SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
H&Q Healthcare Investors/H&Q Life Sciences Investors
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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H&Q HEALTHCARE INVESTORS
H&Q LIFE SCIENCES INVESTORS
50 Rowes Wharf, Fourth Floor
Boston, Massachusetts 02110-3328
(617) 574-0567
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
H&Q HEALTHCARE INVESTORS and H&Q LIFE SCIENCES INVESTORS:
An Annual Meeting of Shareholders of H&Q Healthcare Investors and of H&Q
Life Sciences Investors (each a "Fund") will be held on Thursday, May 22, 1997,
at 9:00 A.M. at the Boston Harbor Hotel, 40 Rowes Wharf, Boston, Massachusetts
02110, for the following purposes:
(1) Election of Trustees of the Fund;
(2) Ratification or rejection of the selection of Arthur Andersen LLP as
Independent Public Accountants of the Fund for the fiscal year ending September
30, 1997; and
(3) Transaction of such other business as may properly come before the
Annual Meeting and any adjournment or adjournments thereof.
Although the Annual Meetings are held together for convenience in order to
hear common presentations, each Fund's shareholders take action independently of
the other. Shareholders of record at the close of business on April 15, 1997
will be entitled to vote at the Annual Meeting or at any adjournment or
adjournments thereof.
By Order of the Board of Trustees,
/s/ Kerri A. Bisner
Kerri A. Bisner,
Secretary
April 16, 1997
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Please complete, date and sign the Proxy for the shares held by you and return
the Proxy in the envelope provided so that your vote can be recorded. No postage
is required if the envelope is mailed in the United States. It is important that
you return your signed Proxy promptly, regardless of the size of your holdings,
so that a quorum may be assured.
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H&Q HEALTHCARE INVESTORS
H&Q LIFE SCIENCES INVESTORS
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees of H&Q Healthcare Investors ("HQH") and H&Q Life Sciences
Investors ("HQL") (each a "Fund") of proxies to be voted at an Annual Meeting of
Shareholders ("Annual Meeting") of the Fund to be held on May 22, 1997, and any
adjournment or adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting, dated April 16, 1997. Unless otherwise
indicated, all information applies to each Fund. This Proxy Statement is being
first mailed to shareholders on or about April 16, 1997.
The Fund's Annual Report with respect to the fiscal year ended September
30, 1996 was mailed to shareholders on or about November 30, 1996. The Fund will
furnish, without charge, a copy of the Annual Report to a shareholder upon
request. Requests may be sent to 50 Rowes Wharf, Fourth Floor, Boston, MA
02110-3328 or be made by calling (800) 327-6679.
Proposal 1
ELECTION OF TRUSTEES
The Fund's Declaration of Trust provides that the Board of Trustees shall
be divided into three classes. The term of office of the Class B Trustees
expires on the date of the 1997 Annual Meeting, and the term of office of the
Class C and Class A Trustees will expire one and two years thereafter,
respectively. Trustees chosen to succeed the Trustees whose terms are expiring
will be elected for a three-year term. An effect of staggered terms is to limit
the ability of entities or persons to acquire control of the Fund.
The Fund's Declaration of Trust provides that a majority of the Trustees
shall fix the number of the entire Board and that such number shall be at least
three and no greater than fifteen. The Board has fixed the number of Trustees at
seven. Proxies will be voted for the election of the following two nominees for
HQH and two nominees for HQL. Each nominee is presently serving as a Trustee and
has consented to continue to so serve. In the event that a nominee is unable to
serve for any reason (which is not now expected) when the election occurs, the
accompanying Proxy will be voted for such other person or persons as the Board
of Trustees may recommend.
The nominees to serve until the 1997 Annual Meeting are Lawrence S. Lewin
and Uwe E. Reinhardt, Ph.D. for HQH and Alan G. Carr and Henri A. Termeer for
HQL. The Trustees serving until the 1998 Annual Meeting are William R.
Hambrecht, Robert P. Mack, M.D. and Eric Oddleifson for HQH and Lawrence S.
Lewin and Uwe E. Reinhardt, Ph.D. for HQL. The Trustees serving until the 1999
Annual Meeting are Alan G. Carr and Henri A. Termeer for HQH and William R.
