Form N-CSR/A - Certified Shareholder Report: [Amend]
25 Agosto 2023 - 3:35PM
Edgar (US Regulatory)
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number |
811-06565 |
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Tekla Life Sciences Investors |
(Exact name of registrant as specified in charter) |
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100
Federal Street, 19th Floor, Boston, MA |
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02110 |
(Address of principal executive offices) |
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(Zip code) |
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Laura Woodward, Chief Compliance Officer
and Vice President of Fund Administration
100
Federal Street, 19th Floor, Boston, MA 02110 |
(Name and address of agent for service) |
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Registrant’s telephone number, including area code: |
617-772-8500 |
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Date of fiscal year end: |
September 30 |
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Date of reporting period: |
October
1, 2021 to September 30, 2022 |
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Explanatory Note
The Registrant is filing this amendment to its Form N-CSR for the
period ended September 30, 2022, originally filed with the Securities and Exchange Commission on December 7, 2022 (Accession Number
0001104659-22-125155), for the purpose of including Items 4(i) and 4(j) on page 4; updating Item 11(b) on page 5 to reference the
entire period covered by the report; and updating the certifications in Exhibits 1 and 2 of Item 13 to address the entire period
covered by the report.
Items 1 through 3, Items 5 through 10 and Items 12 through 13
(excluding Items 13(a)(2) and 13(b)) to the Amendment are incorporated by reference from the Original Filing.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
| (a) | Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for those fiscal years were $115,180 for the fiscal year ended
September 30, 2022 and $105,770 for the fiscal year ended September 30, 2021. |
| (b) | Audit Related Fees. The Registrant was not billed any fees in each of the last two fiscal years ended September 30 for
assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s
financial statements and not otherwise included above. |
| (c) | Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning were $6,670 for the fiscal year ended September 30, 2022 and $6,180
for the fiscal year ended September 30, 2021. The nature of the services comprising the fees disclosed under this category
was tax compliance. |
| (d) | All Other Fees. The Registrant was not billed any fees in each of the last two fiscal years ended September 30 for products
and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of
this Item. |
| (e) | (1) Pre-approval Policies and Procedures. |
Pursuant to the Registrant’s Audit
Committee Charter (“Charter”), the Audit Committee is responsible for approving in advance the firm to be
employed as the Registrant’s independent auditor. In addition, the Charter provides that the Audit Committee is
responsible for approving any and all proposals by the Registrant, its investment adviser or their affiliated persons or any
entity controlling, controlled by, or under common control with the adviser that provides services to the Registrant to
employ the independent auditor to render permissible non-audit services related directly to the operations and financial
reporting of the Registrant. In determining whether to pre-approve non-audit services, the Audit Committee considers whether
such services are consistent with the independent auditor’s independence. The Charter further permits the Audit
Committee to delegate to one or more of its members authority to pre-approve permissible non-audit services to the
registrant, provided that any pre-approval determination of a delegate is for services with an estimated budget of less than
$15,000.
(2) None
of the services described in each of paragraphs (b) through (d) of this Item were approved by the Audit Committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. All services described in paragraphs (b) though (d) of
the NCSR were approved in advance by the Audit Committee of each Fund.
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 fiscal year that have materially affected or that are reasonably likely to materially affect the Registrant’s
internal control over financial reporting. |
ITEM 13. EXHIBITS.
(a) (2) Separate certifications of the Principal Executive and Financial Officers as required by Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto (Exhibit 2 and 3).
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto (Exhibit 5).
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, there unto duly authorized.
(Registrant) |
TEKLA
LIFE SCIENCES INVESTORS |
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By
(Signature and Title)* |
/s/
Daniel R. Omstead |
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Daniel
R. Omstead, President |
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Date: |
8/25/23 |
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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 |
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Laura Woodward, Treasurer |
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Date: |
8/25/23 |
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* Print the name and title of each signing officer under his
or her signature.
Exhibit 99.CERT
EXHIBIT 2: CERTIFICATION OF PRINCIPAL
EXECUTIVE OFFICER
I, Daniel R. Omstead, certify that:
1. I
have reviewed this report on Form N-CSR of TEKLA LIFE SCIENCES INVESTORS;
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements
are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this
report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the period covered by this report that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial
information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date: |
8/25/23 |
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/s/ Daniel R. Omstead |
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Name: Daniel R. Omstead |
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Title: President |
EXHIBIT 3: CERTIFICATION OF PRINCIPAL
FINANCIAL OFFICER
I, Laura Woodward, certify that:
1. I
have reviewed this report on Form N-CSR of TEKLA LIFE SCIENCES INVESTORS;
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements
are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this
report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the period covered by this report that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial
information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date: |
8/25/23 |
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/s/ Laura Woodward |
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Name: Laura Woodward |
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Title: Treasurer |
Exhibit 99.906CERT
EXHIBIT 5: CERTIFICATION PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, each of the undersigned officers of TEKLA LIFE SCIENCES INVESTORS, do hereby certify, to such officer’s knowledge,
that the report on Form N-CSR of TEKLA LIFE SCIENCES INVESTORS for the period ended September 30, 2022 fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and information
contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of
TEKLA LIFE SCIENCES INVESTORS for the stated period.
Dated: |
8/25/23 |
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/s/ Daniel R. Omstead |
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/s/ Laura Woodward |
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Name: Daniel R. Omstead |
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Name: Laura Woodward |
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Title: President |
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Title: Treasurer |
A signed original of this written statement required by Section 906
has been provided to TEKLA LIFE SCIENCES INVESTORS and will be retained by TEKLA LIFE SCIENCES INVESTORS and furnished to the SEC
or its staff upon request. This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
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