UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION
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HATTERAS VC CO-INVESTMENT FUND II, LLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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IMPORTANT NOTICE

REGARDING YOUR INVESTMENT

HATTERAS VC CO-INVESTMENT FUND II, LLC

8540 COLONNADE CENTER DRIVE / SUITE 401 / RALEIGH, NC 27615-3052

January 10, 2014

Dear Hatteras Funds Investor:

The Board of your Hatteras Fund has sent you detailed information regarding the upcoming Special Meeting to ask for your vote on important proposals affecting your Fund.  The Special Meeting is scheduled to be held on January 21, 2014 at the Fund’s offices at 8540 Colonnade Center Drive, Suite 401, Raleigh, NC 27615 at 9:00 AM Eastern Time.

Detailed information about the Special Meeting and the proposals can be found in the proxy statement.  To view the proxy material electronically please log on to www.proxyonline.com by using your control number found on the proxy ballot.  To simplify matters we have included another copy of the proxy ballot for your review and convenience.  Should you have any questions regarding the proposals or to vote your shares, please call 1 (800) 591-8238.

THE FUND’S RECORDS INDICATE THAT YOU HAVE NOT VOTED.  PLEASE TAKE A MOMENT NOW TO CAST YOUR VOTE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE SPECIAL MEETING.

Voting is easy. Please take a moment now to cast your vote using one of the options listed below:

	1.	Vote by Mail. Simply cast your vote by signing, dating and mailing the enclosed proxy ballot in the postage-prepaid return envelope provided.
	2.	Vote via the Internet. Simply visit www.proxyonline.com and enter your control number found on the enclosed proxy ballot.
	3.	Vote by Phone. Simply dial toll-free 1 (888) 227-9349. Please have this proxy ballot available at the time of the call.
	4.	Vote by Phone with a live operator.  Simply dial toll-free 1 (800) 591-8238. Please have the proxy ballot available at the time of the call.

Thank you in advance for your participation.