Hambrecht, Robert P. Mack, M.D. and Eric Oddleifson for HQL.
The nominees and Trustees and their principal occupations for at least the
last five years are as follows:
<TABLE>
<CAPTION>
Name (Age), Business Experience and Directorships, Beneficially Owned,
Term of Trusteeship, Other Positions with the Fund as of April 1, 1997
as of April 1, 1997 HQH HQL
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<S> <C> <C>
Alan G. Carr* (63), 23,107(1) 12,423
President (since 1992), Director (since 1986), and Senior Vice
President (from 1986-1992) of the Adviser; Managing
Director (since 1992) of H&Q Group; and President and
Trustee (since 1986) of HQH and (since 1992) of HQL.
</TABLE>
(1) Mr. Carr's shares include 398 shares held by a member of his family as to
which he disclaims any beneficial interest.
3
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<TABLE>
<CAPTION>
Name (Age), Business Experience and Directorships, Beneficially Owned,
Term of Trusteeship, Other Positions with the Fund as of April 1, 1997
as of April 1, 1997 HQH HQL
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<S> <C> <C>
William R. Hambrecht* (61), -0- 23,861
Chairman (since 1993), President (from 1985-1993) and
Co-Chief Executive Officer (from 1987-1994) of H&Q Group;
Director (since 1982) of Adobe Systems Inc.; and Trustee
(since 1994) of HQH and (since 1994) of HQL. Beneficial
owner of approximately 12.4% of the voting securities of
H&Q Group.
Lawrence S. Lewin** (59), 1,335 2,238
Chairman and Chief Executive Officer (since 1970) of The
Lewin Group (healthcare public policy and management
consulting), a subsidiary of Quintiles Transnational Corp.;
Director (since 1989) of Apache Medical Systems; and
Trustee (since 1987) of HQH and (since 1992) of HQL.
Robert P. Mack, M.D. (61), 1,780 -0-
Orthopedic Surgeon (since 1977) at the Steadman-Hawkins
Orthopedic Clinic; and Trustee (since 1991) of HQH and
(since 1992) of HQL.
Eric Oddleifson** (62), 1,780 1,119
Managing Director (since 1995) of UBS Asset Management;
formerly President, Director and Chief Investment Officer
(from 1984-1995) of Resource Investments, Inc. (forest
properties investment); and Trustee (since 1992) of HQH and
(since 1992) of HQL.
Uwe E. Reinhardt, Ph.D. (59), 626 559
Professor of Economics (since 1968) at Princeton University;
and Trustee (since 1988) of HQH and (since 1992) of HQL.
Henri A. Termeer** (51), -0- -0-
Chairman (since 1988), Chief Executive Officer (since 1985),
and President (since 1983) of Genzyme Corporation (human
healthcare products); Director (since 1987) of ABIOMED,
Inc.; Director (since 1992) of AutoImmune, Inc.; Director
(since 1993) of Genzyme Transgenics; Director (since 1994) of
Geltex Pharmaceutical, Inc.; and Trustee (since 1989) of HQH
and (since 1992) of HQL.
All Trustees of the Fund as a Group ........................ 28,628 40,200
</TABLE>
* Trustee considered to be an "interested person" within the meaning of the
Investment Company Act of 1940 (the "1940 Act") through position or
affiliation with Hambrecht & Quist Capital Management Incorporated (the
"Adviser") or its parent, Hambrecht & Quist Group ("H&Q Group").
** Member of the Fund's Audit Committee.
4
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During the fiscal year ended September 30, 1996, four meetings of the Board
of Trustees were held. Each Trustee of the Fund listed above who was a Trustee
during such fiscal year attended at least 75% of such meetings held while he was
a Trustee (and the meeting of the Audit Committee if he was a member).
The Fund pays each of its Trustees, other than those who are interested
persons of the Fund or the Adviser as defined in the 1940 Act ("Disinterested
Trustees"), an annual fee of $6,000 plus $900 for each meeting attended.
Disinterested Trustees are also reimbursed for travel expenses incurred in
connection with attending such meetings. For the fiscal year ended September 30,
1996, the Disinterested Trustees received $56,663 from HQH and $20,206 from HQL
for fees and reimbursed expenses. No other direct compensation has been paid by
the Fund to the Trustees and officers as a group. Trustees and officers of the
Fund who hold positions with the Adviser receive indirect compensation from the
Fund in the form of the investment advisory fee paid to the Adviser.
