0001104659-11-037736.txt : 20110705 0001104659-11-037736.hdr.sgml : 20110704 20110705115724 ACCESSION NUMBER: 0001104659-11-037736 CONFORMED SUBMISSION TYPE: POS AMI PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110705 DATE AS OF CHANGE: 20110705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: H&Q LIFE SCIENCES INVESTORS CENTRAL INDEX KEY: 0000884121 IRS NUMBER: 043147016 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: POS AMI SEC ACT: 1940 Act SEC FILE NUMBER: 811-06565 FILM NUMBER: 11948372 BUSINESS ADDRESS: STREET 1: 2 LIBERTY SQUARE STREET 2: 9TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6177728515 MAIL ADDRESS: STREET 1: 2 LIBERTY SQUARE STREET 2: 9TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 POS AMI 1 a11-15950_2posami.htm POS AMI

 

(As filed with the Securities and Exchange Commission on July 5, 2011)

 

Investment Company Act File No. 811-06565            

 

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

 

FORM N-2

 

Registration Statement Under the Investment Company Act of 1940

Amendment No. 11

 

H&Q LIFE SCIENCES INVESTORS

(Exact Name of Registrant as Specified in Charter)

 

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

(Address of Principal Executive Offices)

 

(617) 772-8500

(Registrant’s Telephone Number, including Area Code)

 

Daniel R. Omstead, Ph.D.

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

(Name and Address of Agent for Service)

 

Copies of Communications to:

 

Joseph R. Fleming, Esq.

Dechert LLP

200 Clarendon St.

27th Floor

Boston, MA 02116-5021

 

This amendment is being filed solely to file Exhibit No. (a)(vii) to this Registration Statement relating to the Declaration of Trust.

 

 

 


 

PART C

OTHER INFORMATION

 

Amendment No. 2 to the Registrant’s Amended and Restated Declaration of Trust, as approved by the Registrant’s Board of Trustees on March 15, 2011, and by the shareholders of the Registrant on May 3, 2011, are filed herewith as Exhibit (a)(vii).

 

SIGNATURES

 

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Amendment No. 11 to its Registration Statement under the Investment Company Act of 1940 to be signed on its behalf by the undersigned thereunto, duly authorized, in the Commonwealth of Massachusetts, on the 5th day of July, 2011.

 

 

H&Q LIFE SCIENCES INVESTORS

 

 

 

By: /s/ Daniel R. Omstead

 

Daniel R. Omstead

 

President

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

(a)(vii)

 

Amendment No. 2 to the Amended and Restated Declaration of Trust, as approved by the Registrant’s Board of Trustees and shareholders.

 

 EX-99.B(A)(VII) 2 a11-15950_2ex99dbavii.htm EX-99.B(A)(VII)

Exhibit 99.B(a)(vii)

 

AMENDMENT NO. 2, DATED AS OF MAY 3, 2011, TO DECLARATION OF TRUST
OF H&Q LIFE SCIENCES INVESTORS

 

WHEREAS, H&Q Life Sciences Investors (the “Trust”) is a Massachusetts business trust established and existing pursuant to the Declaration of Trust made on February 20, 1992, and amended by Amendment No. 1 dated March 16, 1992 (the “Declaration of Trust”);

 

WHEREAS, the trustees of the Trust (the “Trustees”) have determined that the Declaration of Trust should be amended as hereinafter set forth (the “Amendment”);

 

WHEREAS, on May 3, 2011 the shareholders of the Trust approved the Amendment in accordance with Section 8.3 of the Declaration of Trust;

 

NOW, THEREFORE, IT IS agreed as follows:

 

1.             Amendment to the Declaration of Trust.  Section 3.4 of the Declaration of Trust is hereby amended to delete the phrase “; provided, however, that any repurchase of Shares may be made only if Shares are trading at a purchase price that is 10% or more below net asset value per Share and the Fund may purchase the Shares only at a purchase price that is 10% or more below net asset value per Share.” from the end of Section 3.4, such that Section 3.4 shall read in its entirety as follows:

 

“The Trustees shall have the power to issue, sell, purchase, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and, subject to the provisions set forth in Articles VII and VIII hereof, to apply to any such repurchase, retirement, cancellation or acquisition of Shares any funds or property of the Trust whether capital or surplus or otherwise, to the full extent now or hereafter permitted by the 1940 Act and the laws of the Commonwealth of Massachusetts governing business corporations.”

 

2.             Defined Terms; Confirmation of Other Terms of the Declaration of Trust.  Any capitalized or other term used herein and not defined herein and which is defined in the Declaration of Trust, shall have the meaning assigned to it in the Declaration of Trust.  The Declaration of Trust, as amended as provided herein, is hereby confirmed as being in full force and effect in accordance with its terms.

 

3.             Effective Date. This Amendment shall be effective as the date of its execution.

 


 

4.             Counterparts. This instrument may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart.

 

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 3rd day of May, 2011 hereunto set their hands as of the date first above written.

 

 

/s/ Lawrence S. Lewin

 

/s/Rakesh K. Jain

 

 

 

Lawrence S. Lewin

 

Rakesh K. Jain

 

 

 

/s/ Eric Oddleifson

 

/s/ Daniel R. Omstead, Ph.D.

 

 

 

Eric Oddleifson

 

Daniel R. Omstead, Ph.D.

 

 

 

/s/ Oleg M. Pohotsky

 

/s/ William S. Reardon

 

 

 

Oleg M. Pohotsky

 

William S. Reardon

 

 

 

/s/ Uwe E. Reinhardt, Ph.D.

 

/s/ Lucinda Stebbins

 

 

 

Uwe E. Reinhardt, Ph.D.

 

Lucinda Stebbins

 

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