OMB APPROVAL

 

 

OMB Number:

3235-0570

 

 

Expires:

January 31, 2014

 

UNITED STATES

Estimated average burden hours per response. . . . . . . . . . . . . . .20.6

 

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, 2012 to March 31, 2013

 

 



 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

See Semiannual Report as of March 31, 2013.

 



H&Q LIFE SCIENCES INVESTORS

Semiannual Report

March 31, 2013

(Unaudited)




To our Shareholders:

On March 31, 2013, the net asset value (NAV) per share of the Fund was $16.90. During the six month period ended March 31, 2013, total return at NAV of your Fund was 11.57%, with distributions reinvested. During the most recent quarter ended March 31, 2013, total return at NAV of your Fund was 14.79%, with distributions reinvested. The total investment return at market with distributions reinvested was 17.75% during the six month period ended March 31, 2013 and was 22.46% during the quarter ended March 31, 2013. Comparisons to relevant indices are listed below:

Investment Returns   Quarter
Ended 3/31/13
  Six-Months
Ended 3/31/13
 

Investment Return at Market

   

22.46

%

   

17.75

%

 

Net Asset Value

   

14.79

%

   

11.57

%

 

NASDAQ Biotech Index (NBI)

   

16.74

%

   

12.54

%

 

S&P 500 Index

   

10.61

%

   

10.19

%

 

Portfolio Highlights

In our opinion the stock market is performing well. Healthcare performance has exceeded that of the broad market. The S&P 500 Index has performed well but the NASDAQ Biotechnology Index (NBI) has performed even more impressively, as indicated above. This recent performance has been consistent with longer term performance of the NBI. We note that the NBI has approximately tripled in value since early 2009 and doubled since mid 2011. This performance trend has brought the biotechnology sector to all time highs. The Fund's performance has generally been consistent with the NBI during this period.

As portfolio managers on behalf of shareholders, we are pleased with the multiyear performance of both the NBI and the Fund. However after such a good period of stock price performance and given the cyclical history of the biotech sector and the market, it is reasonable to take a step back and evaluate whether we would expect this stellar sector performance to continue. One can never really know what will happen in the market. As described below, there are a good number of potential pitfalls. But there are also reasons to be optimistic. When we add up the pros and cons, we conclude there is a good chance that


1



solid biotechnology sector performance can continue. The details of our thinking follow but from a big picture perspective, we think that the biotech industry has reached a new level of maturity. Specifically, this sector has traditionally been characterized by the promise of future multi-billion dollar market potential products. Just a decade ago, relatively few companies in the NBI had attained significant product revenue and only a small percentage was profitable. Now, of the 118 companies in the NBI, 95% have some revenue and 80% have revenue of more than $10M. This looks like maturation to us.

First the positives. Biotech companies have become important components of traditional broad healthcare investors. By our calculation, 78% of the 27 healthcare mutual funds we follow have one or more biotech companies within their top ten positions. We think this validates the fact that biotechnology has really come of age. Moreover, it is our impression that the large pharmaceutical subsector of the healthcare area has also embraced biotechnology. Qualitatively, it is clear to us that these traditional large drug companies have come to rely more and more on biotechnology based products. As of 2012, six of the largest drugs (by sales) are of biotechnology origin. This maturation of the biotech subsector over recent years combined with the fact that the American population is getting older and will likely consume more healthcare makes us bullish on the group in general.

However, the question for us at the moment, independent of our bullish long term bias, is whether valuations in the healthcare sector in general and the biotechnology subsector in particular will continue to increase. The following factors are among those that affect our views.

Valuations in the healthcare sector, and particularly the biotech sector, are closely correlated with regulatory action, particularly approval (or rejection) of drugs by the US FDA. There is no question that the FDA has been approving drugs rapidly in the last few years. In 2012, for example the FDA approved 39 new drugs. This is more than they have approved in recent years. Perhaps more importantly, it appears to us that the FDA has been more open-minded about drug approvals than has been its custom. For example, the FDA has recently created a new "breakthrough" designation which suggests that, for certain drugs, it will consider faster approval than it has in the past. Moreover, in the last year or so, based on solid clinical data and unmet medical need, the FDA has approved at least 10 new drugs after Phase 2 data, rather than requiring a third Phase of clinical testing. We are encouraged by this apparent trend. By no means is FDA approving drugs without clear evidence of safety and efficacy but they do appear to be seeking to approve drugs sooner when the data warrant it.

Independent of the regulatory environment, it appears to us that valuations in healthcare/biotechnology sector have not reached


2



undeserved levels. While the NBI has reached an all time high, we think current price levels are warranted. At the moment, the Price/Earnings (P/E) ratio of the larger capitalization biotech companies has increased to about 20-25, approximately double the lows of recent years. However, even with these increases, valuations generally remain at a significant discount to the P/E multiples achieved in the early/mid 2000s. Moreover, estimated growth rates for these large biotech companies are projected to continue to be high relative to other healthcare subsectors (e.g., pharma). By one bank's (Deutsche Bank) estimates, the average five year EPS growth rate for four of the largest biotechnology companies (Amgen, Inc., Biogen Idec, Inc., Celgene Corporation and Gilead Sciences, Inc.) is expected to be 19% compared to the S&P 500 at 9% and 0% for key members of the pharmaceutical sector (Pfizer, Inc., Bristol-Myers Squibb, Eli Lilly and Company and Merck & Co.). Deutsche Bank suggests that at the moment, the mean PEG (P/E/growth) for these large biotech companies is 0.79 compared to the S&P 500 at 1.33 and the large pharma group at 6.31. These data suggest that the biotech sector has room to grow relative to other key sectors before it would be considered expensive.

Although it is hard to quantify, sentiment is another key factor in determining the potential for the sector. It is our impression that sentiment for healthcare and biotechnology remains positive. We continue to see bullish sell-side reports on the sector. Importantly we have the impression that healthcare continues to be in favor at large generalist funds and that biotech continues to be in favor at many of the large healthcare mutual funds. For example as noted above, approximately 80% of the 27 public healthcare mutual funds we track own one of the four largest biotech companies among their ten largest positions. Approximately 50% of these 27 funds own 2 of these four stocks among their top ten positions. This suggests to us that sentiment for biotechnology is high.

In addition to the factors described above, we also regularly update you on M&A, clinical data and other events in the biotechnology sector and in your Fund. During the six month period ending March 31, 2013, we have, as usual, seen quite a bit of activity. In the non-Fund related biotechnology sector in general, business development continues to be a theme. In the six month period ending March 31, 2013, Thermo Fisher Scientific, Inc. announced that it would acquire Life Technologies Corporation and Pfizer spun out its substantial animal health business as Zoetis, Inc. The FDA approved Pfizer's Xalkori, a biotechnology derived treatment for non-small cell lung cancer, Aegerion Pharmaceutical Inc.'s Juxtapid for hypercholesterolemia and Johnson & Johnson's Zytiga (developed by Fund asset Cougar Biotechnology, Inc.) for a new indication. There were also several notable negative events in the quarter including data read out from two clinical trials for


3



Alzheimer's drug that did not meet expectation and Affymax, Inc./Takeda Pharmaceutical Company Limited's voluntary removal from the market of its Hematide treatment for anemia.

