H&Q HEALTHCARE INVESTORS

Amendment to Declaration of Trust

Notice of Change of Trustee

WHEREAS, at a meeting of the shareholders of H&Q Healthcare Investors (“The Fund”), the shareholders of the Fund elected Dr. Rakesh K. Jain as Trustee to the Fund, effective upon his written acceptance and agreement to be bound by the terms of the Declaration of Trust of the Fund, dated and filed with the Secretary of State of the Commonwealth of Massachusetts on October 31, 1986, as amended;

NOW, THEREFORE, as a result of the foregoing Trustee’s election, the eight Trustees of the H&Q Healthcare Investors are:

Rakesh K. Jain, Ph.D.	30 Rowes Wharf, 4th Floor
	Boston, MA  02110
Lawrence S. Lewin	30 Rowes Wharf, 4th Floor
	Boston, MA 02110
Robert P. Mack, M.D.	30 Rowes Wharf, 4th Floor
	Boston, MA 02110
Eric Oddleifson	30 Rowes Wharf, 4th Floor
	Boston, MA 02110
Daniel R. Omstead, Ph.D.	30 Rowes Wharf, 4th Floor
	Boston, MA 02110
Oleg M. Pohotsky	30 Rowes Wharf, 4th Floor
	Boston, MA 02110
Uwe F. Reinhardt, Ph.D.	30 Rowes Wharf, 4th Floor
	Boston, MA 02110
Lucinda H. Stebbins	30 Rowes Wharf, 4th Floor
	Boston, MA 02110

IN WITNESS WHEREOF, this Notice has been subscribed this 2nd day of July, 2007, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

Carolyn Haley, Secretary