FORUM FUNDS II
INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of December 26, 2013, by and between Forum Funds II, a Delaware statutory trust, with its principal office and place of business at Three Canal Plaza, Suite 600, Portland, Maine 04101 (the " Trust "), and CVR Portfolio Funds LLC, a Delaware limited liability company with its principal office and place of business at 10 High Street, 3rd Floor, Boston, MA 02110 (the "Adviser")

W I T N E S S E T H :

WHEREAS , the Trust is registered under the Investment Company Act of 1940, as amended (the " 1940 Act "), as an open-end, management investment company and may issue its shares of beneficial interest, no par value (the " Shares "), in separate series; and

WHEREAS, the Trust desires that the Adviser perform investment advisory services for each series of the Trust listed in Appendix A hereto, as may be amended from time to time (each a " Fund "), and the Adviser is willing to provide those services on the terms and conditions set forth in this Agreement;

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound, the Trust and the Adviser hereby agree as follows:

SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS

(a) The Trust hereby employs the Adviser, subject to the supervision of the Board of Trustees of the Trust (the " Board "), to manage the investment and reinvestment of the assets in the Fund and to provide other services as specified herein. The Adviser accepts this employment and agrees to render its services for the compensation set forth herein.

(b) In connection therewith, the Trust shall deliver to the Adviser copies of: (i) the Trust's Trust Instrument; (ii) the Trust's Registration Statement and all amendments thereto with respect to the Fund filed with the U.S. Securities and Exchange Commission (" SEC ") pursuant to the Securities Act of 1933, as amended (the "1933"), or the 1940 Act (the " Registration Statement "); (iii) the Trust's current Prospectuses and Statements of Additional Information of the Fund (collectively, as currently in effect and as amended or supplemented, the " Prospectus "); (iv) each plan of distribution or similar documents adopted by the Trust on behalf of the Fund under Rule 12b-1 of the 1940 Act and each current shareholder service plan or similar document adopted by the Trust on behalf of the Fund; and (v) all written policies and procedures adopted by the Trust with respect to the Fund that are relevant to the services provided by the Adviser ( e.g., repurchase agreement procedures, Rule 17a-7 Procedures and Rule 17e-1 Procedures), and shall promptly furnish the Adviser with all amendments of or supplements to the foregoing. In addition, the Trust shall deliver to the Adviser: ( 1 ) a certified copy of the resolutions of the Board, including a majority of the Trustees who are not interested persons (as defined in the 1940 Act), appointing the Adviser and any subadviser and approving this Agreement and any

subadvisory agreement; ( 2 ) a certified copy of the resolution of the Fund's shareholder(s), if applicable, appointing the Adviser and each subadviser; ( 3 ) a copy of all proxy statements and related materials relating to the Fund; ( 4 ) a certified copy of the resolution of the Trust electing the officers of the Trust; and ( 5 ) any other documents, materials or information that the Adviser shall reasonably request to enable it to perform its duties pursuant to this Agreement. The Trust promptly furnish the Adviser with all amendments of or supplements to the foregoing except, in the case of item (5) the Trust shallprovide only those amendments or supplements requested.

(c) The Adviser has delivered to the Trust (i) a copy of its code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the " Code of Ethics "); (ii) a copy of its Certificate of Formation and Limited Liability Company Operating Agreement; (iii) a copy of its compliance manual adopted under Rule 206(4)-7 under the Investment Advisers Act of 1940 ("Advisers Act"); and (iv) a copy of its Form ADV Part 1 and, if applicable, Form ADV Part 2A as filed with the SEC and Part 2B. The Adviser shall promptly furnish the Trust with all amendments of or supplements to any of the foregoing. The Adviser shall also deliver to the Trust any other documents, materials or information that the Trust shall reasonably request.

SECTION 2. DUTIES OF THE TRUST

In order for the Adviser to perform the services required by this Agreement, the Trust: (i) shall cause all service providers to the Trust to furnish information to the Adviser and to assist the Adviser as may be required; and (ii) shall ensure that the Adviser has reasonable access to all records and documents maintained by the Trust or any service provider to the Trust.

SECTION 3. DUTIES OF THE ADVISER

Subject to the delegation of any of the following duties to one or more persons as permitted by Section 9 of this Agreement, the Adviser, at its own expense, shall render the following services to the Trust:

(a) The Adviser will make decisions with respect to all purchases and sales of securities and other investment assets and related liabilities on behalf of the Fund consistent with the Fund's investment objectives, policies and restrictions. To carry out such decisions, the Adviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities and other investments for the Fund, the Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, including voting with respect to securities owned by the Fund (by proxy or otherwise), subject to such proxy voting policies as approved by the Board. The Adviser shall keep confidential the Fund's holdings in accordance with the Fund's policy concerning the disclosure of such holdings. The Adviser also will treat confidentially and as proprietary information of the Trust all such records and other information relative to the Trust maintained by the Adviser, and will not use such records and information for any purpose other than

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performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, delayed or conditioned and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust; provided, however, that notwithstanding the foregoing, the Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Adviser;

Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the " 1934 Act "), the Adviser may allocate brokerage on behalf of the Fund to one or more broker-dealers who provide research services. Subject to compliance with Section 28(e), the Adviser may cause the Fund to pay to any broker-dealer that provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Adviser's overall responsibilities to the Fund or its other advisory clients. The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliated persons. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account.

(b) The Adviser will report to the Board at each meeting thereof as requested by the Board all material changes in the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Adviser, and on its own initiative, or as requested by the Board, will furnish the Board from time to time with such information as the Adviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Adviser will also furnish the Board with such statistical and analytical information with respect to investments of the Fund as the Adviser may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Fund, the Adviser shall comply with the directions and policies set from time to time by the Board as well as the limitations imposed by the Trust's or the Fund's policies and procedures, the Registration Statement, the 1940 Act, the 1933 Act, the 1934 Act, the Internal Revenue Code of 1986, as amended, and other applicable laws.

(c) The Adviser will from time to time employ or associate with such persons as the Adviser believes to be particularly fitted to assist in the execution of the Adviser's duties hereunder, the cost of performance of such duties to be borne and paid by the Adviser. No obligation may be incurred on the Trust's behalf in any such respect.

(d) The Adviser will report to the Board all matters related to the Adviser that are material to the Adviser's performance of this Agreement. The Adviser will notify the Trust as

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soon as reasonably practicable and, where possible, in advance of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Adviser.

(e) The Adviser shall maintain policies and procedures relating to the services it provides to the Trust that are reasonably designed to prevent, detect and correct violations of the federal securities laws as they relate to the Trust, and shall employ personnel to administer the policies and procedures who have the requisite level of skill and competence required to effectively discharge its responsibilities. The Adviser will keep the Board and the Trust's chief compliance officer ("CCO") informed of the individual responsible for administering the policies and procedures of the Adviser adopted pursuant to Rule 206(4)-7 under the Advisers Act. As a service provider to the Trust, the Adviser shall cooperate fully with the CCO in the execution of the CCO's responsibilities under Rule 38a-1 under the 1940 Act. The Adviser also shall provide, upon reasonable request, the CCO with periodic reports regarding its compliance with the federal securities laws, and shall promptly provide special reports in the event of any material violation of the federal securities laws. Upon the written request of the Trust, the Adviser shall permit the Trust or its representatives to examine the reports required to be made to the Adviser under the Code of Ethics.

(f) The Adviser will maintain records relating to its duties hereunder (including portfolio transactions and placing and allocation of brokerage orders) as are required to be maintained by the Trust under the 1940 Act and in accordance with the Advisers Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. The Adviser agrees that the books and records pertaining to the Trust and required to be maintained under the 1940 Act that are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives.

(g) The Adviser will cooperate with the Fund's independent public accountants and shall take reasonable action to make all necessary information available to those accountants for the performance of the accountants' duties.

