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

811-04889

 

H&Q Healthcare 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, 2013 to March 31, 2014

 

 



 

ITEM 1. REPORTS TO STOCKHOLDERS.

 

See Semiannual Report as of March 31, 2014.

 



H&Q HEALTHCARE INVESTORS

Semiannual Report

March 31, 2014

(Unaudited)




To our Shareholders:

On March 31, 2014, the net asset value (NAV) per share of the Fund was $27.22. During the six month period ended March 31, 2014, total return at NAV of the Fund was 13.54%, with distributions reinvested. The total investment return at market with distributions reinvested was 17.90% during the same period. Thus, the Fund NAV and market return exceeded the NASDAQ Biotech Index (NBI) return for the six month period. In addition, the Fund's NAV market performance exceeded the broad S&P 500 Index during the six month period ending March 31, 2014. Comparisons to the relevant indices are listed below.

Investment Returns   Six Months
Ended 3/31/14
 

At Market

   

17.90

%

 

At Net Asset Value

   

13.54

%

 

NASDAQ Biotech Index

   

12.90

%

 

S&P 500 Index

   

12.50

%

 

Investment Highlights

Our current (early to mid May 2014) view of the healthcare market in general and biotechnology in particular hasn't changed much from that expressed in our November 2013 annual report to shareholders. That is, we are optimistic about the future of the sector in general. It seems clear to us that the biotechnology sector is maturing. In our view, the quality and breadth of NBI companies has advanced materially in both importance and value of products produced compared to 10 years ago when the biotechnology sector was better characterized merely as providing the promise of delivering a wide range of products with associated sales and earnings.

At the end of 2013, for example, 6 of the top 10 drugs (by worldwide sales) were of biotechnology origin. Aggregate 2013 sales of these products were in excess of $48B. Moreover, we estimate that aggregate 2013 sales for the biotechnology sector exceeded $80B. This suggests that the biotech sector has really come of age. More broadly, we estimate that approximately 75% companies in the NBI index had 2013 revenues of $10M or more. Furthermore, approximately 24% of these companies were profitable. This is a dramatic change from ten years ago when the majority of NBI companies could reasonably be characterized as "story" stocks whose

1



valuation depended, in large part, on the promise of future sales and earnings.

We and others see significant future growth in sales and earnings in the biotech sector. For example, based on their estimates of peak sales potential for identifiable products being launched or in late stage clinical trials, one large investment bank sees potential peak sales of more than $80B. If these peak sales were to occur, biotech sector sales could more than double in the coming years.

Moreover, based on these kinds of estimates, the consensus of sell side analysts is that earnings growth in the biotech sector will exceed that of nearly all other sectors of the economy. For us, this adds up to a solid future for our sector.

Having said all this, we recognized in our recent annual report letter that valuations in the sector, while still below historic highs, were getting a little high. We noted the possibility that a correction might occur. This prediction came to pass, sort of. Subsequent to that letter, the NBI continued to advance. By late February 2014, the NBI had advanced by approximately 20% to approximately 2850, where it reached a local high. A subsequent pull back of approximately 20% did occur to a level in the range of 2300 leaving the index at approximately the same level it had been at when we last wrote to you. One can never predict what will happen next, but after recovering a significant fraction of the pullback, we are cautiously optimistic that we have, in the first half of May 2014, reached a stable level from which, based on the fundamentals described above, one can project a reasonable likelihood of continued advance over the intermediate term.

In support of our view, we note that several favorable trends continue. For example, we note that the FDA continues to approve new and differentiated products that appear to meaningfully benefit patients. In addition, merger and acquisition (M&A) activity continues. We also note that the Affordable Care Act (i.e., ACA), appears to have increased the number of insured individuals by at least four million compared to those that had some form of insurance previously. Such an increase in covered lives should increase the unit growth of drug sales. In addition, the political wrangling over the relative value of the ACA had previously been thought of as a potential headwind for our sector. At worst, this headwind has been meaningfully reduced.

While we are generally optimistic about the near term, there have been, as always, balancing negatives. At the moment, we see general market and political concerns about drug pricing as having the potential to negatively influence sector sentiment. We note that recent uproar over the pricing of Sovaldi, a drug produced by Gilead Sciences, Inc. which cures Hepatitis C, is a potential catalyst for a broad discussion of drug pricing and provides an


2



opportunity for those who feel that drugs are overpriced to express those views. While we think that there are some drugs priced at levels that one can question, we don't think Sovaldi is a good example. However, given the nominal $84K price for a twelve week course of therapy and the unprecedented commercial success of the drug in its early launch (it is on track to be the most successful drug ever), Sovaldi has caused concern, not so much about its value to individual patients suffering from Hepatitis C, but rather about the drug's overall economic impact on the healthcare system. At the moment, we don't think the Sovaldi launch will be impaired by a macro drug pricing discussion, but we do think that its success may catalyze a broader discussion of drug pricing. (Note that Gilead, the Company that sells Sovaldi is the Fund's largest position.) Generally we would welcome a broad discussion of drug pricing as we believe it would demonstrate a positive cost/benefit for most drugs. But there is always a possibility that such a discussion will become politicized. This could negatively affect sector sentiment, a situation we would not welcome.

With regard to FDA approvals and M&A activity, two trends that are favorable to healthcare, we note there has been good progress. The FDA approved 26 new drug products in 2013, a solid number. As noted above, M&A has been quite favorable. Since the beginning of the Fund's fiscal year on October 1, 2013, through March 30, 2014, at least 33 deals of significant size (> $100M) totaling approximately $24B have occurred. We expect this trend to continue. We note that at least one mega deal involving two of the world's largest pharmaceutical companies, Pfizer, Inc. and AstraZeneca, has been proposed. Independent of whether that transaction is ultimately completed, it is evidence for a general interest in business combination in the healthcare space. It is our view that high levels of M&A have benefitted sector sentiment. We would also note that while we have seen some softening most lately, there has been a continued interest in biotech IPOs (including the recent public offerings of Celladon Corporation and MacroGenics, Inc., Fund venture holdings at the time of their respective IPOs) also bodes well for sentiment in the sector.

