<DOCUMENT>
<TYPE>EX-99.R
<SEQUENCE>7
<FILENAME>a2132197zex-99_r.txt
<DESCRIPTION>EXHIBIT 99.R
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                                                                       Exhibit r

                            H&Q HEALTHCARE INVESTORS
                           H&Q LIFE SCIENCES INVESTORS
                    HAMBRECHT & QUIST CAPITAL MANAGEMENT LLC

                                 CODE OF ETHICS

                              DATED MARCH 12, 2003

          This Code of Ethics restricts the personal investing activity of each
Employee of the Funds or the Adviser.(1) The Code contains specific investment
restrictions and a general statement of principles, which may restrict
investments not specifically covered by the Code. Some of these restrictions do
not apply to the Funds' Independent Trustees. The Code applies to investments in
your accounts, your Family Members' accounts (i.e., any accounts of your spouse
or other family members living in your house) and any accounts in which you or
they may have Beneficial Ownership (i.e., ownership, voting or investment
control). Please take care to determine the full coverage of the Code as it
applies to you.

          Generally, the Code requires pre-clearance for certain investments,
prohibits other investments and activities, imposes reporting requirements and
provides for sanctions for violations. The basic rules are set out in Section I
below. Coverage of the Code, exclusions, definitions and other important matters
are set out in subsequent sections. If you have any question about the
application of the Code to any transaction, DO NOT engage in that transaction
until it has been pre-cleared by the Chairman or President of the Adviser
(hereinafter, references to the Chairman or President refer to the Chairman or
President of the Adviser, unless otherwise stated).

          The Chairman and President each has the authority at any time, upon
written notice, to further restrict the investing activity of each Employee,
except the Funds' Independent Trustees. In addition, you are reminded that your
investing activity is subject to applicable state and federal laws and may be
subject to other policies and procedures of the Funds or the Adviser.

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(1)       Unless otherwise noted, capitalized terms used in the Code shall have
          the meaning given to them in Section VIII below. References to "you"
          refer to each Employee. In some instances, for ease of use, partial
          definitions of capitalized terms are given in the text of the Code.
          Each of these partial definitions is qualified in its entirety by
          reference to the corresponding definition set forth in Section VIII
          below.

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I.        SPECIFIC RESTRICTIONS

          INDEPENDENT TRUSTEES ARE ONLY SUBJECT TO PARAGRAPHS G AND H OF THIS
          SECTION I. THIS SECTION I APPLIES IN ITS ENTIRETY TO ALL OTHER
          EMPLOYEES (AS DEFINED).

          A.   You shall obtain the prior approval of the Chairman or President
for all transactions in equity securities (including stock options, but not
including open-end mutual funds). You may engage in the approved transaction
within a period of seven (7) calendar days following receipt of such approval,
unless otherwise specifically agreed to in advance.

          B.   You shall obtain the prior approval of the Chairman or President
for all transactions in Private Placements (i.e., securities not registered
under the Securities Act of 1933).(2)

          C.   You shall not acquire any securities in an initial public
offering.

          D.   You shall not buy or sell any security under consideration for
trading by the Funds or within seven (7) days before or after the Funds trade in
the security.

          E.   You shall not profit from the purchase and sale or sale and
purchase of the same or equivalent equity securities within sixty days.(3)

          F.   You shall not sell any security to or buy any security from the
Funds.

          G.   You shall not use material nonpublic information, regardless of
how acquired, in your securities transactions. Generally, material nonpublic
information means information not generally available to the public that, if
public, might affect the price of the security.

          H.   You shall not disclose confidential information about the
investment activities of the Funds or the Adviser. Confidential information
includes, but is not limited to, information about actual or contemplated
purchases or sales by the Funds, nonpublic information about the Funds'
portfolio companies and other proprietary information about the Funds or the
Adviser.