(h) The Adviser will provide the Trust and the Fund's custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund's assets and liabilities as the Trust or the Fund's custodian and fund accountant may reasonably require, including, but not limited to, information required to be provided under the Trust's Portfolio Securities Valuation Procedures; provided, however, that the Adviser shall not be deemed to be the pricing agent for the Fund.

(i) In the performance of its duties under this Agreement the Adviser will (i) satisfy its fiduciary duties to the Trust, (ii) monitor the Fund's investments and (iii) comply with the provisions of the Trust's Trust Instrument, as amended from time to time, and the applicable tax

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and regulatory requirements. The Adviser will make its officers and employees available to the Trust from time to time at reasonable times to review investment policies of the Fund and to consult with regarding the investment affairs of the Fund.

SECTION 4. COMPENSATION; EXPENSES

(a) In consideration of the foregoing, the Trust shall pay the Adviser, with respect to the Fund, a fee at an annual rate as listed in Appendix A hereto. Such fees shall be accrued by the Trust daily and shall be payable monthly in arrears on the fifth business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Trust shall pay to the Adviser such compensation as shall be payable prior to the effective date of termination.

(b) The Adviser may reimburse expenses of the Fund or waive its fees to the extent necessary to maintain the Fund's expense ratio at an agreed-upon amount for a period of time as may be specified in a separate written agreement. The Adviser's reimbursement of the Fund's expenses shall be estimated and paid to the Trust monthly in arrears, at the same time as the Trust's payment to the Adviser for such month, if any, and the Adviser hereby authorizes the Trust, upon notice to the Adviser, to setoff any such payment against fees payable to the Adviser pursuant to Section 4(a) hereof.

(c) To the extent prohibited by law, no fee shall be payable hereunder with respect to that portion of Fund assets that are invested in any other account or fund for which the Adviser serves as investment adviser or subadviser and for which the Adviser already receives an advisory fee.

(d) The Trust shall be responsible for and assumes the obligation for payment of all Trust expenses not waived, assumed or agreed to be paid by the Adviser, including, but not limited to: (i) the fee payable under this Agreement; (ii) the fees payable to each administrator under an agreement between the administrator and the Trust; (iii) expenses of issue, repurchase and redemption of Shares; (iv) interest charges, taxes, brokerage fees and commissions, and dividends on short sales; (v) premiums of insurance for the Trust, its trustees and officers, and fidelity bond premiums; (vi) fees and expenses of third parties, including the Trust's independent public accountant, custodian, transfer agent, dividend disbursing agent and fund accountant; (vii) fees of pricing, interest, dividend, credit and other reporting services; (viii) costs of membership in trade associations; (ix) telecommunications expenses; (x) funds' transmission expenses; (xi) auditing, legal and compliance expenses; (xii) costs of forming the Trust and maintaining its existence; (xiii) costs of preparing, filing and printing the Trust's Prospectuses, subscription application forms and shareholder reports and other communications and delivering them to existing shareholders, whether of record or beneficial; (xiv) expenses of meetings of shareholders and proxy solicitations therefor; (xv) costs of maintaining books of original entry for portfolio and fund accounting and other required books and accounts, of calculating the net

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asset value of Shares and of preparing tax returns; (xvi) costs of reproduction, stationery, supplies and postage; (xvii) fees and expenses of the Trust's trustees and officers; (xviii) the costs of personnel (who may be employees of the Adviser, an administrator or their respective affiliated persons) performing services for the Trust; (xix) costs of Board, Board committee and other corporate meetings; (xx) SEC registration fees and related expenses; (xxi) state, territory or foreign securities laws registration fees and related expenses; and (xxii) all fees and expenses paid by the Trust in accordance with any distribution or service plan or agreement related to similar matters, except, in all such cases, expenses that are waived, assumed or agreed to be paid by the Adviser.

SECTION 5. STANDARD OF CARE; INDEMNITY

(a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund's shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser's duties or obligations under this Agreement or by reason of the Adviser's reckless disregard of its duties and obligations under this Agreement.

(b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser's providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board.

(c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a) , (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a) .

(d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the

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Adviser's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective with respect to a Fund as of the date specified in Appendix A hereto following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of such party, and (ii) if required by the 1940 Act, by a vote of a majority of the Fund's outstanding voting securities.

(b) This Agreement shall remain in effect with respect to a Fund for a period of two years from the date of its effectiveness with respect to that Fund and shall continue in effect for successive annual periods thereafter; provided, however, that such continuance is specifically approved at least annually: (i) by the Board or by the vote of a majority of the outstanding voting securities of the Fund, and, in either case; (ii) by a majority of the Trust's trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust); provided, however, that if the continuation of this Agreement is not approved as to a Fund, the Adviser may continue to render to that Fund the services described herein in the manner and to the extent permitted by applicable law.

(c) This Agreement may be terminated immediately by the Trust with respect to a Fund, without payment of any penalty, if the Board, in its discretion and having due regard to the protection of investors, finds that the services being rendered by the Adviser under this Agreement, fail in a material way to provide responsible management to the Fund or Funds as reasonably expected by an investment adviser registered under the Advisers Act.

(d) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty: (i) by the Board or by a vote of a majority of the outstanding voting securities of the Fund on 60 days' written notice to the Adviser; or (ii) by the Adviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately upon its assignment.

SECTION 7. ACTIVITIES OF THE ADVISER

Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the Adviser's right, or the right of any of the Adviser's directors, officers or employees to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other person.

SECTION 8. REPRESENTATIONS OF ADVISER.

The Adviser represents and warrants that it: (i) is registered as an investment adviser under the Advisers Act (and will continue to be so registered for so long as this Agreement remains in effect); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the

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services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (v) will promptly notify the Trust if the Adviser is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; (vi) will promptly notify the Trust of any material fact known to the Adviser respecting or relating to the Adviser that would make any written information provided to the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; (vii) will promptly notify the Trust if the Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a "material adverse change" shall include, but is not limited to, a material loss of assets or accounts under management or the departure (or threatened departure) of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality.

SECTION 9. SUBADVISERS

At its own expense, the Adviser may carry out any of its obligations under this Agreement by employing, subject to the direction and control of the Board, one or more persons who are registered as investment advisers pursuant to the Advisers Act or who are exempt from registration thereunder (" Subadvisers "). Each Subadviser's employment will be evidenced by a separate written agreement approved by the Board and, if required, by the shareholders of the applicable Fund. The Adviser shall not be liable hereunder for any act or omission of any Subadviser, except to exercise good faith in the employment of the Subadviser and except with respect to matters as to which the Adviser assumes responsibility in writing.

SECTION 10. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the shareholders of the Fund shall not be personally liable for any obligations of the Trust or of any Fund under this Agreement, and the Adviser agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Trust or Fund to which the Adviser's rights or claims relate in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of any Fund.

SECTION 11. RIGHTS TO NAME

If the Adviser ceases to act as investment adviser to the Trust or any Fund whose name includes the term "CVR" (the " Mark ") or if the Adviser requests in writing, the Trust shall take prompt action to change the name of the Trust or any such Fund to a name that does not include the Mark. The Adviser may from time to time make available without charge to the Trust for the Trust's use any marks or symbols owned by the Adviser, including marks or symbols containing the Mark or any variation thereof, as the Adviser deems appropriate. Upon the Adviser's request in writing, the Trust shall cease to use any such mark or symbol at any time. The Trust

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acknowledges that any rights in or to the Mark and any such marks or symbols that may exist on the date of this Agreement or arise hereafter are, and under any and all circumstances shall continue to be, the sole property of the Adviser. The Adviser may permit other parties, including other investment companies, to use the Mark in their names without the consent of the Trust. The Trust shall not use the Mark in conducting any business other than that of an investment company registered under the 1940 Act without the permission of the Adviser.

SECTION 12. MISCELLANEOUS

(a) Except as permitted by applicable law, no provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and, if required by the 1940 Act, by a vote of a majority of the outstanding voting securities of any Fund thereby affected.

(b) No amendment to this Agreement or the termination of this Agreement with respect to a Fund shall affect this Agreement as it pertains to any other Fund, nor shall any such amendment require the vote of the shareholders of any other Fund.

(c) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.

(d) This Agreement shall be construed, performed and enforced in accordance with, and governed by, the internal laws of the State of New York, without giving effect to the principles of conflicts of law thereof except Sections 5-1401 and 5-1402 of the New York General Obligations Law. Each of the parties hereto hereby irrevocably agrees that any action or proceeding against it seeking any remedy arising out of this Agreement or any of the transactions contemplated hereby shall be brought only in the United States District Court for the Southern District of New York (or, if such court does not have subject matter jurisdiction over such dispute, in the Supreme Court of the State of New York in and for the County of New York, preserving, however, all rights of removal to a federal court under 28 U.S.C. § 1441), and each party consents to service of process outside the territorial jurisdiction of any such court and will not assert the defense of lack of personal jurisdiction or forum non conveniens in response to any such action or seek to change venue from the forum in which any such action is initially commenced.

(e) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement between those parties with respect to the subject matter hereof, whether oral or written.

(f) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.

(g) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and

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enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.

(h) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. Words in the singular include the plural and in the plural include the singular. The words "including", "includes", "included" and "include", when used, are deemed to be followed by the words "without limitation." Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(i) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.

(j) Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund are separate and distinct from the assets and liabilities of each other Fund and each other series of the Trust and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund or any other series of the Trust, whether arising under this Agreement or otherwise.

(k) No affiliated person, employee, agent, director, officer or manager of the Adviser shall be liable at law or in equity for the Adviser's obligations under this Agreement.

(l) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

(m) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof and each party hereto warrants and represents that this Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

(n) The Adviser shall not use the name of the Trust or any Fund on any checks, bank drafts, bank statements or forms for other than internal use in a manner not approved by the Trust prior thereto in writing; provided however, that the approval of the Trust shall not be required for the use of the Trust's or Fund's name that merely refers in accurate and factual terms to the Trust or Fund in connection with Adviser's role hereunder or that is required by any appropriate regulatory, governmental or judicial authority; and further provided that in no event shall such approval be unreasonably withheld, delayed or conditioned.

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(o) Reference to any law is deemed to include the rules and regulations promulgated under or related to the law and any regulatory interpretations or exemptive relief or judicial or similar holdings related to the law.

(p) The provisions of Sections 5 , 6 , 10 , 11 and 12 shall survive any termination of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

FORUM FUNDS II

By: /s/ Stacey E. Hong
Stacey E. Hong
President

CVR PORTFOLIO FUNDS LLC

By: /s/ William Monaghan
By: William Monaghan
Title: Managing Member

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SUBADVISORY AGREEMENT
BETWEEN
CVR PORTFOLIO FUNDS LLC AND
SSARIS ADVISORS, LLC

AGREEMENT made as of the 30th day of December, 2013, by and between CVR Portfolio Funds LLC, a Delaware limited liability company with its principal office and place of business at 10 High Street, 3rd Floor, Boston, MA 02110 (the "Adviser") and SSARIS Advisors, LLC, a Delaware limited liability company with its principal office and place of business at 187 Danbury Road, Suite 2C, Courtside Building, Wilton, CT 06897 (the "Subadviser").

WHEREAS , Adviser has entered into an Investment Advisory Agreement dated the 27th day of December, 2013 ("Advisory Agreement") with Forum Funds II, a Delaware statutory trust, with its principal office and place of business at Three Canal Plaza, Suite 600, Portland, Maine 04101 (the "Trust");

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, management investment company and may issue its shares of beneficial interest, no par value, in separate series;

WHEREAS , pursuant to the Advisory Agreement, and subject to the direction and control of the Board of Trustees of the Trust (the "Board"), the Adviser acts as investment adviser for the series of the Trust listed on Appendix A hereto (the "Fund");

WHEREAS, it is intended that the Trust be a third-party beneficiary under this Agreement; and

WHEREAS , Adviser desires to retain the Subadviser to perform investment advisory services for the Fund for that portion, if any, of the Fund's assets that the Adviser allocates to the Subadviser from time to time on or after the date of this Agreement as set forth above ("Allocated Assets") and Subadviser is willing to provide such services on the terms and conditions set forth in this Agreement;

NOW THEREFORE , for and in consideration of the mutual covenants and agreements contained herein, the Adviser and the Subadviser hereby agree as follows:

SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS

(a) The Adviser hereby appoints Subadviser, subject to the direction and control of the Board and subject to the oversight of the Adviser, to manage the investment and reinvestment of Allocated Assets and to provide other services as specified herein. The Subadviser accepts this appointment and agrees to render its services for the compensation set forth herein. To the extent practical, the Adviser will seek to provide 30 days prior notice before any material reallocation of assets away from the Subadviser. The Subadviser shall discharge the foregoing responsibilities in compliance with the objectives, policies, and limitations for the Fund set forth

in the Trust's current registration statement as amended from time to time and applicable laws and regulations and in compliance with any guidelines set by the Adviser from time to time provided such guidelines also are in compliance with the foregoing.

(b) In connection therewith, the Adviser has delivered to the Subadviser copies of (i) the Trust's Trust Instrument, (ii) the Trust's Registration Statement and all amendments thereto filed with the U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the 1940 Act (the "Registration Statement"), (iii) the Trust's current Prospectuses and Statements of Additional Information for the Fund (collectively, as currently in effect and as amended or supplemented, the "Prospectus"), (iv) each plan of distribution or similar document adopted by the Trust on behalf of the Fund under Rule 12b-1 under the 1940 Act and each current shareholder service plan or similar document adopted by the Trust on behalf of the Fund; and (v) all policies and procedures adopted by the Trust with respect to the Fund ( e.g., repurchase agreement procedures, Rule 17a-7 Procedures and Rule 17e-1 Procedures), and shall promptly furnish the Subadviser with all amendments of or supplements to the foregoing. The Adviser shall deliver to the Subadviser: (1) a certified copy of the resolution of the Board, including a majority of the Trustees who are not interested persons (as defined in the 1940 Act) appointing the Adviser and Subadviser and approving the Trust's advisory agreement with the Adviser and this Agreement; (2) a certified copy of the resolution of the Fund's shareholder(s), if applicable, appointing the Adviser and Subadviser; (3) a copy of all applicable proxy statements and related materials relating to the Fund; and (4) a certified copy of the resolution from the Trust and/or the Adviser identifying the respective officers; and (5) any other documents, materials or information that the Subadviser shall reasonably request to enable it to perform its duties pursuant to this Agreement.

(c) The Subadviser has delivered to the Adviser and the Trust a copy of: its (i) Form ADV as most recently filed with the SEC and any applicable brochure supplements, (ii) code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the "Code") and (iii) its compliance program that meets the requirements of the federal securities laws. The Subadviser shall promptly furnish the Adviser and Trust with all amendments of or supplements to the foregoing.

SECTION 2. DUTIES OF THE ADVISER

In order for the Subadviser to perform the services required by this Agreement, the Adviser shall (i) cause all service providers to the Trust to furnish information to the Subadviser and assist the Subadviser as may be required; (ii) ensure that the Subadviser has reasonable access to all records and documents maintained by the Trust, the Adviser or any service provider to the Trust; and (iii) deliver to the Subadviser all materials it provides to the Board in accordance with the Advisory Agreement. In the event that this Agreement terminates and the Subadviser is no longer providing services with respect to the Allocated Assets, Adviser will manage those assets, unless another subadviser is hired to manage the assets.

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SECTION 3. DUTIES OF THE SUBADVISER

(a) The Subadviser will make decisions with respect to all purchases and sales of securities and other investment assets of the Allocated Assets. To carry out such decisions, the Subadviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to the Allocated Assets. In all purchases, sales and other transactions in securities and other investments in the Allocated Assets, the Subadviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, including voting of proxies with respect to securities owned by the Fund, subject to such proxy voting policies as approved by the Board and including entering into such agreements (such as, but not limited to futures or other derivatives) as is deemed necessary by Subadviser to manage the Allocated Assets. All such investments will conform to the Prospectus or other applicable guidelines. The Subadviser shall have no responsibility under this Agreement with respect to the management of assets of the Fund other than the Allocated Assets.

Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended ("1934 Act"), and applicable regulations and interpretations, the Subadviser, to the extent applicable, may allocate brokerage on behalf of the Fund to a broker-dealer who provides research services. Subject to compliance with Section 28(e), the Subadviser may cause the Fund to pay to a broker-dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Subadviser determines, in good faith, that such amount of commission is reasonable in relation to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Subadviser's overall responsibilities to the Fund or its other advisory clients. The Subadviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Subadviser or its affiliates. Whenever the Subadviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Subadviser, the Subadviser will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.

(b) The Subadviser will report to the Board at each meeting thereof as reasonably requested by the Adviser or the Board all material changes in the Allocated Assets of the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Subadviser, and on its own initiative, or as reasonably requested by the Adviser or the Board, will furnish the Board from time to time with such information as the Subadviser may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Subadviser will also furnish the Board with such statistical and analytical information with respect to investments of the Fund as the Subadviser may believe appropriate or as the Adviser or the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Fund, the

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Subadviser will comply with the directions and policies set from time to time by the Board as well as the limitations imposed by the Trust's or the Fund's policies and procedures, the Registration Statement, the 1940 Act, the Securities Act, the 1934 Act, the Internal Revenue Code of 1986, as amended, and other applicable laws. In making purchases and sales of securities and other investment assets for the Fund, the Subadviser is prohibited from consulting with other subadvisers to the Fund, except for the purpose of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act. The Adviser will provide reasonable notice to the Subadviser of any material changes to the Trust's policies and procedures applicable to the Fund and the Prospectus.

(c) The Subadviser will from time to time employ or associate with such persons as the Subadviser believes to be particularly fitted to assist in the execution of the Subadviser's duties hereunder, the cost of performance of such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust's or Adviser's behalf in any such respect. The Adviser acknowledges receipt of the Subadviser's Form ADV and any applicable brochure supplements.

(d) The Subadviser will report to the Board all matters related to the Subadviser that are material to the Subadviser's performance of this Agreement. On an annual basis, the Subadviser shall report on its compliance with its Code to the Adviser and to the Board. The Subadviser will notify the Adviser and the Trust of any change of control of the Subadviser and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Assets or senior management of the Subadviser, in each case prior to or promptly after such change.

(e) The Subadviser will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders with respect to the Allocated Assets as are required to be maintained by the Trust under the 1940 Act. The Subadviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Subadviser pursuant to this Agreement required to be prepared and maintained by the Subadviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Allocated Assets, which are in possession of the Subadviser, shall be the property of the Trust. The Adviser and the Trust, or their respective representatives, shall have access to such books and records at all times during the Subadviser's normal business hours. Upon the reasonable request of the Adviser or the Trust, copies of any such books and records shall be provided promptly by the Subadviser to the Adviser and the Trust, or their respective representatives.

(f) The Subadviser will cooperate with the Fund's independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants' duties.

(g) The Subadviser will provide the Fund and the Fund's custodian and fund accountant on each business day with such information relating to all transactions concerning the Allocated Assets as the Fund and the Fund's custodian and fund accountant may reasonably require, including but not limited to information required to be provided under the Trust's

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Portfolio Securities Valuation Procedures; provided however the Subadviser is only assisting the Fund in its pricing responsibilities and shall not be deemed the pricing agent for the Fund.

(h) The Subadviser shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period that the Adviser has not allocated any portion of the Fund's assets to the Subadviser for management.

(i) The Subadviser may invest Allocated Assets in registered, open-end, management investment companies for which the Subadviser serves as investment adviser or subadviser upon the prior notice to and consent of the Adviser.

(j) The Subadviser may effect transactions with respect to the Allocated Assets pursuant to Rules 17a-7 and 17e-1 of the 1940 if such transactions are effected in accordance with the Trust's Rule 17a-7 Procedures and Rule 17e-1 Procedures.

(k) The Subadviser, at its expense, will provide the Adviser with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws as may be agreed upon by such parties from time to time. The Subadviser also shall: (i) cooperate with and provide reasonable assistance to the Adviser, the Trust's administrator, custodian, transfer agent and pricing agents and all other agents and representatives of the Fund, the Trust and the Adviser; (ii) keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Fund, the Trust and the Adviser; (iii) provide prompt responses to reasonable requests made by such persons; and (iv) maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

(l) The Subadviser will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time and which constitute Allocated Assets in accordance with the Subadviser's proxy voting policies and procedures, as approved by the Board.

SECTION 4. COMPENSATION; EXPENSES

(a) In consideration of the foregoing, the Adviser shall pay the Subadviser, with respect to the Allocated Assets, a fee at an annual rate as listed in Appendix B hereto. Such fees shall be accrued by the Adviser daily and shall be payable monthly in arrears within 15 days of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon termination of this Agreement with respect to the Fund, the Adviser shall pay to the Subadviser such compensation as shall be payable prior to the effective date of the termination.

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(b) No fee shall be payable hereunder with respect to that portion of the Allocated Assets which are invested in registered, open-end, management investment companies for which the Subadviser serves as investment adviser or subadviser and for which Subadviser already receives an advisory fee.

(c) During the term of this Agreement, the Subadviser shall pay all of its own expenses incurred by it in connection with its activities under this Agreement and Atlantic Fund Administration, LLC, the Adviser and/or Fund, as they may agree from time to time, shall bear all expenses that are incurred in their operations not specifically assumed by the Subadviser.

SECTION 5. STANDARD OF CARE AND LIMITATION OF LIABILITY

(a) The Adviser shall expect of the Subadviser, and the Subadviser will give the Adviser the benefit of, the Subadviser's best judgment and efforts in rendering its services hereunder. The Subadviser shall not be liable hereunder to the Adviser or the Trust for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund's shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Subadviser's duties or obligations under this Agreement or by reason of the Subadviser's reckless disregard of its duties and obligations under this Agreement. The Subadviser acknowledges that the federal securities laws impose liabilities under certain circumstances on persons who have a fiduciary duty toward their clients and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Adviser or the Trust may have under any federal securities laws.

(b) The Subadviser shall not be liable to the Adviser or the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Subadviser by a duly authorized officer of the Adviser or the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board.

(c) The Subadviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Subadviser's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

(d) The parties hereto acknowledge and agree that the Trust is a third-party beneficiary as to the covenants, obligations, representations and warranties undertaken by the Subadviser under this Agreement and as to the rights and privileges to which the Adviser is entitled pursuant to this Agreement, and that the Trust is entitled to all of the rights and privileges associated with such third-party-beneficiary status.

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SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective with respect to the Fund as of the date specified in Appendix A to this Agreement following the approval (i) by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of such party cast in person at a meeting called for the purpose of voting on this Agreement, and (ii) if required by the 1940 Act or applicable staff interpretations thereof, by vote of a majority of the Fund's outstanding voting securities.