Compensation Table
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For the fiscal year ended September 30, 1996
<TABLE>
<CAPTION>
Aggregate Accrued Pension Total
Disinterested Compensation or Retirement Compensation
Trustee from each Fund Benefits from Fund Complex
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<S> <C> <C> <C>
Lawrence S. Lewin $9,600 None $19,200
Robert P. Mack, M.D. $9,600 None $19,200
Eric Oddleifson $9,600 None $19,200
Uwe E. Reinhardt $9,600 None $19,200
Henri A. Termeer $9,600 None $19,200
</TABLE>
The Fund has an Audit Committee comprised of Messrs. Lewin, Oddleifson and
Termeer, all Disinterested Trustees. The Audit Committee is responsible for
reviewing with the Fund's auditors matters related to the Fund's accounting
affairs and reviewing the maintenance of the Fund's records and custodian
operations. The Audit Committee held one meeting during the fiscal year ended
September 30, 1996. The Fund does not have a nominating committee or
compensation committee.
Required Vote
The Fund's Declaration of Trust states that the Trustees shall be elected
by the affirmative vote of a majority of the Fund's shares voting at the Annual
Meeting.
Executive Officers
The following table sets forth information (Name (Age), Positions with the
Fund, Business Experience) for at least the last five years with respect to the
executive officers of the Fund not named above. Each officer has been elected by
the Board of Trustees and serves at the pleasure of the Trustees.
<TABLE>
<S> <C>
Kimberley L. Carroll (41), Treasurer and Chief Financial Officer (since 1987) of HQH and
(since 1992) of HQL, Assistant Secretary (from 1987-1992) of
HQH; and Vice President (since 1991) and Assistant Vice
President (from 1987-1991) of the Adviser.
Kerri A. Bisner (34), Secretary (since 1992) of HQH and (since 1992) of HQL; and
Vice President (since 1994), Assistant Vice President (from
1991-1994) and Research Associate (from 1989-1991) of the
Adviser.
</TABLE>
5
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Proposal 2
RATIFICATION OR REJECTION OF SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANTS
Pursuant to the 1940 Act, at a meeting called for such purpose on November
13, 1995, a majority of the entire Board of Trustees of the Fund, including a
majority of the Disinterested Trustees, selected Arthur Andersen LLP as
Independent Public Accountants for the Fund for the fiscal year ending September
30, 1997. The Fund has been advised that neither Arthur Andersen nor any of its
partners has any direct or material indirect financial interest in the Fund, nor
has had any connection during the past three years with the Fund in the capacity
of promoter, underwriter, voting trustee, director, officer or employee.
Accounting services to be performed by Arthur Andersen for the Fund will
consist of the examination of the annual financial statements of the Fund,
consultation on financial, accounting and reporting matters, review and
consultation regarding various filings with the Securities and Exchange
Commission and attendance at some meetings of the Board of Trustees. Arthur
Andersen also will perform non-audit services consisting of review and/or
preparation of income tax returns of the Fund.
Representatives of Arthur Andersen will be present and available for
questioning at the Annual Meeting and will have an opportunity to make a
statement.
Required Vote
The selection of Arthur Andersen is submitted to the shareholders for
ratification and requires the affirmative vote of a majority of the Fund's
shares voting at the Annual Meeting.
INFORMATION PERTAINING TO INVESTMENT ADVISER
Hambrecht & Quist Capital Management Incorporated, a California
corporation, is the investment adviser for the Fund. Under the Investment
Advisory Agreement with HQH dated April 21, 1987 and with HQL dated April 30,
1992, the Adviser is responsible for the management of the Fund's assets,
subject to the supervision of the Board of Trustees. The Adviser manages the
investments of the Fund in accordance with its investment objective and
policies. The Adviser also is obligated to supervise and perform certain
administrative and management services and is obligated to provide the office
space, facilities, equipment and personnel necessary to perform its duties. The
Fund pays no salaries. The salaries of all officers of the Fund and all
personnel of the Fund or of the Adviser performing services relating to
research, statistical or investment activities, and of all Trustees who are
interested persons of the Fund or of the Adviser, are paid by the Adviser or an
affiliate thereof.
