OMB APPROVAL

 

 

OMB Number:

3235-0570

 

 

Expires:

August 31, 2011

 

UNITED STATES

Estimated average burden hours per response. . . . . . . . . . . . . . .18.9

 

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

 

H&Q Life Sciences Investors

(Exact name of registrant as specified in charter)

 

2 Liberty Square, 9th Floor, Boston, MA

 

02109

(Address of principal executive offices)

 

(Zip code)

 

2 Liberty Square, 9th Floor, Boston, MA  02109

(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, 2010 to March 31, 2011

 

 



 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

See Semiannual Report 3/31/11.

 



H&Q LIFE SCIENCES INVESTORS

Semiannual Report

March 31, 2011

(Unaudited)




To our Shareholders:

On March 31, 2011, the net asset value (NAV) per share of the Fund was $12.96. During the six month period ended March 31, 2011, total return at NAV of your Fund was 17.53%, with distributions reinvested. During the most recent quarter ended March 31, 2011, total return at NAV of your Fund was 7.71%, with distributions reinvested. The total investment return at market with distributions reinvested was 30.83% during the six month period ended March 31, 2011 and was 14.00% during the quarter ended March 31, 2011. Comparisons to relevant indices are listed below:

Investment Returns   Quarter
Ended 3/31/10
  Six-Months
Ended 3/31/10
 
Investment Return at Market     14.00 %     30.83 %  
Net Asset Value     7.71 %     17.53 %  
NASDAQ Biotech Index (NBI)     7.33 %     16.34 %  
S&P 500 Index     5.92 %     17.31 %  

 

Portfolio Highlights

As is typical, during the six month period ending March 31, 2011, a handful of themes appear to have had significant influence on healthcare sector performance. While in recent shareholder reports we have suggested that healthcare reform and the overall macroeconomic environment seemed to be central, in the current period it appears that sector specific topics including clinical data, regulatory action and merger & acquisition have been the dominant factors. It is our impression that when these bedrock, sector specific areas are central, it is more likely that the healthcare sector will outperform. We believe that as an investment opportunity, healthcare is most attractive when the focus is on the development and approval of novel and differentiated products that improve the quality or prolong the duration of patient's lives.

In recent months, we have seen the approval and/or launch of several new and impressive products. Among other examples, in the United States, Human Genome Sciences's Benlysta was approved for the treatment of lupus, Amgen's Xgeva was launched in oncology, Dendreon's Provenge was launched in prostate cancer and Allergan's Botox was launched in migraine. As one example in


1



the European Union, Intermune's Esbriet was approved in respiratory disease. Several of these drugs have the potential to be blockbusters and, in our view, are likely to have positive influence on investor sentiment about the healthcare sector. However, not all approval outcomes have been positive. In fact during the last few months, commercialization of the third of three promising obesity drugs has been meaningfully slowed or stopped by the US FDA over safety and/or efficacy concerns. On balance though we believe that overall in the last six months the drug regulatory approval process has been a significant net positive for the sector.

Similarly, there have been quite a few reports of promising clinical data in recent months. As examples, Amarin's AMR101 has demonstrated a substantive positive impact in hyperlipidemia, Vertex has demonstrated positive impact in Cystic Fibrosis, Ariad has reported positive data in two different cancer indications, Incyte has demonstrated apparent efficacy in myelofibrosis and Onyxx has demonstrated impressive efficacy in the area of multiple myeloma. Moreover, the field of Hepatitus C is likely to be transformed by products from Vertex, Merck and Pharmasset. Inevitably, there have also been products that have failed to demonstrate hoped-for efficacy but, on balance, it is our view that clinical progress made in the last few months has been impressive. In addition to product related developments, merger & acquisition news has appeared to be a positive for the healthcare sector. Among the major pharmaceuticals and biotechs, Sanofi completed a long-anticipated acquisition of Genzyme, Merck acquired Inspire and Celgene acquired Abraxis. In addition, Royal DSM N.V. acquired Martek and Hologic acquired Interlace.

We note that during the report period, your Fund benefited not only from positive market conditions for the sector but also owned a number of the companies noted above including Human Genome Sciences, Amgen, Dendreon, Intermune, Ariad, Incyte, Vertex, Onyxx, Pharmasset, Genzyme, Hologic and Interlace. In aggregate, we feel that your Fund and the healthcare sector benefited from a "healthy" dose of sector related news during the six month period ending March 31, 2011.

We also note that there have been a number of factors not directly related to the topics described above. Arguably, healthcare reform and the macroeconomic environment are two of the most important factors. With regard to healthcare reform, we have argued for some time that uncertainty, first prior to the passage of the 2010 Affordable Care Act and then prior to obtaining clarity regarding some of the consequences of the law's passage, would limit healthcare sector performance. Certainly, many details remain to be worked out regarding these laws but it looks now like reversal or major change


2



of the ACA is unlikely in the near term. As such, it appears that investors have begun to focus on the underlying fundamentals of the healthcare sector. From a macro view, the sector has appeared to be on sound footing with strong balance sheets, pending new product approvals and reasonable valuations. It is this combination of characteristics that appears to have led to the sector out performance in the report period. Our view is that while the sector and the market as a whole have moved quickly up in recent months, we would not be surprised if we saw a pullback in the near future. But from a sector view, we think that healthcare will outperform the broad market in the intermediate term.

Investment Changes

During the six month period ended March 31, 2011, within the public portfolio, the Fund established positions in several companies including Celera Corporation, Bruker Corporation, Affymetrix, Inc., Exact Sciences Corporation. and Life Technology Corporation. During the same six month period the Fund exited its positions in several companies including Vertex Pharmaceuticals, Inc., Martek Bioscience Corporation, Regeneron Pharmaceuticals Inc., Eurand N.V., Inc. BioMarin Pharmaceuticals, Inc.

During the six month period ended March 31, 2011, within the venture portfolio, the Fund established positions in several companies including Veniti, Inc., Tibion Corporation, and IntelliPharmaCeutics International, Inc.

We note that several activist investors acquired significant positions in HQL shares during 2010. One activist investor with short term liquidity interest, claiming to represent the general interest of like minded investors, demanded implementation of a liquidity program for shares of HQL. As part of a Compromise and Standstill Agreement, Hambrecht & Quist Capital Management LLC, the Fund's Adviser, with approval of the Fund's Trustees, has undertaken a 35% Tender Offer on behalf of the Fund for a portion of its shares. Shareholders have received details of this Tender Offer under separate cover. Please call the Adviser with any questions.