(b) This Agreement shall remain in effect with respect to the Fund for a period of two years from the date of its effectiveness and shall continue in effect for successive annual periods with respect to the Fund; provided that such continuance is specifically approved at least annually (i) by the Board or by vote of a majority of the outstanding voting securities of the Fund, and, in either case, (ii) by a majority of the Trust's Trustees who are not interested persons (as defined in the 1940 Act); provided further, however, that if the continuation of this Agreement is not approved as to the Fund, the Subadviser may continue to render to the Fund the services described herein in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder.

(c) This Agreement may be terminated by the Fund if the Board of Trustees of the Trust, in its reasonable discretion and having due regard to the protection of investors and to the effectuation of the policies declared in section 1(b) of the 1940 Act, find that the services being rendered by the Subadviser under this Agreement, fail in a material way to provide responsible management to the Fund as reasonably expected by an investment adviser, as defined in the Investment Advisers Act of 1940, as amended (the "Advisers Act"); provided that the Subadviser shall have the opportunity, within ten (10) days of receipt of a written notice describing any such failure and the reasons therefor in reasonable detail, to cure the failure that is the subject of such notice.

(d) This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by the Adviser on 60 days' written notice to the Subadviser or (ii) by the Subadviser on 60 days' written notice to the Trust. This Agreement shall terminate immediately (x) upon its assignment or (y) upon termination of the Advisory Agreement.

SECTION 7. ACTIVITIES OF THE SUBADVISER

Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the Subadviser's right, or the right of any of the Subadviser's partners, directors, officers or employees to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other entity.

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SECTION 8. REPRESENTATIONS OF SUBADVISER.

The Subadviser represents and warrants to the Adviser that:

(a) It is either registered as an investment adviser under the Advisers Act (and will continue to be so registered for so long as this Agreement remains in effect) or exempt from registration under the Advisers Act;

(b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement;

(c) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Subadviser in order to perform its services contemplated by this Agreement; and

(d) It will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation.

SECTION 9. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the shareholders of the Fund shall not be personally liable for any obligations of the Trust or of the Fund under this Agreement, and the Subadviser agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Trust or the Fund to which the Subadviser's rights or claims relate in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of the Fund.

SECTION 10. MISCELLANEOUS

(a) No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(a) hereof.

(b) Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.

(c) This Agreement shall be governed by, and the provisions of this Agreement shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.

(d) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

(e) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.

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(f) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Adviser and Subadviser and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.

(g) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

(h) Notices, requests, instructions and communications received by the parties at their respective principal places of business, as indicated above, or at such other address as a party may have designated in writing, shall be deemed to have been properly given.

(i) No affiliated person, employee, agent, director, partner, officer or manager of the Subadviser shall be liable at law or in equity for the Subadviser's obligations under this Agreement.

(j) The terms "vote of a majority of the outstanding voting securities", "interested person", "affiliated person," "control" and "assignment" shall have the meanings ascribed thereto in the 1940 Act.

(k) Each of the undersigned warrants and represents that they have full power and authority to sign this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof and each party hereto warrants and represents that this Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

(l) Any information and advice furnished by either party to this Agreement to the other shall be treated as confidential and shall not be disclosed to third parties without the consent of the other party hereto except as required by law, rule or regulation. The Subadviser hereby consents to the disclosure to third parties of investment results and other Fund data in connection with providing composite investment results and related information of the Adviser. The Subadviser also consents to the disclosure of Fund data to the Fund's other service providers so that those providers may perform the services they are contractually obligated to render to the Trust. The Adviser consents to the disclosure by the Subadviser of its investment results of the Allocated Assets, as part of composite investment results or otherwise. The Adviser further consents to the disclosure of the Subadviser's relationship with the Adviser and the Fund, including the value of the Allocated Assets from time to time.

(m) The Subadviser may from time to time make available without charge to the Adviser or the Trust any marks or symbols owned by the Subadviser (the "Mark"), including

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marks or symbols containing the Mark or any variation thereof, to use in the Fund's Registration Statement and/or Fund sales literature. Any use of the Marks shall be subject to the direction and control of the Subadviser.

(n) The Subadviser shall not use the name of the Trust or any Fund on any checks, bank drafts, bank statements or forms for other than internal use in a manner not approved by the Trust prior thereto in writing; provided however, that the approval of the Trust shall not be required for the use of the Trust's or Fund's name which merely refers in accurate and factual terms to the Trust or Fund in connection with Subadviser's role hereunder or which is required by any appropriate regulatory, governmental or judicial authority; and further provided that in no event shall such approval be unreasonably withheld or delayed.

(o) The provisions of Sections 5, 6, 9 and 10 shall survive any termination of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

CVR PORTFOLIO FUNDS LLC

/s/ Peter Higgins
Name: Peter Higgins
Title: Principal

SSARIS ADVISORS, LLC

/s/ Jim Tomeo
Name: Jim Tomeo
Title: Principal

[ Signature Page to Subadvisory Agreement ]

SUBADVISORY AGREEMENT
BETWEEN
CVR PORTFOLIO FUNDS LLC AND
SSARIS ADVISORS, LLC

Appendix A

	Name of Fund			Effective Date
	CVR Dynamic Allocation Fund			December 30, 2013

A-1

[Adviser Letterhead]

December 26, 2013

Mr. Stacey E. Hong, President
Forum Funds II
Three Canal Plaza, Suite 600
Portland, Maine 04101

RE: Contractual Waivers and Reimbursements

Dear Mr. Hong:

CVR Portfolio Funds LLC (the "Adviser") agrees to waive its investment advisory fee and reimburse expenses as necessary to ensure the total annual operating expenses (excluding all taxes, interest, portfolio transaction expenses, proxy expenses and extraordinary expenses) for the CVR Dynamic Allocation Fund (the "Fund"), a series of the Forum Funds II (the "Trust"), do not exceed 1.65% and 1.90% of the average daily net assets for the Institutional Shares class and Investor Shares class, respectively, through March 31, 2015.

This agreement can only be terminated or amended upon the approval of the Trust's Board of Trustees and it automatically terminated if the Adviser is no longer a service provider to the Fund. Unless otherwise amended or terminated, this agreement will terminate March 31, 2015.

Very Truly Yours,
CVR Portfolio Funds, LLC

By: /s/ William Monaghan
Name: William Monaghan
Title: Managing Member

Law Office

Stradley Ronon Stevens & Young, LLP

1250 Connecticut Avenue, NW
Washington, DC 20036
(212) 822-9611

December 24, 2013

Forum Funds II
Three Canal Plaza
Portland, ME 04112

				Re:			Post-Effective Amendment No. 5 to the Registration Statement of Forum Funds II

Ladies and Gentlemen:

We have acted as counsel to Forum Funds II, a statutory trust organized under Delaware law (the "Trust"), in connection with the issuance and sale by the Trust of its shares of beneficial interest, no par value (the "Shares"), of CVR Dynamic Allocation Fund (the "Fund"), a series of the Trust.

This opinion is furnished in accordance with the requirements of Item 28(i) of Form N1A under the Investment Company Act of 1940 (the "Investment Company Act") and the Securities Act of 1933 (the "Securities Act").

We have examined the Certificate of Trust of the Trust, the Trust Instrument of the Trust, certain resolutions adopted by the Board of Trustees of the Trust relating to the creation, authorization, issuance and sale of the Shares, and a Certificate of Good Standing dated December 23, 2013 from the State of Delaware.

We have also examined the Registration Statement on Form N-1A filed by the Trust, on behalf of the Fund, under the Investment Company Act and the Securities Act (the "Registration Statement"), as well as other items we deem material to this opinion.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein that we did not independently establish or

Forum Funds II
December 24, 2013
Page 2

verify, we have relied upon statements and representations of officers and other representatives of the Trust and others.

This opinion is based exclusively on the provisions of the Delaware Statutory Trust Act governing the issuance of the Shares of the Funds and the reported case law thereunder, and does not extend to the securities or "blue sky" laws of the State of Delaware or other States.