Portfolio Highlights

In general, we saw a significant number of positive clinical and regulatory events for products developed by the Fund's public holdings during the six month period ending March 31, 2014. For example, the FDA approved Gilead's Sovaldi in Hepatitis C, Celgene Corporation's Otezla for psoriatic arthritis, Biomarin Pharmaceutical Inc.'s VIMIZIM in Marqui A syndrome, and Pharmacyclics, Inc.'s IMBRUVICA for chronic lymphocytic leukemia. We also saw, among other events, positive clinical data for Biogen Idec, Inc.'s ISIS-SMNRX in spinal muscular atrophy, Medivation, Inc.'s XTANDI in pre-chemotherapy prostate cancer, positive clinical data for Gilead's PI3K drug,


3



idelalisib, in both indolent non-Hodgkin's lymphoma and chronic lymphocytic leukemia, Amgen, Inc. and Regeneron Pharmaceuticals, Inc.'s antibodies targeting PSCK9 for cholesterol metabolism and Puma Biotechnology, Inc.'s Neratinib in breast cancer.

In addition to events noted above, we also note the acquisition of Celesio AG by McKesson Corporation and the agreement for a merger between Forest Laboratories and Actavis. More recently, we highlight the proposed acquisition of Allergan, Inc. by Valeant Pharmaceuticals International, Inc.

While it is our judgment that in recent months positive events outweighed negative ones, there were, as always, balancing events that were not favorable. Probably the most impactful was the identification of cardiovascular and other side effects associated with the use of ARIAD Pharmaceuticals, Inc.'s Iclusig drug in hematologic cancers. These side effects have significantly reduced potential commercial use of this drug. In addition, FDA concerns about Amarin Corporation's VASCEPA for use in control of abnormally high triglyceride levels have delayed and will possibly preclude the label expansion and ultimate commercial success of the product.

Proposed Rights Offering

On March 11, 2014, the Fund authorized a Rights Offering to increase assets in the Fund. This offering is consistent with our general view of the prospects for our sector and will enable the Fund to accomplish several things. First and foremost, it will allow us to take greater advantage of current progress in the healthcare sector by allowing greater investments in novel biotechnology products, specialty and generic pharmaceuticals companies, medical devices, healthcare information services, and other innovative medical technology companies. As described above, we think the sector is poised for continued price appreciation due to many of the things we have written to you about in the past such as (i) demographic trends, (ii) recent developments in the pharmaceutical, biotechnology and medical technology industries relating to products that have or will extend or improve the quality of patients' lives, and (iii) the recent passage of the Patient Protection and Affordable Care Act, which may result in volume and utilization increases. For more information about the Rights Offering in the Fund, we refer you to our SEC filings.

Investment Changes

During the six month period ended March 31, 2014, within the public portfolio, the Fund established positions in several companies including Catamaran Corporation, Centene Corporation, Molina Healthcare, Inc., PerkinElmer, Inc., InterMune, Inc., Spectrum Pharmaceuticals, Inc., and Thermo Fisher Scientific, Inc. During the same six month period, the Fund


4



exited its position in several companies including Hologic, Inc., ARIAD, Onyx Pharmaceuticals, Inc., Warner Chilcott plc., Merck & Co., Baxter International Inc, Medivation, Avanir Pharmaceuticals, Inc., CVS Caremark Corporation, Keryx Biopharmaceuticals Inc. and iCAD, Inc.

During the same six month period, within the venture portfolio, the Fund made follow-on investments in Neurovance, Inc., Palyon Medical Corporation and Celladon. During this period, MacroGenics and Celladon went public.

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

Daniel R. Omstead, PhD
President


5



H&Q HEALTHCARE INVESTORS

LARGEST HOLDINGS BY ISSUER
(Excludes Short-Term Investments)

As of March 31, 2014
(Unaudited)

Issuer - Sector  

% of Net Assets

 
Gilead Sciences, Inc.
Biotechnologies/Biopharmaceuticals
   

9.6

%

 
Celgene Corporation
Biotechnologies/Biopharmaceuticals
   

5.9

%

 
Regeneron Pharmaceuticals, Inc.
Biotechnologies/Biopharmaceuticals
   

5.6

%

 
Amgen, Inc.
Biotechnologies/Biopharmaceuticals
   

5.0

%

 
Biogen Idec, Inc.
Biotechnologies/Biopharmaceuticals
   

4.8

%

 
Alexion Pharmaceuticals, Inc.
Biotechnologies/Biopharmaceuticals
   

4.6

%

 
Actavis plc
Generic Pharmaceuticals
   

4.2

%

 
Allergan, Inc.
Biotechnologies/Biopharmaceuticals
   

3.5

%

 
Mylan, Inc.
Generic Pharmaceuticals
   

3.2

%

 
Vertex Pharmaceuticals Inc.
Biotechnologies/Biopharmaceuticals
   

3.2

%

 

SECTOR DIVERSIFICATION (% of Net Assets)

As of March 31, 2014


6




H&Q HEALTHCARE INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(Unaudited)

    CONVERTIBLE AND NON-CONVERTIBLE
SECURITIES AND WARRANTS - 5.1% of Net Assets
 

SHARES

  Convertible Preferred and Warrants
(Restricted) (a) (b) - 4.3%
 

VALUE

 
   

Biotechnologies/Biopharmaceuticals - 0.4%

 
 

3,696,765

   

EBI Life Sciences, Inc. Series A (c)

 

$

18,854

   
 

4,118,954

   

Euthymics Biosciences, Inc. Series A (c)

   

1,582,914

   
 

3,696,765

   

Neurovance, Inc. Series A (c)

   

287,608

   
 

17,421,421

   

Neurovance, Inc. Series A-1 (c)

   

1,355,387

   
     

3,244,763

   
   

Healthcare Services - 0.9%

 
 

5,384,615

   

PHT Corporation Series D (c)

   

4,200,000

   
 

1,204,495

   

PHT Corporation Series E (c)

   

2,023,551

   
 

149,183

   

PHT Corporation Series F (c)

   

410,253

   
     

6,633,804

   
   

Medical Devices and Diagnostics - 3.1%

 
 

3,364,723

   

AlterG, Inc. Series C

   

1,379,536

   
 

114,158

   

CardioKinetix, Inc. Series C (c)

   

1,606,089

   
 

205,167

   

CardioKinetix, Inc. Series D (c)

   

781,071

   
 

632,211

   

CardioKinetix, Inc. Series E (c)

   

1,799,905

   
 

N/A (d)

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

0

   
 

N/A (d)

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

0

   
 

3,109,861

   

Dynex Technologies, Inc. Series A (c)

   

923,629

   
 

142,210

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

0

   
 

11,335

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

0

   
 

4,499,218

   

IlluminOss Medical, Inc. Series C-1 (c)

   

1,725,000

   
 

8,150,248

   

Insightra Medical, Inc. Series C (c)

   

3,450,000

   
 

3,669,024

   

Labcyte, Inc. Series C

   