          I.   You shall not serve as a director of a publicly traded company
(or hold any similar position).

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(2)       The Chairman or President should consider whether the investment
          opportunity should be reserved for the Funds and whether the
          opportunity is offered to the Employee because of his or her position
          with the Funds. If the Employee's investment is approved, the Employee
          must disclose his or her interest if he or she is involved in the
          Funds' consideration of an investment in the issuer.

(3)       You may purchase and sell or sell and purchase the same or equivalent
          securities within sixty (60) days to realize a loss.

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          J.   You shall not participate in negotiations for corporate
financings, acquisitions or other transactions for outside companies and, in
particular, you shall not negotiate or accept a finder's fee or similar fee in
connection with your participation.

          K.   You shall not seek or accept either any gifts of material value
or any sort of preferential treatment from, or special arrangements with, any
financial institution if such gifts or treatment reasonably could appear to have
been motivated by your relationship to Funds or the Adviser.

II.       COVERED TRANSACTIONS AND EXEMPT TRANSACTIONS

          INDEPENDENT TRUSTEES ARE NOT SUBJECT TO THE SECTION II EXCEPT TO THE
          EXTENT THAT THE TRADING RESTRICTIONS IN PARAGRAPHS G AND H OF SECTION
          I ABOVE ARE IMPLICATED. THIS SECTION II APPLIES IN ITS ENTIRETY TO ALL
          OTHER EMPLOYEES.

          A. The trading restrictions listed above SHALL APPLY to transactions
in your Covered Accounts (i.e., your own accounts, your Family Members'
accounts, and any accounts in which you or they may have Beneficial Ownership
(i.e., ownership, voting or investment control)).(4)

          B. The trading restrictions listed above SHALL NOT APPLY to the
following types of transactions in your Covered Accounts:

               1. Reinvestments of dividends pursuant to a plan;

               2. Stock dividends and distributions, mandatory conversions or
               tenders, and receipts of rights;

               3. Transactions in which Beneficial Ownership is not acquired or
               disposed of (e.g., a pledge of stock to secure a loan);

               4. Transactions in Covered Accounts as to which (i) you or your
               Family Members do not have investment control; or (ii) you or
               your Family Members have given investment discretion to a
               financial institution not affiliated with the Funds or the
               Adviser, PROVIDED THAT:

                    (a)  the account is approved by the Chairman or
                         President;(5)

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(4)       When you influence or control an account, but do not have Beneficial
          Ownership in the account, you must avoid any activity that conflicts
          or appears to conflict with the interests of the Funds or the Adviser.

(5)       The establishment by an Employee of this type of "outside" account
          generally will be prohibited by the Chairman or President in the
          absence of compelling circumstances.

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                    (b)  the written account agreement ("Agreement") must be
                         filed with the Compliance Officer prior to any
                         transactions;

                    (c)  any amendment to the Agreement must be filed with the
                         Compliance Officer prior to its effective date;

                    (d)  the Agreement must require the account manager to
                         provide the Compliance Officer with copies of all
                         transaction confirmations and periodic account
                         statements;

                    (e)  the Agreement must prohibit: acquisitions of securities
                         in IPOs; acquisitions of securities in Private
                         Placements without prior approval from the Chairman or
                         President; and profiting from the purchase and sale or
                         sale and purchase of the same or equivalent equity
                         securities within sixty calendar days; and

                    (f)  this exemption is not available for any transaction
                         which you suggest or direct or as to which you acquire
                         advance information; and

               5. Transactions in securities in connection with an
               employer-sponsored or other tax qualified plan;

               6. Transactions in debt securities issued or guaranteed by the
               U.S. government or its agencies, bankers' acceptances, bank
               certificates of deposit, commercial paper, other high quality
               short-term debt instruments (including repurchase agreements),
               and shares issued by open-end investment companies; and

               7. Pre-approved same-day exercise and sale of stock options.

III.      VIOLATIONS AND SANCTIONS

          THIS SECTION III APPLIES TO ALL EMPLOYEES, INCLUDING THE INDEPENDENT
          TRUSTEES.