We have assumed the following for purposes of this opinion:

1. The Shares will be issued in accordance with the Trust Instrument and resolutions of the Trust's Board of Trustees relating to the creation, authorization, issuance and sale of the Shares.

2. The Shares will be issued against payment therefor as described in the Prospectus and the Statement of Additional Information relating thereto included in the Registration Statement.

Based upon and subject to the foregoing, we are of the opinion that, when the Registration Statement becomes effective under the Investment Company Act and Securities Act, the Shares will, when sold in accordance with the Registration Statement, be validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement of the Trust, and we further consent to reference in the Registration Statement of the Trust to the fact that this opinion concerning the legality of the issue has been rendered by us.

Very truly yours,

STRADLEY RONON STEVENS & YOUNG, LLC

By: /s/ Alison M. Fuller
       Alison M. Fuller, a Partner

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm in the Post-Effective Amendment to the Registration Statement on Form N-1A of Forum Funds II. Such reference appears in the CVR Dynamic Allocation Fund's Statement of Additional Information under the headings "Independent Registered Public Accounting Firm" and "Financial Statements."

BBD, LLP

Philadelphia, Pennsylvania
December 30, 2013

Code of Ethics

SECTION 1. BACKGROUND

This Code of Ethics ("Code") applies to all Funds and has been adopted in order to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of a Fund may abuse their fiduciary duties to the Trust and to deal with other types of conflict of interest situations. Upon discovering a violation of the Code, the Board may impose such sanctions as it deems appropriate.

A specific purpose of the Code is to promote honest and ethical conduct, compliance with applicable laws and accountability for adherence to the Code. All Access Persons should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to conflicts of interest.

SECTION 2. DEFINITIONS

(A) Access Person means:

(1) Each Trustee and Officer;

(2) (i) Any officer, director or general partner of the Adviser; and (ii) any officer, director or general partner of the Distributor, where the Distributor in the ordinary course of business either (a) makes, participates in or obtains information regarding the Fund's purchase or sale of Covered Investments or (b) fills a function related to the making of any recommendation regarding the Fund's purchase or sale of Covered Investments;

(3) Any employee of the Fund or Adviser, or of any company in a control relationship with the Fund or Adviser, whose regular functions (i) relate to the making of any recommendation regarding the Fund's purchase or sale of Covered Investments or (ii) include making, participating in or obtaining information regarding the purchase or sale of Covered Investments by a Fund; and

(4) Any natural person in a control relationship with a Fund or Adviser who obtains information concerning recommendations made to a Fund about the purchase or sale of a Covered Investment.

(B) Beneficial Owner means "beneficial owner" as defined in Rule 16a-1(a)(2) under the 1934 Act except that the determination of direct or indirect beneficial ownership shall apply to all Covered Investments which an Access Person owns or acquires. A Beneficial Owner of an investment is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest (the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities) in a security. Indirect pecuniary interest in an investment includes securities held by a person's immediate family And immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships).

(C) Control means the power to exercise a controlling influence over the management or policies of a company, unless the power is solely the result of an official position with the company.

(D) Covered Officer means the PEO, PFO and PAO as those terms are used in Section 406 of the Sarbanes-Oxley Act of 2002.

(E) Covered Investment means any investment except:

(1) Direct obligations of the United States Government;

(2) Bankers' acceptances and bank certificates of deposit;

(3) Commercial paper and debt instruments with a maturity at issuance of less than 366 days and that are rated in one of the two highest rating categories by a nationally recognized statistical rating organization;

(4) Repurchase agreements covering any of the foregoing; and

(5) Shares of registered open-end investment companies other than Funds.

(F) Investment Personnel , means any employee of the Fund or Adviser who makes or participates in making recommendations to the Fund regarding the purchase or sale of investments by the Fund. No Fund or the Trust shall employ such a person without prior approval of the Board and the Review Officer.

(G) Security Held or to be Acquired means

(1) Any Covered Investment which, within the most recent 15 days (a) is or has been held by the Trust or (b) is being or has been considered by the Trust or an Adviser for purchase by a Fund; and

(2) Any option to purchase or sell, and any investment convertible into or exchangeable for, a Covered Investment.

(H) Purchase or sale includes the writing of an option to purchase or sell.

(I) Material non-public information means information (i) that there is a substantial likelihood a reasonable investor would consider important in making an investment decision, or that is reasonably certain to have a substantial effect on the price of Shares and (ii) that has not been effectively communicated to the market place. Examples include: (a) valuation issues; (b) liquidity issues; (c) significant increase in expenses; (d) proposal for liquidation or reorganization; (e) regulatory developments that affect a Fund; and (f) extraordinary developments at the Adviser. Public information includes information found in a report filed with the SEC or appearing in a news service.

SECTION 3. PROHIBITED TRANSACTIONS

(A) Prohibition Against Fraudulent Conduct . No Access Person shall use any information concerning the operating activities, investments or investment intentions of a Fund, or the Access Person's ability to influence such operating activities or investment intentions, for personal gain or in a manner detrimental to the interests of a Fund. In addition, no Affiliated Person of a Fund shall, directly or indirectly in connection with the operating activities of the Fund or the purchase or sale of a security held or to be acquired by a Fund:

(1) Employ any device, scheme or artifice to defraud a Fund;

(2) Make to a Fund or to the Adviser or Distributor any untrue statement of a material fact or omit to state to any of the foregoing a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(3) Engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon a Fund; or

(4) Engage in any manipulative practice with respect to a Fund.

(B) Other Prohibited Transactions . Access Persons are prohibited from:

(1) Inducing or causing a Fund to take action, or to fail to take action, for the benefit of a person either in addition to or other than the Fund;

(2) Accepting anything other than of de minimus value or any other preferential treatment from any entity with which a Fund does business;

(3) Using knowledge of the operating activities or portfolio transactions of a Fund for their benefit or the benefit of any person other than the Fund;

(4) Violating the anti-fraud provisions of the securities laws; or

(5) Except for the Independent Trustees, serving on the boards of directors of publicly traded companies, absent prior authorization based upon a determination by the Review Officer that the board service would be consistent with the interests of the Fund and its shareholders.

(C) Undue Influence; Disclosure of Personal Interest . No Access Person shall cause or attempt to cause a Fund to purchase, sell or hold any investment in a manner or engage in operating activity calculated to create any benefit to the Access Person. No Access Person shall recommend any operating activity or investment transactions for a Fund without having disclosed to the Review Officer the Access Person's interest, if any, in Shares or such investment or the issuer thereof, including, without limitation:

(1) The Access Person's direct or indirect beneficial ownership of any securities of the subject issuer or in the investment;

(2) Any position with such issuer or its Affiliated Persons; and

(3) Any present or proposed business relationship between such issuer or its Affiliated Persons, on the one hand, and such person or any party in which such person has a significant interest, on the other hand.

(D) Corporate Opportunities . Access Persons are prohibited from taking advantage of any opportunity properly belonging to a Fund.

(E) Confidentiality . Except as required in the normal course of carrying out an Access Person's business responsibilities, Access Persons are prohibited from revealing information relating to the investment intentions or activities of any Fund, or investment that are being considered for purchase or sale on behalf of any Fund.

(F) Prohibited Transactions in Fund Shares . Access Persons are prohibited from trading in Shares while in possession of material non-public information regarding the operating activities of the Fund.

