Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103
(215) 988-2700 (Phone)
(215) 988-2757 (Facsimile)
www.drinkerbiddle.com
December 10, 2013
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Hatteras VC Co-Investment Fund II (the “Fund”)
Definitive Additional Soliciting Materials
(1940 Act Registration No. 811-22251)
Ladies and Gentlemen:
Enclosed for filing pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended, please find a definitive copy of soliciting material of the Fund (the “Soliciting Material”). The Soliciting Material will be transmitted to financial professionals beginning on December 10, 2013 in connection with a Special Meeting of Members expected to be held on January 21, 2014. A preliminary proxy statement was filed with the Securities and Exchange Commission on December 4, 2013.
Questions and comments concerning the enclosed materials may be directed to me at (215) 988-2902.
| Sincerely, |
| /s/ John P. Foley |
| John P. Foley |