As always, if you have questions, please feel free to call us at 617-772-8500.

Daniel R. Omstead
President


3



H&Q LIFE SCIENCES INVESTORS

LARGEST HOLDINGS BY ISSUER
(Excludes Short-Term Investments)

As of March 31, 2011
(Unaudited)

Issuer - Sector   % of Net Assets  
Illumina, Inc.
Medical Devices and Diagnostics
    3.7 %  
Gilead Sciences, Inc.
Biotechnologies/Biopharmaceuticals
    3.4 %  
Dendreon Corporation
Biotechnologies/Biopharmaceuticals
    3.1 %  
Alexion Pharmaceuticals, Inc.
Biotechnologies/Biopharmaceuticals
    2.9 %  
Mylan, Inc.
Generic Pharmaceuticals
    2.5 %  
Amgen, Inc.
Biotechnologies/Biopharmaceuticals
    2.4 %  
Alkermes, Inc.
Drug Delivery
    2.3 %  
Celgene Corporation
Biotechnologies/Biopharmaceuticals
    2.2 %  
Perrigo Company
Generic Pharmaceuticals
    2.0 %  
Celera Corporation
Medical Devices and Diagnostics
    1.9 %  

 

PORTFOLIO

As of March 31, 2011
(Unaudited)


4




H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2011

(Unaudited)

        CONVERTIBLE SECURITIES AND
WARRANTS - 7.6% of Net Assets
     
SHARES   Convertible Preferred and
Warrants (Restricted) (a) (b) - 7.5%
 
VALUE
 
    Biotechnology/Biopharmaceuticals - 0.7%  
  1,967,757     Euthymics Biosciences, Inc. Series A   $ 1,967,757    
  204,275     MacroGenics, Inc. Series D     133,208    
  50,145     MacroGenics, Inc. Series D 18 Month Lock-up     0    
      2,100,965    
    Drug Discovery Technologies - 1.1%  
  1,587,302     Agilix Corporation Series B (c)     3,968    
  250,000     Ceres, Inc. Series C     1,625,000    
  21,462     Ceres, Inc. Series C-1     139,503    
  175,540     Ceres, Inc. Series D     1,141,010    
  28,385     Ceres, Inc. Series F     184,503    
  5,677     Ceres, Inc. warrants (expiration 9/05/15)     0    
      3,093,984    
    Healthcare Services - 1.2%  
  3,589,744     PHT Corporation Series D (c)     2,800,000    
  802,996     PHT Corporation Series E (c)     626,337    
  99,455     PHT Corporation Series F (c)     77,575    
      3,503,912    
    Medical Devices and Diagnostics - 4.5%  
  2,379,916     CardioKinetix, Inc. Series C     529,769    
  4,277,223     CardioKinetix, Inc. Series D     556,039    
  N/A     CardioKinetix, Inc. warrants
(expiration 12/11/19) (d)
    0    
  N/A     CardioKinetix, Inc. warrants
(expiration 06/03/20) (d)
    0    
  3,235,293     Concentric Medical, Inc. Series B (c)     1,682,352    
  1,162,790     Concentric Medical, Inc. Series C (c)     604,651    
  455,333     Concentric Medical, Inc. Series D (c)     236,773    
  453,094     Concentric Medical, Inc. Series E (c)     235,609    
  2,446,016     Labcyte, Inc. Series C     1,280,000    
  2,161,090     Magellan Biosciences, Inc. Series A     2,161,090    
  98,824     Magellan Biosciences, Inc. warrants
(expiration 4/01/19)
    0    
  7,877     Magellan Biosciences, Inc. warrants
(expiration 5/06/19)
    0    
  1,031,992     OmniSonics Medical Technologies, Inc.
Series A-1
    1,032    

 

The accompanying notes are an integral part of the financial statements.
5



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2011

(Unaudited)

(continued)

SHARES   Convertible Preferred and Warrants
(Restricted) (a) (b) - continued
  VALUE  
  877,747     OmniSonics Medical Technologies, Inc.
Series B-1
  $ 878    
  9,606,373     Palyon Medical Corporation Series A (c)     1,537,020    
  43,478     TherOx, Inc. Series H     72,121    
  99,646     TherOx, Inc. Series I     165,293    
  3,280,000     Tibion Corporation     1,640,000    
  2,606,033     Veniti, Inc. Series A (c)     2,255,000    
      12,957,627    
      21,656,488    
PRINCIPAL
AMOUNT
 
Convertible Notes - 0.1%
 
 
    Drug Discovery Technologies - 0.0%  
$ 700,000     deCODE Genetics, Inc., 3.50% due 4/15/11     5,250    
    Medical Devices and Diagnostics - 0.1%  
  246,083     CardioKinetix, Inc., Cvt. Promissory Notes,
4.25% due 12/31/11 (Restricted) (a)
    246,083    
      251,333    
        TOTAL CONVERTIBLE SECURITIES
AND WARRANTS
(Cost $31,169,522)
    21,907,821    
SHARES   COMMON STOCKS AND WARRANTS - 86.4%    
    Biotechnology/Biopharmaceuticals - 39.8%  
  61,510     Acorda Therapeutics, Inc. (b)     1,427,032    
  1,637,179     Adolor Corporation (b)     2,308,422    
  352,127     Affymax, Inc. (b)     2,066,986    
  85,385     Alexion Pharmaceuticals, Inc. (b)     8,425,792    
  93,643     Alnylam Pharmaceuticals, Inc. (b)     896,164    
  453,480     Amarin Corporation plc (b)     3,310,404    
  128,936     Amgen, Inc. (b)     6,891,629    
  88,714     Amylin Pharmaceuticals, Inc. (b)     1,008,678    
  3,939,544     Antisoma plc (b) (e)     153,136    
  343,875     ARIAD Pharmaceuticals, Inc. (b)     2,585,940    
  82,000     Athersys, Inc. warrants
(Restricted, expiration 6/08/12) (a) (b)
    0    
  144,350     Auxilium Pharmaceuticals, Inc. (b)     3,099,195    
  386,934     Cadence Pharmaceuticals, Inc. (b)     3,563,662    
  110,092     Celgene Corporation (b)     6,333,593    
  27,460     Cephalon, Inc. (b) (h)     2,080,919    
  250,000     Corcept Therapeutics Incorporated (b)     1,062,500    

