Securities and Exchange Act of 1934 — Section 14(a) and Rule 14a-8(i)(11)
Omission of Shareholder Proposal Pursuant to Rule 14a-8 for H&Q Life Sciences Investors

March 24, 2011

Response of the Office of Disclosure and Review
Division Of Investment Management

Joseph R. Fleming, Esq.
Dechert LLP
200 Clarendon Street, 27th Floor
Boston, MA 02116-5021

Re: Omission of Shareholder Proposal Pursuant to Rule 14a-8 for H&Q Life Sciences Investors.

Dear Mr. Fleming:

In a letter dated February 17, 2011, on behalf of H&Q Life Sciences Investors (the “Fund”), you request confirmation from the staff of the Division of Investment Management that it would not recommend an enforcement action to the Securities and Exchange Commission if a shareholder proposal (“Proposal”) submitted by a shareholder of the Fund (“Proponent”) described in your letter is omitted from the proxy statement and form of proxy (the “Proxy Materials”) for the Fund’s 2011 Annual Meeting of Shareholders. The Proposal states, in relevant part:

RESOLVED, shareholders of H&Q Life Sciences Investors (“HQL”) hereby request that the Board of Directors of HQL (the “Board”) take the necessary steps to declassify the Board so that all directors are elected on an annual basis. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.

You request our assurances that we would not recommend enforcement action if the Fund omits the Proposal from the Proxy Materials pursuant to Rule 14a-8(i)(11) under the Securities Exchange Act of 1934, as the Proposal substantially duplicates another proposal previously submitted to the Fund by another proponent that will be included in the Proxy Materials.

We have considered your request, and there appears to be some basis for your view that the Fund may exclude the Proposal from the Proxy Materials under Rule 14a-8(i)(11) as substantially duplicative of a previously submitted proposal that the Fund has agreed to include in its Proxy Materials. In this regard, we note your representation that the other proposal was previously submitted to the Fund by another proponent. Accordingly, we will not recommend enforcement action to the Commission if the Fund omits the Proposal from its Proxy Materials in reliance on Rule 14a-8(i)(11).

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please call me at (202) 551-6773.

Attachment

cc: Western Investment LLC
Olshan Grundman Frome Rosenzweig & Wolosky LLP

Incoming Letter

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The Incoming Letter is in Acrobat format.