Drinker Biddle & Reath LLP

One Logan Square, Suite 2000

Philadelphia, PA 19103

(215) 988-2700 (Phone)

(215) 988-2757 (Facsimile)

www.drinkerbiddle.com

December 18, 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 Proxy Materials

(1940 Act Registration No. 811-22251)           

Ladies and Gentlemen:

Enclosed for filing pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended, please find the Fund’s Definitive Proxy Statement, Notice of Special Meeting of Members and Form of Proxy (collectively, the “Proxy Materials”). These Proxy Materials are being filed in connection with a special meeting of members of the Fund being held: (1) to elect seven nominees to the Board of Managers of the Fund; and (2) to approve an investment advisory agreement between Scotland Acquisition, LLC d/b/a Hatteras Funds, LLC and the Fund.

Questions and comments concerning the enclosed materials may be directed to me at (215) 988-2902.

Sincerely,

/s/ John P. Foley

John P. Foley