 

The accompanying notes are an integral part of the financial statements.
6



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2011

(Unaudited)

(continued)

SHARES   Biotechnologies/
Biopharmaceuticals - continued
 
VALUE
 
  174,224     Cornerstone Therapeutics, Inc. (b)   $ 1,153,363    
  174,122     Cubist Pharmaceuticals, Inc. (b)     4,394,839    
  235,489     Dendreon Corporation (b)     8,814,353    
  642,060     Elan Corporation plc (b) (f)     4,417,373    
  47,597     Genzyme Corporation (b)     3,624,512    
  566,761     Geron Corporation (b)     2,862,143    
  231,098     Gilead Sciences, Inc. (b)     9,807,799    
  178,416     Human Genome Sciences, Inc. (b) (h)     4,897,519    
  970,010     Inhibitex, Inc. (b)     3,511,436    
  142,110     Ironwood Pharmaceuticals, Inc. (b)     1,989,540    
  243,300     Isis Pharmaceuticals, Inc. (b)     2,199,432    
  119,500     Medivation, Inc. (b)     2,227,480    
  269,517     Momenta Pharmaceuticals, Inc. (b)     4,271,845    
  523,382     Neurocrine Biosciences, Inc. (b)     3,972,469    
  93,100     OncoGenex Pharmaceutical, Inc. (b)     1,428,154    
  37,500     OncoGenex Pharmaceuticals, Inc. warrants
(Restricted, expiration 10/22/15) (a) (b)
    176,625    
  76,650     Onyx Pharmaceuticals, Inc. (b)     2,696,547    
  179,760     Seattle Genetics, Inc. (b)     2,798,863    
  940,838     Telik, Inc. (b)     846,754    
  40,944     United Therapeutics Corporation (b)     2,744,067    
  164,310     XenoPort, Inc. (b)     974,358    
      115,023,523    
    Drug Delivery - 3.7%  
  515,279     Alkermes, Inc. (b)     6,672,863    
  639,600     IntelliPharmaCeutics International, Inc.
(Restricted) (a) (b) (c)
    1,732,675    
  319,800     IntelliPharmaCeutics International, Inc. warrants
(Restricted, expiration 2/01/13) (a) (b) (c)
    329,394    
  319,800     IntelliPharmaCeutics International, Inc. warrants
(Restricted, expiration 2/01/16) (a) (b) (c)
    460,512    
  149,000     Nektar Therapeutics (b)     1,411,030    
      10,606,474    
    Drug Discovery Technologies - 1.4%  
  258,915     Incyte Corporation (b)     4,103,804    
  1,601,039     MZT Holdings, Inc. (b) (c)     48,031    
  952,381     MZT Holdings, Inc. warrants
(Restricted, expiration 1/22/12) (a) (b) (c)
    0    
  46     Zyomyx, Inc. (Restricted) (a) (b)     11    
      4,151,846    

 

The accompanying notes are an integral part of the financial statements.
7



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2011

(Unaudited)

(continued)

SHARES   Generic Pharmaceuticals - 9.7%   VALUE  
  685,767     Akorn, Inc. (b)   $ 3,956,876    
  172,700     Impax Laboratories, Inc. (b)     4,395,215    
  321,950     Mylan, Inc. (b)     7,298,606    
  73,832     Perrigo Company     5,871,121    
  111,829     Teva Pharmaceutical Industries Ltd. (f)     5,610,461    
  17,425     Watson Pharmaceuticals, Inc. (b)     975,974    
      28,108,253    
    Healthcare Services - 5.6%  
  431,900     Addus HomeCare Corporation (b)     2,163,819    
  58,159     Aetna, Inc.     2,176,891    
  148,148     Aveta, Inc. (Restricted) (a) (g)     888,888    
  54,480     Charles River Laboratories International, Inc. (b)     2,090,942    
  79,335     PAREXEL International Corporation (b)     1,975,442    
  106,234     Pharmaceutical Product Development, Inc.     2,943,744    
  56,258     WellPoint, Inc.     3,926,246    
      16,165,972    
    Medical Devices and Diagnostics - 18.7%  
  842,053     Affymetrix, Inc. (b)     4,387,096    
  73,623     Alere, Inc. (b)     2,881,604    
  143,972     Align Technology, Inc. (b)     2,948,547    
  212,500     Bruker Corporation (b)     4,430,625    
  692,000     Celera Corporation (b)     5,612,120    
  130,000     Ceracor Laboratories, Inc. (Restricted) (a) (b)     106,267    
  611,463     Exact Sciences Corporation (b)     4,500,368    
  57,493     Gen-Probe, Inc. (b)     3,814,660    
  237,544     Hologic, Inc. (b)     5,273,477    
  36,296     iCAD, Inc. 12 Month Lock-up (Restricted) (a)     46,550    
  145,186     iCAD, Inc. 18 Month Lock-up (Restricted) (a)     176,401    
  39,913     IDEXX Laboratories, Inc. (b)     3,082,082    
  153,927     Illumina, Inc. (b)     10,785,665    
  79,351     Life Technologies Corporation (b)     4,159,579    
  447,080     Medwave, Inc. (b)     2,459    
  111,770     Medwave, Inc. warrants
(Restricted, expiration 8/21/11) (a) (b)
    0    
  62,005     OmniSonics Medical Technologies, Inc.
(Restricted) (a) (b)
    62    
  13,750     Palomar Medical Technologies, Inc. (b)     204,187    
  139     Songbird Hearing, Inc. (Restricted) (a) (b)     93    
  252,354     Staar Surgical Company (b)     1,405,612    
      53,817,454    

 

The accompanying notes are an integral part of the financial statements.
8



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2011

(Unaudited)

(continued)

SHARES   Pharmaceuticals - 7.5%   VALUE  
  40,685     Pharmasset, Inc. (b)   $ 3,202,316    
  61,500     Salix Pharmaceuticals, Ltd. (b)     2,154,345    
  875,977     Santarus, Inc. (b)     2,995,841    
  63,868     Shire plc (f)     5,562,903    
  746,000     Somaxon Pharmaceuticals, Inc. (b)     2,111,180    
  237,584     Warner Chilcott plc     5,530,956    
      21,557,541    
        TOTAL COMMON STOCKS
AND WARRANTS
(Cost $228,319,855)
    249,431,063    
PRINCIPAL
AMOUNT
 
SHORT-TERM INVESTMENTS - 5.0%
 
 
$ 14,329,000     Repurchase Agreement, State Street Bank
and Trust Co., repurchase value
$14,329,004 (collateralized by
U.S. Treasury Bill 3.125% discount,
04/30/17, market value $14,617,064);
0.01% due 04/01/11
    14,329,000    
        TOTAL SHORT-TERM INVESTMENTS
(Cost $14,329,000)
    14,329,000    
        TOTAL INVESTMENTS BEFORE
MILESTONE INTERESTS
AND OUTSTANDING OPTIONS
WRITTEN - (99.0%)
(Cost $273,818,377)
    285,667,884    
INTEREST   MILESTONE INTERESTS (Restricted) - 2.6%    
    Biotechnology/Biopharmaceuticals - 1.5%  
  1     Targegen Milestone Interest (a) (b)     4,197,580    
    Medical Devices and Diagnostics - 1.1%  
  1     Interlace Medical Milestone Interest (a) (b)     2,700,989    
  1     Xoft Milestone Interest (a) (b)     586,528    
      3,287,517    
        TOTAL MILESTONE INTERESTS     7,485,097    

 

The accompanying notes are an integral part of the financial statements.
9



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2011

(Unaudited)

(continued)

NUMBER OF
CONTRACTS
(100 SHARES
EACH)
  CALL OPTION CONTRACTS WRITTEN - (0.2)%   VALUE  
  274     Cephalon, Inc., strike @ 60,
expires Apr - 2011
  ($ 441,140 )  
  277     Human Genome Sciences, Inc.,
strike @ 30 expires Apr - 2011
    (3,878 )  
    TOTAL CALL OPTION CONTRACTS
WRITTEN
(Premiums received $43,777)
    (445,018 )  
    TOTAL INVESTMENTS NET OF
OUTSTANDING OPTIONS
WRITTEN - 101.4%
(Cost $281,101,170)
    292,707,963    
    OTHER LIABILITIES IN EXCESS
OF ASSETS - (1.4)%
    (3,985,203 )  
    NET ASSETS - 100%   $ 288,722,760    

 

(a)  Security fair valued.

(b)  Non-income producing security.

(c)  Affiliated issuers in which the Fund holds 5% or more of the voting securities (total market value of $12,629,897).

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

(e)  Foreign Security.

(f)  American Depository Receipt

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

(h)  A portion of security is pledged as collateral for call options written.

 

The accompanying notes are an integral part of the financial statements.
10



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2011

(Unaudited)

(continued)

Other Information

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 listed below:

•  Level 1 — quoted prices in active markets for identical investments

•  Level 2 — prices determined using other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•  Level 3 — 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, 2011 to value the Fund's net assets:

Assets at Value   Level 1   Level 2   Level 3   Total  
Convertible Securities and Warrants  
Biotechnology/Biopharmaceuticals               $ 2,100,965     $ 2,100,965    
Drug Discovery Technologies         $ 5,250       3,093,984       3,099,234    
Healthcare Services                 3,503,912       3,503,912    
Medical Devices and Diagnostics                 13,203,710       13,203,710    
Common Stocks and Warrants  
Biotechnology/Biopharmaceuticals   $ 114,846,898             176,625       115,023,523    
Drug Delivery     8,083,893             2,522,581       10,606,474    
Drug Discovery Technologies     4,151,835             11       4,151,846    
Generic Pharmaceuticals     28,108,253                   28,108,253    
Healthcare Services     15,277,084             888,888       16,165,972    
Medical Devices and Diagnostics     53,488,081             329,373       53,817,454    
Pharmaceuticals     21,557,541                   21,557,541    
Short-Term Investments           14,329,000             14,329,000    
Milestone Interests  
Biotechnology/Biopharmaceuticals                 4,197,580       4,197,580    
Medical Devices and Diagnostics                 3,287,517       3,287,517    
Other Assets                 1,248,968       1,248,968    
Total   $ 245,513,585     $ 14,334,250     $ 34,554,114     $ 294,401,949    
Liabilities at Value   Level 1   Level 2   Level 3   Total  
Option Contracts Written   ($ 445,018 )   $     $     ($ 445,018 )  

 

In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update, Improving Disclosures about Fair Valuation Measurements, that requires additional disclosures regarding fair value measurements. Certain required disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, and other required disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Management is currently evaluating the impact it will have on its financial statement disclosures.

The accompanying notes are an integral part of the financial statements.
11



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2011

(Unaudited)

(continued)

Other Information, continued

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,
2010
  Accrued
discounts/
premiums
  Realized
gain/loss
and change
in unrealized
appreciation
(depreciation)
  Net
purchases
  Net
sales
  Net
transfers
in
(out of)
Level 3
  Balance
as of
March 31,
2011
 
Convertible Securities and Warrants  
Biotechnologies/
Biopharmaceuticals
  $ 560,282           ($ 1,018 )   $ 1,541,701                 $ 2,100,965    
Drug Discovery
Technologies
    3,184,555             5,300           ($ 95,871 )           3,093,984    
Healthcare Services     3,503,912                                     3,503,912    
Medical Devices
and Diagnostics
    13,741,008             3,725,957       4,463,881       (8,727,136 )           13,203,710    
Common Stocks and Warrants  
Biotechnologies/
Biopharmaceuticals
    820             175,805                         176,625    
Drug Delivery                 923,581       1,599,000                   2,522,581    
Drug Discovery
Technologies
    11                                     11    
Generic
Pharmaceuticals
    41,378             (41,378 )                          
Healthcare Services     1,481,480             (592,592 )                       888,888    
Medical Devices
and Diagnostics
    78,936             22,532       227,905                   329,373    
Milestone Interests  
Biotechnologies/
Biopharmaceuticals
    4,325,927             (128,347 )                       4,197,580    
Medical Devices
and Diagnostics
                35,476       3,252,041                   3,287,517    
Other Assets     878,114                   442,631       (71,777 )           1,248,968    
Total   $ 27,796,423           $ 4,125,316     $ 11,527,159     ( $8,894,784 )         $ 34,554,114    
Net change in unrealized appreciation (depreciation) from
investments still held as of March 31, 2011
                          $ 2,837,914    

The accompanying notes are an integral part of the financial statements.
12



H&Q LIFE SCIENCES INVESTORS

STATEMENT OF ASSETS AND LIABILITIES

MARCH 31, 2011

(Unaudited)

