is a small-cap company developing a novel class of antibiotics. The company has had above average share price gains as they near completion of their Phase 3 trials for lead agent lefamulin in community-acquired bacterial pneumonia infections.

Among other examples, HQL's performance was negatively impacted by the following investment:

The Fund was underweight Tesaro Inc. (TSRO) a mid cap biopharmaceutical company that had surprisingly strong data last summer in ovarian cancer with their lead asset and quickly became the most discussed potential takeover target. We believe the stock was bid beyond fair value of the zero-sum ovarian cancer opportunity and see uncertainty about whether the asset will have a leading role in larger opportunities such as in breast and prostate cancers. The stock has declined approximately 20% from its 52 week high.

*The trademarks NASDAQ Biotechnology Index®, S&P Composite 1500® Healthcare Index, S&P Composite 1500® Biotechnology Index and S&P 500® Index referenced in this report are the property of their respective owners. These trademarks are not owned by or associated with the Fund or its service providers, including Tekla Capital Management LLC.


13




TEKLA LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2017

(Unaudited)

SHARES

  CONVERTIBLE PREFERRED AND WARRANTS
(Restricted) (a) (b) - 4.1% of Net Assets
 

VALUE

 
   

Biotechnology - 0.6%

 
 

1,153,847

   

BioClin Therapeutics, Inc. Series A

 

$

750,001

   
 

445,633

   

BioClin Therapeutics, Inc. Series B

   

333,333

   
 

2,568,939

   

EBI Life Sciences, Inc. Series A (c)

   

13,102

   
 

933,333

   

GenomeDx Biosciences, Inc. Series C

   

1,400,000

   
     

2,496,436

   
   

Health Care Equipment & Supplies - 2.5%

 
 

2,338,198

   

AlterG, Inc. Series C

   

1,122,335

   
 

79,330

   

CardioKinetix, Inc. Series C

   

0

   
 

142,574

   

CardioKinetix, Inc. Series D

   

0

   
 

439,333

   

CardioKinetix, Inc. Series E

   

375,630

   
 

481,378

   

CardioKinetix, Inc. Series F

   

1,644,387

   
 

N/A (e)

    CardioKinetix, Inc. warrants
(expiration 12/11/19)
   

0

   
 

N/A (e)

    CardioKinetix, Inc. warrants
(expiration 6/03/20)
   

0

   
 

8,822

    CardioKinetix, Inc. warrants
(expiration 8/15/24)
   

0

   
 

951,000

   

IlluminOss Medical, Inc. Series AA

   

951,000

   
 

895,848

   

IlluminOss Medical, Inc. Junior Preferred

   

895,848

   
 

71,324

    IlluminOss Medical, Inc. warrants
(expiration 3/31/27)
   

0

   
 

5,126,388

   

Insightra Medical, Inc. Series C (c)

   

5,126

   
 

3,891,340

   

Insightra Medical, Inc. Series C-2 (c)

   

3,891

   
 

366,171

    Insightra Medical, Inc. warrants
(expiration 3/31/25) (c)
   

0

   
 

2,013,938

    Insightra Medical, Inc. warrants
(expiration 5/28/25) (c)
   

0

   
 

1,464,682

    Insightra Medical, Inc. warrants
(expiration 8/18/25) (c)
   

0

   
 

3,280,000

   

Tibion Corporation Series B

   

0

   
 

N/A (e)

    Tibion Corporation warrants
(expiration 07/12/17)
   

0

   
 

N/A (e)

    Tibion Corporation warrants
(expiration 10/30/17)
   

0

   
 

N/A (e)

    Tibion Corporation warrants
(expiration 11/28/17)
   

0

   
 

2,606,033

   

Veniti, Inc. Series A (c)

   

3,129,324

   
 

1,307,169

   

Veniti, Inc. Series B (c)

   

1,635,007

   
 

716,720

   

Veniti, Inc. Series C (c)

   

1,060,459

   
     

10,823,007

   

The accompanying notes are an integral part of these Financial Statements.
14



TEKLA LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2017

(Unaudited, continued)

SHARES

 

Life Sciences Tools & Services - 0.7%

 

VALUE

 
 

2,446,016

   

Labcyte, Inc. Series C

 

$

3,081,980

   
 

107,178

   

Labcyte, Inc. Series D

   

147,906

   
 

81,480

   

Labcyte, Inc. Series E

   

131,183

   
     

3,361,069

   
   

Pharmaceuticals - 0.3%

 
 

2,862,324

   

Euthymics Biosciences, Inc. Series A (c)

   

2,862

   
 

240,770

   

Ovid Therapeutics, Inc. Series B

   

1,232,742

   
     

1,235,604

   
        TOTAL CONVERTIBLE PREFERRED
AND WARRANTS
(Cost $26,131,813)
   

17,916,116

   
PRINCIPAL
AMOUNT
  CONVERTIBLE AND NON-CONVERTIBLE
NOTES - 0.1% of Net Assets
 
 
   

Convertible Notes (Restricted) (a) - 0.1%

 
   

Health Care Equipment & Supplies - 0.1%

 

$

285,294

    IlluminOss Medical, Inc. Promissory Note,
8.00%, due 3/31/18
   

285,294

   
 

186,000

    Insightra Medical, Inc. Promissory Note,
8.00%, due 4/15/17 (c)
   

0

   
       

TOTAL CONVERTIBLE NOTES

   

285,294

   
   

Non-Convertible Notes (Restricted) (a) (b) - 0.0%

 
   

Health Care Equipment & Supplies - 0.0%

 
 

238,286

    Tibion Corporation Non-Cvt. Promissory Note,
6.00%, due 12/31/18
   

0

   
 

28,211

    Tibion Corporation Non-Cvt. Promissory Note,
6.00%, due 4/16/17
   

0

   
       

TOTAL NON-CONVERTIBLE NOTES

   

0

   
        TOTAL CONVERTIBLE AND
NON-CONVERTIBLE NOTES
(Cost $738,024)
   

285,294

   

SHARES

  COMMON STOCKS AND WARRANTS - 86.3%
of Net Assets
     
   

Biotechnology - 70.6%

 
 

396,500

   

Adaptimmune Therapeutics plc (b) (f)

   

2,184,715

   
 

159,699

   

Alexion Pharmaceuticals, Inc. (b)

   

19,361,907

   
 

73,025

   

Alnylam Pharmaceuticals, Inc. (b)

   

3,742,531

   

The accompanying notes are an integral part of these Financial Statements.
15



TEKLA LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2017

(Unaudited, continued)

SHARES

 

Biotechnology - continued

 

VALUE

 
 

180,082

   

Amgen Inc.

 

$

29,546,054

   
 

418,730

   

Amicus Therapeutics, Inc. (b)

   

2,985,545

   
 

811,227

   

ARCA biopharma, Inc. (b) (c)

   

2,028,067

   
 

324,491

    ARCA biopharma, Inc. warrants
(Restricted, expiration 6/11/22) (a) (b) (c)
   

84,368

   
 

320,135

   

Ardelyx, Inc. (b)

   

4,049,708

   
 

60,000

   

Bellicum Pharmaceuticals, Inc. (b)

   

740,400

   
 

116,955

   

Biogen Inc. (b)

   

31,977,836

   
 

142,100

   

BioMarin Pharmaceutical Inc. (b)

   

12,473,538

   
 

26,545

   

bluebird bio, Inc. (b)

   

2,412,940

   
 

241,531

   

Celgene Corporation (b)

   

30,053,702

   
 

40,000

   

Cellectis S.A. (b) (d) (f)

   

960,000

   
 

286,472

   

Cidara Therapeutics, Inc. (b)

   

2,234,482

   
 

159,027

   

CytomX Therapeutics, Inc. (b)

   

2,746,396

   
 

47,908

   

Dermira, Inc. (b)

   

1,634,142

   
 

120,475

   

Dynavax Technologies Corporation (b)

   

716,826

   
 

329

    Eiger BioPharmaceuticals, Inc. warrants
(Restricted, expiration 10/10/18) (a) (b)
   

0

   
 

162,000

   

Epizyme, Inc. (b)

   

2,778,300

   
 

165,599

   

Exelixis, Inc. (b)

   

3,588,530

   
 

46,000

   

Galapagos NV (b) (d)

   

4,003,358

   
 

35,896

   

Galapagos NV (b) (f)

   

3,093,876

   
 

443,120

   

Gilead Sciences, Inc.

   

30,096,710

   
 

172,500

   

Global Blood Therapeutics, Inc. (b)

   

6,356,625

   
 

200,000

   

Halozyme Therapeutics, Inc. (b)

   

2,592,000

   
 

195,822

   

Incyte Corporation (b)

   

26,175,527

   
 

74,612

   

Innoviva, Inc. (b)

   

1,031,884

   
 

71,842

   

Intellia Therapeutics, Inc. (b)

   

1,012,254

   
 

104,900

   

Karyopharm Therapeutics Inc. (b)

   

1,346,916

   
 

142,583

   

Merus B.V. (b)

   

3,476,173

   
 

152,900

   

Momenta Pharmaceuticals, Inc. (b)

   

2,041,215

   
 

120,000

   

Myovant Sciences, Ltd. (b)

   

1,408,800

   
 

233,334

   

Nabriva Therapeutics AG (b) (f)

   

2,797,675

   
 

170,641

   

Natera, Inc. (b)

   

1,513,586

   
 

155,145

   

Neurocrine Biosciences, Inc. (b)

   

6,717,779

   
 

358,000

   

Novavax, Inc. (b)

   

458,240

   
 

829,191

   

Pieris Pharmaceuticals, Inc. (b)

   

2,155,897

   
 

23,821

    Pieris Pharmaceuticals, Inc., Series A warrants
(Restricted, expiration 6/8/21) (a) (b)
   

22,630

   
 

11,911

    Pieris Pharmaceuticals, Inc., Series B warrants
(Restricted, expiration 6/8/21) (a) (b)
   

14,293

   
 

54,632

   

Regeneron Pharmaceuticals, Inc. (b)

   

21,170,446

   
 

167,949

   

Retrophin, Inc. (b)

   

3,100,339

   

The accompanying notes are an integral part of these Financial Statements.
16



TEKLA LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2017

(Unaudited, continued)

SHARES

 

Biotechnology - continued

 

VALUE

 
 

27,480

   

Sage Therapeutics, Inc. (b)

 

$

1,953,004

   
 

68,850

   

Sarepta Therapeutics, Inc. (b)

   

2,037,960

   
 

24,300

   

Spark Therapeutics, Inc. (b)

   

1,296,162

   
 

26,520

   

Ultragenyx Pharmaceutical Inc. (b)

   

1,797,526

   
 

191,377

   

Vertex Pharmaceuticals Incorporated (b)

   

20,927,075

   
 

20,000

   

Xencor, Inc. (b)

   

478,400

   
 

233,331

   

Xenon Pharmaceuticals Inc. (b)

   

933,324

   
 

13,307

   

Zafgen, Inc. (b)

   

62,011

   
     

306,371,672

   
   

Health Care Equipment & Supplies - 2.4%

 
 

495,000

   

Alliqua BioMedical, Inc. (b)

   

249,827

   
 

130,000

   

Cercacor Laboratories, Inc. (Restricted) (a) (b)

   

315,364

   
 

93,349

   

GenMark Diagnostics, Inc. (b)

   

1,196,734

   
 

55,158

   

IDEXX Laboratories, Inc. (b)

   

8,527,978

   
 

7,157

   

TherOx, Inc. (Restricted) (a) (b)

   

143

   
     

10,290,046

   
   

Health Care Providers & Services - 0.0%

 
 

148,148

   

InnovaCare Health, Inc. (Restricted) (a) (b) (g)

   

126,667

   
     

126,667

   
   

Life Sciences Tools & Services - 4.0%

 
 

100,000

   

Accelerate Diagnostics, Inc. (b)

   

2,420,000

   
 

73,258

   

Illumina, Inc. (b)

   

12,500,745

   
 

113,500

   

NanoString Technologies, Inc. (b)

   

2,255,245

   
     

17,175,990

   
   

Pharmaceuticals - 9.3%

 
 

54,450

   

Acceleron Pharma, Inc. (b)

   

1,441,292

   
 

235,842

   

Akorn, Inc. (b)

   

5,679,075

   
 

6,363

   

Allergan plc

   

1,520,248

   
 

232,351

   

Auris Medical Holding AG (b)

   

213,740

   
 

233,000

   

Avadel Pharmaceuticals plc (b)

   

2,255,440

   
 

29,100

   

Endo International plc (b)

   

324,756

   
 

48,637

   

Flex Pharma, Inc. (b)

   

214,003

   
 

124,140

   

Foamix Pharmaceuticals Ltd. (b)

   

614,493

   
 

35,949

   

Impax Laboratories, Inc. (b)

   

454,755

   
 

57,022

   

Jazz Pharmaceuticals plc (b)

   

8,275,603

   
 

178,580

   

Mylan NV (b)

   

6,962,834

   
 

207,300

   

Paratek Pharmaceuticals, Inc. (b)

   

3,990,525

   
 

21,315

   

Shire plc (f)

   

3,713,712

   
 

332,364

   

Tetraphase Pharmaceuticals Inc. (b)

   

3,054,425

   

The accompanying notes are an integral part of these Financial Statements.
17



TEKLA LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2017

(Unaudited, continued)

SHARES

 

Pharmaceuticals - continued

 

VALUE

 
 

929,053

   

Verona Pharma plc (b) (d)

 

$

1,670,356

   
 

371,622

    Verona Pharma plc, warrants
(Restricted, expiration 7/31/17) (a) (b) (d)
   

30,483

   
     

40,415,740

   
        TOTAL COMMON STOCKS
AND WARRANTS
(Cost $258,181,084)
   

374,380,115

   
   

EXCHANGE TRADED FUND - 2.0% of Net Assets

     
 

121,460

   

SPDR S&P Biotech ETF

   

8,422,036

   
        TOTAL EXCHANGE TRADED FUND
(Cost $8,564,136)
   

8,422,036

   
PRINCIPAL
AMOUNT
 

SHORT-TERM INVESTMENT - 3.9% of Net Assets

 
 

$

17,000,000

    Repurchase Agreement, Fixed Income Clearing
Corp., repurchase value $17,000,000, 0.09%,
dated 03/31/17, due 04/03/17 (collateralized
by U.S. Treasury Note 1.375%, due 01/31/21,
market value $17,344,557)
   

17,000,000

   
        TOTAL SHORT-TERM INVESTMENT
(Cost $17,000,000)
   

17,000,000

   
        TOTAL INVESTMENTS BEFORE
MILESTONE INTERESTS - 96.4%
(Cost $310,615,057)
   

418,003,561

   

INTEREST

  MILESTONE INTERESTS (Restricted)(a) (b) - 1.1%
of Net Assets
     
   

Pharmaceuticals - 1.1%

 
 

1

   

Afferent Milestone Interest

   

1,120,395

   
 

1

   

Neurovance Milestone Interest

   

3,405,499

   
 

1

   

TargeGen Milestone Interest

   

42,375

   
        TOTAL MILESTONE INTERESTS
(Cost $7,494,570)
   

4,568,269

   
        TOTAL INVESTMENTS - 97.5%
(Cost $318,109,627)
   

422,571,830

   
        OTHER ASSETS IN EXCESS OF
LIABILITIES - 2.5%
   

11,046,734

   
       

NET ASSETS - 100%

 

$

433,618,564

   

The accompanying notes are an integral part of these Financial Statements.
18



TEKLA LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2017

(Unaudited, continued)

(a)  Security fair valued. See Investment Valuation and Fair Value Measurements.

(b)  Non-income producing security.

(c)  Affiliated issuers in which the Fund holds 5% or more of the voting securities (total market value of $7,962,206).

(d)  Foreign security.

(e)  Number of warrants to be determined at a future date.

(f)  American Depository Receipt

(g)  Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

The accompanying notes are an integral part of these Financial Statements.
19




TEKLA LIFE SCIENCES INVESTORS

STATEMENT OF ASSETS AND LIABILITIES

MARCH 31, 2017

(Unaudited)

ASSETS:

 
Investments in unaffiliated issuers, at value
(cost $294,653,302)
 

$

410,041,355

   
Investments in affiliated issuers, at value
(cost $15,961,755)
   

7,962,206

   

Milestone interests, at value (cost $7,494,570)

   

4,568,269

   

Total investments

   

422,571,830

   

Cash

   

5,205,117

   

Dividends and interest receivable

   

30,968

   

Receivable for investments sold

   

5,607,273

   

Prepaid expenses

   

31,071

   

Other assets (see Note 1)

   

726,708

   

Total assets

   

434,172,967

   

LIABILITIES:

 

Accrued advisory fee

   

355,849

   

Accrued investor support service fees

   

16,336

   

Accrued shareholder reporting fees

   

63,302

   

Accrued trustee fees

   

27,679

   

Accrued other

   

91,237

   

Total liabilities

   

554,403

   

Commitments and Contingencies (see Notes 1 and 5)

 

NET ASSETS

 

$

433,618,564

   

SOURCES OF NET ASSETS:

 
Shares of beneficial interest, par value $.01 per share,
unlimited number of shares authorized, amount paid
in on 21,170,087 shares issued and outstanding
 

$

309,002,513

   

Accumulated net investment loss

   

(4,507,030

)

 
Accumulated net realized gain on investments
and milestone interests
   

24,660,878

   
Net unrealized gain on investments and
milestone interests
   

104,462,203

   
Total net assets (equivalent to $20.48 per share
based on 21,170,087 shares outstanding)
 

$

433,618,564

   

The accompanying notes are an integral part of these Financial Statements.
20



TEKLA LIFE SCIENCES INVESTORS

STATEMENT OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2017

(Unaudited)

INVESTMENT INCOME:

 

Dividend income

 

$

724,848

   

Interest and other income

   

65,827

   

Total investment income

   

790,675

   

EXPENSES:

 

Advisory fees

   

2,048,176

   

Investor support service fees

   

98,068

   

Trustees' fees and expenses

   

72,764

   

Shareholder reporting

   

64,087

   

Custodian fees

   

52,133

   

Legal fees

   

51,669

   

Auditing fees

   

57,787

   

Administration fees

   

40,408

   

Transfer agent fees

   

26,126

   

Other (see Note 2)

   

59,988

   

Total expenses

   

2,571,206

   

Net investment loss

   

(1,780,531

)

 

REALIZED AND UNREALIZED GAIN (LOSS):

 

Net realized gain (loss) on:

 

Investments in unaffiliated issuers

   

31,124,224

   

Investments in affiliated issuers

   

4,208,030

   

Net realized gain

   

35,332,254

   

Change in unrealized appreciation (depreciation)

 

Investments in unaffiliated issuers

   

(9,781,486

)

 

Investments in affiliated issuers

   

2,983,742

   

Milestone interest

   

36,062

   

Change in unrealized appreciation (depreciation)

   

(6,761,682

)

 

Net realized and unrealized gain (loss)

   

28,570,572

   
Net increase in net assets
resulting from operations
 

$

26,790,041

   

The accompanying notes are an integral part of these Financial Statements.
21



TEKLA LIFE SCIENCES INVESTORS

STATEMENTS OF CHANGES IN NET ASSETS

    Six months ended
March 31, 2017
(Unaudited)
  Year ended
September 30,
2016
 
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS:
 

Net investment loss

 

($

1,780,531

)

 

($

3,790,651

)

 

Net realized gain

   

35,332,254

     

4,851,698

   

Change in net unrealized depreciation

   

(6,761,682

)

   

(12,972,671

)

 
Net increase (decrease) in net
assets resulting from operations
   

26,790,041

     

(11,911,624

)

 
DISTRIBUTIONS TO SHAREHOLDERS
FROM:
 

Net realized capital gains

   

(15,838,564

)

   

(56,868,411

)

 

Total distributions

   

(15,838,564

)

   

(56,868,411

)

 

CAPITAL SHARE TRANSACTIONS:

 
Reinvestment of distributions
(450,784 and 1,057,106 shares,
respectively)
   

8,100,972

     

20,912,776

   
Fund shares repurchased (24,167 and
0 shares, respectively) (see Note 1)
   

(406,764

)

   

   

Total capital share transactions

   

7,694,208

     

20,912,776

   
Net increase (decrease) in
net assets
   

18,645,685

     

(47,867,259

)

 

NET ASSETS:

 

Beginning of period

   

414,972,879

     

462,840,138

   

End of period

 

$

433,618,564

   

$

414,972,879

   
Accumulated net investment loss
included in net assets at end
of period
 

($

4,507,030

)

 

($

2,726,499

) (a)

 

(a)  Reflects reclassifications to the Fund's capital accounts to reflect income and gains available for distribution under income tax regulations.

The accompanying notes are an integral part of these Financial Statements.
22




TEKLA LIFE SCIENCES INVESTORS

FINANCIAL HIGHLIGHTS

    Six months
ended
March 31, 2017
 

Years ended September 30,

 
   

(Unaudited)

 

2016

 

2015

 

2014

 

2013

 

2012

 
OPERATING PERFORMANCE FOR A SHARE
OUTSTANDING THROUGHOUT EACH YEAR
 
Net asset value per share,
beginning of period
 

$

20.00

   

$

23.51

   

$

23.37

   

$

20.16

   

$

15.74

   

$

11.70

   

Net investment loss (1)

   

(0.09

)

   

(0.19

)

   

(0.25

)

   

(0.23

)

   

(0.22

)

   

(0.09

)(2)

 
Net realized and unrealized
gain (loss)
   

1.33

     

(0.47

)

   

2.48

     

5.71

     

5.94

     

5.54

   
Total increase (decrease)
from investment operations
   

1.24

     

(0.66

)

   

2.23

     

5.48

     

5.72

     

5.45

   

Distributions to shareholders from:

 

Net realized capital gains

   

(0.76

)

   

(2.85

)

   

(2.09

)

   

(1.70

)

   

(1.30

)

   

(1.49

)

 

Total distributions

   

(0.76

)

   

(2.85

)

   

(2.09

)

   

(1.70

)

   

(1.30

)

   

(1.49

)

 
Increase resulting from
shares repurchased (1)
   

(3)

   

     

     

     

     

0.08

   

Change due to rights offering

   

     

     

     

(0.57

)(4)

   

     

   
Net asset value per share,
end of period
 

$

20.48

   

$

20.00

   

$

23.51

   

$

23.37

   

$

20.16

   

$

15.74

   
Per share market value,
end of period
 

$

19.39

   

$

18.73

   

$

22.51

   

$

22.10

   

$

19.25

   

$

15.39

   
Total investment return
at market value
   

7.94

%*

   

(4.66

%)

   

9.92

%

   

24.20

%

   

34.96

%

   

64.66

%

 
Total investment return
at net asset value
   

6.77

%*

   

(2.52

%)

   

8.56

%

   

25.40

%

   

38.19

%

   

50.56

%

 

RATIOS

 

Expenses to average net assets

   

1.29

%**

   

1.27

%

   

1.21

%

   

1.34

%

   

1.47

%

   

1.72

%

 
Expenses to average net assets
with waiver
   

     

     

1.17

%

   

1.32

%

   

     

   
Net investment loss to average
net assets
   

(0.89

%)**

   

(0.92

%)

   

(0.91

%)

   

(1.07

%)

   

(1.26

%)

   

(0.64

%)(2)

 

SUPPLEMENTAL DATA

 
Net assets at end of period
(in millions)
 

$

434

   

$

415

   

$

463

   

$

444

   

$

302

   

$

227

   

Portfolio turnover rate

   

24.42

%*

   

30.99

%

   

45.94

%

   

30.62

%

   

42.23

%

   

77.70

%

 

*  Not annualized.

**  Annualized.

(1)  Computed using average shares outstanding.

(2)  Includes special dividends from three issuers in the aggregate amount of $0.13 per share. Excluding the special dividends, the ratio of net investment loss to average net assets would have been (1.58%).

(3)  Rounds to less than $0.005 per share.

(4)  The rights offering shares were issued at a subscription price of $19.750 which was less than the Fund's net asset value of $22.78 on June 27, 2014 thus creating a dilution effect on the net asset value per share.

