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                                               February 5, 2021

Allison M. Fumai, Esq.
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110

       Re:    Tekla World Healthcare Fund
              Registration Statement on Form N-2
              File Nos. 333-251975; 811-23037

Dear Ms. Fumai:

        The staff has reviewed the above-referenced registration statement,
which the
Commission received on January 8, 2021. Based on our review, we have the
following
comments on the registration statement. Capitalized terms have the same meaning
as defined in
the registration statement. Where a comment requests a change to disclosure,
please make
corresponding changes wherever similar disclosure appears in the registration
statement.

General

   1. We note that portions of the registration statement are incomplete. We
may have
      additional comments on such portions when you complete them in a
pre-effective
      amendment, on disclosures made in response to this letter, on information
supplied
      supplementally, or on exhibits added in any amendments.

   2. Please either confirm that the rights offering will not involve any
arrangements among
      the Trust, any underwriters, and/or any broker dealers or that FINRA has
reviewed any
      proposed underwriting terms and other arrangements for the transaction
described in the
      registration statement and has no objections.

   3. In an appropriate location within the prospectus, please provide an
example showing the
      extent of the dilutive effect when the Subscription Price is below the
net asset value on
      the Pricing Date. Please present the dilution information in a tabular
format that gives
      full effect, in per dollar and per percentage amount, of the Primary
Subscription and the
      Over-Subscription Privilege.
 Allison M. Fumai, Esq.
Page 2


                                           Prospectus

Cover

   4. Along with the Subscription Price formula to be disclosed, please
disclose on the Cover
      other material information Shareholders should be aware of with respect
to the Offer.
      This should include information disclosed in The Offer on page 34, such
as the time
      period during which Rights may be exercised, the nature of the Shares
issued, and
      whether the Shares issued in the Offer will be listed and where. Also,
immediately
      following the discussion of the formula for determining the Subscription
Price, please
      disclose the "Estimated Subscription Price Per Share", as referenced at
the top of page 38.

   5. Please clarify in the disclosure how long after the Expiration Date (a) a
Shareholder who
      exercises the right to purchase a Primary Subscription will receive
subscribed Shares and
      (b) a Shareholder who exercises the Over-Subscription Privilege will
receive additional
      Shares, or add a cross-reference to where such information is presented
in the prospectus.

   6. Please disclose on the Cover the last reported NAV per Share and the last
reported sales
      price per Share on the NYSE. If this price represents a discount,
indicate by how much.

   7. In the second paragraph, the disclosure states    Shareholders who
exercise their Rights
      will not know the Subscription Price at the time they exercise their
Rights.    Please
      disclose this sentence prominently in all caps and bold on the Cover.
Please also disclose
      in plain English the reason for this.

   8. Please disclose on the Cover, highlighted in bold, that the rights
offering: (a) will
      substantially dilute the net asset value of shares owned by Shareholders
who do not fully
      exercise their rights and purchase additional Shares; (b) will
substantially dilute the
      voting power of Shareholders who do not fully exercise their rights since
they will own a
      smaller proportionate interest in the Trust upon completion of the
offering; and (c) may
      increase the discount if the subscription price per Share is set at a
time when Shares are
      trading at a discount.

   9. At the top of page 2 of the Cover, the disclosure states that the Trust
s distributions may
         constitute a return of capital.    Please highlight this disclosure in
bold. Please also
      disclose here, in a simple and understandable manner, what a return of
capital is and its
      impact on Shareholders. In doing so, please disclose that while
distributions that
      represent a return of capital will generally not be taxable to
Shareholders, but rather these
      distributions may reduce a Shareholder   s cost basis, which could result
in Shareholders
      having to pay higher taxes in the future when shares are sold, even when
shares are sold
      at a loss from the original investment. Alternatively, include a
cross-reference to the
      discussion of return of capital in the prospectus.
 Allison M. Fumai, Esq.
Page 3


Prospectus Summary

   10. On page 4, in The Offer, Subscription Price, the disclosure uses the
term   Expiration
       Date.   Please define that term here for context, or add   as defined
below.   The
       disclosure also uses the term   Pricing Date.   Please define that term
here, or within the
       prospectus and similarly add   as defined below.

   11. On page 5, at the end of Purpose of the Offer, the disclosure states, in
brackets,   The
       Offer allows you the opportunity to purchase additional Shares of the
Trust at a price that
       will be below the average market value calculated at the Expiration
Date.   Please
       explain in the disclosure what   average market value   is. Please also
reiterate here that
       Shareholders will not know the Subscription Price at the time they
exercise their Rights.

