January 10, 2014
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”) |
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| Proxy Soliciting Material |
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| (1940 Act Registration No. 811-22251) |
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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 shareholders who have not yet voted in connection with a Special Meeting of Partners expected to be held on January 21, 2014.
Questions and comments concerning the enclosed materials may be directed to me at (414) 299-2142.
Sincerely, |
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/s/ Benjamin D. Schmidt |
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Benjamin D, Schmidt |
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Assistant Vice President, Fund Administration |
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