Exhibit 99(d)(ii)

Any questions regarding this form or Offer may be

directed to The Altman Group, Inc.,

the Information Agent at (800)870-0126.

NON-TRANSFERABLE RIGHTS OFFERING

H&Q LIFE SCIENCES INVESTORS

NOTICE OF GUARANTEED DELIVERY

TO BE DELIVERED PRIOR TO 5:00 P.M., EASTERN TIME,        , 2006

As set forth in the Prospectus under “Payment for Shares,” this form or one substantially equivalent hereto may be used by a New York Stock Exchange member firm or bank or trust company as a means of exercising Rights and effecting subscription and payment for all shares of the Trust’s shares of beneficial interest (“Shares”) subscribed for under the Primary Subscription and the Over-Subscription Privilege. Such form may be delivered by facsimile transmission, overnight courier or first-class mail to the Subscription Agent prior to 5:00 p.m., Eastern time, on           , 2006(the “Expiration Date”). If sent by facsimile, the original executed form must also be sent promptly thereafter by mail delivery.

THE SUBSCRIPTION AGENT IS: COMPUTERSHARE SHAREHOLDER SERVICES, INC.

BY FIRST CLASS MAIL:

Computershare

P.O. Box 859208

Braintree, MA 02185-9208

BY OVERNIGHT COURIER:

Computershare

Attn:   Corporate Actions

161 Baystate Drive

Braintree, MA 02184

BY FACSIMILE:

Fax # 781-380-3388

CONFIRM BY TELEPHONE TO:

(781) 843-1833, ext. 200

(No Inquiries Please)

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A TELECOPY FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.

This notice specifies the number of Shares subscribed for under both the Primary Subscription and the Over-Subscription Privilege and guarantees (a) payment in full for all subscribed Shares (which full payment then must be delivered no later than the close of business on        , 2006 (the third business day after the Expiration Date)) and (b) a properly completed and signed copy of the Exercise Form (which Form then must be delivered no later than the close of business on        , 2006 (the third business day after the Expiration Date)). Failure to do so will result in a forfeiture of the Rights. In the event that the Subscription Price exceeds the Estimated Subscription Price, an invoice will be sent for any additional amounts due. Payment for such additional amounts, if any must be made by        , 2006. In the event the Subscription Price is less than the Estimated Subscription Price, the Subscription Agent will mail a refund to exercising shareholders.

GUARANTEE

The undersigned, a member firm of the New York Stock Exchange or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent, of (a) payment of the full Subscription Price for Shares subscribed for under the Primary Subscription and any additional Shares subscribed for pursuant to the Over-Subscription Privilege, as subscription for such Shares is indicated herein or in the Exercise Form, by the close of business on        , 2006 and (b) a properly completed and executed Exercise Form by the close of business on        , 2006.

FOR COMPLETION BY:	COMPUTERSHARE
MUST BE RECEIVED BY:	5:00 P.M.,        , 2006 (NEW YORK TIME)

BROKER ASSIGNED CONTROL #                        

H&Q LIFE SCIENCES INVESTORS

			Number of Primary
			Subscription shares requested
			for which you are	Payment to be made in
1.	Primary	Number of Rights to be	guaranteeing delivery of	connection with Primary
	Subscription	exercised	Rights and payment	Subscription shares
		Rights	Shares	$

2.	Over-Subscription Privilege		Number of Over-Subscription Privilege shares requested for which you are guaranteeing payment	Payment to be made in connection with Over-Subscription Privilege shares
			Shares	$
3.	Totals	Total number of Rights To be delivered	Total number of Shares to be delivered	TOTAL PAYMENT
		Rights	Shares	$

Method of delivery (circle one)

A.  Through DTC

B.  Direct to Computershare, as Subscription Agent. Please reference below the registration of the Rights to be delivered:

PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number  needs to be referenced on any direct delivery of Rights or any delivery through  DTC. In addition, please note that if you are submitting a guarantee for  Over-Subscription Privilege shares and are a DTC participant, you must also  execute and forward to Computershare a DTC Participant  Over-Subscription Privilege Exercise Form.

Name of Firm			Authorized Signature
DTC Participant Number			Title
Address			Name (Please Type or Print)
City	State	Zip Code	Phone Number
Contact Name			Date