   12. Please delete the duplicate sentence at the end of the carry-over
paragraph at the top of
       page 6.

   13. On page 8, in the penultimate sentence of the third paragraph in The
Trust, General
       Investment Guidelines, the disclosure refers to   Healthcare REITs (as
defined herein).
       Healthcare REITs are first defined in the SAI. As the Trust   may invest
up to 20% of its
       Managed Assets in Healthcare REITs  , please define these investments in
the Prospectus
       Summary.

   14. In the first full sentence at the top of page 9, in The Trust, General
Investment
       Guidelines, the disclosure states   The Trust may hedge its non-U.S.
dollar exposure from
       0%-100% at any given time   .   Please explain the Trust  s hedging
strategy in this
       section and disclose the types of securities the Trust uses in this way.
In doing so,
       consider including here language from the first paragraph in Risk
Factors, Forward
       Contract Risk on page 18.

   15. On page 10, Venture Capital Investments, please clarify what the term
venture capital
       investments   means. Will these investments include only early stage
private companies
       or will they also include venture capital funds? Please disclose the
types of investments
       the Trust will make in these companies. Please also inform us the extent
of the Trust  s
       investment in venture capital securities or funds and other types of
private investments.
       Will these investments comprise greater than 15% of the Trust  s
portfolio? If the Trust
       expects it will invest in private funds, we may have additional comments
regarding
       limitations on such investments or shareholder eligibility.

   16. Regarding the disclosure in Risk Factors, beginning on page 11, we have
the following
       comment. We generally encourage providing a prospectus summary where the
length
       and complexity of the prospectus makes a summary useful, and believe a
summary
       should only provide a brief overview of your business, the key aspects
of your offering,
       and related risks. Your summary is approximately 28 pages and includes
detailed risk
       disclosures that are repeated later in your document. As written we
believe your
 Allison M. Fumai, Esq.
Page 4


       summary risk disclosure is too lengthy and detailed for its purpose.
Please revise as
       appropriate.

   17. On page 11, the disclosure in Risk Factors, Dilution  Net Asset Value
and Non-
       Participation in the Offer is dense and difficult to comprehend. Please
highlight the
       information and break up the disclosure using bullet points or other
formatting
       techniques.

   18. On page 26, the disclosure in Risk Factors, Anti-Takeover Provision
Risk, states that the
       Trust   s Declaration of Trust and By-Laws, contains certain
anti-takeover    provisions
       and Trustee nomination provisions. With a view to disclosure later in
the registration
       statement, please tell us of any changes made by the Trust within the
past year related to
       Anti-Takeover or similar defensive tactics. In this regard, please also
tell us what
       "provisions regarding qualifications for nominees for Trustee
provisions" you currently
       have in place, their purpose, and whether they apply equally to
incumbent and new
       Trustees.

   19. In Risk Factors, the disclosure describes the risks associated with
equity-linked notes,
       exchange-traded funds and SPACs. Please disclose these investments as
principal
       investments of the Trust in General Investment Guidelines. If these
investments are not
       principal investments of the Trust, please move risk disclosure related
to them to the SAI.

Trust Expenses

   20. Please confirm to us that interest expenses on borrowings do not require
a separate line
       item in the fee table. If they do need to be broken out, please do so in
the revised table.

Financial Highlights and Investment Performance

   21. Your financial highlights indicate that you have returned investor
capital in each of the
       past three years. If one of the purposes of the offering is to help you
maintain your
       distribution policy, then Use of Proceeds related disclosures should
state so clearly,
       throughout your document.

       In addition, existing disclosure about potential return of capital in
the future should be
       contextualized with clear disclosure of your historical pattern of
returning capital.

The Offer

   22. At the top of page 34, the disclosure states    The Rights are
non-transferable. Therefore,
       only the underlying Shares will be listed for trading on the NYSE or any
other
       exchange.    Please clarify that because the Rights are
non-transferable, they may not be
       purchased or sold, and a Shareholder cannot trade the Rights on the
secondary market if
       he or she chooses not to exercise them.
 Allison M. Fumai, Esq.
Page 5


   23. On page 34, in Purpose of the Offer, in the middle of the first
paragraph, the disclosure
       states   The Board was informed by the Investment Adviser that
Shareholders could
       potentially realize significant benefits from increased investment in
both venture capital
       securities and publicly traded Healthcare Companies [emphasis added].
As indicated by
       this disclosure, will the Trust  s investment strategy focus to a
greater extent on venture
       capital securities and will a greater percentage of the Trust  s
portfolio be comprised of
       these securities following the Offer? If so, please revise the
disclosure of the Trust's
       investment strategy to reflect this and/or any other material change
resulting from the
       Offer. Please note, as required by Item 7 of Form N-2, the Trust must
identify how it
       intends to use the net proceeds of the Offer and clarify the approximate
amount to be
       used for each purpose.