With respect to Fund assets, there were also a number of representative events. On the positive side, among other events we note approval of Medivation, Inc.'s Xtandi for use in prostate cancer, Amarin Corporation plc's Vascepa for use in hypertriglyceridemia, Ironwood Pharmaceuticals, Inc./Forest Laboratories, Inc.'s Linzess for use in irritable bowel syndrome, Biogen's Tecfidera for use in Multiple Sclerosis and Celgene's Pomalyst for use in Chronic Myeloid Leukemia. In addition, Celgene (Abraxane in pancreatic cancer), Gilead (Sofosbuvir in Hepatitis C) and Vertex Pharmaceuticals, Inc.(multiple drugs in Cystic fibrosis) each reported positive clinical data for key products. Biogen also reported the clinical failure of a drug intended to treat ALS. United Therapeutics Corporation reported that its oral Remodulin product failed to receive FDA approval. In the period, Amgen acquired deCODE Genetics, Inc., Gilead acquired YM BioSciences, Inc., and Biogen acquired certain rights to Tysabri from Elan Corporation, plc. In addition, several of the smaller cap cancer companies in the Fund's portfolio announced clinical or other news during the report period. For example, Celldex, Inc.'s principal product demonstrated a survival benefit in the metastatic breast cancer setting. MEI Pharma demonstrated an impressive response rate in patients with myelodysplastic syndrome when its product was combined with Celgene's Vidaza. Oncogenex Pharmaceuticals, Inc. began a pivotal trial in non-small cell lung cancer patients and Endocyte, Inc. filed for approval (in concert with Merck) for its ovarian cancer drug in the EU. We are pleased to see this kind of progress in the Funds holdings of smaller cap cancer companies.

In aggregate, the events described above suggest to us that the Healthcare/Biotechnology sector continues to possess upside potential. It looks to us like both the technical performance and market sentiment for the sector are positives. In addition, we believe the market continues to view this sector as defensive. In the current macro environment that assessment is, in our opinion, likely to be a positive for the sector. As a result we continue to advocate investment in the sector.

While, as described above, we see several reasons to be optimistic, there are also real reasons to be cautious. Given the recent price movement in the NBI, we would not be surprised to see a pullback motivated by profit taking. Although we don't see one on the horizon, we can never rule out an event, sector-specific or otherwise, that unravels sentiment. The bottom line is that despite the recent advances, the biotechnology sector is inherently volatile and as such is inevitably subject to individual event risk. Having said this, our greatest concern at the moment is the macroeconomic environment. Politics aside, it is


4



clear that that recent debt purchase actions by the Federal Reserve (i.e., Quantitative Easing) have kept interest rates low and have encouraged equity investment. In the view of many, these actions have forced investment out of bonds and into equities. Whatever else these actions have done, they have ultimately pushed market valuations up. The Fed has assured the marketplace that it can unwind its debt positions without significant harm. In the short term, some portion of the market/sector's recent rise can be attributed to the Fed's actions. We are hopeful that the Fed can affect a "soft landing"; we think that such an outcome would have modest impact on market valuations. But should Fed deleveraging (or the prospect of such deleveraging) have a significant effect on market sentiment, valuations in both the broad and healthcare markets could be adversely affected. We will take the benefit that equities are receiving now as the Fed expands its balance sheet but are not looking forward to the day that deleveraging is definitively announced or begins. This is our biggest concern at the moment but well out of our control.

Investment Changes

During the six month period ended March 31, 2013, within the public portfolio, the Fund established positions in several companies including Onyx Pharmaceuticals, Inc., Actavis, Inc., Merrimack Pharmaceuticals, Inc., Synta Pharmaceuticals Corporation, Sagent Pharmaceuticals, Inc. and Endocyte, Inc. During the same six month period the Fund exited its positions in several companies including NPS Pharmaceuticals, Inc., Alere, Inc., ImmunoGen, Inc., Watson Pharmaceuticals, Inc. Thermo Fisher Scientific, Inc. and Bruker Corporation.

During the six month period ended March 31, 2013, within the venture portfolio, the Fund made follow on investments in several companies including Neurovance, Inc., Tibion Corporation, Euthymics, Inc., Labcyte, Inc. and CardioKinetix. Aveta, Inc. sold its North American business to a division of UnitedHealth. Aveta's remaining Medicaid and Medicare Advantage business changed its name to InnovaCare Health, Inc.

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

Daniel R. Omstead, PhD
President


5



H&Q LIFE SCIENCES INVESTORS

LARGEST HOLDINGS BY ISSUER
(Excludes Short-Term Investments)

As of March 31, 2013
(Unaudited)

Issuer - Sector  

% of Net Assets

 
Gilead Sciences, Inc.
Biotechnologies/Biopharmaceuticals
   

9.1

%

 
Celgene Corporation
Biotechnologies/Biopharmaceuticals
   

7.3

%

 
Regeneron Pharmaceuticals, Inc.
Biotechnologies/Biopharmaceuticals
   

6.4

%

 
Biogen Idec, Inc.
Biotechnologies/Biopharmaceuticals
   

5.3

%

 
Puma Biotechnology, Inc.
Biotechnologies/Biopharmaceuticals
   

4.2

%

 
Alexion Pharmaceuticals, Inc.
Biotechnologies/Biopharmaceuticals
   

4.1

%

 
Perrigo Company
Generic Pharmaceuticals
   

3.2

%

 
Onyx Pharmaceuticals, Inc.
Biotechnologies/Biopharmaceuticals
   

2.6

%

 
Vertex Pharmaceuticals, Inc.
Biotechnologies/Biopharmaceuticals
   

2.6

%

 
Mylan, Inc.
Generic Pharmaceuticals
   

2.3

%

 

SECTOR DIVERSIFICATION (% of Net Assets)

As of March 31, 2013

(Unaudited)


6




H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(Unaudited)

    CONVERTIBLE SECURITIES
AND WARRANTS - 7.9% of Net Assets
 

SHARES

  Convertible Preferred and Warrants
(Restricted) (a) (b) - 7.5%
 
VALUE
 
   

Biotechnologies/Biopharmaceuticals - 1.3%

 
 

3,324,401

   

Celladon Corporation Series A-1

 

$

1,492,656

   
 

2,568,939

   

EBI Life Sciences, Inc. Series A (c)

   

11,303

   
 

2,862,324

   

Euthymics Biosciences, Inc. Series A (c)

   

1,099,991

   
 

239,236

   

MacroGenics, Inc. Series D

   

156,006

   
 

2,568,939

   

Neurovance, Inc. Series A (c)

   

199,864

   
 

3,458,975

   

Neurovance, Inc. Series A-1 (c)

   

269,108

   
     

3,228,928

   
   

Healthcare Services - 1.7%

 
 

3,589,744

   

PHT Corporation Series D (c)

   

2,800,000

   
 

802,996

   

PHT Corporation Series E (c)

   

1,244,403

   
 

99,455

   

PHT Corporation Series F (c)

   

263,685

   
     

4,308,088

   
   

Medical Devices and Diagnostics - 4.5%

 
 

79,331

   

CardioKinetix, Inc. Series C

   

1,116,101

   
 

142,574

   

CardioKinetix, Inc. Series D

   

542,780

   
 

439,334

   

CardioKinetix, Inc. Series E

   

1,250,784

   
 

N/A

    CardioKinetix, Inc. warrants
(expiration 12/11/19) (d)
   

0

   
 