2,615,647

   
 

160,767

   

Labcyte, Inc. Series D

   

133,372

   
 

3,109,861

   

Magellan Diagnostics, Inc. Series A (c)

   

2,131,188

   
 

142,210

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

0

   
 

11,335

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

0

   
 

13,823,805

   

Palyon Medical Corporation Series A (c)

   

13,824

   
 

27,100,879

   

Palyon Medical Corporation Series B (c)

   

1,880,801

   
 

N/A (d)

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

0

   
 

65,217

   

TherOx, Inc. Series H

   

652

   

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



H&Q HEALTHCARE INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(Unaudited)

(continued)

SHARES

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

VALUE

 
 

149,469

   

TherOx, Inc. Series I

 

$

1,495

   
 

4,720,000

   

Tibion Corporation Series B

   

12,508

   
 

N/A (d)

    Tibion Corporation warrants
(expiration 07/12/17)
   

0

   
 

N/A (d)

    Tibion Corporation warrants
(expiration 10/30/17)
   

0

   
 

N/A (d)

    Tibion Corporation warrants
(expiration 11/28/17)
   

0

   
 

3,750,143

   

Veniti, Inc. Series A (c)

   

3,432,506

   
 

1,881,048

   

Veniti, Inc. Series B (c)

   

1,721,723

   
     

23,608,946

   
        TOTAL CONVERTIBLE PREFERRED
AND WARRANTS
   

33,487,513

   
PRINCIPAL
AMOUNT
 

Convertible Notes - 0.8%

     
   

Biotechnologies/Biopharmaceuticals - 0.3%

 

$

1,800,000

   

InterMune, Inc., 2.50% due 9/15/18

   

2,314,125

   
   

Pharmaceuticals - 0.5%

 
 

3,500,000

    Spectrum Pharmaceuticals, Inc.,
2.75% due 12/15/18 (g)
   

3,473,750

   
       

TOTAL CONVERTIBLE NOTES

   

5,787,875

   
        Non-Convertible Notes
(Restricted) (a) (b) - 0.0%
     
   

Medical Devices and Diagnostics - 0.0%

 
 

342,899

    Tibion Corporation Non-Cvt.
Promissory Note, 0.00%, due 12/31/18
   

342,899

   
 

40,596

    Tibion Corporation Non-Cvt.
Promissory Note, 0.00%, due 12/31/18
   

40,596

   
       

TOTAL NON-CONVERTIBLE NOTES

   

383,495

   
        TOTAL CONVERTIBLE AND NON-CONVERTIBLE
SECURITIES AND WARRANTS
(Cost $47,092,399)
   

39,658,883

   

SHARES

 

COMMON STOCKS AND WARRANTS - 89.8%

     
   

Biotechnologies/Biopharmaceuticals - 54.0%

 
 

78,335

   

Acorda Therapeutics, Inc. (b)

   

2,969,680

   
 

234,654

   

Alexion Pharmaceuticals, Inc. (b)

   

35,697,913

   
 

135,947

   

Alkermes plc (b)

   

5,993,903

   

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



H&Q HEALTHCARE INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(Unaudited)

(continued)

SHARES

  Biotechnologies/
Biopharmaceuticals - continued
 

VALUE

 
 

216,337

   

Allergan, Inc.

 

$

26,847,422

   
 

312,949

   

Amgen, Inc.

   

38,599,130

   
 

119,801

   

Biogen Idec, Inc. (b)

   

36,643,532

   
 

327,030

   

BioMarin Pharmaceutical Inc. (b)

   

22,306,716

   
 

326,785

   

Celgene Corporation (b)

   

45,619,186

   
 

669,639

   

Celladon Corporation (Restricted) (a) (b)

   

6,784,783

   
 

10,996

    Celladon Corporation warrants (Restricted,
expiration 10/10/18) (a) (b)
   

111,411

   
 

2,723

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

0

   
 

150,858

   

Cubist Pharmaceuticals, Inc. (b)

   

11,035,263

   
 

1,039,942

   

Gilead Sciences, Inc. (b)

   

73,690,290

   
 

242,123

   

Infinity Pharmaceuticals, Inc. (b)

   

2,878,843

   
 

19,114

   

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

   

478,748

   
 

369,878

   

Neurocrine Biosciences, Inc. (b)

   

5,955,036

   
 

38,588

   

Pharmacyclics, Inc. (b)

   

3,867,289

   
 

128,216

   

Puma Biotechnology, Inc. (b)

   

13,352,414

   
 

117,080

   

Questcor Pharmaceuticals, Inc.

   

7,602,004

   
 

144,779

   

Regeneron Pharmaceuticals, Inc. (b)

   

43,474,238

   
 

635,199

   

Verastem, Inc. (b)

   

6,853,797

   
 

346,735

   

Vertex Pharmaceuticals, Inc. (b)

   

24,521,099

   
     

415,282,697

   
   

Drug Delivery - 1.7%

 
 

483,297

   

Heron Therapeutics, Inc. (b)

   

6,722,661

   
 

230,000

    Heron Therapeutics, Inc. warrants
(Restricted, expiration 7/01/16) (a) (b)
   

1,854,720

   
 

828,360

   

IntelliPharmaceutics International Inc. (b) (c)

   

3,644,784

   
 

460,200

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

750,126

   
     

12,972,291

   
   

Drug Discovery Technologies - 2.5%

 
 

361,212

   

Incyte Corporation (b)

   

19,332,066

   
 

70

   

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

   

18

   
     

19,332,084

   
   

Financial Services - 0.0%

 
 

5,910,745

   

Sarossa Capital plc (b) (f)

   

177,374

   

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



H&Q HEALTHCARE INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(Unaudited)

(continued)

SHARES

 

Generic Pharmaceuticals - 14.1%

 

VALUE

 
 

158,892

   

Actavis plc (b)

 

$

32,707,918

   
 

444,332

   

Akorn, Inc. (b)

   

9,775,304

   
 

245,214

   

Impax Laboratories, Inc. (b)

   

6,478,554

   
 

504,293

   

Mylan, Inc. (b)

   

24,624,627

   
 

117,595

   

Perrigo Company plc (f)

   

18,187,243

   
 

281,901

   

Sagent Pharmaceuticals, Inc. (b)

   

6,588,026

   
 

196,358

   

Teva Pharmaceutical Industries Ltd. (e)

   

10,375,557

   
     

108,737,229

   
   

Healthcare Services - 7.3%

 
 

246,841

   

Aetna, Inc.

   

18,505,670

   
 

231,000

   

Catamaran Corporation (b)

   

10,339,560

   
 

60,000

   

Centene Corporation (b)

   

3,735,000

   
 

222,222

   

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

   

1,166,665

   
 

67,862

   

McKesson Corporation

   

11,982,393

   
 

105,000

   

Molina Healthcare, Inc. (b)

   

3,943,800

   
 

82,436

   

UnitedHealth Group, Inc.

   

6,758,928

   
     

56,432,016

   
   

Medical Devices and Diagnostics - 4.7%

 
 

505,041

   

Accuray, Inc. (b)

   

4,848,394

   
 

286,540

   

Alere, Inc. (b)

   

9,842,649

   
 

160,000

   

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

   

114,532

   
 

38,597

   

IDEXX Laboratories, Inc. (b)

   

4,685,676

   
 

55,987

   

Illumina, Inc. (b)

   

8,323,027

   
 

97,437

   

PerkinElmer, Inc.

   

4,390,511

   
 

208

   

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

   

139

   
 

34,776

   

Thermo Fisher Scientific Inc.

   

4,181,466

   
     

36,386,394

   
   

Pharmaceuticals - 5.5%

 
 

84,442

   

Endo International PLC (b)

   

5,796,943

   
 

146,500

   

Forest Laboratories, Inc. (b)

   

13,517,555

   
 

535,266

   

Ironwood Pharmaceuticals, Inc. (b)

   

6,594,477

   
 

107,429

   

Shire plc (e)

   

15,956,430

   
     

41,865,405

   
        TOTAL COMMON STOCKS
AND WARRANTS
(Cost $388,614,480)
   

691,185,490

   
       

EXCHANGE TRADED FUND - 2.3%

     
 

73,370

   

iShares Nasdaq Biotechnology ETF

   

17,348,336

   
        TOTAL EXCHANGE TRADED FUND
(Cost $14,400,768)
   

17,348,336

   

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



H&Q HEALTHCARE INVESTORS

SCHEDULE OF INVESTMENTS

MARCH 31, 2014

(Unaudited)

(continued)

PRINCIPAL
AMOUNT
 
SHORT-TERM INVESTMENT - 1.9%
 
VALUE
 

$

14,989,000

    Repurchase Agreement, State Street Bank
and Trust Co., repurchase value
$14,989,000, 0.00%, dated 03/31/14,
due 04/01/14 (collateralized by
U.S. Treasury Note 0.250%, due
02/28/21, market value $15,289,884)
 

$

14,989,000

   
        TOTAL SHORT-TERM INVESTMENTS
(Cost $14,989,000)
   

14,989,000

   
        TOTAL INVESTMENTS BEFORE
MILESTONE INTERESTS - 99.1%
(Cost $465,096,647)
   

763,181,709

   

INTEREST

 

MILESTONE INTERESTS (Restricted) (a) (b) - 0.0%

     
   

Biotechnologies/Biopharmaceuticals - 0.0%

 
 

1

   

Targegen Milestone Interest

   

99,091

   
   

Medical Devices and Diagnostics - 0.0%

 
 

1

   

Xoft Milestone Interest

   

0

   
        TOTAL MILESTONE INTERESTS
(Cost $5,035,687)
   

99,091

   
        TOTAL INVESTMENTS - 99.1%
(Cost $470,132,334)
   

763,280,800

   
        OTHER ASSETS IN EXCESS
OF LIABILITIES - 0.9%
   

6,633,091

   
       

NET ASSETS - 100%

 

$

769,913,891

   

(a)  Security fair valued. See Footnote 4 for Fair Value Measurements.

(b)  Non-income producing security.

(c)  Affiliated issuers in which the Fund holds 5% or more of the voting securities (total market value of $33,739,213).

(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 these financial statements.
11




H&Q HEALTHCARE INVESTORS

STATEMENT OF ASSETS AND LIABILITIES

MARCH 31, 2014

(Unaudited)

ASSETS:  
Investments in unaffiliated issuers, at value
(cost $430,525,750)
 

$

729,442,496

   
Investments in affiliated issuers, at value
(cost $34,570,897)
   

33,739,213

   

Milestone interests, at value (cost $5,035,687)

   

99,091

   

Total Investments

   

763,280,800

   

Cash

   

428

   

Dividends and interest receivable

   

104,268

   

Receivable for investments sold

   

6,983,328

   

Prepaid expenses

   

52,604

   

Other assets (see Note 1)

   

484,000

   

Total assets

   

770,905,428

   

LIABILITIES:

 

Accrued advisory fee

   

658,147

   

Accrued shareholder reporting fees

   

87,218

   

Accrued other

   

246,172

   

Total liabilities

   

991,537

   

Contingencies and Commitments (see Note 5)

 

 

NET ASSETS

 

$

769,913,891

   

SOURCES OF NET ASSETS:

 
Shares of beneficial interest, par value $.01 per
share, unlimited number of shares authorized,
amount paid in on 28,279,728 shares issued and
outstanding
 

$

431,240,888

   

Accumulated net investment loss

   

(3,400,253

)

 
Accumulated net realized gain on investments,
milestone interests and options
   

48,924,790

   
Net unrealized gain on investments and
milestone interests
   

293,148,466

   
Total net assets (equivalent to $27.22 per
share based on 28,279,728 shares outstanding)
 

$

769,913,891

   

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



H&Q HEALTHCARE INVESTORS

STATEMENT OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2014

(Unaudited)

INVESTMENT INCOME:

 

Dividend income (net of foreign tax of $19,771)

 

$

948,183

   

Interest and other income

   

26,836

   

Total investment income

   

975,019

   

EXPENSES:

 

Advisory fees

   

3,652,907

   

Legal fees

   

198,961

   

Administration and auditing fees

   

139,282

   

Trustees' fees and expenses

   

86,667

   

Shareholder reporting

   

75,006

   

Custodian fees

   

67,191

   

Transfer agent fees

   

30,906

   

Other (see Note 2)

   

124,352

   

Total expenses

   

4,375,272

   

Net investment loss

   

(3,400,253

)

 

REALIZED AND UNREALIZED GAIN (LOSS):

 
Net realized gain (loss) on:
Investments in unaffiliated issuers
   

65,102,587

   

Investments in affiliated issuers

   

381,529

   

Closed or expired option contracts written

   

82,246

   

Net realized gain

   

65,566,362

   

Change in unrealized appreciation (depreciation)

 

Investments in unaffiliated issuers

   

34,195,980

   

Investments in affiliated issuers

   

2,990,763

   

Milestone interests

   

(6,091,569

)

 

