SEC Division of Investment Management staff letter: Tekla Life Sciences Investors — Omission of Shareholder Proposal Submitted by Kenneth Steiner

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Securities Exchange Act of 1934 — Rule 14a-8 Tekla Life Sciences Investors

March 8, 2018

Mr. Christopher P. Harvey, Esq. Dechert LLP One International Place, 40th Floor Boston, MA 02110-2605

Tekla Life Sciences Investors Omission of Shareholder Proposal Submitted by Kenneth Steiner

Dear Mr. Harvey:

In a letter dated January 19, 2018, on behalf of Tekla Life Sciences Investors (the “Fund”), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “Proposal”) submitted by Kenneth Steiner (the “Proponent”) is excluded from the proxy materials for the Fund’s 2018 Annual Meeting (the “Proxy Materials”). The Proposal provides:

RESOLVED, shareholders ask that our Company take the steps necessary to reorganize the Board of Directors into one class with each director subject to election each year.

The Fund maintains that the Proposal may be excluded from the Proxy Materials: (1) pursuant to Rule 14a-8(i)(8)(ii) because it would remove a director from office before his or her term expired; and (2) pursuant to Rule 14a-8(i)(3) because the Supporting Statement contains statements that are materially false or misleading.

There appears to be some basis for your view that the Fund may exclude the Proposal under Rule 14a-8(i)(8)(ii) to the extent it could, if implemented, disqualify directors previously elected from completing their terms on the board. It appears, however, that this defect could be cured if the Proposal were revised to provide that it will not affect the unexpired terms of directors elected prior to the Proposal’s implementation. Accordingly, unless the Proponent provides the Fund with a proposal revised in this manner, within seven calendar days after receiving this letter, we will not recommend enforcement action to the Commission if the Fund omits the Proposal from its proxy materials in reliance on Rule 14a-8(i)(8)(ii).

We are unable to concur in your view that the Fund may exclude the Proposal from the Proxy Materials under Rule 14a-8(i)(3). We are unable to conclude that you have demonstrated objectively that the proposal is materially false or misleading. Accordingly, we cannot assure the Fund that we would not recommend Enforcement action if the Fund excludes the Proposal from its Proxy Materials in reliance on Rule 14a 8(i)(3).

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. You may contact me at (202) 551-3125 if you have any questions.

Sincerely, /s/ Raymond A. Be Raymond A. Be Attorney-Adviser

cc: John Chevedden

Attachment

Division of Investment Management Informal Procedures Regarding Shareholder Proposals

The Division of Investment Management believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division’s staff considers the information furnished to it by an investment company in support of its intention to exclude the proposals from the investment company’s proxy material, as well as any information furnished by the proponent or the proponent’s representative.

The staff will always consider information concerning alleged violations of the statutes administered by the Commission, including arguments as to whether or not activities proposed to be taken would be violative of the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff’s informal procedures and proxy review into a formal or adversary procedure.

The determination reached by the staff in connection with a shareholder proposal submitted to the Division under Rule 14a-8 does not and cannot purport to “adjudicate” the merits of an investment company’s position with respect to the proposal. Only a court, such as a U.S. District Court, can decide whether an investment company is obligated to include shareholder proposals in its proxy material. Accordingly a discretionary determination not to recommend or take Commission enforcement action does not preclude a proponent, or any shareholder of an investment company, from pursuing any rights he or she may have against the investment company in court should management omit the proposal from the investment company’s proxy material.

Incoming Letters

The Incoming Letters from the trust and proponent are in Acrobat format.

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Modified: 03/12/2018