N/A

    CardioKinetix, Inc. warrants
(expiration 6/03/20) (d)
   

0

   
 

N/A

    CardioKinetix, Inc. warrants
(expiration 7/07/21) (d)
   

0

   
 

2,161,090

   

Dynex Technologies, Inc. Series A

   

388,996

   
 

98,824

    Dynex Technologies, Inc. warrants
(expiration 4/01/19)
   

0

   
 

7,877

    Dynex Technologies, Inc. warrants
(expiration 5/06/19)
   

0

   
 

2,021,388

   

IlluminOss Medical, Inc. Series C-1

   

775,000

   
 

2,446,016

   

Labcyte, Inc. Series C

   

1,565,450

   
 

107,178

   

Labcyte, Inc. Series D

   

68,594

   
 

2,161,090

   

Magellan Diagnostics, Inc. Series A

   

1,480,995

   
 

98,824

    Magellan Diagnostics, Inc. warrants
(expiration 4/01/19)
   

0

   
 

7,877

    Magellan Diagnostics, Inc. warrants
(expiration 5/06/19)
   

0

   
 

9,606,373

   

Palyon Medical Corporation Series A (c)

   

1,316,073

   
 

N/A

    Palyon Medical Corporation warrants
(expiration 4/26/19) (c) (d)
   

0

   

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



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(Unaudited)

(continued)

SHARES

  Convertible Preferred and Warrants
(Restricted) (a) (b) - continued
 
VALUE
 
 

43,478

   

TherOx, Inc. Series H

 

$

435

   
 

99,646

   

TherOx, Inc. Series I

   

997

   
 

3,280,000

   

Tibion Corporation Series B

   

272,896

   
 

N/A

    Tibion Corporation warrants
(expiration 07/12/17) (d)
   

0

   
 

N/A

    Tibion Corporation warrants
(expiration 10/30/17) (d)
   

0

   
 

N/A

    Tibion Corporation warrants
(expiration 11/28/17) (d)
   

0

   
 

2,606,033

   

Veniti, Inc. Series A (c)

   

2,385,302

   
     

11,164,403

   
     

18,701,419

   
PRINCIPAL
AMOUNT
 
Convertible Notes (a) - 0.4%
 
 
   

Drug Discovery Technologies - 0.0%

 

$

700,000

   

deCode Genetics, Inc., 3.50% due 4/15/11 (b)

   

0

   
        Medical Devices and Diagnostics
(Restricted) - 0.4%
     
 

512,500

    Palyon Medical Corporation Cvt.
Promissory Note, 8.00% due 10/26/13 (c)
   

512,500

   
 

335,717

    Tibion Corporation Cvt.
Promissory Note, 6.00% due 7/12/13
   

335,717

   
       

TOTAL CONVERTIBLE NOTES

   

848,217

   
        TOTAL CONVERTIBLE SECURITIES
AND WARRANTS
(Cost $25,659,350)
   

19,549,636

   

SHARES

 

COMMON STOCKS AND WARRANTS - 82.5%

     
   

Biotechnologies/Biopharmaceuticals - 57.4%

 
 

51,246

   

Acorda Therapeutics, Inc. (b)

   

1,641,409

   
 

111,924

   

Alexion Pharmaceuticals, Inc. (b)

   

10,312,677

   
 

78,564

   

Alkermes plc (b)

   

1,862,752

   
 

414,242

   

Amarin Corporation plc (b) (e)

   

3,069,533

   
 

29,181

   

Amgen, Inc.

   

2,991,344

   
 

3,939,544

   

Antisoma plc (b) (f)

   

112,163

   
 

191,772

   

ARIAD Pharmaceuticals, Inc. (b)

   

3,469,155

   
 

68,329

   

Biogen Idec, Inc. (b)

   

13,181,347

   
 

156,955

   

Celgene Corporation (b)

   

18,192,654

   
 

168,456

   

Ceres, Inc. (b)

   

586,227

   

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



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(Unaudited)

(continued)

SHARES

  Biotechnologies/
Biopharmaceuticals - continued
 
VALUE
 
 

1,892

    Ceres, Inc. warrants (Restricted,
expiration 9/05/15) (a) (b)
 

$

435

   
 

66,112

   

Cornerstone Therapeutics, Inc. (b)

   

467,412

   
 

87,814

   

Cubist Pharmaceuticals, Inc. (b)

   

4,111,452

   
 

370,886

   

Curis, Inc. (b)

   

1,216,506

   
 

60,200

   

Endocyte, Inc. (b)

   

749,490

   
 

464,770

   

Gilead Sciences, Inc. (b)

   

22,741,196

   
 

184,200

   

Merrimack Pharmaceuticals Inc. (b)

   

1,123,620

   
 

207,744

   

Nektar Therapeutics (b)

   

2,285,184

   
 

344,571

   

Neurocrine Biosciences, Inc. (b)

   

4,183,092

   
 

113,100

   

OncoGenex Pharmaceutical, Inc. (b)

   

1,281,423

   
 

37,500

    OncoGenex Pharmaceutical, Inc. warrants
(Restricted, expiration 10/22/15) (a) (b)
   

21,750

   
 

72,681

   

Onyx Pharmaceuticals, Inc. (b)

   

6,458,434

   
 

311,757

   

Puma Biotechnology, Inc. (b)

   

10,409,566

   
 

122,005

   

Questcor Pharmaceuticals, Inc.

   

3,970,043

   
 

90,719

   

Regeneron Pharmaceuticals, Inc. (b)

   

16,002,832

   
 

129,000

   

Synta Pharmaceuticals Corporation (b)

   

1,109,400

   
 

21,642

   

United Therapeutics Corporation (b)

   

1,317,349

   
 

274,325

   

Verastem, Inc. (b)

   

2,639,006

   
 

117,332

   

Vertex Pharmaceuticals, Inc. (b)

   

6,450,913

   
 

81,030

   

VIVUS, Inc. (b)

   

891,330

   
     

142,849,694

   
   

Drug Delivery - 1.1%

 
 

2,678,316

   

A.P. Pharma, Inc. (b)

   

990,977

   
 

2,066,667

    A.P. Pharma, Inc. warrants (Restricted,
expiration 7/01/16) (a) (b)
   

258,333

   
 

711,350

   

IntelliPharmaCeutics International, Inc. (b) (c)

   

1,294,657

   
 

319,800

    IntelliPharmaCeutics International, Inc.
warrants (Restricted, expiration 2/01/16) (a) (b) (c)
   

143,910

   
     

2,687,877

   
   

Drug Discovery Technologies - 2.3%

 
 

140,000

   

Celldex Therapeutics, Inc. (b)

   

1,621,200

   
 

176,988

   

Incyte Corporation (b)

   

4,143,290

   
 

46

   

Zyomyx, Inc. (Restricted) (a) (b)

   

11

   
     

5,764,501

   
   

Generic Pharmaceuticals - 11.1%

 
 

28,365

   

Actavis, Inc. (b)

   

2,612,700

   
 

326,448

   

Akorn, Inc. (b)

   

4,514,776

   
 

99,469

   

Impax Laboratories, Inc. (b)

   

1,535,801

   

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



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(Unaudited)

(continued)

SHARES

 

Generic Pharmaceuticals - continued

 

VALUE

 
 

197,224

   

Mylan, Inc. (b)

 

$

5,707,663

   
 

66,228

   

