Edgar Filing: H&Q HEALTHCARE INVESTORS

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

H&Q HEALTHCARE INVESTORS
H&Q LIFE SCIENCES INVESTORS
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
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H&Q HEALTHCARE INVESTORS
H&Q LIFE SCIENCES INVESTORS
30 Rowes Wharf, Fourth Floor
Boston, Massachusetts 02110-3328
(617) 772-8500

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of
H&Q HEALTHCARE INVESTORS and H&Q LIFE SCIENCES INVESTORS:

An Annual Meeting of Shareholders of H&Q Healthcare Investors and of H&Q
Life Sciences Investors (each a "Fund") will be held on Wednesday, June 18,
2003, at 9:00 a.m. at the Boston Harbor Hotel, 70 Rowes Wharf, Boston,
Massachusetts 02110, for the following purposes:

(1) The election of Trustees of each Fund;

(2) The ratification or rejection of the selection of
PricewaterhouseCoopers LLP as the independent public accountants of
each Fund for the fiscal year ending September 30, 2003; and

(3) The transaction of such other business as may properly come before
the Annual Meeting and any adjournment or adjournments thereof.

Although the Annual Meetings are held together for convenience in order to
hear common presentations, each Fund's shareholders take action independently of
the other. Shareholders of record at the close of business on May 7, 2003 will
be entitled to vote at the Annual Meeting or at any adjournment or adjournments
thereof.

By Order of the Board of Trustees,

[SIGNATURE]

Jennifer L. Morris,
Secretary

May 14, 2003

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PLEASE COMPLETE, DATE AND SIGN THE PROXY FOR THE SHARES HELD BY YOU AND RETURN
THE PROXY IN THE ENVELOPE PROVIDED (OR TAKE ADVANTAGE OF THE ELECTRONIC OR
TELEPHONIC VOTING PROCEDURES DESCRIBED ON THE VOTING INSTRUCTION CARD) SO THAT
YOUR VOTE CAN BE RECORDED. NO POSTAGE IS REQUIRED IF THE ENVELOPE IS MAILED IN
THE UNITED STATES. IT IS IMPORTANT THAT YOU RETURN YOUR SIGNED PROXY PROMPTLY
(OR VOTE BY OTHER AVAILABLE MEANS), REGARDLESS OF THE SIZE OF YOUR HOLDINGS, SO
THAT A QUORUM MAY BE ASSURED.
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H&Q HEALTHCARE INVESTORS
H&Q LIFE SCIENCES INVESTORS

JOINT PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees of H&Q Healthcare Investors ("HQH") and of H&Q Life Sciences
Investors ("HQL" and, together with HQH, each is referred to separately as the
"Fund" and collectively as the "Funds") of proxies to be voted at the Joint
Annual Meeting of Shareholders (the "Annual Meeting") of the Funds to be held on
June 18, 2003, and any adjournment or adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting, dated May 14, 2003. Unless
otherwise indicated, all information and each proposal ("Proposal") applies
separately to each Fund. This Proxy Statement, the Notice of Annual Meeting and
the Proxy Card(s) are first being mailed to shareholders on or about May 14,
2003.

Proposal 1 relates to the election of Trustees for each Fund and Proposal 2
relates to the ratification of the independent public accountants of each Fund.
Each Fund's shareholders will vote separately on each Proposal.

Each Fund's Annual Report with respect to the fiscal year ended September
30, 2002 was mailed to shareholders on or about November 30, 2002. Each Fund
will furnish, without charge, a copy of its Annual Report, or the most recent
Semi-Annual Report succeeding the Annual Report, if any, to a shareholder upon
request. Requests may be sent to each Fund at 30 Rowes Wharf, Fourth Floor,
Boston, MA 02110-3328 or be made by calling (617) 772-8500.

PROPOSAL 1
ELECTION OF TRUSTEES

Each Fund's Declaration of Trust provides that the Board of Trustees shall
be divided into three classes with staggered terms. The term of office of the
Class B Trustees expires on the date of the 2003 Annual Meeting, and the term of
office of the Class C and Class A Trustees will expire one and two years,
respectively, thereafter. Trustees chosen to succeed the Class B Trustees whose
terms are expiring will be elected for a three-year term.

Each Fund's Declaration of Trust provides that a majority of the Trustees
shall fix the number of the entire Board of Trustees and that such number shall
be at least three and no greater than fifteen. Each Fund's Board of Trustees has
fixed the number of Trustees at eight. Proxies will be voted for the election of
the following three nominees for HQH and three nominees for HQL. Each nominee
other than Daniel R. Omstead is presently serving as a Class B Trustee and has
consented to continue to so serve. On April 15, 2003, Dr. Omstead was appointed
as Trustee by the Board of Trustees of each Fund. Dr. Omstead has accepted the
nomination. In the event that a nominee is unable to serve for any reason (which
is not now expected), when the election occurs, the accompanying Proxy will be
voted for such other person or persons as the Board of Trustees may recommend.

The nominees to serve as Class B Trustees until the 2006 Annual Meeting are
Daniel R. Omstead, Eng.ScD., Lawrence S. Lewin and Uwe E. Reinhardt, Ph.D. for
HQH and Daniel R. Omstead, Eng.ScD., Alan G. Carr and Henri A. Termeer for HQL.
The Class C Trustees serving until the 2004 Annual Meeting are Robert P. Mack,
M.D., Eric Oddleifson and Oleg M. Pohotsky for HQH and Lawrence S. Lewin and Uwe
E. Reinhardt, Ph.D. for HQL. The Class A Trustees until the 2005 Annual Meeting
are Alan G. Carr and Henri A. Termeer for HQH and Robert P. Mack, M.D., Eric
Oddleifson and Oleg M. Pohotsky for HQL. The address for each nominee and
Trustee is c/o the Fund at the Fund's address as set forth above.

The nominees and Trustees and their principal occupations for at least the
last five years are as follows:

SHARES BENEFICIALLY
NAME (AGE), BUSINESS EXPERIENCE AND DIRECTORSHIPS, OWNED AS OF
TERM OF TRUSTEESHIP AND OTHER POSITIONS WITH THE FUNDS, APRIL 1, 2003
AS OF APRIL 1, 2003 HQH HQL
------------------------------------------------------- --------- ---------

INTERESTED TRUSTEES*
ALAN G. CARR (68), 29,216(1) 16,586
Chairman (since 2001), President (from 1992-2001),
Director (since 1986) and Senior Vice President (from
1986-1992) of the Adviser; Managing Director (from
1992-1999) of Hambrecht & Quist Group; and President
Emeritus (since 2001), President (from 1987-2001) and
Trustee (since 1987) of HQH and (since 1992) of HQL.
DANIEL R. OMSTEAD, ENGSCD (49), -0- 561
Trustee (since 2003) of HQH and of HQL; President
(since 2001) of HQH and HQL; President and Chief
Executive Officer (since 2001) and Managing Director
(since 2000) of the Adviser; formerly President and
Chief Executive Officer (from 1997-2000) and Chief
Operating Officer (1997) of Reprogenesis, Inc.

NON-INTERESTED TRUSTEES
LAWRENCE S. LEWIN (64), 2,558 2,920
Formerly Chief Executive Officer (from 1970-1999) of
The Lewin Group (healthcare public policy and
management consulting), a subsidiary of Quintiles
TransnationalCorp.; and Trustee (since 1987) of HQH,
(since 1992) of HQL and Chairman (since 2000) of HQH
and of HQL.
ROBERT P. MACK, M.D. (67), 3,411 -0-
Consultant in Orthopedic Surgery to Orthopedic
Associates of Aspen (since 2001). Orthopedic Surgeon
(from 1996-1998) at the Steadman-Hawkins Orthopedic
Clinic and (from 1977-1996) at the Denver Orthopedic
Clinic; Director of the Department of Orthopedic
Surgery at Metropolitan General Hospital and Assistant
Professor of Orthopedics at Case Western Reserve
University, Cleveland, OH (from 1968-1977); and Trustee
(since 1991) of HQH and (since 1992) of HQL.
ERIC ODDLEIFSON** (68), 3,067 1,891
Partner (since 2001) and Managing Director (from
1997-2000) of Renewable Resources LLC (forest
properties investment); formerly Managing Director
(from 1995-1997) of UBS Asset Management (forest
properties investment); formerly President, Director
and Chief Investment Officer (from 1984-1995) of
Resource Investments, Inc. (forest properties
investment); and Trustee (since 1992) of HQH and of
HQL.
OLEG M. POHOTSKY** (56), -0- -0-
Most recently, Senior Vice President (from 1991-2001)
of FAC/Equities, a division of First Albany Corporation
(investment bank); General Partner (1989-1991) of
Strategic Capital Associates (financial advisory firm);
General Partner (1986-1987) of Capital Growth Partners
(private mezzanine capital institutional investment
partnership); and Trustee (since 2000) of HQH and of
HQL.
UWE E. REINHARDT, PH.D.** (65), 592 579
Professor of Economics (since 1968) at Princeton
University; and Trustee (since 1988) of HQH and (since
1992) of HQL.
HENRI A. TERMEER (57), -0- -0-
Chairman (since 1988), Chief Executive Officer (since
1985) and President (since 1983) of Genzyme Corporation
(human healthcare products); Director (since 1987) of
ABIOMED, Inc.; Director (since 1992) of
AutoImmune, Inc.; Director (since 1993) of Genzyme
Transgenics; Director (since 1996) of Diacrin, Inc.;
and Trustee (since 1989) of HQH and (since 1992) of
HQL.
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ALL TRUSTEES OF EACH FUND AS A GROUP........... 38,844 22,537

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* Trustee considered to be an "interested person" within the meaning of the
Investment Company Act of 1940, as amended (the "1940 Act") (an "Interested
Person"), through position or affiliation with Hambrecht & Quist Capital
Management LLC (the "Adviser").
** Member of each Fund's Audit Committee.
(1) Mr. Carr's shares include 479 shares held by a family member as to which he
disclaims any beneficial interest.

The following table sets forth, for each Trustee, the aggregate dollar range
of equity securities owned of each Fund and in the aggregate as of April 1,
2003. The information as to beneficial ownership is based upon statements
furnished by each Trustee.

AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN BOTH
DOLLAR RANGE OF EQUITY DOLLAR RANGE OF EQUITY FUNDS OVERSEEN BY
NAME OF TRUSTEE SECURITIES IN HQH SECURITIES IN HQL TRUSTEE IN FUND COMPLEX

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Alan G. Carr Over $100,000 Over $100,000 Over $100,000
Lawrence S. Lewin $10,001-$50,000 $10,001-$50,000 $50,001-$100,000
Robert P. Mack, M.D $10,001-$50,000 None $10,001-$50,000
Eric Oddleifson $10,001-$50,000 $10,001-$50,000 $50,001-$100,000
Daniel R. Omstead, ENGSCD None Under $10,000 Under $10,000
Oleg M. Pohotsky None None None
Uwe E. Reinhardt, Ph.D. Under $10,000 Under $10,000 $10,001-$50,000
Henri A. Termeer None None None

During the fiscal year ended September 30, 2002, six meetings of each Fund's
Board of Trustees were held. Each Trustee attended at least 75% of those
meetings.

Each Fund has an Audit Committee comprised solely of Trustees who are not
Interested Persons and who are "independent" as defined in the New York Stock
Exchange ("NYSE") Listing Standards (each an "Independent Trustee"). Each Fund's
Board of Trustees has adopted a written charter for the Audit Committee. The
principal purpose of each Fund's Audit Committee is to assist the Board of
Trustees in fulfilling its responsibility to oversee management's conduct of the
Fund's financial reporting process, including reviewing the financial reports
and other financial information provided by the Fund, the Fund's systems of
internal accounting and financial controls and the annual independent audit
process.

For each Fund, the Audit Committee's role is one of oversight, and it is
recognized that the Fund's management is responsible for preparing the Fund's
financial statements and that the outside auditor is responsible for auditing
those financial statements. Although each Audit Committee member must be
financially literate and one member must have accounting or financial management
expertise (as determined by the Board of Trustees in its business judgement),
Audit Committee members are not professionally engaged in the practice of
accounting or auditing and are not experts in the fields of accounting or
auditing, including with respect to auditor independence. Audit Committee
members rely, without independent verification, on the information provided to
them and on the representations made by management and each Fund's independent
public accountants.

Each Fund's Audit Committee reviewed and discussed the Fund's audited
financial statements with management for the Fund's fiscal year ended
September 30, 2002, and discussed with the Fund's independent public
accountants, PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), the matters
required to be discussed by SAS 61 (Communication with Audit Committees), which
includes, among other items, matters relating to the conduct of an audit of the
Fund's financial statements. Each Fund's Audit Committee received the written
disclosures and the letter from PricewaterhouseCoopers required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and discussed with PricewaterhouseCoopers its independence. Based on its review
and discussions with management and PricewaterhouseCoopers, each Fund's Audit
Committee recommended to the Board of Trustees that the Fund's audited financial
statements for the Fund's fiscal year

ended September 30, 2002 be included in the Fund's Annual Report for filing with
the Securities and Exchange Commission (the "SEC").

The members of each Fund's Audit Committee are Mssrs. Oddleifson, Pohotsky
and Reinhardt. Mr. Pohotsky is the Chairman of each Fund's Audit Committee. Each
Fund's Audit Committee held one meeting during the fiscal year ended
September 30, 2002. Each Audit Committee member attended that meeting. Neither
Fund has a nominating committee or compensation committee.

Each Fund currently pays each of its Independent Trustees an annual fee of
$15,000 plus $1,500 for each meeting attended. The Chairman of the Board of
Trustees of each Fund receives an additional annual fee of $3,000. Independent
Trustees are also reimbursed for travel expenses incurred in connection with
attending such meetings. For the fiscal year ended September 30, 2002, the
Independent Trustees as a group received $150,281 from HQH and $148,821 from HQL
for fees and reimbursed expenses. No other direct compensation has been paid by
the Funds to the Trustees and officers as a group. Trustees and officers of the
Funds who hold positions with the Adviser receive indirect compensation from the
Funds in the form of the investment advisory fee paid to the Adviser.

Compensation Table
For the fiscal year ended September 30, 2002

AGGREGATE ACCRUED PENSION TOTAL COMPENSATION
INDEPENDENT COMPENSATION OR RETIREMENT FROM FUND COMPLEX
TRUSTEE FROM EACH FUND BENEFITS (TWO FUNDS)

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Lawrence S. Lewin $27,000 None $54,000
Robert P. Mack, M.D. $24,000 None $48,000
Eric Oddleifson $24,000 None $48,000
Oleg M. Pohotsky $24,000 None $48,000
Uwe E. Reinhardt, Ph.D. $22,500 None $45,000
Henri A. Termeer $22,500 None $45,000

EXECUTIVE OFFICERS

The following table sets forth information (Name (Age), Positions with the
Funds) for at least the last five years with respect to the executive officers
of the Funds not named above. Each officer has been elected by the Board of
Trustees and serves at the pleasure of the Trustees.

KIMBERLEY L. CARROLL (47),

Treasurer and Chief Financial Officer (since 1987) of HQH and (since 1992)
of HQL; and Vice President (since 1991) and Treasurer (since 2000) of the
Adviser.

JENNIFER L. MORRIS (34),

Secretary (since 2001) of HQH and of HQL; and Assistant Vice President
(since 1999) and Manager, Corporate Communications (from 1996-1999) of the
Adviser.

REQUIRED VOTE

Each Fund's Declaration of Trust states that the Trustees shall be elected
by a plurality of the Fund's shares voting at the Annual Meeting. The Trustees
recommend a vote FOR all nominees.

PROPOSAL 2
RATIFICATION OR REJECTION OF SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANTS

Pursuant to the 1940 Act, at a meeting called for such purpose on
November 20, 2002, each Fund's Audit Committee recommended and a majority of the
Board of Trustees of each Fund, including a majority of the Independent
Trustees, selected PricewaterhouseCoopers as the independent public accountants
for the Fund for the fiscal year ending September 30, 2003. Each Fund has been
advised that neither PricewaterhouseCoopers nor any of its partners has any
direct or material indirect financial interest in the Fund, nor has had any
connection during the past three years with the Fund in the capacity of
promoter, underwriter, voting trustee, director, officer or employee.

Accounting services to be performed by PricewaterhouseCoopers for each Fund
will consist of the examination of the annual financial statements of the Fund,
consultation on financial, accounting and reporting matters, review and
consultation regarding various filings with the SEC and attendance at some
meetings of the Board of Trustees. PricewaterhouseCoopers also will perform
non-audit services consisting of review and/or preparation of income tax returns
of each Fund.

Representatives of PricewaterhouseCoopers will be present and available for
questioning at the Annual Meeting and will have an opportunity to make a
statement.

The following table shows fees paid to PricewaterhouseCoopers for the audit
of each Fund's most recent annual financial statements. The information in the
column "Audit Fees" shows the amounts paid for the audit and review of financial
statements of each Fund. The information in the column "All Other Fees" shows
the aggregate amounts paid to PricewaterhouseCoopers by each Fund for
tax-related services. No other fees were paid to PricewaterhouseCoopers by the
Funds, the Adviser and all entities controlling, controlled by, or under common
control with the Adviser that provide services to the Funds. The Audit Committee
of the Board of Trustees has considered whether PricewaterhouseCoopers'
provision of non-audit services, the compensation for which is disclosed under
"All Other Fees," is compatible with maintaining PricewaterhouseCoopers'
independence.

AUDIT FEES ALL OTHER FEES*
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H&Q Healthcare Investors $41,250 $6,900
H&Q Life Sciences Investors $41,250 $4,600

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* Represents aggregate fees billed for all other non-audit services, namely,
tax-related services.

REQUIRED VOTE

The selection of PricewaterhouseCoopers as each Fund's independent public
accountants for the fiscal year ending September 30, 2003, is submitted to the
shareholders for ratification and requires the affirmative vote of a majority of
the Fund's shares voting at the Annual Meeting. The Trustees recommend a vote
FOR the selection of PricewaterhouseCoopers as the independent public
accountants of each Fund.

INFORMATION PERTAINING TO THE ADVISER

Hambrecht & Quist Capital Management LLC, a limited liability company under
the laws of Delaware, is the investment adviser for each Fund. Under each Fund's
Current Agreement, the Adviser is responsible for the management of the Fund's
assets, subject to the supervision of the Board of Trustees. The Adviser manages
the investments of each Fund in accordance with its investment objective

and policies. The Adviser also is obligated to supervise and perform certain
administrative and management services and is obligated to provide the office
space, facilities, equipment and personnel necessary to perform its duties. The
Funds pay no salaries. The salaries of all officers of the Funds and all
personnel of the Funds or of the Adviser performing services relating to
research, statistical or investment activities, and of all Trustees who are
Interested Persons of the Funds or of the Adviser, are paid by the Adviser or an
affiliate thereof.

Daniel R. Omstead serves as President and Chief Executive Officer of the
Adviser, which is his principal occupation. Alan G. Carr serves as Chairman of
the Adviser, which is his principal occupation. The address for Dr. Omstead and
Mr. Carr is c/o the Adviser at 30 Rowes Wharf, Fourth Floor, Boston,
Massachusetts 02110-3328.

Dr. Omstead succeeded Mr. Carr as President of each Fund in September 2001
and is the current portfolio manager of the Funds. Mr. Carr, who has extensive
experience in both the public equity and venture markets, is an active advisor
to Dr. Omstead in the investment process. In addition, the Adviser's portfolio
management team includes a staff of four highly-trained analysts.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act and Section 30(j) of the 1940 Act, as
applied to a Fund, require the Fund's officers and directors, investment
manager, affiliates of the investment manager, and persons who beneficially own
more than ten percent of a registered class of the Fund's outstanding securities
("Reporting Persons"), to file reports of ownership of the Fund's securities and
changes in such ownership with the SEC and the NYSE. Such persons are required
by SEC regulations to furnish the Fund with copies of all such filings.

Based solely upon its review of the copies of such forms received by it, and
written representations from certain Reporting Persons that no year-end reports
were required for those persons, each Fund believes that during the fiscal year
ended September 30, 2002, its Reporting Persons complied with all applicable
filing requirements except that Dr. Omstead filed a Form 4 late upon an
acquisition of shares of HQL.

OTHER BUSINESS

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

PROXIES AND VOTING AT THE ANNUAL MEETING

Shareholders who execute proxies may revoke them at any time before they are
voted by written notice to the Secretary of the Fund at 30 Rowes Wharf, Fourth
Floor, Boston, MA 02110-3328, or by casting a vote at the Annual Meeting. All
valid proxies received prior to the Annual Meeting, or any adjournment or
adjournments thereof, will be voted at the Annual Meeting and any adjournments
thereof.

The representation in person or by proxy of a majority of the outstanding
shares of each Fund is necessary to constitute a quorum for transacting business
at the Annual Meeting. For purposes of determining the presence of a quorum,
abstentions and broker "non-votes" will be treated as shares that are present.
Broker non-votes are proxies received by a Fund from brokers or nominees when
the broker

or nominee has neither received instructions from the beneficial owner or other
persons entitled to vote nor has discretionary power to vote on a particular
matter. Broker non-votes are unlikely to be relevant to the Annual Meeting
because each of the Proposals to be voted upon by the shareholders involves
matters that the NYSE considers to be routine and within the discretion of
brokers to vote if no customer instructions are received.

Shareholders of each Fund will vote separately with respect to each
Proposal. Proposal 1 requires the approval of a plurality of shares voting at
the Annual Meeting (i.e., the two nominees, in the case of HQH, and the three
nominees, in the case of HQL, receiving the greatest number of votes will be
elected). Proposal 2 requires the approval of a majority of shares voting at the
Annual Meeting.

The term "majority of the outstanding voting securities," as defined in the
1940 Act and as used in connection with Proposal 2, means: the affirmative vote
of the lesser of (i) 67% of the voting securities of the Fund present at the
Annual Meeting if more than 50% of the outstanding voting securities of the Fund
are present in person or by proxy or (ii) more than 50% of the outstanding
voting securities of the Fund.

Abstentions will not be counted in favor of, but will have no other effect
on, the votes for Proposals 1 and 2.

Matters on which a choice has been provided will be voted as indicated on
the proxy card and, if no instruction is given, the persons named as proxies
will vote the shares represented thereby in favor of each Proposal referred to
in the Proxy Statement, and will use their best judgment in connection with the
transaction of such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.

In the event that sufficient votes in favor of any Proposal set forth in the
Notice of Annual Meeting are not received by June 18, 2003, the persons named as
proxies on the enclosed proxy card may propose one or more adjournments of the
Annual Meeting to permit further solicitation. Any such adjournment will require
the affirmative vote of the holders of a majority of the shares present in
person or by proxy at the session of the Annual Meeting to be adjourned. The
persons named as proxies on the enclosed proxy card will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
Proposal for which further solicitation of proxies is to be made. They will vote
against any such adjournment those proxies required to be voted against such
Proposal. The costs of any such additional solicitation and of any adjourned
session will be borne by the New Adviser.

As of April 1, 2003, there were 14,227,676 shares of beneficial interest of
HQH and 11,123,431 shares of beneficial interest of HQL issued and outstanding.
Shareholders will be entitled to one vote for each share held. Only shareholders
of record at the close of business on May 7, 2003, the record date, will be
entitled to vote at the Annual Meeting. As of April 1, 2003, the Trustees and
officers of the Fund individually and as a group beneficially owned less than 1%
of the outstanding voting securities of the Fund. As of April 1, 2003, HQH and
HQL were not aware of any person that beneficially owned more than 5% of either
Fund's outstanding voting securities.

PROPOSALS FOR 2004 ANNUAL MEETING

Shareholder proposals for each Fund's 2004 Annual Meeting must be received
at the Fund's executive offices at 30 Rowes Wharf, Fourth Floor, Boston,
Massachusetts 02110-3328 no later than January 23, 2004 for inclusion in the
2004 Proxy Statement and form of proxy. Submission of such proposals does not

insure that they will be included in the 2004 Proxy Statement or submitted for a
vote at the 2004 Annual Meeting.

GENERAL

The Fund will pay the cost of preparing, assembling and mailing the material
in connection with solicitaion of proxies, and will reimburse brokers, nominees
and similar record holders for their reasonable expenses incurred in connection
with forwarding proxy material to beneficial holders. In addition to the
solicitation by use of the mails, certain officers of the Fund and certain
employees of the Adviser, who will receive no compensation for their services
other than their regular salaries, may solicit the return of proxies personally
or by telephone or facsimile.

H&Q HEALTHCARE INVESTORS
H&Q LIFE SCIENCES INVESTORS

May 14, 2003

HQHCM-PS-03

H & Q LIFE SCIENCES INVESTORS

C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

VOTER CONTROL NUMBER

_____________________

Your vote is important. Please vote immediately.

VOTE-BY-INTERNET [GRAPHIC COMPUTER]

1. LOG ON TO THE INTERNET AND GO TO http://www.eproxyvote.com/hql

2. ENTER YOUR VOTER CONTROL NUMBER LISTED ABOVE AND FOLLOW THE EASY STEPS
OUTLINED ON THE SECURED WEBSITE.

VOTE-BY-TELEPHONE [GRAPHIC PHONE]

1. CALL TOLL-FREE 1-877-PRX-VOTE (1-877-779-8683)

2. ENTER YOUR VOTER CONTROL NUMBER LISTED ABOVE AND FOLLOW THE EASY RECORDED
INSTRUCTIONS.

IF YOU VOTE OVER THE INTERNET OR BY TELEPHONE, PLEASE DO NOT MAIL YOUR CARD.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

ZHQHL1

/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.

H&Q LIFE SCIENCES INVESTORS

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ALL NOMINEES.

1. On the election of three Trustees:

NOMINEES: (01) Alan G. Carr, (02) Henri A. Termeer and
(03) Daniel R. Omstead, ENG ScD

FOR WITHHELD
ALL / / / / FROM ALL
NOMINEES NOMINEES

/ / ________________________________________
For all nominees except as noted above

2. Ratification of the selection of PricewaterhouseCoopers LLP as the
independent public accountants of the Fund for the fiscal year ending
September 30, 2003 (THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR);

FOR AGAINST ABSTAIN
/ / / / / /

3. In their discretion, on all other business that may properly come before
the Annual Meeting and any adjournment or adjournments thereof.

Mark box at right if an address change or comment has been noted on the reverse
side of this card. / /

Please be sure to sign and date this Proxy.

Signature:_________________ Date:______ Signature:_________________ Date:______

DETACH HERE

ZHQHL2

H&Q LIFE SCIENCES INVESTORS

PROXY FOR THIS ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 18, 2003
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Alan G. Carr, Henri A. Termeer and Kimberley L.
Carroll, and each of them, proxies of the undersigned, with full powers of
substitution, to vote at the Annual Meeting of Shareholders of H&Q LIFE SCIENCES
INVESTORS (the "Fund") to be held on June 18, 2003 at 9:00 A.M. at the Boston
Harbor Hotel, 70 Rowes Wharf, Boston, Massachusetts 02110, and at any
adjournment or adjournments thereof, all the shares of the Fund outstanding in
the name of the undersigned as follows on the reverse of this card.

THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR TRUSTEE, FOR ADOPTION OF
PROPOSAL 2, AND WITH RESPECT TO ITEM 3, AS SAID PROXIES, AND EACH OF THEM, MAY
DETERMINE.

PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

______________________________________ ______________________________________

H & Q HEALTHCARE INVESTORS

C/O EQUISERVE TRUST COMPANY, N.A. P.O. BOX 8694
EDISON, NJ 08818-8694

VOTER CONTROL NUMBER

_____________________

Your vote is important. Please vote immediately.

VOTE-BY-INTERNET [GRAPHIC COMPUTER]

1. LOG ON TO THE INTERNET AND GO TO http://www.eproxyvote.com/hqh

2. ENTER YOUR VOTER CONTROL NUMBER LISTED ABOVE AND FOLLOW THE EASY STEPS
OUTLINED ON THE SECURED WEBSITE.

VOTE-BY-TELEPHONE [GRAPHIC PHONE]

1. CALL TOLL-FREE 1-877-PRX-VOTE (1-877-779-8683)

2. ENTER YOUR VOTER CONTROL NUMBER LISTED ABOVE AND FOLLOW THE EASY RECORDED
INSTRUCTIONS.

IF YOU VOTE OVER THE INTERNET OR BY TELEPHONE, PLEASE DO NOT MAIL YOUR CARD.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

ZHQHC1

/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.

H&Q HEALTHCARE INVESTORS

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR ALL NOMINEES.

1. On the election of three Trustees:

NOMINEES: (01) Lawrence S. Lewin, (02) Uwe E. Reinhardt, Ph.D. and
(03) Daniel R. Omstead, ENG ScD

FOR WITHHELD
ALL / / / / FROM ALL
NOMINEES NOMINEES

/ / ________________________________________
For all nominees except as noted above

FOR AGAINST ABSTAIN
/ / / / / /

3. In their discretion, on all other business that may properly come before
the Annual Meeting and any adjournment or adjournments thereof.

Mark box at right if an address change or comment has been noted on the reverse
side of this card. / /

Please be sure to sign and date this Proxy.

Signature:_________________ Date:______ Signature:_________________ Date:______

DETACH HERE

ZHQHC2

H&Q HEALTHCARE INVESTORS

PROXY FOR THIS ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 18, 2003
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Alan G. Carr, Henri A. Termeer and Kimberley L.
Carroll, and each of them, proxies of the undersigned, with full powers of
substitution, to vote at the Annual Meeting of Shareholders of H&Q HEALTHCARE
INVESTORS (the "Fund") to be held on June 18, 2003 at 9:00 A.M. at the Boston
Harbor Hotel, 70 Rowes Wharf, Boston, Massachusetts 02110, and at any
adjournment or adjournments thereof, all the shares of the Fund outstanding in
the name of the undersigned as follows on the reverse of this card.

PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

______________________________________ ______________________________________