ASSETS:  
Investments in unaffiliated issuers, at value
(cost $258,506,403)
  $ 273,037,987    
Investments in affiliated issuers, at value
(cost $15,311,974)
    12,629,897    
Milestone interests, at value     7,485,097    
Cash     222    
Dividends and interest receivable     26,950    
Receivable for investments sold     605,954    
Prepaid expenses     35,348    
Other assets (See Note 1)     1,248,968    
Total assets     295,070,423    
LIABILITIES:  
Payable for investments purchased     5,439,048    
Accrued advisory fee     258,274    
Accrued shareholder reporting fees     47,888    
Accrued trustee fees     32,959    
Options written, at value (premium received $43,777)     445,018    
Accrued other     124,476    
Total liabilities     6,347,663    
NET ASSETS   $ 288,722,760    
SOURCES OF NET ASSETS:  
Shares of beneficial interest, par value $.01 per
share, unlimited number of shares authorized,
amount paid in on 22,275,178 shares issued and
outstanding
  $ 276,745,469    
Accumulated net investment loss     (1,573,914 )  
Accumulated net realized gain on investments,
milestone interest and options
    1,944,412    
Net unrealized gain on investments, milestone interest
and options
    11,606,793    
Total net assets (equivalent to $12.96 per share
based on 22,275,178 shares outstanding)
  $ 288,722,760    

 

The accompanying notes are an integral part of these financial statements.
13



H&Q LIFE SCIENCES INVESTORS

STATEMENT OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2011

(Unaudited)

INVESTMENT INCOME:  
Dividend income (net of foreign tax of $5,866)   $ 379,211    
Interest income     20,204    
Total investment income     399,415    
EXPENSES:  
Advisory fees     1,487,488    
Legal fees     114,564    
Trustees' fees and expenses     89,363    
Administration and auditing fees     76,669    
Custodian fees     47,910    
Shareholder reporting     46,374    
Transfer agent fees     25,274    
Other (see Note 2)     85,687    
Total expenses     1,973,329    
Net investment loss     (1,573,914 )  
REALIZED AND UNREALIZED GAIN (LOSS):  
Net realized gain (loss) on:
Investments in unaffiliated issuers
    9,899,565    
Closed or expired option contracts written     67,536    
Net realized gain     9,967,101    
Change in unrealized appreciation (depreciation) on:  
Investments in unaffiliated issuers     33,649,538    
Investments in affiliated issuers     1,493,818    
Milestone interests     (92,871 )  
Option contracts written     (410,161 )  
Change in unrealized appreciation (depreciation)     34,640,324    
Net realized and unrealized gain (loss)     44,607,425    
Net increase in net assets
resulting from operations
  $ 43,033,511    

 

The accompanying notes are an integral part of these financial statements.
14



H&Q LIFE SCIENCES INVESTORS

STATEMENTS OF CHANGES IN NET ASSETS

    Six months ended
March 31, 2011
(Unaudited)
  Year ended
September 30,
2010
 
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS:
 
Net investment loss   ($ 1,573,914 )   ($ 1,960,166 )  
Net realized gain     9,967,101       13,431,666    
Change in net unrealized
appreciation (depreciation)
    34,640,324       (1,278,332 )  
Net increase in net assets
resulting from operations
    43,033,511       10,193,168    
DISTRIBUTIONS TO SHAREHOLDERS
FROM:
 
Net realized capital gains     (10,538,949 )     (6,272,293 )  
Total distributions     (10,538,949 )     (6,272,293 )  
CAPITAL SHARE TRANSACTIONS:  
Fund shares repurchased
(0 and 390,499 shares, respectively)
          (3,795,325 )  
Reinvestment of distributions
(433,037 and 282,420 shares,  
respectively)
    4,799,679       2,719,510    
Total capital share transactions     4,799,679       (1,075,815 )  
Net increase in net assets     37,294,241       2,845,060    
NET ASSETS:  
Beginning of period     251,428,519       248,583,459    
End of period*   $ 288,722,760     $ 251,428,519    
*Includes accumulated net
investment loss of:
  ($ 1,573,914 )   $ 0 (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.
15



H&Q LIFE SCIENCES INVESTORS

STATEMENT OF CASH FLOWS

PERIOD ENDED MARCH 31, 2011

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:  
Purchases of portfolio securities   ( $153,454,121 )  
Purchases to close option contracts written     (12,041 )  
Net maturities of short-term investments     2,138,658    
Sales of portfolio securities     158,974,769    
Proceeds from option contracts written     103,953    
Interest income received     10,063    
Dividend income received     428,860    
Other operating receipts (expenses paid)     (2,450,957 )  
Net cash provided from operating activities     5,739,184    
CASH FLOWS FROM FINANCING ACTIVITIES:  
Cash distributions paid     (5,739,270 )  
Net cash used for financing activities     (5,739,270 )  
NET DECREASE IN CASH     (86 )  
CASH AT BEGINNING OF PERIOD     308    
CASH AT END OF PERIOD   $ 222    
RECONCILIATION OF NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS TO NET CASH
PROVIDED FROM OPERATING ACTIVITIES:
 
Net increase in net assets resulting from operations   $ 43,033,511    
Purchases of portfolio securities     (153,454,121 )  
Purchases to close option contracts written     (12,041 )  
Net maturities of short-term investments     2,138,658    
Sales of portfolio securities     158,974,769    
Proceeds from option contracts written     103,953    
Accretion of discount     (1,838 )  
Net realized gain on investments and options     (9,967,101 )  
Increase in net unrealized appreciation
(depreciation) on investments and options
    (34,640,324 )  
Increase in dividends and interest receivable     41,346    
Decrease in accrued expenses     (72,781 )  
Increase in prepaid expenses and other assets     (404,847 )  
Net cash provided from operating activities   $ 5,739,184    

 

Noncash financing activities not included herein consist of reinvested distributions to shareholders of $4,799,679.

Noncash operating activity not included herein consists of corporate actions of $3,726,029.