Perrigo Company

   

7,863,251

   
 

43,749

   

Sagent Pharmaceuticals, Inc. (b)

   

767,795

   
 

115,118

   

Teva Pharmaceutical Industries Ltd. (e)

   

4,567,882

   
     

27,569,868

   
   

Healthcare Services - 0.6%

 
 

10,850

   

Covance, Inc. (b)

   

806,372

   
 

148,148

   

InnovaCare Health, Inc. (Restricted) (a) (b) (g)

   

580,740

   
     

1,387,112

   
   

Medical Devices and Diagnostics - 4.6%

 
 

226,902

   

Accuray, Inc. (b)

   

1,052,825

   
 

130,000

   

Cercacor Laboratories, Inc. (Restricted) (a) (b)

   

63,801

   
 

251,589

   

Hologic, Inc. (b)

   

5,685,911

   
 

36,296

   

iCAD, Inc. (b)

   

181,117

   
 

17,668

   

IDEXX Laboratories, Inc. (b)

   

1,632,347

   
 

53,171

   

Illumina, Inc. (b)

   

2,871,234

   
 

447,080

   

Medwave, Inc. (b)

   

0

   
 

139

   

Songbird Hearing, Inc. (Restricted) (a) (b)

   

93

   
     

11,487,328

   
   

Pharmaceuticals - 5.4%

 
 

99,164

   

Endo Pharmaceuticals Holdings, Inc. (b)

   

3,050,285

   
 

64,569

   

Ironwood Pharmaceuticals, Inc. (b)

   

1,180,967

   
 

65,534

   

Medivation, Inc. (b)

   

3,065,025

   
 

47,597

    Sanofi, Contingent Value Rights
(expiration 12/31/20) (b)
   

84,723

   
 

39,424

   

Shire plc (e)

   

3,601,776

   
 

184,315

   

Warner Chilcott plc

   

2,497,468

   
     

13,480,244

   
        TOTAL COMMON STOCKS
AND WARRANTS
(Cost $139,306,952)
   

205,226,624

   
PRINCIPAL
AMOUNT
 
SHORT-TERM INVESTMENTS - 6.9%
 
 

$

5,000,000

    General Electric Capital Corp.
Commercial Paper, 0.04% due 04/09/13
   

4,999,956

   

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



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(Unaudited)

(continued)

PRINCIPAL
AMOUNT
 

SHORT-TERM INVESTMENTS - continued

 

VALUE

 

$

12,085,000

    Repurchase Agreement, State Street Bank
and Trust Co., repurchase value
$12,085,013, 0.01%, dated 03/28/13,
due 04/01/13 (collateralized by
U.S. Treasury Note 0.250%, due 01/31/14,
market value $12,329,864)
 

$

12,085,000

   
        TOTAL SHORT-TERM INVESTMENTS
(Cost $17,084,956)
   

17,084,956

   
        TOTAL INVESTMENTS BEFORE
MILESTONE INTERESTS - 97.3%
(Cost $182,051,258)
   

241,861,216

   

INTEREST

  MILESTONE INTERESTS
(Restricted) (a) (b) - 1.8%
     
   

Biotechnologies/Biopharmaceuticals - 1.5%

 
 

1

   

Targegen Milestone Interest

   

3,765,272

   
   

Medical Devices and Diagnostics - 0.3%

 
 

1

   

Xoft Milestone Interest

   

677,599

   
     

677,599

   
        TOTAL MILESTONE INTERESTS
(Cost $3,546,572)
   

4,442,871

   
        TOTAL INVESTMENTS - 99.1%
(Cost $185,597,830)
   

246,304,087

   
        OTHER ASSETS IN EXCESS
OF LIABILITIES - 0.9%
   

2,342,310

   
       

NET ASSETS - 100%

 

$

248,646,397

   

(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 $11,540,796).

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

(e)  American Depository Receipt

(f)  Foreign security.

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

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



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(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. Level 1 includes quoted prices in active markets for identical investments. Level 2 includes prices determined using other significant observable inputs (including quoted prices for similar investments, interest rates, credit risk, etc.). Level 3 includes 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, 2013 to value the Fund's net assets. For the six months ended March 31, 2013, there were no transfers between levels 1 and 2.

Assets at Value

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Convertible Securities and Warrants

 

Biotechnologies/Biopharmaceuticals

                 

$

3,228,928

   

$

3,228,928

   

Healthcare Services

                   

4,308,088

     

4,308,088

   

Medical Devices and Diagnostics

                   

12,012,620

     

12,012,620

   

Common Stocks and Warrants

 

Biotechnologies/Biopharmaceuticals

 

$

142,827,509

             

22,185

     

142,849,694

   

Drug Delivery

   

2,285,634

             

402,243

     

2,687,877

   

Drug Discovery Technologies

   

5,764,490

             

11

     

5,764,501

   

Generic Pharmaceuticals

   

27,569,868

             

     

27,569,868

   

Healthcare Services

   

806,372

             

580,740

     

1,387,112

   

Medical Devices and Diagnostics

   

11,423,434

             

63,894

     

11,487,328

   

Pharmaceuticals

   

13,480,244

             

     

13,480,244

   

Short-term Investments

   

   

$

17,084,956

     

     

17,084,956

   

Milestone Interest

 

Biotechnologies/Biopharmaceuticals

   

     

     

3,765,272

     

3,765,272

   

Medical Devices and Diagnostics

   

     

     

677,599

     

677,599

   

Other Assets

   

     

     

799,160

     

799,160

   

Total

 

$

204,157,551

   

$

17,084,956

   

$

25,860,740

   

$

247,103,247

   

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



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(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. Realized and unrealized gain (loss) disclosed in the reconciliation are included in Net Realized and Unrealized Gain (Loss) on the Statement of Operations.

Level 3 Assets

  Balance as of
September 30,
2012
  Realized
gain/loss
and change
in unrealized
appreciation
(depreciation)
  Cost of
purchases
  Proceeds
from sales
  Net
transfers
in
(out of)
Level 3
  Balance
as of
March 31,
2013
 

Convertible Securities and Warrants

 
Biotechnologies/
Biopharmaceuticals
 

$

4,466,017

   

($

1,773,575

)

 

$

538,488

   

$

(2,002

)

   

   

$

3,228,928

   
Drug Discovery
Technologies
   

0

     

79,881

     

     

(79,881

)

   

     

0

   

Healthcare Services

   

5,031,258

     

(723,170

)

   

     

     

     

4,308,088

   
Medical Devices
and Diagnostics
   

10,885,514

     

517,715

     

609,405

     

(14

)

   

     

12,012,620

   

Common Stocks and Warrants

 
Biotechnologies/
Biopharmaceuticals
   

71,707

     

(49,522

)

   

     

     

     

22,185

   

Drug Delivery

   

1,131,502

     

(729,259

)

   

     

     

     

402,243

   
Drug Discovery
Technologies
   

11

     

     

     

     

     

11

   

Healthcare Services

   

1,666,665

     

273,934

     

643,296

     

(2,003,155

)

   

     

580,740

   
Medical Devices
and Diagnostics
   

89,330

     

(25,436

)

   

     

     

     

63,894

   

Milestone Interests

 
Biotechnologies/
Biopharmaceuticals
   

3,691,931

     

73,341

     

     

     

     

3,765,272

   
Medical Devices
and Diagnostics
   

2,372,404

     

1,760,039

     

455

     

(3,455,299

)

   

     

677,599

   

Other Assets

   

1,219,599

     

     

649,309

     

(1,069,748

)

   

     

799,160

   

Total

 

$

30,625,938

   

$

(596,052

)

 

$

2,440,953

   

$

(6,610,099

)

   

   

$

25,860,740

   
Net change in unrealized appreciation (depreciation) from
investments still held as of March 31, 2013
 

$

(2,675,453

)

 

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



H&Q LIFE SCIENCES INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2013

(Unaudited)

(continued)

Other Information, continued

The following is a quantitative disclosure about significant unobservable inputs used in the determination of the fair value of level 3 assets.