The accompanying notes are an integral part of these financial statements.
23




TEKLA LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

(Unaudited)

(1)  Organization and Significant Accounting Policies

Tekla Life Sciences Investors (the Fund) is a Massachusetts business trust formed on February 20, 1992, and registered under the Investment Company Act of 1940 as a non-diversified closed-end management investment company. The Fund commenced operations on May 8, 1992. The Fund's investment objective is long-term capital appreciation through investment in U.S. and foreign companies in the life sciences industry (including biotechnology, pharmaceutical, diagnostics, managed healthcare and medical equipment, hospitals, healthcare information technology and services, devices and supplies), agriculture and environmental management. The Fund invests primarily in securities of public and private companies that are believed by the Fund's Investment Adviser, Tekla Capital Management LLC (the Adviser), to have significant potential for above-average growth. The Fund may invest up to 20% of its net assets in securities of foreign issuers, expected to be located primarily in Western Europe, Canada and Japan, and securities of U.S. issuers that are traded primarily in foreign markets.

The preparation of these financial statements requires the use of certain estimates by management in determining the Fund's assets, liabilities, revenues and expenses. Actual results could differ from these estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Fund, which are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification 946. Events or transactions occurring after March 31, 2017, through the date that the financial statements were issued, have been evaluated in the preparation of these financial statements.

Investment Valuation

Shares of publicly traded companies listed on national securities exchanges or trading in the over-the-counter market are typically valued at the last sale price, as of the close of trading, generally 4 p.m., Eastern time. The Board of Trustees of the Fund (the "Trustees") has established and approved fair valuation policies and procedures with respect to securities for which quoted prices may not be available or which do not reflect fair value. Convertible bonds, corporate and government bonds are valued using a third-party pricing service. Convertible bonds are valued using this pricing service only on days when there is no sale reported. Restricted securities of companies that are publicly traded are typically valued based on the closing market quote on the valuation date adjusted for the impact of the restriction as determined in good faith by the Adviser also using fair valuation policies and procedures approved by the Trustees described below. Non-exchange traded warrants of publicly traded companies are generally valued using the Black-Scholes model, which incorporates both observable and unobservable inputs. Short-term investments with a maturity of 60 days or less are generally valued at amortized cost, which approximates fair value.

Convertible preferred shares, warrants or convertible note interests in private companies, milestone interests, and other restricted securities, as well as shares of publicly traded companies for which market quotations are not readily available, such as stocks for which trading has been halted or for which there are no current day sales, or which do not reflect fair value, are typically valued in good faith, based upon the recommendations made by the Adviser pursuant to fair valuation policies and procedures approved by the Trustees.

The Adviser has a Valuation Sub-Committee comprised of senior management which reports to the Valuation Committee of the Board at least quarterly. Each fair value determination is based on a consideration of relevant factors, including both observable and unobservable inputs. Observable and unobservable inputs the Adviser considers may include (i) the existence


24



TEKLA LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

(continued)

of any contractual restrictions on the disposition of securities; (ii) information obtained from the company, which may include an analysis of the company's financial statements, the company's products or intended markets or the company's technologies; (iii) the price of the same or similar security negotiated at arm's length in an issuer's completed subsequent round of financing; (iv) the price and extent of public trading in similar securities of the issuer or of comparable companies; or (v) a probability and time value adjusted analysis of contractual terms. Where available and appropriate, multiple valuation methodologies are applied to confirm fair value. Significant unobservable inputs identified by the Adviser are often used in the fair value determination. A significant change in any of these inputs may result in a significant change in the fair value measurement. Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have been used had a ready market for the investments existed, and differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different from the valuations used at the date of these financial statements.

Options on Securities

An option contract is a contract in which the writer (seller) of the option grants the buyer of the option, upon payment of a premium, the right to purchase from (call option) or sell to (put option) the writer a designated instrument at a specified price within a specified period of time. Certain options, including options on indices, will require cash settlement by the Fund if the option is exercised. The Fund enters into option contracts in order to hedge against potential adverse price movements in the value of portfolio assets, as a temporary substitute for selling selected investments, to lock in the purchase price of a security or currency which it expects to purchase in the near future, as a temporary substitute for purchasing selected investments, or to enhance potential gain or to gain or hedge exposure to financial market risk.

The Fund's obligation under an exchange traded written option or investment in an exchange-traded purchased option is valued at the last sale price or in the absence of a sale, the mean between the closing bid and asked prices. Gain or loss is recognized when the option contract expires, is exercised or is closed.

If the Fund writes a covered call option, the Fund foregoes, in exchange for the premium, the opportunity to profit during the option period from an increase in the market value of the underlying security above the exercise price. If the Fund writes a put option it accepts the risk of a decline in the market value of the underlying security below the exercise price. Over-the-counter options have the risk of the potential inability of counterparties to meet the terms of their contracts. The Fund's maximum exposure to purchased options is limited to the premium initially paid. In addition, certain risks may arise upon entering into option contracts including the risk that an illiquid secondary market will limit the Fund's ability to close out an option contract prior to the expiration date and that a change in the value of the option contract may not correlate exactly with changes in the value of the securities or currencies hedged.

All options on securities and securities indices written by the Fund are required to be covered. When the Fund writes a call option, this means that during the life of the option the Fund may own or have the contractual right to acquire the securities subject to the option or may maintain with the Fund's custodian in a segregated account appropriate liquid securities in an amount at least equal to the market value of the securities underlying the option. When the


25



TEKLA LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

(continued)

Fund writes a put option, this means that the Fund will maintain with the Fund's custodian in a segregated account appropriate liquid securities in an amount at least equal to the exercise price of the option.

Milestone Interest

The Fund holds a financial instrument which reflects the current value of future milestone payments the Fund may receive as a result of contractual obligations from other parties. The value of such payments are adjusted to reflect the estimated risk based on the relative uncertainty of both the timing and the achievement of individual milestones. A risk to the Fund is that the milestones will not be achieved and no payment will be received by the Fund. The milestone interests were received as part of the proceeds from the sale of three private companies. Any payments received are treated as a reduction of the cost basis of the milestone interest with payments received in excess of the cost basis treated as a realized gain. The contractual obligations with respect to the Afferent Milestone Interest, Neurovance Milestone Interest and the TargeGen Milestone Interest provide for payments at various stages of the development of Afferent's, Neurovance's and TargeGen's principal product candidate as of the date of the sale.

The following is a summary of the impact of the milestone interests on the financial statements as of and for the six months ended March 31, 2017:

Statement of Assets and Liabilities, Milestone interests, at value

 

$

4,568,269

   
Statement of Assets and Liabilities, Net unrealized loss on investments
and milestone interests
 

$

(2,926,301

)

 
Statement of Operations, Change in unrealized appreciation (depreciation)
on milestone interests
 

$

36,062

   

Other Assets

Other assets in the Statement of Assets and Liabilities consists of amounts due to the Fund at various times in the future in connection with the sale of investments in five private companies.

Investment Transactions and Income

Investment transactions are recorded on a trade date basis. Gains and losses from sales of investments are recorded using the identified cost method. Interest income is recorded on the accrual basis, adjusted for amortization of premiums and accretion of discounts. Dividend income is recorded on the ex-dividend date, less any foreign taxes withheld. Upon notification from issuers, some of the dividend income received may be redesignated as a reduction of cost of the related investment if it represents a return of capital.

The aggregate cost of purchases and proceeds from sales of investment securities (other than short-term investments) for the six months ended March 31, 2017 totaled $92,981,244 and $112,387,611, respectively.

Repurchase Agreements

In managing short-term investments the Fund may from time to time enter into transactions in repurchase agreements. In a repurchase agreement, the Fund's custodian takes possession of the underlying collateral securities from the counterparty, the market value of which is at least equal to the principal, including accrued interest, of the repurchase transaction at all times. In the event of default or bankruptcy by the other party to the agreement, realization and/or retention of the collateral by the Fund may be delayed. The Fund may enter into repurchase transactions with any broker, dealer, registered clearing agency or bank. Repurchase agreement


26



TEKLA LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

(continued)

transactions are not counted for purposes of the limitations imposed on the Fund's investment in debt securities.