   24. On page 35, in the penultimate bullet, the disclosure states that in
determining that the
       Offer was in the best interest of Shareholders, the Board considered a
variety of factors,
       including that the Offer   would provide the Investment Adviser with
additional flexibility
       in managing the Trust's portfolio to satisfy applicable portfolio
diversification
       requirements.   As the Trust is non-diversified under the 1940 Act,
please clarify what
       diversification requirements the disclosure is referring to here.

   25. On page 35, in Over-Subscription Privilege, please clarify that
Shareholders who choose
       not to exercise their full rights to purchase additional Shares will
permit Shareholders
       who exercise the Over-Subscription Privilege to purchase additional
Shares at a discount
       without furnishing additional rights or providing any compensation to
the non-
       participating Shareholders for the dilution of their ownership
percentage or voting rights.

Use of Proceeds

   26. On page 41, at the end of the first sentence, the disclosure contains
the phrase   after
       deducting expenses payable by the Trust estimated at approximately $[ ].
  However,
       disclosure on page 5, Expenses of the Offer, states the   Investment
Adviser, and not the
       Trust, will bear the expenses of the Offer; therefore, none of such
expenses will be borne
       by the Trust  s Shareholders.   Please reconcile this inconsistency.

   27. On page 41, the disclosure indicates that following completion of the
Offer, the Trust  s
       investment in Restricted Securities   may be purchased as appropriate
opportunities arise,
       which could take up to one year or longer, and the Trust may choose to
be more fully
       invested in publicly-traded securities during such period.   The
disclosure further states
       that   Pending investment in the securities described above, the
proceeds will be held in
       U.S. Government Securities, highly rated money market instruments or
mutual funds that
       invest in such instruments. With respect to this 12-month delay, please
explain why a
       delay of that length is consistent with the Staff  s statements in the
Guidelines to Form N-
       2, Guide 1. In particular, if the investment process is delayed more
than six months will
       the Trust obtain shareholder consent to go beyond six months as required
by the
       Guidelines?
 Allison M. Fumai, Esq.
Page 6



                                 Statement of Additional Information

   28. On page 22, in Trustees and Officers, the heading of the third column of
the table is
          Principal Occupation(s) During Past 5 Years and Other Directorships
Held   . In
       compliance with the requirement of Item 18 of Form N-2 to indicate any
directorships
       held during the past five years by each director, please move the phrase
   Past 5 Years    to
       follow    Other Directorships Held   . Please make corresponding changes
to the
       information presented in the chart as may be necessary.

   29. On page 34, in Portfolio Management, Other Accounts Managed, as required
by Item
       21.1.c of Form N-2, for each account presented in the table, please
indicate the number of
       accounts and the total assets in the accounts with respect to which the
advisory fee is
       based on the performance of the account.

Part C: Other Information

   30. In Item 25. Financial Statements and Exhibits, Exhibit n.(ii), please
confirm that each
       Power of Attorney listed is up to date and relates specifically to this
registration
       statement, as required by Rule 483(b) under the Securities Act.

Accounting Comments

   31. Please ensure that the fee table, hypothetical expense examples,
references to the auditor,
       auditor   s consent, and seed financials are provided in an amendment to
the registration
       statement.

   32. Please explain how the Fund is satisfying the senior securities form
requirement of N-2
       Item 4.3.


                     *       *      *       *       *      *       *       *

       A response to this letter should be in the form of a pre-effective
amendment filed
pursuant to Rule 472 under the Securities Act. The pre-effective amendment
filing should be
accompanied by a supplemental letter that includes your responses to each of
these comments.
Where no change will be made in the filing in response to a comment, please
indicate this fact in
your supplemental letter and briefly state the basis for your position.
 Allison M. Fumai, Esq.
Page 7




        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of
action by the staff. Should you have any questions regarding this letter,
please contact me at
(202) 551-6779 or Rossottok@sec.gov.

                                               Sincerely,

                                               /s/ Karen Rossotto

                                               Karen Rossotto
                                               Senior Counsel

cc:    Jay Williamson, Branch Chief
       Mindy Rotter, Staff Accountant
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