    Fair Value at
3/31/13
 

Valuation Technique

 

Unobservable Input

 

Range

 
Private Companies and Other
Restricted Securities
 

$

488,229

    Public market price
based
 

None

 

N/A

 

   

14,163,438

    Capital asset pricing
model based
 

Revenue growth rate

  10%-183%  
           

Price to sales multiple

 

0.2-7.39

 

   

5,810,932

    Independent valuation
based
 

Revenue growth rate

  9.2%-14.00%  
            Weighted average cost
of capital
  15.5%-27.5%  
           

Discount rate

  20%  
           

Relief from royalty rate

  5%-6%  

   

5,398,141

    Probability adjusted
value based
 

Probability of events

  5%-50%  
           

Timing of events

  0.5-5 years  
   

$

25,860,740

               

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



H&Q LIFE SCIENCES INVESTORS

STATEMENT OF ASSETS AND LIABILITIES

MARCH 31, 2013

(Unaudited)

ASSETS:  
Investments in unaffiliated issuers, at value
(cost $168,763,503)
 

$

230,320,420

   
Investments in affiliated issuers, at value
(cost $13,287,755)
   

11,540,796

   
Milestone interests, at value
(cost $3,546,572)
   

4,442,871

   

Cash

   

383

   

Dividends and interest receivable

   

68,214

   

Receivable for investments sold

   

2,694,698

   

Prepaid expenses

   

40,027

   

Other assets (see Note 1)

   

799,160

   

Total assets

   

249,906,569

   

LIABILITIES:

 

Payable for investments purchased

   

810,892

   

Accrued advisory fee

   

222,302

   

Accrued shareholder reporting fees

   

68,949

   

Accrued trustee fees

   

10,342

   

Accrued other

   

147,687

   

Total liabilities

   

1,260,172

   

NET ASSETS

 

$

248,646,397

   

SOURCES OF NET ASSETS:

 
Shares of beneficial interest, par value $.01 per
share, unlimited number of shares authorized,
amount paid in on 14,710,688 shares issued and
outstanding
 

$

178,206,982

   

Accumulated net investment loss

   

(1,528,830

)

 
Accumulated net realized gain on investments,
milestone interests and options
   

11,261,988

   
Net unrealized gain on investments and
milestone interests
   

60,706,257

   
Total net assets (equivalent to $16.90 per share
based on 14,710,688 shares outstanding)
 

$

248,646,397

   

The accompanying notes are an integral part of these financial statements.
15



H&Q LIFE SCIENCES INVESTORS

STATEMENT OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2013

(Unaudited)

INVESTMENT INCOME:

 

Dividend income (net of foreign tax of $12,907)

 

$

194,346

   

Interest income

   

24,345

   

Interest income from affiliates

   

20,444

   

Total investment income

   

239,135

   

EXPENSES:

 

Advisory fees

   

1,271,334

   

Legal fees

   

115,111

   

Trustees' fees and expenses

   

85,511

   

Administration and auditing fees

   

83,698

   

Shareholder reporting

   

64,478

   

Custodian fees

   

44,050

   

Transfer agent fees

   

26,066

   

Other (see Note 2)

   

77,717

   

Total expenses

   

1,767,965

   

Net investment loss

   

(1,528,830

)

 

REALIZED AND UNREALIZED GAIN (LOSS):

 

Net realized gain (loss) on:

 

Investments in unaffiliated issuers

   

7,831,901

   

Closed or expired option contracts written

   

74,637

   

Net realized gain

   

7,906,538

   

Change in unrealized appreciation (depreciation)

 

Investments in unaffiliated issuers

   

23,907,907

   

Investments in affiliated issuers

   

(3,448,790

)

 

Milestone interests

   

(870,698

)

 

Change in unrealized appreciation (depreciation)

   

19,588,419

   

Net realized and unrealized gain (loss)

   

27,494,957

   
Net increase in net assets
resulting from operations
 

$

25,966,127

   

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



H&Q LIFE SCIENCES INVESTORS

STATEMENTS OF CHANGES IN NET ASSETS

    Six months ended
March 31, 2013
(Unaudited)
  Year ended
September 30,
2012
 
NET INCREASE (DECREASE) IN
NET ASSETS RESULTING
FROM OPERATIONS:
 

Net investment loss

 

($

1,528,830

)

 

($

1,283,413

)

 

Net realized gain

   

7,906,538

     

23,573,839

   

Change in net unrealized appreciation

   

19,588,419

     

55,339,676

   
Net increase in net assets
resulting from operations
   

25,966,127

     

77,630,102

   
DISTRIBUTIONS TO SHAREHOLDERS
FROM:
 

Net realized capital gains

   

(8,845,994

)

   

(20,969,603

)

 

Total distributions

   

(8,845,994

)

   

(20,969,603

)

 

CAPITAL SHARE TRANSACTIONS:

 
Fund shares repurchased (0 and
975,059 shares, respectively)
(see Note 1)
   

     

(10,877,720

)

 
Reinvestment of distributions
(282,063 and 825,270 shares,
respectively)
   

4,446,111

     

10,742,341

   

Total capital share transactions

   

4,446,111

     

(135,379

)

 

Net increase in net assets

   

21,566,244

     

56,525,120

   

NET ASSETS:

 

Beginning of period

   

227,080,153

     

170,555,033

   

End of period*

 

$

248,646,397

   

$

227,080,153

   
*Includes accumulated net
investment loss of:
 

($

1,528,830

)

 

$

0

(a)

 

(a)  Reflects year end 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.
17



H&Q LIFE SCIENCES INVESTORS

STATEMENT OF CASH FLOWS

SIX MONTHS ENDED MARCH 31, 2013

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Purchases of portfolio securities

 

($

33,030,576

)

 

Net maturities of short-term investments

   

(13,450,800

)

 

Sales of portfolio securities

   

51,903,279

   

Proceeds from option contracts written

   

74,637

   

Interest income received

   

14,819

   

Dividend income received

   

185,525

   

Other operating receipts (expenses paid)

   

(1,297,307

)

 

Net cash provided from operating activities

   

4,399,577

   

CASH FLOWS FROM FINANCING ACTIVITIES:

 

Cash distributions paid

   

(4,399,883

)

 

Net cash used for financing activities

   

(4,399,883

)

 

NET DECREASE IN CASH

   

(306

)

 

CASH AT BEGINNING OF PERIOD

   

689

   

CASH AT END OF PERIOD

 

$

383

   
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

 

$

25,966,127

   

Purchases of portfolio securities

   

(33,030,576

)

 

Net maturities of short-term investments

   

(13,450,800

)

 

Sales of portfolio securities

   

51,903,279

   

Proceeds from option contracts written

   

74,637

   

Accretion of discount

   

(156

)

 

Net realized gain on investments and options

   

(7,906,538

)

 
Increase in net unrealized appreciation
(depreciation) on investments
   

(19,588,419

)

 

Increase in dividends and interest receivable

   

(38,635

)

 

Increase in accrued expenses

   

44,612

   

Decrease in prepaid expenses and other assets

   

426,046

   

Net cash provided from operating activities

 

$

4,399,577

   

Noncash financing activities not included herein consist of reinvested distributions to shareholders of $4,446,111.

The accompanying notes are an integral part of these financial statements.
18




H&Q LIFE SCIENCES INVESTORS

FINANCIAL HIGHLIGHTS

    Six months
ended
March 31, 2013
 

Years ended September 30,

 
   

(Unaudited)

 

2012

 

2011

 

2010

 

2009

 

2008

 
OPERATING PERFORMANCE FOR A SHARE
OUTSTANDING THROUGHOUT EACH PERIOD
 
Net asset value per share,
Beginning of period
 

$

15.74

   

$

11.70

   

$

11.51

   

$

11.32

   

$

13.18

   

$

15.34

   

Net investment loss (1)

   

(0.11

)

   

(0.09

)(2)

   

(0.19

)(3)

   

(0.09

)(4)

   

(0.15

)

   

(0.14

)

 
Net realized and
unrealized gain (loss)
   

1.88

     

5.54

     

1.26

     

0.53

     

(1.03

)

   

(0.87

)

 
Total increase (decrease)
from investment
operations
   

1.77

     

5.45

     

1.07

     

0.44

     

(1.18

)

   

(1.01

)

 

Distributions to shareholders from:

 

Net realized capital gains

   

(0.61

)

   

(1.49

)

   

(1.01

)

   

(0.29

)

   

(0.10

)

   

(1.15

)

 

Return of capital (tax basis)

   

     

     

     

     

(0.58

)

   

   

Total distributions

   

(0.61

)

   

(1.49

)

   

(1.01

)

   

(0.29

)

   

(0.68

)

   

(1.15

)

 
Increase resulting from
shares repurchased (1)
   

     

0.08

     

0.13

     

0.04

     

     

   
Net asset value per share,
end of period
 

$

16.90

   

$

15.74

   

$

11.70

   

$

11.51

   

$

11.32

   

$

13.18

   
Per share market value,
end of period
 

$

17.44

   

$

15.39

   

$

10.46

   

$

9.59

   

$

9.23

   

$

10.62

   
Total investment return
at market value
   

17.75

%*

   

64.66

%

   

19.15

%

   

7.05

%

   

(5.56

%)

   

(13.52

%)

 

RATIOS

 

Expenses to average net assets

   

1.56

%**

   

1.72

%

   

1.77

%

   

1.52

%

   

1.58

%

   

1.56

%

 
Net investment loss to average
net assets
   

(1.35

%)**

   

(0.64

%)(2)

   

(1.54

%)(3)

   

(0.79

%)(4)

   

(1.38

%)

   

(0.99

%)

 

SUPPLEMENTAL DATA

 
Net assets, end of period
(in millions)
 

$

249

   

$

227

   

$

171

   

$

251

   

$

249

   

$

278

   

Portfolio turnover rate

   

15.51

%

   

77.70

%

   

93.57

%

   

57.45

%

   

82.88

%

   

73.89

%

 

*  Not Annualized.

**  Annualized.

(1)  Computed using average shares outstanding.

(2)  Includes special dividends from three issuers in the aggregate amount of $0.13 per share. Excluding the special dividends, the net investment loss per share would have been $(0.22) the ratio of net investment loss to average net assets would have been (1.58%).

(3)  Includes a special dividend from an issuer in the amount of $0.02 per share. Excluding the special dividend, the net investment loss per share would have been $(0.21) the ratio of net investment loss to average net assets would have been (1.66%).

(4)  Includes a special dividend from an issuer in the amount of $0.06 per share. Excluding the special dividend, the net investment loss per share would have been $(0.15) the ratio of net investment loss to average net assets would have been (1.28%).

The accompanying notes are an integral part of these financial statements.
19



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013

(Unaudited)

(1)  Organization and Significant Accounting Policies

H&Q Life Sciences 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 by the Fund's Investment Adviser, Tekla Capital Management LLC (the Adviser), 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 and such differences could be material. The following is a summary of significant accounting policies followed by the Fund, which are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Events or transactions occurring after March 31, 2013, through the date that the financial statements were issued, have been evaluated in the preparation of these financial statements.

Investment Valuation

Shares of publicly traded companies listed on national securities exchanges or trading in the over-the-counter market are typically valued at the last sale price, as of the close of trading, generally 4 p.m., Eastern time. The Board of Trustees of the Fund (the "Trustees") have established and approved fair valuation policies and procedures with respect to securities for which quoted prices may not be available or which do not reflect fair value. Shares of publicly traded companies for which market quotations are not readily available, such as stocks for which trading has been halted or for which there are no current day sales, or whose quoted price may otherwise not reflect fair value, are valued in good faith by the Adviser using a fair value process pursuant to policies and procedures approved by the Trustees described below. Restricted securities of companies that are publicly traded are typically valued based on the closing market quote on the valuation date adjusted for the impact of the restriction as determined in good faith by the Adviser also using fair valuation policies and procedures approved by the Trustees described below. Non-exchange traded warrants of publicly traded companies are typically valued using the Black-Scholes model, which incorporates both observable and unobservable inputs. Short-term investments with a maturity of 60 days or less are valued at amortized cost, which approximates fair value.

Convertible preferred shares, warrants or convertible note interests in private companies, milestone interests, other restricted securities, as well as shares of publicly traded companies for which market quotations are not available or which do not reflect fair value, are typically valued in good faith, based upon the recommendations made by the Adviser pursuant to fair valuation policies and procedures approved by the Trustees. The Adviser has a Valuation Sub-Committee comprised of senior management which reports to the Valuation Committee of the Board at least quarterly. Each fair value determination is based on a consideration of relevant factors, including both observable and unobservable inputs. Observable and unobservable inputs the Adviser considers may include (i) the existence of any contractual restrictions on the disposition of securities; (ii) information obtained from the company, 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 the same or similar security


20



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013

(continued)

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. Where appropriate, multiple valuation methodologies are applied to confirm fair value. Significant unobservable inputs identified by the Adviser are often used in the fair value determination. A significant change in any of these inputs may result in a significant change in the fair value measurement. Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have been used had a ready market for the investments existed, and differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different from the valuations used at the date of these financial statements.

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 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.


21



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013

(continued)

Transactions in call options written for the six months ended March 31, 2013 were as follow:

   

Contracts

 

Premiums

 

Options outstanding, September 30, 2012

   

   

$

   

Options written

   

3,006

     

74,637

   

Options terminated in closing purchase transactions

   

     

   

Options exercised

   

(3,006

)

   

(74,637

)

 

Options expired

   

     

   

Options outstanding, March 31, 2013

   

   

$

   

 

Derivatives not accounted
for as hedging instruments
under ASC 815

 

Statement of Assets and
Liabilities Location

 

Statement of Operations Location

 

The Fund held no open
options written contracts
at March 31, 2013.

                         

Net realized gain on
investments in unaffiliated
issuers

 

$

0

   
               

Net realized gain on closed
or expired option contracts
written

 

$

74,637

   
               

Change in unrealized
appreciation (depreciation)
on investments in
unaffiliated issuers

 

$

0

   
               

Change in unrealized
appreciation (depreciation)
on option contracts written

 

$

0

   

Milestone Interests

The Fund holds financial 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 based on the relative uncertainty of both the timing and the achievement of individual milestones. A risk to the Fund is that the milestones will not be achieved and no payment will be received by the Fund. The milestone interests were received as part of the proceeds from the sale of two private companies. Any payments received are treated as a reduction of the cost basis of the milestone interest with payments received in excess of the cost basis treated as a realized gain. The contractual obligations with respect to the TargeGen Milestone Interest provide for payments at various stages of the development of TargeGen's principal product candidate as of the date of the sale. The contractual obligations with respect to the Xoft Milestone Interest provide for a payment based upon the cumulative net revenue of certain of the company's products over a three-year period following the sale.


22



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013

(continued)

The following is a summary of the impact of the milestone interests on the financial statements as of and for the six months ended March 31, 2013:

Statement of Assets and Liabilities, Milestone interests, at value

 

$

4,442,871

   
Statement of Assets and Liabilities, Net unrealized gain on investments
and milestone interests
 

$

896,299

   
Statement of Operations, Change in unrealized appreciation (depreciation)
on milestone interests
 

($

870,698

)

 

Other Assets

Other assets in the Statement of Assets and Liabilities consists of amounts due to the Fund at various times in the future in connection with the sale of investments in five 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, less any foreign taxes withheld. Upon notification from issuers, some of the dividend income received may be redesignated as a reduction of cost of the related investment.

The aggregate cost of purchases and proceeds from sales of investment securities (other than short-term investments) for the six months ended March 31, 2013 totaled $33,751,268 and $52,651,303, respectively.

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 from the counterparty, 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.

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 current 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. If taxable income and net long-term realized gains exceed the amount required to be distributed under the Policy, the Fund will at a minimum make distributions necessary to comply with the requirements of the Internal Revenue Code. Previously, for the period April 5, 2010 to November 1, 2010, the Fund had made quarterly distributions at a rate of 1.25% of the Fund's net assets. The Trustees suspended the Policy on August 4, 2009 and reinstated the Policy on April 5, 2010. Prior to August 4, 2009, the Fund made quarterly distributions at a rate of 2% of the Fund's net assets. The Policy has been established by the Board of Trustees and may be changed by them without shareholder approval. The Trustees regularly review the Policy and


23



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013

(continued)

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 quarterly distributions in stock. The distributions are automatically paid in newly-issued full shares of the Fund unless otherwise instructed by the shareholder. Fractional shares will generally be settled in cash, except for registered shareholders with book entry accounts of the Fund's transfer agent who will have whole and fractional shares added to their accounts. The Fund's transfer agent delivers an election card and instructions to each registered shareholder in connection with each distribution. 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. Additional distributions, if any, made to satisfy requirements of the Internal Revenue Code may be paid in stock, as described above, or in cash.

Share Repurchase Program

In March 2013, the Trustees approved the renewal of the repurchase program to allow the Fund to repurchase up to 12% of its outstanding shares in the open market for a one year period beginning July 11, 2013. Prior to this renewal, in March 2012, the Trustees approved the renewal of the repurchase program to allow the Fund to repurchase up to 12% of its outstanding shares for a one year period beginning July 11, 2012. The share repurchase program is 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.

During the six months ended March 31, 2013, the Fund did not repurchase any shares through the repurchase program.

During the year ended September 30, 2012, the Fund repurchased 975,059 shares at a total cost of $10,877,720. 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 9.85%.

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, 2013, 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 on the ex-dividend date. Such distributions are determined in conformity with income tax regulations, which may differ from GAAP. These differences include temporary and permanent differences from losses on wash sale transactions, installment sale adjustments and ordinary loss netting to reduce short term capital gains. Reclassifications are made to the Fund's capital accounts to reflect income and gains available for distribution under income tax regulations.


24



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013

(continued)

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 March 31, 2013.

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 net 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, 2013, these payments amounted to $23,149 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 Agreement as well as certain expenses paid for by the Adviser are allocated to the Fund in an equitable fashion as approved by the Trustees 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, 2013 were as follows:

Issuer

  Value on
September 30, 2012
 

Purchases

 

Sales

 

Income

  Value on
March 31, 2013
 

EBI Life Sciences, Inc.

 

$

11,303

               

$

11,303

   

Euthymics Biosciences, Inc.

       

2,606,189

   

$

269,244

   

$

2,002

     

1,099,991

   
IntelliPharmaCeutics
International, Inc.
   

2,505,018

     

     

         

1,438,567

   

Neurovance, Inc.

   

199,863

     

269,244

     

         

468,972

   

Palyon Medical Corporation

   

1,828,573

     

     

   

$

20,444

     

1,828,573

   

PHT Corporation

   

5,031,258

     

     

     

     

4,308,088

   

Veniti, Inc.

   

2,270,897

     

     

     

     

2,385,302

   
   

$

14,453,101

   

$

538,488

   

$

2,002

   

$

20,444

   

$

11,540,796

   


25



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013

(continued)

(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 9% of the Fund's net assets at March 31, 2013.

At March 31, 2013, the Fund had commitments of $864,748 relating to additional investments in two private companies.

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, 2013. The Fund on its own does not have the right to demand that such securities be registered.

Security (#)

  Acquisition
Date
 

Cost

  Carrying Value
per Unit
 

Value

 

A.P. Pharma, Inc. Warrants (expiration 7/01/16)

 

6/30/11

 

$

555

   

$

0.13

   

$

258,333

   

CardioKinetix, Inc.

 

Series C Cvt. Pfd.

 

5/22/08

   

1,653,070

     

14.07

     

1,116,101

   

Series D Cvt. Pfd.

 

12/10/10

   

545,480

     

3.81

     

542,780

   

Series E Cvt. Pfd.

 

9/14/11

   

1,252,194

     

2.85

     

1,250,784

   

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

   

Warrants (expiration 7/07/21)

 

7/07/11

   

48

     

0.00

     

0

   

Celladon Corporation

 

Series A-1 Cvt. Pfd.

 

1/27/12

   

1,497,955

     

0.45

     

1,492,656

   

Cercacor Laboratories, Inc. Common

 

3/31/98

   

0

     

0.49

     

63,801

   

Ceres, Inc. Warrants (expiration 9/05/15)

 

9/05/07

   

20

     

0.23

     

435

   

Dynex Technologies, Inc.

 

Series A Cvt. Pfd.

 

1/03/12††

   

199,963

     

0.18

     

388,996

   

Warrants (expiration 4/01/19)

 

1/03/12††

   

60

     

0.00

     

0

   

Warrants (expiration 5/06/19)

 

1/03/12††

   

5

     

0.00

     

0

   

EBI Life Sciences, Inc.

 

Series A Cvt. Pfd.

 

12/29/11††

   

13,597

     

0.00

   

11,303

   

Euthymics Biosciences, Inc.

 

Series A Cvt. Pfd.

 

7/14/10 - 5/21/12

   

2,635,558

     

0.38

     

1,099,991

   

IlluminOss Medical, Inc.

 

Series C-1 Cvt. Pfd.