Distribution Policy

Pursuant to a Securities and Exchange Commission exemptive order, the Fund may make periodic distributions that include capital gains as frequently as 12 times in any one taxable year in respect of its common shares, and the Fund has implemented a managed distribution policy (the Policy) providing for quarterly distributions at a rate set by the Board of Trustees. Under the current Policy, the Fund intends to make quarterly distributions at a rate of 2% of the Fund's net assets to shareholders of record. The Fund intends to use net realized capital gains when making quarterly distributions, if available, but the Policy would result in a return of capital to shareholders if the amount of the distribution exceeds the Fund's net investment income and realized capital gains. If taxable income and net long-term realized gains exceed the amount required to be distributed under the Policy, the Fund will at a minimum make distributions necessary to comply with the requirements of the Internal Revenue Code. The Policy has been established by the Trustees and may be changed by them without shareholder approval. The Trustees regularly review the Policy and the frequency and rate of distribution considering the purpose and effect of the Policy, the financial market environment, and the Fund's income, capital gains and capital available to pay distributions.

The Fund's policy is to declare quarterly distributions in stock. The distributions are automatically paid in newly-issued full shares of the Fund unless otherwise instructed by the shareholder. Fractional shares will generally be settled in cash, except for registered shareholders with book entry accounts of the Fund's transfer agent who will have whole and fractional shares added to their accounts. The Fund's transfer agent delivers an election card and instructions to each registered shareholder in connection with each distribution. The number of shares issued will be determined by dividing the dollar amount of the distribution by the lower of net asset value or market price on the pricing date. If a shareholder elects to receive a distribution in cash, rather than in shares, the shareholder's relative ownership in the Fund will be reduced. The shares reinvested will be valued at the lower of the net asset value or market price on the pricing date. Distributions in stock will not relieve shareholders of any federal, state or local income taxes that may be payable on such distributions. Additional distributions, if any, made to satisfy requirements of the Internal Revenue Code may be paid in stock, as described above, or in cash.

Share Repurchase Program

In March 2017, the Trustees approved the renewal of the repurchase program to allow the Fund to repurchase up to 12% of its outstanding shares in the open market for a one year period ending July 14, 2018. Prior to this renewal, in March 2016, the Trustees approved the renewal of the share repurchase program to allow the Fund to repurchase up to 12% of its outstanding shares for a one year period ending July 10, 2017. The share repurchase program is intended to enhance shareholder value and potentially reduce the discount between the market price of the Fund's shares and the Fund's net asset value.

During the six months ended March 31, 2017 the Fund repurchased 24,167 shares at a total cost of $406,764. The weighted average discount per share between the cost of repurchase and net asset value applicable to such shares at the date of repurchase was 8.33%.


27



TEKLA LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

(continued)

During the year ended September 30, 2016 the Fund did not repurchase any shares through the repurchase program.

Federal Taxes

It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute to its shareholders substantially all of its taxable income and its net realized capital gains, if any. Therefore, no Federal income or excise tax provision is required.

As of March 31, 2017, the Fund had no uncertain tax positions that would require financial statement recognition or disclosure. The Fund's federal tax returns are subject to examination by the Internal Revenue Service for a period of three years.

Distributions

The Fund records all distributions to shareholders on the ex-dividend date. Such distributions are determined in conformity with income tax regulations, which may differ from GAAP. These differences include temporary and permanent differences from losses on wash sale transactions, installment sale adjustments and ordinary loss netting to reduce short term capital gains. Reclassifications are made to the Fund's capital accounts to reflect income and gains available for distribution under income tax regulations.

Commitments and Contingencies

Under the Fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

Investor Support Services

The Fund has retained Destra Capital Investment LLC to provide investor support services in connection with the ongoing operation of the Fund. The Fund will pay Destra a fee in an annual amount equal to 0.05% of the average aggregate daily value of the Fund's Managed Assets from January 1, 2017 through the remaining term of the investor support services agreement.

(2)  Investment Advisory and Other Affiliated Fees

The Fund has entered into an Investment Advisory Agreement (the Advisory Agreement) with the Adviser. Pursuant to the terms of the Advisory Agreement, the Fund pays the Adviser a monthly fee at the rate when annualized of (i) 2.50% of the average net assets for the month of its venture capital and other restricted securities up to 25% of net assets and (ii) for all other net assets, 0.98% of the average net assets up to $250 million, 0.88% of the average net assets for the next $250 million, 0.80% of the average net assets for the next $500 million and 0.70% of the average net assets thereafter. The aggregate fee may not exceed a rate when annualized of 1.36%.

The Fund has entered into a Services Agreement (the Agreement) with the Adviser. Pursuant to the terms of the Agreement, the Fund reimburses the Adviser for certain services related to a portion of the payment of salary and provision of benefits to the Fund's Chief Compliance Officer. During the six months ended March 31, 2017, these payments amounted to $18,074 and are included in the other category in the Statement of Operations, together with insurance


28



TEKLA LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

(continued)

and other expenses incurred to unaffiliated entities. Expenses incurred pursuant to the Agreement as well as certain expenses paid for by the Adviser are allocated to the Fund in an equitable fashion as approved by the Trustees of the Fund.

The Fund pays compensation to Independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The Fund does not pay compensation directly to Trustees or officers of the Fund who are also officers of the Adviser.

(3)  Other Transactions with Affiliates

An affiliate company is a company in which the Fund holds 5% or more of the voting securities. Transactions involving such companies during the six months ended March 31, 2017 were as follows:

Issuer

  Value on
September 30, 2016
 

Purchases

 

Sales

 

Income

  Value on
March 31, 2017
 

ARCA Biopharma, Inc.

 

$

2,458,019

                           

$

2,112,435

   

EBI Life Sciences, Inc.

   

13,102

                             

13,102

   

Euthymics Biosciences, Inc.

   

2,862

                             

2,862

   

Insightra Medical, Inc.

   

9,017

                   

$

7,440

     

9,017

   

Veniti, Inc.

   

6,174,813

                             

5,824,790

   
   

$

8,657,813

   

$

   

$

   

$

7,440

   

$

7,962,206

   

(4)  Fair Value Measurements

The Fund uses a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels. Level 1 includes quoted prices in active markets for identical investments. Level 2 includes prices determined using other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.). The Independent pricing vendor may value bank loans and debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations, and/or other methodologies designed to identify the market value for such securities and such securities are considered Level 2 in the fair value hierarchy. Level 3 includes prices determined using significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments). These inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of March 31, 2017 to value the Fund's net assets. For the six months ended March 31, 2017, there were no transfers between Levels 1, 2 and 3. The Fund accounts for transfers between levels at the beginning of the period.

Assets at Value

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Convertible Preferred and Warrants

 

Biotechnology

                 

$

2,496,436

   

$

2,496,436

   

Health Care Equipment & Supplies

                   

10,823,007

     

10,823,007

   

Life Sciences Tools & Services

                   

3,361,069

     

3,361,069

   

Pharmaceuticals

               

1,235,604

     

1,235,604

   


29



TEKLA LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

(continued)

Assets at Value

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Convertible Notes and Non-Convertible Notes

 

Health Care Equipment & Supplies

                 

$

285,294

   

$

285,294

   

Common Stocks and Warrants

 

Biotechnology

 

$

306,250,381

             

121,291

     

306,371,672

   

Health Care Equipment & Supplies

   

9,974,539

             

315,507

     

10,290,046

   

Health Care Providers & Services

   

             

126,667

     

126,667

   

Life Sciences Tools & Services

   

17,175,990

             

     

17,175,990

   

Pharmaceuticals

   

40,385,257

             

30,483

     

40,415,740

   

Exchange Traded Fund

   

8,422,036

             

     

8,422,036

   

Short-term Investment

   

   

$

17,000,000

     

     

17,000,000

   

Milestone Interests

 

Pharmaceuticals

   

     

     

4,568,269

     

4,568,269

   

Other Assets

   

     

     

726,708

     

726,708

   

Total

 

$

382,208,203

   

$

17,000,000

   

$

24,090,335

   

$

423,298,538

   

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.

Level 3 Assets

  Balance as of
September 30,
2016
  Net realized
gain (loss) and
change in
unrealized
appreciation
(depreciation)
  Cost of
purchases
and
conversions
  Proceeds
from
sales and
conversions
  Net
transfers
in
(out of)
Level 3
  Balance
as of
March 31,
2017
 

Convertible Preferred and Warrants

 

Biotechnology

 

$

1,845,795

   

($

295

)

 

$

650,936

     

           

$

2,496,436

   
Health Care
Equipment &
Supplies
   

11,980,833

     

(1,436,988

)

   

279,162

     

             

10,823,007

   
Life Sciences Tools &
Services
   

4,641,917

     

(121,288

)

   

70,800

     

(1,230,360

)

           

3,361,069

   

Pharmaceuticals

   

4,662,008

     

4,632,282

     

7,255

     

(8,065,941

)

           

1,235,604

   

Convertible and Non-Convertible Notes

 
Health Care
Equipment &
Supplies
   

0

     

(20

)

   

285,314

     

             

285,294

   

Pharmaceuticals

   

561,304

     

1,124,820

     

5,151

     

(1,691,275

)

           

0

   

Common Stocks and Warrants

 

Biotechnology

   

126,674

     

(5,714

)

   

331

     

             

121,291

   
Health Care
Equipment &
Supplies
   

214,150

     

101,357

     

     

             

315,507

   
Health Care
Providers &
Services
   

126,667

     

     

     

             

126,667

   

Pharmaceuticals

   

64,304

     

(34,508

)

   

687

     

             

30,483

   

Milestone Interests

 

Pharmaceuticals

   

1,123,203

     

36,062

     

3,409,004

     

             

4,568,269

   

Other Assets

   

374,787

     

     

432,820

     

(80,899

)

           

726,708

   

Total

 

$

25,721,642

   

$

4,295,708

   

$

5,141,460

   

($

11,068,475

)

 

$

   

$

24,090,335

   
Net change in unrealized appreciation (depreciation) from
investments still held as of March 31, 2017
                     

($

2,638,791

)

 


30



TEKLA LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

(continued)

The following is a quantitative disclosure about significant unobservable inputs used in the determination of the fair value of Level 3 assets.

  Fair Value at
March 31, 2017
 

Valuation Technique

 

Unobservable Input

  Range
(Weighted Average)
 
Private Companies
and Other
Restricted
Securities
 

$

467,138

   
Income approach,
Black-Scholes
 
 
Discount for lack
of marketability
 
 
20%-80% (48.73)%
 
 
 
     

18,303,096

    Probability–weighted
expected return model
  Discount rate
Price to sales multiple
  16.6%-56.3% (26.64%)
1.21-19.93 (4.87)
 
     

67,499

    Market approach,
recent transaction
  (a)
 
  N/A
 
 
     

5,252,602

    Probability adjusted
value
  Probability of events
Timing of events
  10%-95% (40.19%)
0.20-8.00 (2.77) years
 
   

$

24,090,335

               

(a)  The valuation technique used as a basis to approximate fair value of these investments is based upon subsequent financing rounds. There is no quantitative information to provide as these methods of measure are investment specific.

(5)  Private Companies and Other Restricted Securities

The Fund may invest in private companies and other restricted securities if these securities would currently comprise 40% or less of net assets. The value of these securities represented 5% of the Fund's net assets at March 31, 2017.

The following table details the acquisition date, cost, carrying value per unit, and value of the Fund's private companies and other restricted securities at March 31, 2017. The Fund on its own does not have the right to demand that such securities be registered.

Security (#)

  Acquisition
Date
 

Cost

  Carrying Value
per Unit
 

Value

 

Afferent Milestone Interest

 

7/27/16

 

$

1,123,622

   

$

1,120,395

   

$

1,120,395

   

AlterG, Inc. Series C Cvt. Pfd

 

4/12/13

   

1,427,310

     

0.48

     

1,122,335

   

ARCA biopharma, Inc.

 

Warrants (expiration 6/11/22)

 

6/11/15

   

521

     

0.26

     

84,368

   

BioClin Therapeutics, Inc.

 

Series A Cvt. Pfd

 

1/19/16, 10/24/16

   

750,495

     

0.65

     

750,001

   

Series B Cvt. Pfd

 

3/3/17

   

333,333

     

0.75

     

333,333

   

CardioKinetix, Inc.

 

Series C Cvt. Pfd

 

5/22/08

   

1,653,409

     

0.00

     

0

   

Series D Cvt. Pfd

 

12/10/10

   

546,109

     

0.00

     

0

   

Series E Cvt. Pfd

 

9/14/11

   

1,254,131

     

0.86

     

375,630

   

Series F Cvt. Pfd

 

12/04/14

   

1,645,495

     

3.42

     

1,644,387

   

Warrants (expiration 12/11/19)

 

12/10/09, 2/11/10

   

123

     

0.00

     

0

   

Warrants (expiration 6/03/20)

 

6/03/10, 9/01/10

   

123

     

0.00

     

0

   

Warrants (expiration 8/15/24)

 

8/15/14

   

136

     

0.00

     

0

   

Cercacor Laboratories, Inc. Common

 

3/31/98

   

0

     

2.43

     

315,364

   

EBI Life Sciences, Inc. Series A Cvt. Pfd

 

12/29/11††

   

13,597

     

0.01

     

13,102

   

Eiger BioPharmaceuticals, Inc.

 

Warrants (expiration 10/10/18)

 

10/10/13

   

161

     

0.00

     

0

   


31



TEKLA LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2017

(continued)

Security (#)

  Acquisition
Date
 

Cost

  Carrying Value
per Unit
 

Value

 

Euthymics Biosciences, Inc.

 

Series A Cvt. Pfd

 

7/14/10 - 5/21/12

 

$

2,635,558

   

$

0.00

 

$

2,862

   

GenomeDx Biosciences, Inc.

 

Series C Cvt. Pfd

 

2/22/16

   

1,401,098

     

1.50

     

1,400,000

   

IlluminOss Medical, Inc.

 

Series AA Cvt. Pfd

 

1/21/16

   

956,234

     

1.00

     

951,000

   

Junior Preferred Cvt. Pfd

 

1/21/16

   

1,561,187

     

1.00

     

895,848

   

Cvt. Promissory Note

 

3/28/17

   

285,294

     

100.00

     

285,294

   

Warrants (expiration 3/31/27)

 

3/28/17

   

0

     

0.00

     

0

   

InnovaCare Health, Inc. Common

 

12/21/12††

   

643,527

     

0.86

     

126,667

   

Insightra Medical, Inc.

 

Series C Cvt. Pfd

 

4/29/13 - 4/17/14

   

2,176,269

     

0.00

   

5,126

   

Series C-2 Cvt. Pfd

 

5/25/15

   

1,649,022

     

0.00

   

3,891

   

Cvt. Promissory Note

 

4/15/16

   

186,060

     

0.00

   

0

   

Warrants (expiration 3/31/25)

 

7/24/15

   

141

     

0.00

     

0

   

Warrants (expiration 5/28/25)

 

5/28/15

   

778

     

0.00

     

0

   

Warrants (expiration 8/18/25)

 

8/8/15

   

566

     

0.00

     

0

   

Labcyte, Inc.

 

Series C Cvt. Pfd

 

7/18/05

   

1,283,959

     

1.26

     

3,081,980

   

Series D Cvt. Pfd

 

12/21/12

   

68,608

     

1.38

     

147,906

   

Series E Cvt. Pfd

 

3/27/17

   

70,799

     

1.61

     

131,183

   

Neurovance Milestone Interest

 

3/20/17

   

3,405,499

     

100.00

     

3,405,499

   

Ovid Therapeutics, Inc. Series B Cvt. Pfd

 

8/7/15

   

1,500,233

     

5.12

     

1,232,742

   

Pieris Pharmaceuticals, Inc.,

 

Series A Warrants (expiration 6/8/21)

 

6/7/16

   

3,211

     

0.95

     

22,630

   

Series B Warrants (expiration 6/8/21)

 

6/7/16

   

1,606

     

1.20

     

14,293

   

TargeGen Milestone Interest

 

7/20/10

   

2,965,449

     

0.78

     

42,375

   

TherOx, Inc. Common

 

9/11/00, 7/8/05

   

2,388,426

     

0.02

     

143

   

Tibion Corporation

 

Series B Cvt. Pfd

 

2/23/11

   

905,158

     

0.00

     

0

   

Non-Cvt. Promissory Note

 

7/12/12

   

238,457

     

0.00

     

0

   

Non-Cvt. Promissory Note

 

4/12/13

   

28,213

     

0.00

     

0

   

Warrants (expiration 07/12/17)

 

7/12/12

   

0

     

0.00

     

0

   

Warrants (expiration 10/30/17)

 

10/30/12

   

0

     

0.00

     

0

   

Warrants (expiration 11/28/17)

 

11/28/12

   

0

     

0.00

     

0

   

Veniti, Inc.

 

Series A Cvt. Pfd

 

2/28/11

   

2,276,794

     

1.20

     

3,129,324

   

Series B Cvt. Pfd

 

5/24/13

   

1,199,838

     

1.25

     

1,635,007

   

Series C Cvt. Pfd

 

12/12/14

   

821,310

     

1.48

     

1,060,459

   

Verona Pharma plc

 

Warrants (expiration 7/31/17)

 

7/28/16

   

1,325

     

0.08

     

30,483

   
       

$

37,403,184

       

$

23,363,627

   

  (#)  See Schedule of Investments and corresponding footnotes for more information on each issuer.

  †  Carrying value per unit is greater than $0.00 but less than $0.01.

  ††  Interest received as part of a corporate action for a previously owned security.


32




TEKLA LIFE SCIENCES INVESTORS

INVESTMENT ADVISORY AGREEMENT APPROVAL

The Investment Advisory Agreement (the Advisory Agreement) between the Fund and the Adviser provides that the Advisory Agreement will continue in effect so long as its continuance is approved at least annually by (i) the Trustees of the Fund or the shareholders by affirmative vote of a majority of the outstanding shares and (ii) a majority of the Trustees of the Fund who are not interested persons (the Independent Trustees), by vote cast in person at a meeting called for the purpose of voting on such approval.

After considering the matter in a meeting held on March 23, 2017, the Board, and the Independent Trustees voting separately, determined that the terms of the Advisory Agreement are fair and reasonable and approved the continuance of the Advisory Agreement as being in the best interests of the Fund and its shareholders. In making its determination, the Board considered materials that were specifically prepared by the Adviser at the request of the Board and Fund counsel for purposes of the contract review process, including comparisons of (i) the Fund's performance to its primary benchmark, the NASDAQ Biotech Index® (NBI), and to other investment companies, (ii) the Fund's expenses and expense ratios to those of a peer group of other investment companies, and (iii) the Adviser's profitability with respect to its services for the Fund to the profitability of other investment advisers. The Trustees took into account that the Adviser presently provides investment management services only to the Fund and to Tekla Healthcare Investors, Tekla Healthcare Opportunities Fund and Tekla World Healthcare Fund and does not derive any significant benefit from its relationship with the Fund other than receipt of advisory fees pursuant to the Advisory Agreement, market research and potential marketing exposure for the Adviser. The Board also received and reviewed information throughout the year about the portfolio performance, the investment strategy, the portfolio management team and the fees and expenses of the Fund.

In approving the Advisory Agreement, the Board considered, among other things, the nature, extent, and quality of the services to be provided by the Adviser, the investment performance of the Fund and the Adviser, the costs of services provided and profits realized by the Adviser and its affiliates, and whether fee levels reflect any economies of scale for the benefit of Fund shareholders and the extent to which economies of scale would be realized as the Fund grows. The Board reviewed information about the foregoing factors and considered changes, if any, in such information since its previous approval. The Board also evaluated the financial strength of the Adviser and the capability of the personnel of the Adviser, specifically the strength and background of its investment analysts. Fund counsel provided the Board with the statutory and regulatory requirements for approval and disclosure of investment advisory agreements. The Board, including the Independent Trustees, evaluated all of the foregoing and, considering all factors together, determined in the exercise of its business judgment that the continuance of the Advisory Agreement is in the best interests of the Fund and its shareholders. The following provides more detail on certain factors considered by the Trustees and the Board's conclusions with respect to each such factor.

The nature, extent and quality of the services to be provided by the Adviser. On a regular basis the Board considers the roles and responsibilities of the Adviser as a whole, along with specific portfolio management, support and trading functions the Adviser provides to the Fund. The Trustees considered the nature, extent and quality of the services provided by the Adviser to the Fund. The Trustees continue to be satisfied with the quality and value of the investment advisory services provided to the Fund by the Adviser, and, in particular, the management style and discipline followed by the Adviser and the quality of the Adviser's research, trading, portfolio management, compliance and administrative personnel. The Trustees also took into account the Adviser's significant investment in its business through the addition of portfolio management and administrative staff in recent years and the Adviser's commitment to continue to build out its infrastructure as future circumstances require.


33



TEKLA LIFE SCIENCES INVESTORS

INVESTMENT ADVISORY AGREEMENT APPROVAL

(continued)

The investment performance of the Fund and the Adviser. On a regular basis the Board reviews performance information for the Fund and discusses the Fund's investment strategy with the Adviser. The Trustees reviewed performance information for the Fund and, in particular, performance information for the past one-, three-, five- and ten-year periods; comparisons of the Fund's performance to its benchmark, NBI and other investment companies; and information relating to the performance of the Fund's venture capital portfolio. The Trustees noted that the performance information reviewed reflects a view only of the Fund's performance as of a certain date, and that the results might be significantly different if a different date is selected to generate the performance information. Additionally, the Trustees recognized that the longer periods of performance for the Fund may be adversely and disproportionately affected by significant underperformance in one more recent period, and that such underperformance may be caused by a small number of investment decisions or positions.

In considering the Fund's relative performance, the Trustees noted that, although an independent service provider had been engaged to help identify the appropriate benchmark and peer group for the Fund, the Fund's unique strategy presents challenges when comparing the Fund's performance to a single benchmark or a peer group, as no single benchmark or fund within the peer group contains this same strategy. In particular, the Trustees observed that the Fund's strategy includes a meaningfully lower allocation to biotechnology compared to the primary benchmark (the NBI) and the funds in the peer group. The Trustees noted that, as a result, all other things being equal, in periods when biotechnology performs well, the Fund might be expected to underperform that index (or the peer group), and vice versa. Additionally, the Fund has a meaningful allocation to venture and restricted securities, whereas neither the NBI nor the funds in the peer group have a similar allocation to such securities. In light of these differences, the Trustees recognized the more limited usefulness of these performance comparisons for the Fund.

With respect to the performance of the Fund against its primary benchmark, the Trustees noted that although the benchmark's performance generally exceeded the Fund's returns measured by net asset value over the five- and ten-year periods, the Fund's performance exceeded that of the benchmark for the one- and three-year periods. With respect to the net asset value performance of the Fund against a peer group, the Trustees noted that the Fund has lagged its peer group over the one- and three-year periods, but compared well over the longer five- and ten-year periods.

The Trustees also observed that the Fund had historically achieved its objective of generating performance sufficient to support its targeted dividend, although they acknowledged that there could be no assurance this would continue in future periods.

The Trustees continue to be satisfied with the long-term investment performance of the Fund and the Adviser.

The costs of services to be provided and profits to be realized by the Adviser from its relationship with the Fund. The Trustees considered the various services provided by the Adviser to the Fund and reviewed comparative information regarding the expenses and expense ratios of the Fund and a peer group of other investment companies. The Trustees noted that the Adviser's fees are within the range of fees presented in the comparative information and noted that a portion of the Fund's investment portfolio is invested in venture and restricted securities, a portfolio management service that can warrant higher management fees than those charged by the Adviser pursuant to the Advisory Agreement. The Trustees also considered financial information provided by the Adviser, including financial statements of the Adviser and a comparison of the Adviser's profitability with respect to its services for the Fund to the profitability of other investment advisers. Based on the information provided to and evaluated


34



TEKLA LIFE SCIENCES INVESTORS

INVESTMENT ADVISORY AGREEMENT APPROVAL

(continued)

by the Trustees, the Trustees concluded that the fees charged by the Adviser are fair and reasonable in light of the quality and nature of the services provided by the Adviser and that the profitability of the Adviser's relationship with the Fund has not been excessive. The fees charged by the Adviser are within a reasonable range of fees as compared to fees charged by other investment advisers, and the services provided by the Adviser and the amounts paid under the Advisory Agreement are sufficiently favorable in comparison to the services rendered and fees charged by others for similar services to warrant a finding that fees to be paid by the Fund are fair.