Alan G. Carr serves as President and Sole Director of the Adviser. The
Adviser's address is 50 Rowes Wharf, Fourth Floor, Boston, MA 02110-3328. The
Adviser is indirectly wholly-owned by Hambrecht & Quist Group, a California
corporation, at the address of One Bush Street, San Francisco, California 94104.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Trustees is not aware
that any matters are to be presented for action at the Annual Meeting other than
those described above. Should other business properly be brought before the
Annual Meeting, it is intended that the accompanying Proxy will be voted thereon
in accordance with the judgment of the persons named as proxies.
PROXIES AND VOTING AT THE MEETING
Shareholders who execute proxies may revoke them at any time before they
are voted by written notice to the Secretary of the Fund or by casting a vote at
the meeting. All valid proxies received prior to the meeting, or any adjournment
or adjournments thereof, will be voted at the meeting and any adjournments
thereof. The representation in person or by proxy of a majority of the
outstanding shares
6
<PAGE>
of the Fund is necessary to constitute a quorum for transacting business at the
Annual Meeting. For purposes of determining the presence of a quorum,
abstentions and broker "non-votes" will be treated as shares that are present.
Broker non-votes are proxies received by the Fund from brokers or nominees when
the broker or nominee has neither received instructions from the beneficial
owner or other persons entitled to vote nor has discretionary power to vote on a
particular matter. Matters on which a choice has been provided will be voted as
indicated on the proxy card, and, if no instruction is given, the persons named
as proxies will vote the shares represented thereby in favor of the matters set
forth in Proposal 1 and Proposal 2 of the Notice of Annual Meeting, and will use
their best judgment in connection with the transaction of such other business as
may properly come before the Annual Meeting or any adjournment or adjournments
thereof. Abstentions and broker non-votes will not be counted in favor of, but
will have no other effect on, the votes for Proposals 1 and 2 that require the
approval of a majority of shares voting at the Annual Meeting.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of Annual Meeting are not received by May 22, 1997, the persons named
as proxies in the enclosed proxy card may propose one or more adjournments of
the meeting to permit further solicitation. Any such adjournment will require
the affirmative vote of the holders of a majority of the shares present in
person or by proxy at the session of the meeting to be adjourned. The persons
named as proxies in the enclosed proxy card will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
proposal for which further solicitation of proxies is to be made. They will vote
against any such adjournment those proxies required to be voted against such
proposal. The costs of any such additional solicitation and of any adjourned
session will be borne by the Fund.
As of April 15, 1997, there were issued and outstanding 8,990,179 shares of
beneficial interest of HQH and 7,011,362 shares of beneficial interest of HQL.
Shareholders will be entitled to one vote for each share held. Only holders of
record of shares at the close of business on April 15, 1997, the record date,
will be entitled to vote at the Annual Meeting. As of April 1, 1997, the
Trustees and officers of the Fund beneficially owned less than 1% of the
outstanding voting securities of the Fund. As of April 1, 1997, HQH and HQL were
aware of one investment advisor group that beneficially owned more than 5% of
the outstanding voting securities of HQH and of HQL: Yale University, Investment
Office, 230 Prospect Street, New Haven, CT 06511-2107. Yale University
beneficially owned 14.3% of the outstanding shares of beneficial interest of HQH
and 7.4% of the outstanding shares of HQL.
PROPOSALS FOR 1998 ANNUAL MEETING
Shareholder proposals for the Fund's 1998 Annual Meeting must be received
at the Fund's executive offices at 50 Rowes Wharf, Fourth Floor, Boston,
Massachusetts 02110-3328 no later than October 1, 1997 for inclusion in the 1998
Proxy Statement and form of proxy. Submission of such proposals does not insure
that they will be included in the 1998 Proxy Statement or submitted for a vote
at the 1998 Annual Meeting.
GENERAL
The Fund will pay the cost of preparing, assembling and mailing the
material in connection with solicitation of proxies, and will reimburse brokers,
nominees and similar record holders for their reasonable expenses incurred in
connection with forwarding proxy material to beneficial holders. In addition to
the solicitation by use of the mails, certain officers and employees of the Fund
and certain employees of the Adviser, who will receive no compensation for their
services other than their regular salaries, may solicit the return of proxies
personally or by telephone or facsimile.