 

The accompanying notes are an integral part of these financial statements.
16




H&Q LIFE SCIENCES INVESTORS

FINANCIAL HIGHLIGHTS

(Selected data for each share of beneficial interest outstanding throughout the period indicated)

    Six months
ended
March 31, 2011
  Years ended September 30,  
    Unaudited   2010   2009   2008   2007   2006  
OPERATING PERFORMANCE FOR A SHARE
OUTSTANDING THROUGHOUT EACH PERIOD
 
Net asset value per share,
Beginning of period
  $ 11.51     $ 11.32     $ 13.18     $ 15.34     $ 13.94     $ 18.19    
Net investment loss (1)     (0.07 )(4)     (0.09 )(3)     (0.15 )     (0.14 )     (0.09 )     (0.10 )(2)  
Net realized and
unrealized gain (loss)
    2.00       0.53       (1.03 )     (0.87 )     2.63       (2.10 )  
Total increase (decrease)
from investment
operations
    1.93       0.44       (1.18 )     (1.01 )     2.54       (2.20 )  
Distributions to shareholders from:  
Net realized capital gain     (0.48 )     (0.29 )     (0.10 )     (1.15 )     (1.14 )     (2.05 )  
Return of capital (tax basis)                 (0.58 )                    
Total distributions     (0.48 )     (0.29 )     (0.68 )     (1.15 )     (1.14 )     (2.05 )  
Increase resulting from
shares repurchased (1)
          0.04                            
Net asset value per share,
End of period
  $ 12.96     $ 11.51     $ 11.32     $ 13.18     $ 15.34     $ 13.94    
Per share market value,
End of period
  $ 12.02     $ 9.59     $ 9.23     $ 10.62     $ 13.53     $ 13.29    
Total investment return
at market value
    30.83 %*     7.05 %     (5.56 %)     (13.52 %)     10.56 %     (9.95 %)  
RATIOS AND SUPPLEMENTAL DATA  
Net Assets, end of period
(in millions)
  $ 289     $ 251     $ 249     $ 278     $ 308     $ 268    
Ratio of expenses
to average net assets
    1.47 %**     1.52 %     1.58 %     1.56 %     1.60 %     1.74 %  
Ratio of net investment
loss to average
net assets
    (1.17 %)**(4)     (0.79 %)(3)     (1.38 %)     (0.99 %)     (0.60 %)     (0.64 %)(2)  
Portfolio turnover rate     61.85 %*     57.45 %     82.88 %     73.89 %     112.69 %     49.90 %  

 

*  Not Annualized

**  Annualized

(1) Computed using average shares outstanding.

(2) Includes a special dividend from an issuer in the amount of $0.10 per share. Excluding the special dividend, the ratio of net investment loss to average net assets would have been (1.27%).

(3) Includes a special dividend from an issuer in the amount of $0.06 per share. Excluding the special dividend, the ratio of net investment loss to average net assets would have been (1.28%).

(4) Includes a special dividend from an issuer in the amount of $0.01 per share. Excluding the special dividend, the ratio of net investment loss to average net assets would have been (1.40%)**.

 

The accompanying notes are an integral part of these financial statements.
17



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Unaudited)

(1)  Organization and Significant Accounting Policies

H&Q Life Science Investors (the Fund) is a Massachusetts business trust registered under the Investment Company Act of 1940 as a diversified closed-end management investment company. The Fund's investment objective is long-term capital appreciation through investment in 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 to have significant potential for above-average growth.

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. The following is a summary of significant accounting policies consistently followed by the Fund, which are in conformity with accounting principles generally accepted in the United States of America. Events or transactions occurring after March 31, 2011 through the date that the financial statements were issued have been evaluated in the preparation of the financial statements.

Investment Valuation

Investments traded on national securities exchanges or in the over-the-counter market that are National Market System securities are valued at the last sale price or, lacking any sales, at the mean between the last bid and asked prices. Other over-the-counter securities are valued at the most recent bid prices as obtained from one or more dealers that make markets in the securities. Publicly traded investments for which market quotations are not readily available or whose quoted price may otherwise not reflect fair value, the fair value of convertible preferred, warrants or convertible note interests in private companies, milestone interests and other restricted securities are valued in good faith by Hambrecht & Quist Capital Management LLC (the Adviser) pursuant to valuation policies and procedures approved by the Trustees. Such values are subject to regular oversight and ratification by the Trustees. Because of the uncertainty of fair valuations, these estimated values may differ significantly from the values that would have been used had a ready market for these securities existed, and the differences could be material. Each such fair value determination is based on a consideration of relevant factors. Factors the Adviser considers may include (i) the existence of any contractual restrictions on the disposition of securities; (ii) information obtained from the issuer, 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 a 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 term. Publicly traded warrants are valued using the Black-Scholes model, which incorporates both observable and unobservable inputs. Short-term investments with maturity of 60 days or less are valued at amortized cost, which approximates fair value.

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 may enter into option contracts in order to hedge


18



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(continued)

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.

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 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. The Fund may use option contracts to gain or hedge exposure to financial market risk.

Transactions in call options written for the six months ended March 31, 2011 were as follows:

    Contracts   Premiums  
Options outstanding, September 30, 2010     131     $ 19,400    
Options written     802       103,953    
Options terminated in closing purchase transactions     (120 )     (28,474 )  
Options expired     (262 )     (51,102 )  
Options outstanding, March 31, 2011     551     $ 43,777    


19



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(continued)

Derivatives not
accounted for as
hedging instruments
under ASC 815
  Statement of Assets and
Liabilities Location
  Statement of Operations Location  
Equity Contracts   Liabilities, Options
written, at value
  $ 445,018     Net realized gain on
investments in unaffiliated
issuers
  ($ 176,204 )  
            Net realized gain on closed
or expired option contracts
written
  $ 67,536    
            Change in unrealized
appreciation (depreciation)
on investments in
unaffiliated issuers
       
            Change in unrealized
appreciation (depreciation)
on option contracts written
  ($ 410,161 )  

 

Milestone Interests

The Fund holds derivative instruments which reflect 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 with the relative uncertainty of both the timing and the achievement of individual milestones. The milestone interests were received as part of the proceeds from the sale of several private companies.

The following is a summary of the impact of the three milestone interest on the financial statements as of and for the six months ended March 31, 2011:

Statement of Assets and Liabilities, Milestone interests, at value   $ 7,485,097  
Statement of Assets and Liabilities, Net unrealized gain on investments,
milestone interests and options
  $ 158,527  
Statement of Operations, Net realized gain on Milestone interests   $ 0  
Statement of Operations, Change in unrealized appreciation (depreciation)
on milestone interests
  ($ 92,871 )  

 

Other Assets

Other assets in the Statement of Assets and Liabilities consists of amounts due to the Fund in connection with investments in six 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.