Whether fee levels reflect economies of scale and the extent to which economies of scale would be realized as the Fund grows. The Trustees considered the fee schedule in the Advisory Agreement and noted that it provides for breakpoints that would reduce the effective fee to the extent the Fund's net assets should increase, allowing the Fund to share in the benefits of any economies of scale that would inure to the Adviser as the Fund's assets increase. Given the closed-end structure of the Fund, its current asset size, and the fact that any economies of scale are modest at current Fund asset levels, the Trustees determined that the Fund's advisory fee schedule is satisfactory and fair.


35



TEKLA LIFE SCIENCES INVESTORS

PRIVACY NOTICE: If you are a registered shareholder of the Fund, the Fund and Tekla Capital Management LLC, the Fund's investment adviser, may receive nonpublic personal information about you from the information collected by the transfer agent from your transactions in Fund shares. Any nonpublic personal information is not disclosed to third parties, except as permitted or required by law. In connection with servicing your account and effecting transactions, the information received may be shared with the investment adviser and non-affiliates, including transfer agents, custodians or other service companies. Access to your nonpublic personal information is restricted to employees who need to know that information to provide products or services to you. To maintain the security of your nonpublic personal information, physical, electronic, and procedural safeguards are in place that comply with federal standards. The policies and practices described above apply to both current and former shareholders.

If your Fund shares are held in "street name" at a bank or brokerage, we do not have access to your personal information and you should refer to your bank's or broker's privacy policies for a statement of the treatment of your personal information.

FOR MORE INFORMATION: A description of the Fund's proxy voting policies and procedures and information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge, upon request by calling 1-800-451-2597; (ii) by writing to Tekla Capital Management LLC at 100 Federal Street, 19th Floor, Boston, MA 02110; (iii) on the Fund's website at www.Teklacap.com; and (iv) on the SEC's website at http://www.sec.gov.

The Fund's complete Schedule of Investments for the first and third quarters of its fiscal year will be filed quarterly with the SEC on Form N-Q. A link to this Schedule of Investments will also be available on the Fund's website at www.Teklacap.com, or the SEC's website at http://www.sec.gov. The Fund's Form N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC or by calling 1-800-SEC-0330.

You can find information regarding the Fund at the Fund's website, www.teklacap.com. The Fund regularly posts information to its website, including information regarding daily share pricing and distributions and press releases, and maintains links to the Fund's SEC filings. The Fund currently publishes and distributes quarterly fact cards, including performance, portfolio holdings and sector information for each fiscal quarter. These fact cards will be available on the Fund's website and by request from the Fund's marketing and investor support services agent, Destra Capital Investments, at 1-877-855-3434.

DISTRIBUTION POLICY: The Fund has a managed distribution policy as described in the Notes to Financial Statements. For more information contact your financial adviser.

SHARE REPURCHASE PROGRAM: In March 2017, the Trustees reauthorized the share repurchase program to allow the Fund to repurchase up to 12% of its outstanding shares for a one year period ending July 14, 2018.

PORTFOLIO MANAGEMENT: Daniel R. Omstead, Ph.D., Jason C. Akus, M.D./M.B.A., Timothy Gasperoni, M.B.A, Ph.D., Christian M. Richard, M.B.A, M.S., Christopher Abbott, Robert Benson, CFA, CAIA, Amanda Birdsey-Benson, Ph.D., Alan Kwan, M.B.A, Ph.D. and Joshua A.W. Mosberg, Ph.D. are members of a team that analyzes investments on behalf of the Fund. Dr. Omstead exercises ultimate decision making authority with respect to investments.

HOUSEHOLDING: A number of banks, brokers and financial advisers have instituted "householding". Under this practice, which has been approved by the SEC, only one copy of shareholder documents may be delivered to multiple shareholders who share the same address and satisfy other conditions. Householding is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. If you do not want the mailing of your shareholder documents to be combined with those of other members of your household, please contact your bank, broker or financial adviser.


36




TEKLA LIFE SCIENCES INVESTORS

New York Stock Exchange Symbol: HQL
NAV Symbol: XHQLX

100 Federal Street, 19th Floor
Boston, Massachusetts 02110
(617) 772-8500
www.teklacap.com

Officers

Daniel R. Omstead, Ph.D., President
Laura Woodward, CPA, Chief Compliance Officer,
Secretary and Treasurer

Trustees

Michael W. Bonney
Rakesh K. Jain, Ph.D.
Daniel R. Omstead, Ph.D.
Oleg M. Pohotsky, M.B.A., J.D.
William S. Reardon, CPA
Uwe E. Reinhardt, Ph.D.
Lucinda H. Stebbins, CPA

Investment Adviser

Tekla Capital Management LLC

Administrator & Custodian

State Street Bank and Trust Company

Transfer Agent

Computershare, Inc.

Legal Counsel

Dechert LLP

Shareholders with questions regarding share transfers may call their bank, broker or financial adviser or the Transfer Agent at 1-800-426-5523.

Daily net asset value may be obtained from
our website (
www.teklacap.com) or by calling

(617) 772-8500




 

ITEM 2. CODE OF ETHICS.

 

Not applicable to this semi-annual filing.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

Not applicable to this semi-annual filing.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Not applicable to this semi-annual filing.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable to this semi-annual filing.

 

ITEM 6.  INVESTMENTS.

 

The Registrant’s Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.

 

ITEM 7.  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable to this semi-annual filing.

 



 

ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

 

Not applicable to this semi-annual filing.

 

ITEM 9.  PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

Period

 

(a) Total No.
of Shares
Purchased (1)

 

(b) Average
Price Paid per
Share

 

(c) Total No.
of Shares
Purchased as
Part of
Publicly
Announced Plans
or Programs

 

(d) Maximum No.
of Shares that
May Yet Be
Purchased Under
the Plans or
Programs

 

Month #1 (Oct. 1, 2016 - Oct. 31, 2016)

 

 

 

 

 

 

 

2,489,216

 

Month #2 (Nov. 1, 2016 — Nov. 30, 2016)

 

24,167

 

$

16.81

 

24,167

 

2,465,049

 

Month #3 (Dec. 1, 2016 — Dec. 31, 2016)

 

 

 

 

 

 

 

2,465,049

 

Month #4 (Jan. 1, 2017 — Jan. 31, 2017)

 

 

 

 

 

 

 

2,465,049

 

Month #5 (Feb. 1, 2017 — Feb. 28, 2017)

 

 

 

 

 

 

 

2,465,049

 

Month #6 (Mar. 1, 2017 — Mar. 31, 2017)

 

 

 

 

 

 

 

 

 

Total

 

24,167

 

$

16.81

 

24,167

 

 

 

 


(1)                                 On June 30, 2011, the share repurchase program was announced, which has been subsequently reviewed and approved by the Board of Trustees.  On March 24, 2016, the share repurchase program was renewed, allowing the Registrant to repurchase up to 12% of its outstanding shares for a one year period ending July 10, 2017. On March 23, 2017, the Trustees approved the renewal of the repurchase program to allow the Registrant to repurchase up to 12% of its outstanding shares in the open market for a one year period ending July 14, 2018.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board of Trustees, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A, or this Item.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

(a)             In the opinion of the principal executive officer and principal financial officer, based on their evaluation which took place within 90 days of this filing, the Registrant’s disclosure controls and procedures are adequately designed and are operating effectively to ensure (i) that material information relating to the Registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared; and (ii) that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms.

 

(b)               There were no changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent second fiscal quarter that have materially affected or that are reasonably likely to materially affect the Registrant’s internal control over financial reporting.

 



 

ITEM 12. EXHIBITS

 

(a)(1)      Code of Ethics - Not applicable to this semi-annual filing.

 

(a)(2) Separate certifications of the Principal Executive and Financial Officers as required by Rule 30a-2(a) under the 1940Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto (Exhibit 1 and 2).

 

(a)(3) Notice to Fund’s shareholders in accordance with Investment Company Act Section 19(a) and Rule 19a-1 (Exhibit 3).

 

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto (Exhibit 4).

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)

TEKLA LIFE SCIENCES INVESTORS

 

 

 

By (Signature and Title)*

/s/ Daniel R. Omstead

 

 

Daniel R. Omstead, President

 

 

 

Date:

6/2/17

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*

/s/ Laura Woodward

 

 

Laura Woodward, Treasurer

 

 

 

Date:

6/2/17

 

 


* Print the name and title of each signing officer under his or her signature.