Change in unrealized appreciation (depreciation)

   

31,095,174

   

Net realized and unrealized gain (loss)

   

96,661,536

   
Net increase in net assets
resulting from operations
 

$

93,261,283

   

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



H&Q HEALTHCARE INVESTORS

STATEMENTS OF CHANGES IN NET ASSETS

    Six months ended
March 31, 2014
(Unaudited)
  Year ended
September 30,
2013
 
NET INCREASE (DECREASE) IN
NET ASSETS RESULTING
FROM OPERATIONS:
 

Net investment loss

 

($

3,400,253

)

 

($

5,276,473

)

 

Net realized gain

   

65,566,362

     

54,346,385

   

Change in net unrealized appreciation

   

31,095,174

     

151,010,763

   
Net increase in net assets
resulting from operations
   

93,261,283

     

200,080,675

   
DISTRIBUTIONS TO SHAREHOLDERS
FROM:
 

Net realized capital gains

   

(28,695,131

)

   

(43,533,754

)

 

Total distributions

   

(28,695,131

)

   

(43,533,754

)

 

CAPITAL SHARE TRANSACTIONS:

 
Reinvestment of distributions
(565,446 and 1,128,534 shares,  
respectively)
   

15,243,056

     

23,164,699

   

Total capital share transactions

   

15,243,056

     

23,164,699

   

Net increase in net assets

   

79,809,208

     

179,711,620

   

NET ASSETS:

 

Beginning of period

   

690,104,683

     

510,393,063

   

End of period

 

$

769,913,891

   

$

690,104,683

   
Accumulated net investment loss
included in net assets at end of year
 

($

3,400,253

)

 

$

0

(a)

 

(a)  Reflects reclassifications to the Fund's capital accounts to reflect income and gains available for distribution under income tax regulations.

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



H&Q HEALTHCARE INVESTORS

STATEMENT OF CASH FLOWS

SIX MONTHS ENDED MARCH 31, 2014

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Purchases of portfolio securities

 

($

150,478,446

)

 

Purchases to close option contracts written

   

(317,065

)

 

Net maturities of short-term investments

   

(9,483,903

)

 

Sales of portfolio securities

   

176,715,636

   

Proceeds from option contracts written

   

185,784

   

Interest income received

   

(1,462

)

 

Dividend income received

   

1,061,040

   

Other operating receipts (expenses paid)

   

(4,229,963

)

 

Net cash provided from operating activities

   

13,451,621

   

CASH FLOWS FROM FINANCING ACTIVITIES:

 

Cash distributions paid

   

(13,452,075

)

 

Net cash used for financing activities

   

(13,452,075

)

 

NET DECREASE IN CASH

   

(454

)

 

CASH AT BEGINNING OF PERIOD

   

882

   

CASH AT END OF PERIOD

 

$

428

   
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

 

$

93,261,283

   

Purchases of portfolio securities

   

(150,478,446

)

 

Purchases to close option contracts written

   

(317,065

)

 

Net maturities of short-term investments

   

(9,483,903

)

 

Sales of portfolio securities

   

176,715,636

   

Proceeds from option contracts written

   

185,784

   

Accretion of discount

   

(96

)

 

Net realized gain on investments and options

   

(65,566,362

)

 
Increase in net unrealized appreciation
(depreciation) on investments
   

(31,095,174

)

 

Decrease in dividends and interest receivable

   

84,655

   

Increase in accrued expenses

   

122,683

   

Decrease in prepaid expenses and other assets

   

22,626

   

Net cash provided from operating activities

 

$

13,451,621

   

Noncash financing activities not included herein consist of reinvested distributions to shareholders of $15,243,056.

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




H&Q HEALTHCARE INVESTORS

FINANCIAL HIGHLIGHTS

    Six months
ended
March 31, 2014
 

Years ended September 30,

 
   

(Unaudited)

 

2013

 

2012

 

2011

 

2010

 

2009

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

$

24.90

   

$

19.20

   

$

14.46

   

$

14.47

   

$

14.05

   

$

16.58

   

Net investment loss (1)

   

(0.12

)

   

(0.20

)

   

(0.05

)(2)

   

(0.16

)(3)

   

(0.07

)(4)

   

(0.17

)

 
Net realized and
unrealized gain (loss)
   

3.47

     

7.51

     

6.07

     

1.40

     

0.81

     

(1.51

)

 
Total increase (decrease)
from investment
operations
   

3.35

     

7.31

     

6.02

     

1.24

     

0.74

     

(1.68

)

 

Distributions to shareholders from:

 

Net realized capital gains

   

(1.03

)

   

(1.61

)

   

(1.32

)

   

(1.26

)

   

(0.37

)

   

(0.12

)

 

Return of capital (tax basis)

   

     

     

     

     

     

(0.73

)

 

Total distributions

   

(1.03

)

   

(1.61

)

   

(1.32

)

   

(1.26

)

   

(0.37

)

   

(0.85

)

 
Increase resulting from
shares repurchased (1)
   

     

     

0.04

     

0.01

     

0.05

     

   
Net asset value per share,
end of period
 

$

27.22

   

$

24.90

   

$

19.20

   

$

14.46

   

$

14.47

   

$

14.05

   
Per share market value,
end of period
 

$

27.21

   

$

23.97

   

$

18.36

   

$

13.15

   

$

12.08

   

$

11.32

   
Total investment return at
market value
   

17.90

%*

   

41.12

%

   

51.43

%

   

18.90

%

   

10.04

%

   

(10.33

%)

 

RATIOS

 

Expenses to average net assets

   

1.18

%**

   

1.26

%

   

1.42

%

   

1.47

%

   

1.44

%

   

1.52

%

 
Net investment loss to average
net assets
   

(0.92

%)**

   

(0.92

%)

   

(0.28

%)(2)

   

(1.00

%)(3)

   

(0.45

%)(4)

   

(1.30

%)

 

SUPPLEMENTAL DATA

 
Net assets at end of period
(in millions)
 

$

770

   

$

690

   

$

510

   

$

379

   

$

365

   

$

356

   

Portfolio turnover rate

   

15.15

%*

   

35.41

%

   

86.28

%

   

93.75

%

   

48.68

%

   

66.34

%

 

*  Not Annualized.

**  Annualized.

(1) Computed using average shares outstanding.

(2) Includes special dividends from four issuers in the aggregate amount of $0.13 per share. Excluding the special dividends, the ratio of net investment loss to average net assets would have been (1.05%).

(3) Includes a special dividend from an issuer in the amount of $0.02 per share. Excluding the special dividend, the ratio of net investment loss to average net assets would have been (1.11%).