 

9/26/12

   

775,398

     

0.38

     

775,000

   

InnovaCare Health, Inc. Common

 

12/21/12††

   

643,296

     

3.92

     

580,740

   

IntelliPharmaCeutics International, Inc.

 

Warrants (expiration 2/01/16)

 

1/31/11

   

115

     

0.45

     

143,910

   

Labcyte, Inc.

 

Series C Cvt. Pfd.

 

7/18/05

   

1,283,959

     

0.64

     

1,565,450

   

Series D Cvt. Pfd.

 

12/21/12

   

68,608

     

0.64

     

68,594

   

MacroGenics, Inc.

 

Series D Cvt. Pfd.

 

9/04/08

   

878,863

     

0.65

     

156,006

   

Magellan Diagnostics, Inc.

 

Series A Cvt. Pfd.

 

11/28/06 - 10/01/09

   

1,225,113

     

0.69

     

1,480,995

   

Warrants (expiration 4/01/19)

 

4/03/09

   

358

     

0.00

     

0

   

Warrants (expiration 5/06/19)

 

5/12/09

   

29

     

0.00

     

0

   

Neurovance, Inc.

 

Series A Cvt. Pfd.

 

12/29/11††

   

202,628

     

0.08

     

199,864

   

Series A-1 Cvt. Pfd.

 

10/11/12

   

269,244

     

0.08

     

269,108

   

OncoGenex Pharmaceuticals, Inc.

 

Warrants (expiration 10/22/15)

 

10/22/10

   

0

     

0.58

     

21,750

   

Palyon Medical Corporation

 

Series A Cvt. Pfd.

 

4/28/09

   

2,066,428

     

0.14

     

1,316,073

   

Warrants (expiration 4/26/19)

 

4/25/12

   

0

     

0.00

     

0

   

Cvt. Promissory Note

 

4/25/12

   

512,731

     

1.00

     

512,500

   

PHT Corporation

 

Series D Cvt. Pfd.

 

7/23/01

   

2,804,181

     

0.78

     

2,800,000

   

Series E Cvt. Pfd.

 

9/12/03 - 10/19/04

   

627,548

     

1.55

     

1,244,403

   

Series F Cvt. Pfd.

 

7/21/08

   

81,729

     

2.65

     

263,685

   

Songbird Hearing, Inc. Common

 

12/14/00

   

2,003,239

     

0.67

     

93

   


26



H&Q LIFE SCIENCES INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013

(continued)

Security (#)

  Acquisition
Date
 

Cost

  Carrying Value
per Unit
 

Value

 

Targegen Milestone Interest

 

7/20/10

 

$

2,960,669

   

$

3,765,272

   

$

3,765,272

   

TherOx, Inc.

 

Series H Cvt. Pfd.

 

9/11/00 - 8/21/07

   

2,001,787

     

0.01

     

435

   

Series I Cvt. Pfd.

 

7/08/05

   

386,639

     

0.01

     

997

   

Tibion Corporation

 

Series B Cvt. Pfd.

 

2/23/11

   

1,647,422

     

0.08

     

272,896

   

Warrants (expiration 7/12/17)

 

7/12/12

   

0

     

0.00

     

0

   

Warrants (expiration 10/30/17)

 

10/30/12

   

0

     

0.00

     

0

   

Warrants (expiration 11/28/17)

 

11/28/12

   

0

     

0.00

     

0

   

Cvt. Promissory Note

 

7/12/12

   

335,923

     

1.00

     

335,717

   

Veniti, Inc.

 

Series A Cvt. Pfd.

 

2/28/11

   

2,266,050

     

0.92

     

2,385,302

   

Xoft Milestone Interest

 

1/05/11

   

585,903

     

677,599

     

677,599

   

Zyomyx, Inc. Common

 

2/19/99 - 1/12/04

   

2,601,013

     

0.25

     

11

   
       

$

34,027,624

       

$

25,061,580

   

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

  †  Carrying value per unit is greater than $0.00 but less than $0.01.

  ††  Interest received as part of a corporate action for a previously owned sccurity.


27




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 21, 2013, 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 other indexes, 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 and administrative personnel.


28



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 performance information for the Fund for the current year to date and over the past one-, two-, three-, four-, five-, ten-, and twelve-year periods. Although the NBI's performance has generally exceeded the Fund's returns by net asset value, the Fund's return by net asset value and by stock price outperformed the NBI over the past twelve-year period, and the Fund's return by stock price has outperformed or been comparable to the NBI in recent periods. In addition, the fund's returns by NAV and by stock price exceeded the performance of the S&P 500 Index and the S&P 1500 Healthcare Index for the reported periods, and the Fund's performance compares well to a peer group of 30 healthcare funds for the reported periods. 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. 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.


29



H&Q LIFE SCIENCES INVESTORS

PRIVACY NOTICE

If you are a registered shareholder of the Fund, the Fund and Tekla 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 Tekla Capital Management LLC at 2 Liberty Square, 9th Floor, Boston, MA 02109; (iii) on the Fund's website at www.Teklacap.com; and (iv) on the SEC's website at http://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.Teklacap.com, or the SEC's website at http://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 F. 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.


30




H&Q LIFE SCIENCES INVESTORS

New York Stock Exchange Symbol: HQL
NAV Symbol: XHQLX

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

Officers

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

Trustees

Michael W. Bonney
Rakesh K. Jain, Ph.D.
Daniel R. Omstead, Ph.D.
Oleg M. Pohotsky
William S. Reardon, CPA
Uwe E. Reinhardt, Ph.D.
Lucinda H. Stebbins, CPA

Investment Adviser

Tekla Capital Management LLC

Administrator & Custodian

State Street Bank and Trust Company

Transfer Agent

Computershare, 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.Teklacap.com) or by calling

1-800-451-2597




 

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.

 

Period

 

(a) Total No.
of Shares
Purchased (1)

 

(b) Average
Price Paid per
Share

 

(c) Total No.
of Shares
Purchased as
Part of
Publicly
Announced Plans
or Programs

 

(d) Maximum No.
of Shares that
May Yet Be
Purchased Under
the Plans or
Programs

 

Month #1 (Oct. 1, 2012-Oct. 31, 2012)

 

 

 

 

 

 

 

 

 

Month #2 (Nov. 1, 2012 – Nov. 30, 2012)

 

 

 

 

 

 

 

 

 

Month #3 (Dec. 1, 2012 – Dec. 31, 2012)

 

 

 

 

 

 

 

 

 

Month #4 (Jan. 1, 2013 – Jan. 31, 2013)

 

 

 

 

 

 

 

 

 

Month #5 (Feb. 1, 2013 – Feb. 28, 2013)

 

 

 

 

 

 

 

 

 

Month #6 (Mar. 1, 2013 – Mar. 31, 2013)

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 


(1)  On June 30, 2011, the share repurchase program was announced, allowing the Registrant to repurchase up to 12% of its outstanding shares for a one year period beginning July 11, 2011.  On March 23, 2012, the share repurchase program was renewed, allowing the Registrant to repurchase up to 12% of its outstanding shares for a one year period beginning July 11, 2012. On March 21, 2013, the Trustees approved the renewal of the repurchase program to allow the Registrant to repurchase up to 12% of its outstanding shares in the open market for a one year period beginning July 11, 2013.

 

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:

6/4/13

 

 

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:

6/4/13

 

 


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