          A.   Careful adherence to the Code is one of the basic conditions of
your employment. The Chief Investment Officer, after consultation with the
President of the Adviser, shall determine violations of the Code. Profits or
other benefits resulting from violations of the Code shall be forfeited by the
violator to the Adviser and (i) paid to the Funds for the benefit of the Funds'
shareholders; or (ii) dealt with in any other manner the Chairman or President
determines in good faith to be fair and reasonable. In appropriate cases, the
Chief Investment Officer may impose other sanctions for conduct inconsistent
with this Code. Any such additional sanctions (which may include, but are not
limited to, fines, letters of sanction, suspension or termination of employment
for cause) may be levied and will be determined by the Adviser and the Board of

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Trustees, taking into account any remedies required or requested by, among
others, the SEC and other regulatory bodies. Certain violations of this Code may
also involve violations of state or federal law, with the possibility of civil
or criminal penalties.

IV.       REPORTING REQUIREMENTS

          WITH RESPECT TO THIS SECTION IV, INDEPENDENT TRUSTEES ARE SUBJECT TO
          PARAGRAPH B, BUT ONLY IN SITUATIONS WHERE A QUARTERLY TRANSACTION
          REPORTING OBLIGATION ARISES AS SET FORTH BELOW IN PARAGRAPH D(ii).
          THIS SECTION APPLIES IN ITS ENTIRETY TO ALL OTHER EMPLOYEES.

          A. INITIAL HOLDINGS REPORTS. Within ten (10) calendar days of becoming
an Employee, you must file a dated report with the Compliance Officer that
contains:

               1. the title (security description), number of shares and
               principal amount of each Reportable Security (i.e., securities
               other than U.S. government securities, bankers' acceptances, bank
               CD's, commercial paper, open-end mutual funds, etc.) in which you
               or any of your Family Members had any Beneficial Ownership when
               you became an Employee; and

               2. the name of each broker, dealer or bank with which you or any
               of your Family Members maintained a Covered Account (i.e., an
               account in which you or they had any Beneficial Ownership) when
               you became an Employee.

          B. QUARTERLY TRANSACTION REPORTS. Within ten (10) calendar days after
the end of each calendar quarter, you must file a dated report with the
Compliance Officer that:

               1. details all transactions in Reportable Securities in which you
               or any of your Family Members had any Beneficial Ownership during
               the quarter(6); and

               2. identifies any broker, dealer or bank with which you or any of
               your Family Members established a Covered Account during the
               quarter and the date the account was established.

          C. ANNUAL HOLDINGS REPORTS. Within thirty (30) calendar days after the
end of each calendar year, you must file a dated report with the Compliance
Officer that contains:

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(6)       This report shall include the date of the transaction, the title
          (security description), interest rate and maturity date, if
          applicable, the number of shares and the principal amount of each
          security, the nature of the transaction (i.e., purchase, sale or any
          other type of acquisition or disposition), the price at which the
          transaction was effected and the name of the broker, dealer or bank
          with or through which the transaction was effected.

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               1. the title (security description), number of shares and
               principal amount of each Reportable Security in which you or any
               of your Family Members had any Beneficial Ownership; and

               2. the name of each broker, dealer or bank with which you or any
               of your Family Members maintained a Covered Account.(7)

          D. EXCEPTIONS FROM THE REPORTING REQUIREMENTS. You are not required to
file reports in connection with any account over which you have no influence or
control. In addition, the Independent Trustees of the Funds are not required to
submit (i) Initial Holdings Reports; (ii) Quarterly Transactions Reports, except
when they knew or should have known that, during the 15-day period before or
after a securities transaction, the securities were purchased or sold by the
Funds or a purchase or sale of the securities was considered for the Funds, or
(iii) Annual Holdings Reports.

          E. DISCLAIMER. Any report required by this Code may contain a
statement that the report is not to be construed as an admission that the person
making the report has any Beneficial Ownership in the securities to which the
report relates.

V.        GENERAL PRINCIPLES

          THIS SECTION V APPLIES TO ALL EMPLOYEES, INCLUDING THE INDEPENDENT
          TRUSTEES.

          In addition to the Specific Restrictions set forth above, the Funds
and the Adviser shall be governed by the following principles and shall apply
them to its Employees as applicable:

          A. The interests of the Funds and the Funds' shareholders are
paramount and come before the interests of any Employee.

          B. Personal investing activities of all Employees shall be conducted
in a manner that shall avoid actual or potential conflicts of interest with the
Funds and the Funds' shareholders.

          C. Employees shall not use their positions, or investment
opportunities presented by virtue of such positions, to the detriment of the
Funds and the Funds' shareholders.

          D. It is recognized that all Employees owe a fiduciary duty to the
Funds and the Funds' shareholders. This means a duty of loyalty, fairness and
good faith, and a corresponding duty on the part of the Adviser not to do
anything prejudicial to or in conflict with the interests of the Funds.

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(7)       This information must be current within thirty (30) days as of the
          date the report is filed.

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          It is your responsibility to be aware of the rules, regulations and
policies that apply to you and to conduct business so as to avoid violations
thereof, any appearance of violations thereof or grounds for criticism. Your
personal trading must always be carried out in good judgment and good faith. All
possible situations cannot be covered by this Code and, under special
circumstances, exceptions may be appropriate.

VI.       LEGAL REQUIREMENT

          THIS SECTION VI APPLIES TO ALL EMPLOYEES, INCLUDING THE INDEPENDENT
          TRUSTEES.

          Rule 17j-l makes it unlawful for any Employee in connection with the
purchase and sale by such person of a security held or to be acquired(8) by the
Funds, including options and convertible securities:

          A. To employ any device, scheme or artifice to defraud the Funds;

          B. To make to the Funds any untrue statement of a material fact or
omit to state to the Funds a material fact necessary in order to make the
statements made, in light of the circumstances under which they are made, not
misleading;

          C. To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the Funds; or

          D. To engage in any manipulative practice with respect to the Funds.

          To assure compliance with these restrictions, the Funds and the
Adviser adopt and agree to be governed by the provisions contained in this Code
of Ethics.

VII.      ADMINISTRATION OF THE CODE

          THIS SECTION VII APPLIES TO ALL EMPLOYEES, INCLUDING THE INDEPENDENT
          TRUSTEES.

          A. All Employees are subject to this Code. The Compliance Officer
shall provide you with a copy of the Code and inform you of your reporting
obligations. Within thirty (30) days of becoming an Employee and the end of each
calendar year, you must certify to the Compliance Officer that you are aware of
your obligations under the Code and have complied with its requirements.

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(8)       Securities "held or to be acquired" include a) Reportable Securities
          which, within the most recent 15 days, (i) are or have been held by
          the Funds, or (ii) are being considered for purchase by the Funds; and
          b) options to purchase or sell, and any securities convertible into or
          exchangeable for, Reportable Securities.

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          B. The Compliance Officer shall implement a system to monitor your
investments and identify abusive or inappropriate practices. This system will
include review by appropriate personnel of all reports required by the Code. A
list of persons responsible for reviewing these reports will be kept by the
Compliance Officer in an easily accessible place. The Compliance Officer will
report on this system to the Board of Trustees at the Board's next meeting
following the system's design and thereafter in connection with the Board of
Trustees' annual consideration of this Code.

          C. The Chairman or President also will report to the Board of Trustees
at each meeting regarding the following matters not previously reported: (i)
securities transactions in violation of this Code (and any sanctions imposed in
response thereto); (ii) apparent violations of the reporting requirements (and
any sanctions imposed in response thereto); and (iii) the results of monitoring
of personal investment activities of Employees. The Chairman or President does
not have to make this report if he or she finds that no material violation has
occurred; if so, a written memorandum of these findings must be filed with the
reports made pursuant to this Code.

          D. At least annually, the Adviser and the Funds shall furnish to the
Board of Trustees a written report that (i) describes any issues arising under
this Code since the last report to the Board of Trustees, including material
violations and sanctions imposed in response thereto; and (ii) certifies that
each of the Adviser and the Funds has adopted reasonable procedures to prevent
violations of this Code.

          E. The Board of Trustees shall consider the reports made available to
it and may, in its discretion, impose, or recommend that the Adviser impose,
sanctions on those who violate the Code. These sanctions may be in addition to
the sanctions referred to above.

          F. The Board of Trustees (including a majority of the Independent
Trustees) and the Adviser shall approve this Code based on a determination that
the Code contains provisions reasonably necessary to prevent Employees from
engaging in any conduct prohibited by Rule 17j-1. The Board shall approve the
code of ethics of any other investment adviser to the Funds prior to retaining
its services. In addition, the Board must approve all material changes to this
Code, or to the code of such other adviser, within six (6) months of the
adoption of the material change.

          G. This Code and any related procedures, a copy of each report or
duplicate statement required hereunder, any written report or memorandum
required hereunder, and lists of all persons required to make reports hereunder
shall be preserved with each Fund's records for the period required by Rule
17j-l (generally, five (5) years).

VIII.     DEFINITIONS

          THIS SECTION VIII APPLIES TO ALL EMPLOYEES, INCLUDING THE INDEPENDENT
          TRUSTEES.

          As used herein:

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          A.   "Adviser" means Hambrecht & Quist Capital Management LLC.

          B.   "Beneficial Ownership" generally means having a direct or
indirect pecuniary interest in a security and is legally defined to be
Beneficial Ownership as used in Rule 16a-1(a)(2) under Section 16 of the
Securities Exchange Act of 1934. Beneficial Ownership is presumed regarding
securities and accounts held in the name of a spouse or any other family member
living in the same household as you. Beneficial Ownership also extends to
transactions by entities over which a person has ownership, voting or investment
control, including corporations (and similar entities), trusts and foundations.

          C.   "Board" or "Board of Trustees" means the Board of Trustees of the
Funds.

          D.   "Chief Investment Officer" and "Compliance Officer" each shall
mean the person appointed as such by the President of the Adviser.

          E.   "Control" has the same meaning as in Section 2(a)(9) of the
Investment Company Act of 1940, as amended. Generally, this means the power to
exercise a controlling influence over the management or policies of a company,
unless the power is solely the result of an official position with the company.
Any person who owns beneficially, either directly or through one or more
controlled companies, more than 25% of the voting securities of a company shall
be presumed to control the company.

          F.   "Covered Account" means an account in which you or any of your
Family Members have any Beneficial Ownership in Reportable Securities.

          G.   An "Employee" is (1) each director, trustee, officer or employee
of the Funds or the Adviser; and (2) any natural person in a Control
relationship to the Funds or the Adviser (or any employee of any company in a
Control relationship to the Funds or the Adviser) who obtains information
concerning recommendations made to the Funds with regard to the purchase or sale
of Reportable Securities by the Funds.

          H.   "Family Member" means your spouse or any other family member
living in the same house as you.

          I.   "Funds" means together H&Q Healthcare Investors and H&Q Life
Sciences Investors.

          J.   "Independent Trustee" means any trustee of the Funds who is not
an "interested person" of the Funds as that term is defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended. Generally, an "interested
person" of the Funds means a person who is affiliated with the Adviser because
of his or her employment by the Adviser or holding office with the Funds.

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          K.   A "Private Placement" includes any offering that is exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) or
Section 4(6), or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.

          L.   "Reportable Security" includes any security other than debt
securities issued or guaranteed by the U.S. Government or its agencies, bankers'
acceptances, bank certificates of deposit, commercial paper, high quality
short-term debt instruments (including repurchase agreements), and shares issued
by open-end investment companies.

          M.   "Rule 17j-1" means Rule 17j-1 under the Investment Company Act of
1940, as amended.


          Dated:  February 19, 2003

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