The aggregate cost of purchases and proceeds from sales of investment securities (other than short-term investments) for the six months ended March 31, 2011 totaled $157,707,259 and $162,876,783, respectively.

 


20



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(continued)

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, 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 or limited.

Distribution Policy

Pursuant to a Securities and Exchange Commission exemptive order, the Fund has implemented a fixed distribution policy (the Policy) that permits the Fund to make quarterly distributions at a rate set by the Board of Trustees. Under the 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. Under the Policy, realized capital gains in excess of the total distributed would be included in the December distribution. Prior to November 1, 2010, the Fund made distributions at an annualized rate of 5% of the Fund's net assets. The Board of Trustees suspended the Policy on August 4, 2009 and reinstated the Policy on April 5, 2010. The Policy has been established by the Board of Trustees and may be changed by them without shareholder approval. The Board regularly reviews the Policy and the distribution rate 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 distributions in stock. The distributions are automatically paid in newly-issued full shares of the Fund plus cash in lieu of any fraction of a share, unless otherwise instructed by the shareholder. The Fund's transfer agent delivers an election card and instructions to each registered shareholder in connection with each distribution. For shareholders other than registered shareholders with book entry accounts at the Fund's transfer agent, fractional shares will generally be settled in cash. 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.

Share Repurchase Program

In September 2009, the Trustees authorized a share repurchase program to allow the Fund to repurchase up to 10% of its outstanding shares for a one year period beginning October 9, 2009. The share repurchase program was 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. On April 5, 2010, the Trustees terminated the share repurchase program.

During the year ended September 30, 2010, the Fund repurchased 390,499 shares at a total cost of $3,795,325. The weighted average discount per share between the cost of repurchase and the net asset value applicable to such shares at the date of repurchase was 18.06%.


21



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(continued)

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, 2011, 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 from net investment income and realized gains, if any, on the ex-dividend date. Such distributions are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences include temporary and permanent differences from losses on wash sale transactions, installment sale adjustment and net operating losses. Reclassifications are made to the Fund's capital accounts to reflect income and gains available for distribution under income tax regulations.

Statement of Cash Flows

The cash amount shown in the Statement of Cash Flows is the amount included in the Fund's Statement of Assets and Liabilities and represents cash on hand at its custodian and does not include short-term investments at March 31, 2011.

Indemnifications

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.

(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 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 would 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, 2011 these payments amounted to $28,032 and are included in the other category in the Statement of Operations together with insurance and other expenses incurred to unaffiliated entities. Expenses incurred pursuant to the


22



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(continued)

Agreement as well as certain expenses paid for by the Adviser are allocated in an equitable fashion as approved by the Board 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 with such companies during the six months ended March 31, 2011 were as follows:

Issuer   Value on
October 1, 2010
  Purchases   Sales   Income   Value on
March 31, 2011
 
Agilix Corporation   $ 94,540     $     $     $     $ 3,968    
Concentric Medical, Inc.     2,759,385                         2,759,385    
IntelliPharmaCeutics
International, Inc.
          1,599,000                   2,522,581    
MZT Holdings, Inc.     54,435                         48,031    
Palyon Medical Corporation     1,537,020                         1,537,020    
PHT Corporation     3,503,912                         3,503,912    
Veniti, Inc.           2,255,000                   2,255,000    
    $ 7,949,292     $ 3,854,000     $     $     $ 12,629,897    

 

(4)  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 represents 12% of the Fund's net assets at March 31, 2011.

At March 31, 2011, the Fund had a commitment of $879,525 relating to an additional investment in a private company.

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, 2011. The Fund on its own does not have the right to demand that such securities be registered.

Security (i)    Acquisition
Date
  Cost   Carrying Value
per Unit
  Value  
Agilix Corporation  
Series B Cvt. Pfd.   11/08/01   $ 1,567,795     $ 0.00     $ 3,968    
Athersys, Inc.  
Warrants (expiration 6/08/12)   6/07/07     0       0.00       0    
Aveta, Inc.  
Common   12/21/05     2,003,155       6.00       888,888    
CardioKinetix, Inc.  
Series C Cvt. Pfd.   5/22/08     1,651,971       0.22       529,769    
Series D Cvt. Pfd.   12/10/10     542,780       0.13       556,039    
Cvt. Promissory Notes   12/10/09 - 9/01/10     246,438       1.00       246,083    
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    
Ceracor Laboratories, Inc.  
Common   3/31/98     0       0.82       106,267    
Ceres, Inc.  
Series C Cvt. Pfd.   12/23/98     1,000,950       6.50       1,625,000    
Series C-1 Cvt. Pfd.   03/31/01     74,339       6.50       139,503    
Series D Cvt. Pfd.   03/14/01     1,046,887       6.50       1,141,010    
Series F Cvt. Pfd.   9/05/07     186,335       6.50       184,503    
Warrants (expiration 9/05/15)   9/05/07     0       0.00       0    


23



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(continued)