SECTION 4. REPORTING REQUIREMENTS

(A) Access Person Reporting . Access Persons must report the information described in this Section 4 with respect to transactions in any Covered Investment in which the Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership. Access Persons must report to the Review Officer, unless they are required to report to an Adviser or the Distributor pursuant to a code of ethics adopted by those persons; and, in the case of (i) the Adviser or (ii) the Distributor if the Distributor is (a) an Affiliated Person of the Trust or (b) has any officer, director or general partner that serves the Trust or the Adviser in the same capacity ("Affiliated Distributor"), has been approved by the Board. The Board shall not approve such code of ethics unless it is maintained and enforced as if it were subject to the same rules as provided in Rule 17j-1 under the 1940 Act. Access Persons will promptly:

(1) Provide full access to the Trust to any and all records and documents which the Trust considers relevant to any investment transactions or other matters subject to the Code;

(2) Cooperate with the Trust in investigating any investment transactions or other matter subject to the Code;

(3) Provide the Trust with an explanation (in writing if requested) of the facts and circumstances surrounding any investment transaction or other matter subject to the Code; and

(4) Notify the Review Officer in writing, from time to time, of any incident of noncompliance with the Code by any Access Person.

(B) Independent Trustee Reporting . An Independent Trustee need not provide the account opening, holdings or transaction reports required by this Section 4, except that an Independent Trustee must report a transaction if the Independent Trustee knew at the time of the

transaction, or in the ordinary course of fulfilling the official duties as an Independent Trustee should have known:

(1) That during the 15-day period immediately preceding or immediately following the transaction in a Covered Investment by the Independent Trustee, the Covered Investment is or was purchased or sold or was being considered for purchase or sale by a Fund or that Fund's Adviser, or

(2) The Independent Trustee possessed material non-public information about the operating activities of a Fund or the Trust preceding a transaction in Shares of the Fund.

(C) Exclusions from Reporting . Purchases or sales of Covered Investments in an account over which an Access Person has no direct or indirect influence or control are not subject to the reporting requirements of this Section.

(D) Initial Holding Reports . No later than ten (10) days after the person becomes an Access Person, an Access Person must report the following information:

(1) The title, number of shares and principal amount of each Covered Investment in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

(2) The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

(3) The date that the report is submitted by the Access Person.

(E) Quarterly Transaction Reports . No later than ten (10) days after the end of a calendar quarter, an Access Person must report the following information:

(1) With respect to any transaction during the quarter in a Covered Investment in which the Access Person had, or by reason of such transaction acquired, any direct or indirect beneficial ownership:

(a) The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Investment involved;

(b) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(c) The price of the Covered Investment at which the transaction was effected; the name of the broker, dealer or bank with or through which the transaction was effected; and

(d) The date that the report is submitted by the Access Person.

(2) With respect to any account established by the Access Person in which any investment were held during the quarter for the direct or indirect benefit of the Access Person:

(a) The name of the broker, dealer or bank with whom the Access Person established the account;

(b) The date the account was established; and

(c) The date that the report is submitted by the Access Person.

(F) Annual Holdings Reports . Annually, an Access Person must report the following information (which information must be current as of a date no more than thirty (30) days before the report is submitted):

(1) The title, number of shares and principal amount of each Covered Investment in which the Access Person had any direct or indirect beneficial ownership;

(2) The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

(3) The date that the report is submitted by the Access Person.

(G) Certification of Compliance . Upon becoming an Access Person, the person shall certify (in the form of Appendix A) that the Access Person has read and understood this Code and recognizes that the Access Person is subject to this Code. Further, each Access Person is required to certify annually that the Access Person has complied with all the requirements of this Code and that the Access Person has disclosed or reported all personal investment transactions pursuant to the requirements of this Code.

(H) Alternative Reporting . The submission to the Review Officer of duplicate broker trade confirmations and statements on all Covered Investments transactions shall be deemed to satisfy these reporting requirements. The annual holdings report may be satisfied by confirming annually, in writing, the accuracy of the records maintained by the Review Officer and recording the date of the confirmation.

(I) Report Qualification . Any report may contain a statement that the report shall not be construed as an admission by the person making the report that the person has any direct or indirect beneficial ownership in the Covered Investments to which the report relates.

SECTION 5. COVERED OFFICERS

(A) Conflicts of Interest . A "conflict of interest" occurs when a Covered Officer's employment or personal interest interferes with the interests of, or service to, the Trust. For example, a conflict of interest would arise if a Covered Officer receives improper personal benefits as a result of the Covered Officer's position with the Trust. A Covered Officer may be an officer or employee of a Service Provider, another investment company or another company. Conflicts may arise from, or as a result of, the contractual relationship between the Trust and its Service Providers or otherwise due to the Covered Officers' positions, but such other positions of a Covered Officer

do not by itself give rise to a conflict of interest. As applicable to a Covered Officer, the following must be approved by the Audit Committee:

(1) Service on the board of directors or governing board of a publicly traded entity;

(2) The receipt of any non-nominal gifts from persons or entities who have or are seeking business relationships with the Trust or a Fund;

(3) The receipt of any entertainment from any company with which the Trust has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

(4) Any ownership interest (material to the officer) in, or any consulting or employment relationship with, any entities doing business with the Trust, other than its service providers and their respective Affiliated Persons; and

(5) Any direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment with the Trust's service providers or their respective Affiliated Persons.

(B) Duties . A Covered Officer shall:

(1) Become familiar with the disclosure requirements generally applicable to the Trust;

(2) Not knowingly misrepresent, or cause others to misrepresent, facts about the Trust to others;

(3) To the extent appropriate, consult with other Officers and employees of the Trust and its service providers;

(4) Promote compliance with the standards and restrictions imposed by applicable laws; and

(5) Not retaliate against any other Covered Officer or any employee of the Fund or its Service Providers for reporting potential violations of by the Fund, its Service Providers, or another Covered Officer that are made in good faith.

(C) A Covered Officer shall notify the Chairman of the Audit Committee promptly if the officer knows of any violation of this Code.

SECTION 6. REVIEW OFFICER

(A) Appointment . A Review Officer shall be appointed by the PEO.

(B) Duties of Review Officer . The Review Officer shall :

(1) Review all investment transaction and holdings reports or shall maintain the names of persons responsible for reviewing these reports;

(2) Identify all Access Persons who are required to make these reports, maintain and periodically update a list of such Access Persons, and promptly inform each Access Person of the requirements of this Code;

(3) Compare, on a quarterly basis, all Access Persons' transactions in Covered Investments with each Fund's completed portfolio transactions and in the case of transactions in Shares, with operating activities of the Fund, to determine whether a Code violation may have occurred;

(4) Maintain a signed acknowledgment by each person who is then an Access Person;

(5) Identify persons who are Investment Personnel, maintain and periodically update a list of such Investment Personnel, and inform those persons of their requirements to obtain prior written approval from the Review Officer prior to directly or indirectly acquiring ownership of a security in any private placement or initial public offering; and

(6) Annually prepare a written report to the Trustees that

(a) Describes any issues under this Code since the last report to the Trustees, including information about material violations of the Code and sanctions imposed in response to the material violations; and

(b) Confirm that the Trust has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

(C) Potential Trade Conflict . When there appears to be a transaction that conflicts with this Code, the Review Officer shall request a written explanation of the Access Person's transaction. If after the review it is determined that there has been a violation of this Code, the Review Officer shall make a recommendation of appropriate action to the Board.

(D) Required Records . The Review Officer shall maintain:

(1) A copy of this and any other code of ethics adopted by the Trust, Adviser or Affiliated Distributor, which has been in effect at any time during the previous five (5) years, in an easily accessible place;

(2) A record of any violation of this Code, and of any action taken as a result of such violation, in an easily accessible place for at least five (5) years after the end of the fiscal year in which the violation occurs;

(3) A copy of each report made by an Access Person as required by this Code for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place;

(4) A list of all persons who are, or at any time within the past five years have been, required to make reports or who were responsible for reviewing these reports pursuant to any code of ethics, in an easily accessible place;

(5) A copy of each written report and certification required pursuant to Section 7(E) of this Code for at least five (5) years after the end of the fiscal year in which it is made, the first two (2) years in an easily accessible place; and

(6) A record of any decision, and the reasons supporting the decision, approving the acquisition by Investment Personnel of securities under Section 6(B)(5) of this Code, for at least five (5) years after the end of the fiscal year in which the approval is granted.