(4) Includes a special dividend from an issuer in the amount of $0.05 per share. Excluding the special dividend, the ratio of net investment loss to average net assets would have been (0.83%).

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



H&Q HEALTHCARE INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2014

(Unaudited)

(1)  Organization and Significant Accounting Policies

H&Q Healthcare 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 healthcare industry. This is a broad mandate and 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, 2014, 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 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


17



H&Q HEALTHCARE INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2014

(continued)

probability and time value adjusted analysis of contractual term. Where available and 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 enters 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.


18



H&Q HEALTHCARE INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2014

(continued)

Transactions in call options written for the six months ended March 31, 2014 were as follows:

   

Contracts

 

Premiums

 

Options outstanding, September 30, 2013

   

   

$

   

Options written

   

752

     

82,719

   

Options terminated in closing purchase transactions

   

(43

)

   

(4,730

)

 

Options exercised

   

     

   

Options expired

   

(709

)

   

(77,989

)

 

Options outstanding, March 31, 2014

   

   

$

   

 

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, 2014
                  Net realized gain on
investments in unaffiliated
issuers
 

($

213,527

)

 
            Net realized gain on closed
or expired option contracts
written
 

$

82,246

   
            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.


19



H&Q HEALTHCARE INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2014

(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, 2014:

Statement of Assets and Liabilities, Milestone interests, at value

 

$

99,091

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

($

4,936,596

)

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

($

6,091,569

)

 

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 if it represents a return of capital.

The aggregate cost of purchases and proceeds from sales of investment securities (other than short-term investments) for the six months ended March 31, 2014 totaled $110,663,060 and $142,068,417, 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 Trustees and may be changed by them without shareholder approval. The Trustees regularly review the Policy and the


20



H&Q HEALTHCARE INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2014

(continued)

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 share 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, 2014, the Fund did not repurchase any shares through the repurchase program.

During the year ended September 30, 2013, the Fund did not repurchase any shares through the repurchase program.

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, 2014, 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.


21



H&Q HEALTHCARE INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2014

(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, 2014.

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, 2014, these payments amounted to $50,458 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, 2014 were as follows:

Issuer

  Value on
September 30, 2013
 

Purchases

 

Sales

 

Income

  Value on
March 31, 2014
 

CardioKinetix, Inc.

 

$

4,187,065

                   

$

   

$

4,187,065

   

Dynex Technologies, Inc.

   

923,629

                     

     

923,629

   

EBI Life Sciences, Inc.

   

18,854

                     

     

18,854

   

Euthymics Biosciences, Inc.

   

1,582,914

                     

     

1,582,914

   

IlluminOss Medical, Inc.

   

1,725,000

                     

     

1,725,000

   

Insightra Medical, Inc.

   

3,450,000

                     

     

3,450,000

   
IntelliPharmaCeutics
International Inc.
   

2,388,320

           

$

898,379

     

     

4,394,910

   

Magellan Diagnostics, Inc.

   

2,131,188

             

     

     

2,131,188

   


22



H&Q HEALTHCARE INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2014

(continued)

Issuer

  Value on
September 30, 2013
 

Purchases

 

Sales

 

Income

  Value on
March 31, 2014
 

Neurovance, Inc.

 

$

1,062,115

   

$

582,473

   

$

   

$

   

$

1,642,995

   

Palyon Medical Corporation

   

1,899,332

     

     

     

     

1,894,625

   

PHT Corporation

   

6,462,135

     

     

     

     

6,633,804

   

Veniti, Inc.

   

5,154,229

     

     

     

     

5,154,229

   
   

$

30,984,781

   

$

582,473

   

$

898,379

   

$

   

$

33,739,213

   

(4)  Fair Value Measurements

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, 2014 to value the Fund's net assets. For the six months ended March 31, 2014, there were no transfers between Levels 1 and 2. The Fund accounts for transfers between levels at the beginning of the period.

Assets at Value

 

Level 1

 

Level 2

 

Level 3

 

Total

 
Convertible and Non-Convertible Securities
and Warrants
 

Biotechnologies/Biopharmaceuticals

         

$

2,314,125

   

$

3,244,763

   

$

5,558,888

   

Healthcare Services

           

     

6,633,804

     

6,633,804

   

Medical Devices and Diagnostics

           

     

23,992,441

     

23,992,441

   

Pharmaceuticals

           

3,473,750

     

     

3,473,750

   

Common Stocks and Warrants

 

Biotechnologies/Biopharmaceuticals

 

$

407,907,755

     

     

7,374,942

     

415,282,697

   

Drug Delivery

   

10,367,445

     

     

2,604,846

     

12,972,291

   

Drug Discovery Technologies

   

19,332,066

     

     

18

     

19,332,084

   

Financial Services

   

177,374

     

     

     

177,374

   

Generic Pharmaceuticals

   

108,737,229

     

     

     

108,737,229

   

Healthcare Services

   

55,265,351

     

     

1,166,665

     

56,432,016

   

Medical Devices and Diagnostics

   

36,271,723

     

     

114,671

     

36,386,394

   

Pharmaceuticals

   

41,865,405

     

     

     

41,865,405

   

Exchange Traded Fund

   

17,348,336

     

     

     

17,348,336

   

Short-term Investment

   

     

14,989,000

     

     

14,989,000

   

Milestone Interest

 

Biotechnologies/Biopharmaceuticals

   

     

     

99,091

     

99,091

   

Medical Devices and Diagnostics

   

     

     

0

     

0

   

Other Assets

   

     

     

484,000

     

484,000

   

Total

 

$

697,272,684

   

$

20,776,875

   

$

45,715,241

   

$

763,764,800

   


23



H&Q HEALTHCARE INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2014

(continued)

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.

Level 3 Assets

  Balance
as of
September 30,
2013
  Net Realized
gain (loss) and
change in
unrealized
appreciation
(depreciation)
  Cost of
purchases
and
conversions
  Proceeds
from sales
and
conversions
  Net
transfers
in
(out of)
Level 3
  Balance
as of
March 31,
2014
 

Convertible and Non-Convertible Securities and Warrants

 
Biotechnologies/
Biopharmaceuticals
 

$

9,365,030

   

($

2,050,770

)

 

$

599,304

   

($

4,668,801

)

 

$

   

$

3,244,763

   

Healthcare Services

   

6,462,135

     

171,669

     

     

     

     

6,633,804

   
Medical Devices and
Diagnostics
   

24,371,680

     

(77,825

)

   

6,950

     

(308,364

)

   

     

23,992,441

   

Common Stocks and Warrants

 
Biotechnologies/
Biopharmaceuticals
   

     

2,086,481

     

5,288,464

     

(3

)

   

     

7,374,942

   

Drug Delivery

   

1,002,966

     

1,601,880

     

     

     

     

2,604,846

   
Drug Discovery
Technologies
   

18

     

     

     

     

     

18

   

Healthcare Services

   

1,166,665

     

     

     

     

     

1,166,665

   
Medical Devices and
Diagnostics
   

106,055

     

8,616

     

     

     

     

114,671

   

Milestone Interests

 
Biotechnologies/
Biopharmaceuticals
   

6,175,276

     

(6,076,185

)

   

     

     

     

99,091

   
Medical Devices and
Diagnostics
   

15,384

     

(15,384

)

   

     

     

     

0

   

Other Assets

   

482,182

     

     

2,171

     

(353

)

   

     

484,000

   

Total

 

$

49,147,391

   

($

4,351,518

)

 

$

5,896,889

   

($

4,977,521

)

 

$

   

$

45,715,241

   
Net change in unrealized appreciation (depreciation) from
investments still held as of March 31, 2014
 

($

2,301,655

)

 

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
3/31/2014
 

Valuation Technique

 

Unobservable Input

  Range
(Weighted Aveage)
 
Private Companies and
Other Restricted
Securities
 

$

10,094,320


  Adjusted public
market price
 

None

 

N/A

 

   

22,974,004

    Capital asset pricing
model
  Discount Rate
Price to sales multiple
  12%-37% (17.87%)
0.2-16.8 (2.54)
 
                   

Revenue growth rate

 

10%-300% (48.95%)

 

   

10,498,854

   

Independent valuation

 

None

 

N/A

 
     

2,148,063

    Probability adjusted
value
  Probability of events
Timing of events
  10%-99% (15.32%)
0-4.83 (1.30) years
 
   

$

45,715,241

                           


24



H&Q HEALTHCARE INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2014

(continued)

(5)  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 6% of the Fund's net assets at March 31, 2014.

At March 31, 2014, the Fund had commitments of $1,725,000 relating to additional investments in one private company.

The following table details the acquisition date, cost, carrying value per unit, and value of the Fund's private companies and other restricted securities at March 31, 2014. 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

 

AlterG, Inc. Series C Cvt. Pfd.

 

4/12/13

 

$

2,053,706

   

$

0.41

   

$

1,379,536

   

CardioKinetix, Inc.

 

Series C Cvt. Pfd.

 

5/22/08

   

2,379,165

     

14.07

     

1,606,089

   

Series D Cvt. Pfd.

 

12/10/10

   

785,619

     

3.81

     

781,071

   

Series E Cvt. Pfd.

 

9/14/11

   

1,803,981

     

2.85

     

1,799,905

   

Warrants (expiration 12/11/19)

 

12/10/09, 2/11/10

   

177

     

0.00

     

0

   

Warrants (expiration 6/03/20)

 

6/03/10, 9/01/10

   

177

     

0.00

     

0

   

Celladon Corporation

 

Common

 

1/27/12

   

3,969,002

     

10.13

     

6,784,783

   

Warrants (experation 10/10/18)

 

10/10/13

   

125

     

10.13

     

111,411

   

Cercacor Laboratories, Inc. Common

 

3/31/98

   

0

     

0.72

     

114,532

   

Ceres, Inc.

 

Warrants (expiration 9/05/15)

 

9/05/07

   

28

     

0.00

     

0

   

Dynex Technologies, Inc.

 

Series A Cvt. Pfd.

 

1/03/12††

   

287,751

     

0.30

     

923,629

   

Warrants (expiration 4/01/19)

 

1/03/12††

   

86

     

0.00

     

0

   

Warrants (expiration 5/06/19)

 

1/03/12††

   

7

     

0.00

     

0

   

EBI Life Sciences, Inc.

 

Series A Cvt. Pfd.

 

12/29/11††

   

19,566

     

0.01

   

18,854

   

Euthymics Biosciences, Inc.

 

Series A Cvt. Pfd.

 

7/14/10 - 5/21/12

   

3,792,632

     

0.38

     

1,582,914

   

Heron Therapeutics Inc.

 

Warrants (expiration 7/01/16)

 

6/30/11

   

1,236

     

8.06

     

1,854,720

   

IlluminOss Medical, Inc.

 

Series C-1 Cvt. Pfd.

 

9/26/12

   

1,726,072

     

0.38

     

1,725,000

   

InnovaCare Health, Inc. Common

 

12/21/12††

   

964,944

     

5.25

     

1,166,665

   

Insightra Medical, Inc. Series C Cvt. Pfd.

 

4/29/13

   

3,457,241

     

0.42

     

3,450,000

   

IntelliPharmaCeutics International Inc.

 

Warrants (expiration 2/01/16)

 

1/31/11

   

165

     

1.63

     

750,126

   

Labcyte, Inc.

 

Series C Cvt. Pfd.

 

7/18/05

   

1,925,938

     

0.71

     

2,615,647

   

Series D Cvt. Pfd.

 

12/21/12

   

102,912

     

0.83

     

133,372

   

MacroGenics, Inc. Common

 

10/10/13

   

1,319,287

     

25.05

     

478,748

   

Magellan Diagnostics, Inc.

 

Series A Cvt. Pfd.

 

11/28/06 - 10/01/09

   

1,454,604

     

0.69

     

2,131,188

   

Warrants (expiration 4/01/19)

 

4/03/09

   

515

     

0.00

     

0

   

Warrants (expiration 5/06/19)

 

5/12/09

   

41

     

0.00

     

0

   

Neurovance, Inc.

 

Series A Cvt. Pfd.

 

12/29/11††

   

292,070

     

0.08

     

287,608

   

Series A-1 Cvt. Pfd.

 

10/11/12-10/10/13

   

1,357,371

     

0.08

     

1,355,387

   

Palyon Medical Corporation

 

Series A Cvt. Pfd.

 

4/28/09

   

2,977,026

     

0.00

   

13,824

   

Series B Cvt. Pfd.

 

6/28/13

   

1,888,231

     

0.07

     

1,880,801

   

Warrants (expiration 4/26/19)

 

4/25/12

   

0

     

0.00

     

0

   


25



H&Q HEALTHCARE INVESTORS

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2014

(continued)

Security (#)

  Acquisition
Date
 

Cost

  Carrying Value
per Unit
 

Value

 

PHT Corporation

 

Series D Cvt. Pfd.

 

7/23/01

 

$

4,206,263

   

$

0.78

   

$

4,200,000

   

Series E Cvt. Pfd.

 

9/12/03 - 10/19/04

   

941,783

     

1.68

     

2,023,551

   

Series F Cvt. Pfd.

 

7/21/08

   

122,594

     

2.75

     

410,253

   

Songbird Hearing, Inc. Common

 

12/14/00

   

3,004,861

     

0.67

     

139

   

Targegen Milestone Interest

 

7/20/10

   

4,192,557

     

99,091

     

99,091

   

TherOx, Inc.

 

Series H Cvt. Pfd.

 

9/11/00, 8/21/07

   

3,002,748

     

0.01

     

652

   

Series I Cvt. Pfd.

 

7/08/05

   

579,958

     

0.01

     

1,495

   

Tibion Corporation

 

Series B Cvt. Pfd.

 

2/23/11

   

1,302,544

     

0.00

   

12,508

   

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

   

Non-Cvt. Promissory Note

 

07/12/12

   

344,044

     

100.00

     

342,899

   

Non-Cvt. Promissory Note

 

04/12/13

   

40,603

     

100.00

     

40,596

   

Veniti, Inc.

 

Series A Cvt. Pfd.

 

2/28/11

   

3,269,045

     

0.92

     

3,432,506

   

Series B Cvt. Pfd.

 

5/24/13

   

1,722,929

     

0.92

     

1,721,723

   

Xoft Milestone Interest

 

1/05/11

   

843,130

     

0.00

     

0

   

Zyomyx, Inc. Common

 

2/19/99 - 1/12/04

   

3,902,233

     

0.25

     

18

   
       

$

60,034,967

       

$

45,231,241

   

(#)  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 security.


26



H&Q HEALTHCARE 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 28, 2014, the Board, and the Independent Trustees voting separately, determined that the terms of the Advisory Agreement are fair and reasonable and approved the continuance of the Advisory Agreement as being in the best interests of the Fund and its shareholders. In making its determination, the Board considered materials that were specifically prepared by the Adviser at the request of the Board and Fund counsel for purposes of the contract review process, including comparisons of (i) the Fund's performance to its benchmark, the NASDAQ Biotech Index (NBI), and to other investment companies, (ii) the Fund's expenses and expense ratios to those of a peer group of other investment companies, and (iii) the Adviser's profitability with respect to its services for the Fund to the profitability of other investment advisers. The Trustees took into account that the Adviser presently provides investment management services only to the Fund and to H&Q Life Sciences Investors and does not derive any benefit from its relationship with the Fund other than receipt of advisory fees pursuant to the Advisory Agreement. The Board also received and reviewed information throughout the year about the portfolio performance, the investment strategy, the portfolio management team and the fees and expenses of the Fund.

In approving the Advisory Agreement, the Board considered, among other things, the nature, extent, and quality of the services to be provided by the Adviser, the investment performance of the Fund and the Adviser, the costs of services provided and profits realized by the Adviser and its affiliates, and whether fee levels reflect economies of scale for the benefit of Fund shareholders and the extent to which economies of scale would be realized as the Fund grows. The Board reviewed information about the foregoing factors and considered changes, if any, in such information since its previous approval. The Board also evaluated the financial strength of the Adviser and the capability of the personnel of the Adviser, specifically the strength and background of its investment analysts. Fund counsel provided the Board with the statutory and regulatory requirements for approval and disclosure of investment advisory agreements. The Board, including the Independent Trustees, evaluated all of the foregoing and, considering all factors together, determined in the exercise of its business judgment that the continuance of the Advisory Agreement is in the best interests of the Fund and its shareholders. The following provides more detail on certain factors considered by the Trustees and the Board's conclusions with respect to each such factor.

The nature, extent and quality of the services to be provided by the Adviser. On a regular basis the Board considers the roles and responsibilities of the Adviser as a whole, along with specific portfolio management, support and trading functions the Adviser provides to the Fund. The Trustees considered the nature, extent and quality of the services provided by the Adviser to the Fund. The Trustees continue to be satisfied with the quality and value of the investment advisory services provided to the Fund by the Adviser, and, in particular, the management style and discipline followed by the Adviser and the quality of the Adviser's research, trading, portfolio management, compliance and administrative personnel. The Trustees also took into account the Adviser's commitment to continue to build out its infrastructure, including


27



H&Q HEALTHCARE INVESTORS

INVESTMENT ADVISORY AGREEMENT APPROVAL

(continued)

development of a staff adequate in number, experience and qualifications to meet the future demands of the Fund (and H&Q Life Sciences Investors) for investment management services.

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 over the past one-, two-, three-, four-, five-, six-, seven-, eight-, nine-, and ten-year periods. Although the NBI's performance generally exceeded the Fund's returns by net asset value and stock price in most of the reported periods, the Board noted that the returns by net asset value and by stock price of the Fund (including venture capital investments) were more comparable to the performance of the NBI (which includes only public companies) over the longer 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 31 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 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. The Trustees also noted that the Adviser has voluntarily agreed to waive a portion of advisory fees to which it otherwise would be entitled under the Advisory Agreement for a one-year period, if the rights offering recently announced by the Trust is completed and that the Adviser's compensation is subject to annual review by the Board.


28



H&Q HEALTHCARE 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.


29




H&Q HEALTHCARE INVESTORS

New York Stock Exchange Symbol: HQH
NAV Symbol: XHQHX

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, 2013–Oct. 31, 2013)

 

 

 

 

 

 

 

 

 

Month #2 (Nov. 1, 2013 – Nov. 30, 2013)

 

 

 

 

 

 

 

 

 

Month #3 (Dec. 1, 2013 – Dec. 31, 2013)

 

 

 

 

 

 

 

 

 

Month #4 (Jan. 1, 2014 – Jan. 31, 2014)

 

 

 

 

 

 

 

 

 

Month #5 (Feb. 1, 2014 – Feb. 28, 2014)

 

 

 

 

 

 

 

 

 

Month #6 (Mar. 1, 2014 – Mar. 31, 2014)

 

 

 

 

 

 

 

 

 

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 21, 2013, 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, 2013. On March 28, 2014, 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, 2014.

 

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 fiscal half-year that have materially affected or that are reasonably likely to materially affect the Registrant’s internal control.

 



 

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 HEALTHCARE INVESTORS

 

 

 

 

By (Signature and Title)*

/s/ Daniel R. Omstead

 

Daniel R. Omstead, President

 

 

Date:

6/6/14

 

 

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:

6/6/14

 

 


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