Security (i)    Acquisition
Date
  Cost   Carrying Value
per Unit
  Value  
Concentric Medical, Inc.  
Series B Cvt. Pfd.   5/07/02, 1/24/03   $ 2,220,659     $ 0.52     $ 1,682,352    
Series C Cvt. Pfd.   12/19/03     1,000,545       0.52       604,651    
Series D Cvt. Pfd.   9/30/05     638,671       0.52       236,773    
Series E Cvt. Pfd.   12/18/08     455,178       0.52       235,609    
Euthymics Biosciences, Inc.  
Series A Cvt. Pfd.   3/08/11     1,974,104       1.00       1,967,757    
iCAD, Inc.  
12 Month Lock-up Common   1/05/11     47,584       1.28       46,550    
18 Month Lock-up Common   1/05/11     180,321       1.22       176,401    
IntelliPharmaCeutics International Inc.  
Common   1/31/11     1,599,000       2.71       1,732,675    
Warrants (expiration 2/01/13)   1/31/11     0       1.03       329,394    
Warrants (expiration 2/01/16)   1/31/11     0       1.44       460,512    
Interlace Medical  
Milestone Interest   1/14/11     2,674,181       2,700,989.00       2,700,989    
Labcyte, Inc.  
Series C Cvt. Pfd.   7/18/05     1,283,262       0.52       1,280,000    
MacroGenics, Inc.  
Series D Cvt. Pfd.   9/04/08     668,364       0.65       133,208    
Series D Cvt. Pfd. 18 Month Lock-up   9/04/08     210,499       0.00       0    
Magellan Biosciences, Inc.  
Series A Cvt. Pfd.   11/28/06 - 10/01/09     2,166,424       1.00       2,161,090    
Warrants (expiration 4/01/19)   4/03/09     0       0.00       0    
Warrants (expiration 5/06/19)   5/12/09     0       0.00       0    
Medwave, Inc.  
Warrants (expiration 8/21/11)   8/21/06     0       0.00       0    
MZT Holdings, Inc.  
Warrants (expiration 1/22/12)   1/21/06     0       0.00       0    
OmniSonics Medical Technologies, Inc.  
Series A-1 Cvt. Pfd.   10/01/03     1,201,037       0.001       1,032    
Series B-1 Cvt. Pfd.   6/04/07, 11/15/07     668,067       0.001       878    
Common   5/24/2001     1,606,361       0.001       62    
OncoGenex Pharmaceuticals, Inc.  
Warrants (expiration 10/22/15)   10/22/10     0       4.71       176,625    
Palyon Medical Corporation  
Series A Cvt. Pfd.   4/28/09     2,062,094       0.16       1,537,020    
PHT Corporation  
Series D Cvt. Pfd.   7/23/01     2,803,841       0.78       2,800,000    
Series E Cvt. Pfd.   9/12/03 - 10/14/04     627,472       0.78       626,337    
Series F Cvt. Pfd.   7/21/08     81,720       0.78       77,575    
Songbird Hearing, Inc.  
Common   12/14/00     2,003,239       0.67       93    
TargeGen  
Milestone Interest   7/20/10     4,074,529       4,197,580.00       4,197,580    
TherOx, Inc.  
Series H Cvt. Pfd.   9/11/00     2,001,787       1.66       72,121    
Series I Cvt. Pfd.   7/08/05     386,639       1.66       165,293    
Tibion Corporation  
Cvt. Pfd.   2/23/11     1,640,000       0.50       1,640,000    
Veniti, Inc.  
Series A Cvt. Pfd.   2/28/11     2,255,000       0.87       2,255,000    
Xoft  
Milestone Interest   1/05/11     577,860       586,528.00       586,528    
Zyomyx, Inc.  
Common   2/19/99 - 7/22/04     2,601,013       0.25       12    
        $ 48,030,347         $ 33,305,147    

 

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

 


24



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(continued)

(5)  Subsequent Event

On April 25, 2011, the Trustees approved a tender offer by the Fund to acquire up to 35% of its outstanding shares for cash at a price equal to 98% of the Fund's net asset value per share as of the close of regular trading on the New York Stock Exchange on the business day immediately following the day the offer expires (the "Tender Offer"). The Tender Offer commenced on May 3, 2011 and is expected to expire on May 31, 2011.


25




H&Q 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.

On March 24, 2011, 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 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, as described below. The Trustees took into account that the Adviser presently provides investment management services only to the Fund and to H&Q Healthcare Investors and does not derive any benefit from its relationship with the Fund other than receipt of advisory fees pursuant to the Advisory Agreement. 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 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.


26



H&Q 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 comparisons of the Fund's performance to its benchmark, the NBI, and to other investment companies and reviewed other information relating to the performance of the Fund. The Trustees also considered the Adviser's portfolio management strategy and process for the Fund. Although the NBI's performance exceeded the Fund's returns by net asset value and stock price in recent periods, the Fund's return by net asset value outperformed the NBI over the most recent five-year and ten-year periods and the Fund's return by stock price outperformed the NBI over the most recent ten-year period. The Trustees continue to be satisfied with the 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 command 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 privately held investment advisers. Based on the information provided to and evaluated 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 that the Advisory Agreement provides for breakpoints in the advisory fees so that the Fund will share the benefits of the economies of scale that would inure to the Adviser as the Fund's assets increase. The Trustees reviewed the net assets of the Fund over the last five years, the recent investment performance of the Fund, and the management fees of other funds with similar investment objectives. Given the asset size of the Fund, and as economies of scale are still modest at current Fund asset levels, the Trustees determined that the Fund's breakpoint schedule is satisfactory and fair.


27



H&Q LIFE SCIENCES INVESTORS

PRIVACY NOTICE

If you are a registered shareholder of the Fund, the Fund and Hambrecht & Quist 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 Hambrecht & Quist Capital Management LLC at 2 Liberty Square, 9th floor, Boston, MA 02109; (iii) on the Fund's website at www.hqcm.com; and (iv) on the Securities and Exchange Commission's (SEC) website at 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. This Schedule of Investments will also be available on the Fund's website at www.hqcm.com or the SEC's website at 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.

DISTRIBUTION POLICY

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

PORTFOLIO MANAGEMENT

Daniel R. Omstead, Ph.D., Christopher Brinzey, M.B.A., Frank Gentile, Ph.D. and Jason C. Akus, M.D./M.B.A. 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.


28




H&Q LIFE SCIENCES INVESTORS

New York Stock Exchange Symbol: HQL

2 Liberty Square, 9th Floor
Boston, Massachusetts 02109
(617) 772-8500
www.hqcm.com

Officers

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

Trustees

Rakesh K. Jain, Ph.D.
Lawrence S. Lewin
Eric Oddleifson
Daniel R. Omstead, Ph.D.
Oleg M. Pohotsky
William S. Reardon, CPA
Uwe E. Reinhardt, Ph.D.
Lucinda H. Stebbins, CPA

Investment Adviser

Hambrecht & Quist Capital Management LLC

Administrator & Custodian

State Street Bank and Trust Company

Transfer Agent

Computershare Shareholder Services, Inc.

Legal Counsel

Dechert LLP

Shareholders with questions regarding share transfers may call

1-800-426-5523

Daily net asset value may be obtained from

our website (www.hqcm.com) or by calling

1-800-451-2597

001CS60314




 

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.

 

Not applicable to this semi-annual filing.

 

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)       Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is attached hereto (Exhibit 1).

 

(a)(3)       Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is attached hereto (Exhibit 2).

 

(b)           Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto (Exhibit 3).

 


 


 

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)

H&Q LIFE SCIENCES INVESTORS

 

 

 

 

By (Signature and Title)*

/s/ Daniel R. Omstead

 

 

Daniel R. Omstead, President

 

 

 

 

Date:

6/2/11

 

 

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:

6/2/11

 

 


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