H&Q HEALTHCARE INVESTORS
H&Q LIFE SCIENCES INVESTORS
April 16, 1997
7
<PAGE>
H&Q HEALTHCARE INVESTORS
Proxy for Annual Meeting of Shareholders to be held May 22, 1997
This Proxy is Being Solicited on Behalf of the Board of Trustees
The undersigned hereby appoints Alan G. Carr, Eric Oddleifson and Kimberley L.
Carroll, and each of them, proxies of the undersigned, with full power of
substitution, to vote at the Annual Meeting of Shareholders of H&Q HEALTHCARE
INVESTORS (the "Fund") to be held on May 22, 1997 at 9:00 a.m. at the Boston
Harbor Hotel, 40 Rowes Wharf, Boston, Massachusetts 02110, and at any
adjournment or adjournments thereof, all the shares of the Fund outstanding in
the name of the undersigned as follows on the reverse side of this card.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR TRUSTEE, FOR ADOPTION OF
PROPOSAL 2 AND WITH RESPECT TO ITEM 3, AS SAID PROXIES, AND EACH OF THEM, MAY
DETERMINE.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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<PAGE>
[X} PLEASE MARK VOTES
AS IN THIS EXAMPLE
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H&Q HEALTHCARE INVESTORS
- -------------------------
Please be sure to sign and date
this Proxy.
- ---------------------------------- ------------------------------------
Date
- ---------------------------------- -----------------------------------
Shareholder sign here Co-owner sign here
1. On the election of two Trustees:
Lawrence S. Lewin For Withhold For all Except
Uwe E. Reinhardt, Ph.D. [ ] [ ] [ ]
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through the nominee's name in the list above.
(The Board of Trustees recommends a vote FOR all nominees);
2. Ratification of the selection of Arthur Andersen LLP as Independent Public
Accountants of the Fund for the fiscal year ending September 30, 1997 (The Board
of Trustees recommends a vote FOR); and
For Against Abstain
[ ] [ ] [ ]
3. In their discretion, on all other business that may properly come before the
Annual Meeting and any adjournment or adjournments thereof.
Mark box at right if an address change or comment has been noted on the reverse
side of this card.
[ ]
RECORD DATE SHARES:
<PAGE>
H&Q LIFE SCIENCES INVESTORS
Proxy for Annual Meeting of Shareholders to be held May 22, 1997
This Proxy is Being Solicited on Behalf of the Board of Trustees
The undersigned hereby appoints Alan G. Carr, Eric Oddleifson and Kimberley L.
Carroll, and each of them, proxies of the undersigned, with full power of
substitution, to vote at the Annual Meeting of Shareholders of H&Q LIFE SCIENCES
INVESTORS (the "Fund") to be held on May 22, 1997 at 9:00 a.m. at the Boston
Harbor Hotel, 40 Rowes Wharf, Boston, Massachusetts 02110, and at any
adjournment or adjournments thereof, all the shares of the Fund outstanding in
the name of the undersigned as follows on the reverse side of this card.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR TRUSTEE, FOR ADOPTION OF
PROPOSAL 2 AND WITH RESPECT TO ITEM 3, AS SAID PROXIES, AND EACH OF THEM, MAY
DETERMINE.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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<PAGE>
[X} PLEASE MARK VOTES
AS IN THIS EXAMPLE
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H&Q LIFE SCIENCES INVESTORS
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Please be sure to sign and date
this Proxy.
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Date
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Shareholder sign here Co-owner sign here
1. On the election of two Trustees:
Alan G. Carr For Withhold For all Except
Henri A. Termeer [ ] [ ] [ ]
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through the nominee's name in the list above.
(The Board of Trustees recommends a vote FOR all nominees);
2. Ratification of the selection of Arthur Andersen LLP as Independent Public
Accountants of the Fund for the fiscal year ending September 30, 1997 (The Board
of Trustees recommends a vote FOR); and
For Against Abstain
[ ] [ ] [ ]
3. In their discretion, on all other business that may properly come before the
Annual Meeting and any adjournment or adjournments thereof.
Mark box at right if an address change or comment has been noted on the reverse
side of this card.
[ ]
RECORD DATE SHARES:
