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<SEC-DOCUMENT>0000805267-09-000008.txt : 20091125
<SEC-HEADER>0000805267-09-000008.hdr.sgml : 20091125
<ACCEPTANCE-DATETIME>20091125130004
ACCESSION NUMBER:		0000805267-09-000008
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20090930
FILED AS OF DATE:		20091125
DATE AS OF CHANGE:		20091125
EFFECTIVENESS DATE:		20091125

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			H&Q HEALTHCARE INVESTORS
		CENTRAL INDEX KEY:			0000805267
		IRS NUMBER:				046564285
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04889
		FILM NUMBER:		091207397

	BUSINESS ADDRESS:	
		STREET 1:		2 LIBERTY SQUARE
		STREET 2:		9TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109
		BUSINESS PHONE:		6175740537

	MAIL ADDRESS:	
		STREET 1:		2 LIBERTY SQUARE
		STREET 2:		9TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>ANSWER FILE
<TEXT>
<PAGE>      PAGE  1
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020 B000001 13-3769702
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020 A000002 GOLDMAN SACHS & CO.
020 B000002 13-3175029
020 C000002     63
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020 B000003 04-2785576
020 C000003     58
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020 B000008 06-1031656
020 C000008     29
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020 B000009 95-2622900
020 C000009     26
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020 B000010 13-5659485
020 C000010     22
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022 B000002 13-5266470
022 C000002    162987
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022 A000003 DEUTSCHE BANK
022 B000003 13-2730828
022 C000003     54689
022 D000003         0
022 A000004 OMRIX BIOPHARMACEUTICALS, INC.
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022 C000005         0
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<PAGE>      PAGE  3
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022 C000006         0
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022 B000007 13-2741729
022 C000007      3207
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022 A000008 PAYLON MEDICAL
022 C000008      2950
022 D000008         0
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022 C000009      2065
022 D000009         0
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022 B000010 95-2622900
022 C000010       367
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SIGNATURE   LAURA WOODWARD
TITLE       TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>nsarlett.txt
<DESCRIPTION>REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
<TEXT>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of HandQ Healthcare
Investors:

In planning and performing our audits of the financial statements
of HandQ Healthcare Investors (the Fund) as of and for the year
ended September 30, 2009 in accordance with the standards of the
Public Company Accounting Oversight Board (United States), we
considered the Funds internal control over financial reporting,
including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the
requirements of Form N-SAR, but not for the purpose of expressing
an opinion on the effectiveness of the Funds internal control
over financial reporting. Accordingly, we express no such
opinion.

The management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls. A funds internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A
funds internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the fund; (2)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that receipts and expenditures of the fund are being made only in
accordance with authorizations of management and directors of the
fund; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or
disposition of a funds assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a
timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of the Funds annual or interim financial
statements will not be prevented or detected on a timely basis.

Our consideration of the Funds internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under
standards established by the Public Company Accounting Oversight
Board (United States). However, we noted no deficiencies in the
Funds internal control over financial reporting and its
operation, including controls over safeguarding securities, that
we consider to be a material weakness, as defined above, as of
September 30, 2009.

This report is intended solely for the information and use of
management and the Board of Trustees of HandQ Healthcare Investors
and the Securities and Exchange Commission and is not intended to
be and should not be used by anyone other than these specified
parties.

Deloitte and Touche LLP
Boston, Massachusetts
November 23, 2009


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>hqhshmtg.txt
<DESCRIPTION>ANNUAL MEETING REPORT
<TEXT>

HandQ Healthcare Investors
N-SAR Exhibit


ANNUAL MEETING REPORT

An Annual Meeting of Shareholders was held on June 11, 2009.
Shareholders voted to elect three Trustees of the Fund to hold
office for a term of three years or until their respective
successors shall have been duly elected and qualified.  The
following votes were cast with respect to each of the nominees:

                             For              Withheld
Lawrence S. Lewin            21,711,153         898,447
Daniel R. Omstead, Ph.D.     21,732,236         877,364
Uwe E. Reinhardt, Ph.D.      17,937,814       4,671,786

The nominees were elected to serve until the 2012 Annual Meeting.
Trustees serving until the 2010 Annual Meeting are Robert P.
Mack, M.D., Eric Oddleifson and Oleg Pohotsky.  Trustees serving
until the 2011 Annual Meeting are Rakesh K. Jain, Ph.D. and Lucinda
H. Stebbins, CPA.

Shareholders ratified the appointment of Deloitte and Touche LLP
as the independent registered public accountants of the Fund for
the fiscal year ending September 30, 2009 by the following votes:

For               Against           Abstain
21,143,424        285,399           180,777



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>hqhiaa71.txt
<DESCRIPTION>INVESTMENT ADVISORY AGREEMENT
<TEXT>
HandQ HEALTHCARE INVESTORS
INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT, dated as of July 1 2009 between
HandQ HEALTHCARE INVESTORS, a Massachusetts business trust (the Fund),
and HAMBRECHT and QUIST CAPITAL MANAGEMENT LLC, a Delaware limited
liability company (the Investment Adviser),
W I T N E S S E T H:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1.   Services To Be Rendered by the Investment Adviser to the Fund.
Subject to the supervision and direction of the Board of Trustees of
the Fund, the Investment Adviser will:
a.   act in strict conformity with the Funds Declaration of Trust, the
Investment Company Act of 1940 (the 1940 Act) and the Investment
Advisers Act of 1940, as the same may from time to time be amended;
b.   manage the portfolio in accordance with the Funds investment
objective and policies as stated in the Funds Prospectus;
c.   make investment decisions for the Fund;
d.   place purchase and sale orders for portfolio transactions for the
Fund;
e.   supply the Fund with office facilities (which may be in the
Investment Advisers own offices), statistical and research data, data
processing services, clerical, internal executive and administrative
services, and stationery and office supplies;
f.   supply or direct and supervise a third party administrator or
custodian in the provision to the Fund of accounting and bookkeeping
services, the calculation of the net asset value of shares of the Fund,
internal auditing services, and other clerical services in connection
therewith; and
g.   prepare or supervise and direct a third party administrator or
custodian in the preparation of reports to shareholders of the Fund,
tax returns and reports to and filings with the Securities and Exchange
Commission (SEC) and state Blue Sky authorities.
In providing these services, the Investment Adviser will provide
investment research and supervision of the Funds investments and
conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Funds assets.  In addition,
the Investment Adviser will furnish the Fund with whatever
statistical information the Fund may reasonably request with respect
to the securities that the Fund may hold or contemplate purchasing.

2.   Brokerage.
In executing transactions for the Fund and selecting brokers or dealers
(which brokers or dealers may include any affiliate of the Investment
Adviser to the extent permitted by the 1940 Act) the Investment Adviser
will use its best efforts to obtain the best price and execution for
the Fund.  In assessing the best price and execution available for any
portfolio transaction, the Investment Adviser will consider all factors
it deems relevant including, but not limited to, price (including any
applicable brokerage commission or dealer spread), size of order,
difficulty of execution, and operational facilities of the firm
involved and the firms risk in positioning a block of securities.  In
selecting brokers or dealers to execute a particular transaction and in
evaluating the best price and execution available, the Investment
Adviser may consider the brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of
1934 (the Exchange Act)) provided to the Fund and/or other accounts
over which the Investment Adviser exercises investment discretion.  It
is understood that such services may be useful to the Investment
Adviser in connection with its services to other clients.
On occasions when the Investment Adviser deems the purchase or sale of
a security to be in the best interest of the Fund as well as other
clients, the Investment Adviser, to the extent permitted by applicable
laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be sold or purchased in order to obtain the
most favorable price or lower brokerage commissions and efficient
execution.  In such event, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be made
by the Investment Adviser in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to the Fund and
to such other clients.
3.   Other Agreements; Use of Name, Etc.
It is understood that any of the shareholders, Trustees, officers,
agents and employees of the Fund may be a shareholder, director,
officer, agent or employee of or be otherwise interested in the
Investment Adviser and in any affiliate thereof with the Investment
Adviser and that the Investment Adviser and any affiliate thereof with
the Investment Adviser may have an interest in the Fund.  It is also
understood that the Investment Adviser and persons affiliated with the
Investment Adviser have and may have advisory, management, service or
other contracts with other organizations and persons, and may have
other interests and businesses and that the Fund shall have no interest
in the profits or opportunities derived from the same, that the
Investment Adviser may give advice and take action in the performance
of its duties with respect to such other clients that may differ from
advice given on the timing or nature of action taken with respect to
the Fund.  Nothing in this Agreement shall be deemed to confer upon the
Investment Adviser any obligation to acquire for the account of the
Fund a position in any security that the Investment Adviser or any
affiliate thereof may acquire for its own account or for the account of
any other client, if in the sole and absolute discretion of the
Investment Adviser it is not for any reason practical or desirable to
acquire a position in such security for the Funds account.
The Investment Adviser shall authorize and permit any of its officers,
directors and employees who may be elected as Trustees or officers of
the Fund to serve in the capacities in which they are elected.
Services to be furnished by the Investment Adviser under this Agreement
may be furnished through the medium of any of such officers, directors
or employees.
The Fund acknowledges that the Investment Advisers use of the term
HandQ is pursuant to a written license agreement (the License
Agreement), a copy of which the Investment Adviser has provided to the
Fund.  The Fund further acknowledges that under the License Agreement
the Investment Adviser may sublicense the term HandQ to a fund for
which it serves as investment adviser, for use as part of the funds
name, pursuant to a written sublicense agreement that (a) is at least
as protective of the rights of the licensor under the License Agreement
as the License Agreement and (b) does not permit the fund to sub-
sublicense the term HandQ.  The Fund agrees that its right to use the
term HandQ is subject in all respects to the terms of the License
Agreement.  The Fund further agrees that if the License Agreement
terminates for any reason, or if the Investment Adviser ceases to act
as investment adviser to the Fund, the Funds sublicense to use the term
HandQ as part of its name will terminate, at which time the Fund will
take all necessary action to change its name to a name not including
such term.
4.   Compensation.
The Fund will pay to the Investment Adviser as compensation for the
Investment Advisers services rendered a fee, computed monthly, equal
when annualized to (1) 2.5% of the average net assets for such month of
its venture capital and other restricted securities constituting up to
25% of net assets and (2) the percentage that corresponds to the fee
table below of the average net assets for such month of all other
assets (Other Assets); provided that in no event shall such monthly fee
when annualized exceed 1.36% of the average net assets of the Fund for
such month.
   Annualized
Value of Other Assets      Fee Rate
$250,000,000 or less   0.98%
$250,000,001 to $500,000,000   0.88%
$500,000,001 to $1,000,000,000   0.80%
In excess of $1,000,000,000   0.7%


For purposes of this section, average net assets for any month shall be
equal to the average of the net asset value of the appropriate assets
at the last business day of such month and the net asset value of the
appropriate assets at the last business day of the prior month.  In
determining average net assets for purposes of clauses (1) and (2)
above, liabilities and expenses of the Fund shall be allocated pro rata
based on the ratio that the assets referred to in each clause bear to
the total assets of the Fund.  Such fee shall be payable for each month
within five business days after the end of such month.
For purposes of this Section 4, venture capital and other restricted
securities shall be securities of issuers for which no market
quotations are readily available and securities of companies for which
market quotations are readily available but which are subject to legal
or contractual restrictions on resale.  Securities of companies for
which public information is available but as to sale of which the safe
harbor provided by Rule 144(k) is not available shall be considered to
be subject to legal or contractual restrictions on resale.
In the event that expenses of the Fund for any fiscal year should
exceed the expense limitation on investment company expenses imposed by
any statute or regulatory authority of any jurisdiction in which shares
of the Fund are qualified for offer and sale, the compensation due the
Investment Adviser for such fiscal year shall be reduced by the amount
of such excess by a reduction or refund thereof.  In the event that the
expenses of the Fund exceed any expense limitation which the Investment
Adviser may, by written notice to the Fund, voluntarily declare to be
effective subject to such terms and conditions as the Investment
Adviser may prescribe in such notice, the compensation due the
Investment Adviser shall be reduced and if necessary the Investment
Adviser shall assume expenses of the Fund, to the extent required by
such expense limitation.  In no event shall the provisions of this
Section 4 require the Investment Adviser to reduce its fee if not so
required by an applicable statute or regulatory authority.
If the Investment Adviser shall serve for less than the whole of a
month, the foregoing compensation shall be pro rated.
5.   Expenses.
The Investment Adviser will bear all expenses in connection with the
performance of its services under this Agreement, including
compensation of and office space for officers and employees of the Fund
connected with investment and economic research, trading and investment
management of the Fund, as well as the fees of all Trustees of the Fund
who are affiliated persons of the Investment Adviser, as that term is
defined in the 1940 Act, or any of its affiliated persons.
The Fund shall pay (or, in the event that such expenses are paid by the
Investment Adviser, shall reimburse the Investment Adviser for) all
other expenses incurred in the organization and operation of the Fund
including, among other things, expenses for legal and auditing
services, costs of printing proxy statements, prospectuses, stock
certificates and shareholder reports, charges of the custodian, any
sub-custodian and transfer agent, expenses in connection with the
Dividend Reinvestment and Cash Purchase Plan, SEC and National
Association of Securities Dealers, Inc. fees, fees and expenses of the
Trustees who are not affiliated persons of the Investment Adviser or
any of its affiliated persons, accounting and valuation costs,
administrators fees, membership fees in trade associations, fidelity
bond coverage for the Funds officers and employees, errors and
omissions insurance coverage for Trustees and officers, interest,
brokerage costs, taxes, stock exchange listing fees and expenses,
expenses of qualifying the Funds shares for sale in various states,
expenses associated with personnel performing exclusively shareholder
servicing functions, certain other organization expenses, litigation
and other extraordinary or non-recurring expenses, and other expenses
properly payable by the Fund.
6.   Assignment Terminates This Agreement; Amendments of This
Agreement.
This Agreement shall automatically terminate, without the payment of
any penalty in the event of its assignment, and this Agreement shall
not be amended unless such amendment is approved at a meeting by the
affirmative vote of a majority of the outstanding shares of the Fund,
and by vote cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trustees of the Fund who
are not interested persons of the Fund or of the Investment Adviser.
7.   Effective Period and Termination of This Agreement.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect continuously thereafter (unless
terminated automatically as set forth in Section 6) until terminated as
follows:
a.   Either party hereto may at any time terminate this Agreement by
not less than thirty (30) days nor more than sixty (60) days written
notice delivered or mailed by registered mail, postage prepaid, to the
other party;
b.   If (i) the Trustees of the Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of the Fund
and (ii) a majority of the Trustees of the Fund who are not interested
persons of the Fund or of the Investment Adviser, by vote cast in
person at a meeting called for the purpose of voting on such approval,
do not specifically approve at least annually the continuance of this
Agreement, then this Agreement shall automatically terminate at the
close of business on June 30, 2010 or the expiration of one year from
the effective date of the last such continuance, whichever is later; or
Action by the Fund under (a) above may be taken either by (i) vote of a
majority of its Trustees, or (ii) by the affirmative vote of a majority
of the outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 7 shall be
without the payment of any penalty.
8.   Certain Definitions.
For the purposes of this Agreement, the affirmative vote of a majority
of outstanding shares of the Fund means the affirmative vote, at a duly
called and held meeting of shareholders of the Fund, (a) of the holders
of 67% or more of the shares of the Fund present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more
than 50% of the outstanding shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders of
more than 50% of the outstanding shares of the Fund entitled to vote at
such meeting, whichever is less.
For the purposes of this Agreement, the terms affiliated person,
control, interested person and assignment shall have their respective
meanings as defined in the 1940 Act and the Rules and Regulations
thereunder, subject, however to such exemptions as may be granted by
the SEC under said Act; the term specifically approve at least annually
shall be construed in a manner consistent with the 1940 Act and the
Rules and Regulations thereunder; and the term brokerage and research
services shall have the meaning given in the Exchange Act and the Rules
and Regulations thereunder.
9.   Non-liability of the Investment Adviser.
The Investment Adviser shall not be held responsible for any loss
incurred by any act or omission of any broker.  The Investment Adviser
also shall not be liable to the Fund or to any shareholder of the Fund
for any error or judgment or for any loss suffered by the Fund in
connection with rendering services hereunder except (a) a loss
resulting from a breach of fiduciary duty with respect to the receipt
of compensation for services (in which case any award of damages shall
be limited to the period and the amount set forth in Section 36(b)(3)
of the 1940 Act) or (b) a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Investment Adviser, or
reckless disregard of its obligations and duties hereunder.  Subject to
the foregoing, the Fund also shall indemnify the Investment Adviser,
and any officer, director and employee thereof to the maximum extent
permitted by Article V of the Funds Declaration of Trust.
10.   Limitation of Liability of the Trustees and Shareholders.
A copy of the Declaration of Trust of the Fund is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the
Fund as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the
Fund.
11.   Furnishing of Materials.
During the term of this Agreement, the Fund agrees to furnish the
Investment Adviser at its principal executive office all prospectuses,
proxy statements, report to shareholders, sales literature, or other
material prepared for distribution to shareholders of the Fund or the
public, which refer to the Investment Adviser in any way, prior to use
thereof and not to use such material if the Investment Adviser
reasonably objects in writing within five business days (or such other
time as may be mutually agreed) after receipt thereof.  In the event of
termination of this Agreement, the Fund will continue to furnish to the
Investment Adviser copies of any of the above-mentioned materials which
refer in any way to the Investment Adviser.  The Fund shall furnish or
otherwise make available to the Investment Adviser such other
information relating to the business affairs of the Fund as the
Investment Adviser at any time, or from time to time, reasonably
requests in order to discharge its obligations hereunder.
12.   Governing Law.
This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, HandQ Healthcare Investors and the Investment
Adviser have each caused this instrument to be signed in duplicate on
its behalf by its President or other officer thereunto duly authorized,
all as of the date first hereinabove written.
HandQ HEALTHCARE INVESTORS
By: /s/ Daniel R. Omstead

Title: President, HandQ Healthcare Investors

HAMBRECHT and QUIST CAPITAL MANAGEMENT LLC


By: /s/ Daniel R. Omstead
Title: President, Hambrecht and Quist Capital Management LLC

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q2 ITEM 405
<SEQUENCE>5
<FILENAME>se1677q2.txt
<DESCRIPTION>REGARDING FORM 3
<TEXT>

HandQ Healthcare Investors
N-SAR Exhibit


77Q2: Betty Chang filed one late Form 3 report with no transactions.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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