SECTION 7. BOARD REVIEW

The Boards, including a majority of the Independent Trustees, shall:

(A) Approve the (i) Code and any material changes to the Code and (ii) before initially retaining their services, the code of ethics of each Adviser and Affiliated Distributor, and any material changes to these codes within six months of the change;

(B) Base its approval of a code of ethics, and any material changes thereto, on a determination that the code contains provisions reasonably necessary to prevent Access Persons (or the equivalent persons) from engaging in prohibited conduct;

(C) Receive, prior to approving a code or any amendment to a code, a certification from the Trusts, Adviser or Affiliated Distributor that it has adopted procedures reasonably necessary to prevent Access Persons (or the equivalent persons) from violating the Code; and

(D) Receive and consider, no less frequently than annually: (i) a written report from the Trusts, Adviser and Affiliated Distributor, as applicable, describing any issues, material violations or sanctions arising under the respective codes; and (ii) a written certification from the Trusts, Adviser and Affiliated Distributor, as applicable, that it has adopted procedures reasonably necessary to prevent Access Persons (or the equivalent persons) from violating its code.

APPENDIX A
Code of Ethics Certification

I understand that I am an Access Person as defined in the Forum ETF Trust and Forum Funds II Code of Ethics.

I have read and I understand the Code of Ethics and that I am subject to it. In addition, I will comply with the requirements of the Code of Ethics applicable to my position and will disclose or report all personal investment transactions that are required to be disclosed or reported pursuant to the requirements of the Code.

If I am also a Covered Officer, I understand that I am a Covered Officer as defined in the Forum ETF Trust and Forum Funds II Code of Ethics and will request from the Forum ETF Trust' Audit Committee Chairman all approvals that are required under Section 5(A) of the Code.

	______________________________ [NAME]						__________________ Date

This Certification must be completed and returned to the Trust's Review Officer.

CODE OF ETHICS

I. INTRODUCTION

High ethical standards are essential for the success of CVR and to maintain the confidence of Advisory Clients. CVR is of the view that its long-term business interests are best served by adherence to the principle that Advisory Clients' interests come first. CVR has a fiduciary duty to its Advisory Clients, which requires individuals associated with CVR to act solely for the benefit of Advisory Clients. Potential conflicts of interest may arise in connection with the personal trading activities of individuals associated with investment adviser firms. In recognition of CVR's fiduciary obligations to its Advisory Clients and CVR's desire to maintain its high ethical standards, CVR has adopted this Code of Ethics containing provisions designed to: (i) prevent improper personal trading by Access Persons; (ii) prevent improper use of material, non-public information about securities recommendations made by CVR or securities holdings of Advisory Clients' (iii) identify conflicts of interest; and (iv) provide a means to resolve any actual or potential conflict in favor of the Advisory Client.

All Access Persons are required to comply with applicable Securities Laws. Failure to adhere to applicable Securities Laws could expose an employee to sanctions imposed by CVR, the SEC, or law enforcement officials. These sanctions may include, among others, disgorgement of profits, suspension or termination of employment by CVR, or criminal or civil penalties. If there is any doubt as to whether a Federal or State securities law applies, employees should consult the Chief Compliance Officer. The requirements set forth in this Code of Ethics are also intended to fulfill the CVR's obligations under Rule 17j-1 promulgated under the Investment Company Act of 1940, as amended.

In accordance Rule 17j-1 under the Investment Company Act of 1940, it is prohibited for all of CVR's Access Persons to engage in any of the following activities:

a. To employ any device, scheme or artifice to defraud the Fund;

b. To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

c. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

d. To engage in any manipulative practice with respect to the Fund.

Adherence to the Code of Ethics and the related restrictions on personal investing is considered a basic condition of employment for employees and Access Persons (as applicable) of CVR. If there is any doubt as to the propriety of any activity, employees should consult with the Chief Compliance Officer who is charged with the administration of this Code of Ethics, has general compliance responsibility for CVR and may offer guidance on securities laws and acceptable practices, as the same may change from time to time. The Chief Compliance Officer may rely upon the advice of outside legal counsel and/or compliance consultants.

II. APPLICABILITY OF CODE OF ETHICS

A. Personal Accounts of Access Persons. This Code of Ethics applies to all personal brokerage accounts of Access Persons whereby Access Persons have a beneficial interest and have the flexibility to partake in transactions involving financial instruments that fall within CVR's covered universe of securities ("Personal Account"). Personal Accounts of all Access Persons. A Personal Account also includes an account maintained by or for:

(1) Access Person's spouse (other than a legally separated or divorced spouse of the Access Person) and minor children;

(2) Any individuals who live in the Access Person's household and over whose purchases, sales, or other trading activities the Access Person exercises control or investment discretion;

(3) Any persons to whom the Access Person provides primary financial support, and either (i) whose financial affairs the Access Person controls, or (ii) for whom the Access Person provides discretionary advisory services;

(4) Any trust or other arrangement which names the Access Person as a beneficiary; and

(5) Any partnership, corporation, or other entity of which the Access Person is a director, officer or partner or in which the Access Person has a 25% or greater beneficial interest, or in which the Access Person owns a controlling interest or exercises effective control.

As provided in Section IV.A.(1) below, upon receipt of this Compliance Manual, each Access Person will be required to provide a comprehensive list of all Personal Accounts to CVR's Chief Compliance Officer and/or outside compliance consultants.

B. Access Person as Trustee. A Personal Account does not include any account for which a Access Person serves as trustee of a trust for the benefit of (i) a person to whom the Access Person does not provide primary financial support, or (ii) an independent third party.

(1) Personal Accounts of Other Access Persons. A Personal Account of an Access Person that is managed by another Access Person is considered to be a Personal Account only of the Access Person who has a Beneficial Ownership in the Personal Account. The account is considered to be a client account with respect to the Access Person managing the Personal Account.

(2) Solicitors/Consultants. Non-employee Solicitors or consultants are not subject to this Code of Ethics unless the Solicitor/consultant, as part of his duties on behalf of CVR, (i) makes or participates in the making of investment recommendations for CVR's clients, or (ii) obtains information on recommended investments for CVR's Advisory Clients.

(3) Client Accounts. A client account includes any account managed by Investment Personnel of CVR, which is not a Personal Account.

III. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

A. General.  It is the responsibility of each Access Person to ensure that a particular securities transaction being considered for his or her Personal Account is not subject to a restriction contained in this Code of Ethics or otherwise prohibited by any applicable laws. When anything under this Code of Ethics prohibits the purchase or sale of a security, it also prohibits the purchase or sale of any related securities such as puts, calls, other options or rights in such securities. Personal securities transactions for Access Persons may be effected only in accordance with the provisions of this Code of Ethics.

B. Pre-clearance of Transactions in Personal Accounts, et. al. An Access Person and employee must obtain the prior written approval of the Chief Compliance Officer before engaging in the following transactions in his or her Personal Account, provided that the Chief Compliance Officer must obtain the prior written approval of the Chief Executive Officer:

• direct or indirect purchase or sale of beneficial ownership in a security in a limited offering (as required under Rule 204A-1 of the Advisers Act) including personal investments in the CVR Fund;

• direct or indirect purchase or sale of any security in an initial public offering;

• direct or indirect purchase or sale of any shares in the CVR Fund; and

• direct or indirect purchase or sale of any security that may be purchased or sold by an Advisory Client or Fund (in particular the sale of securities previously owned by an employee upon becoming an Access Person ("Grandfathered Securities")). The Portfolio Managers shall maintain and update a list of any securities that may be purchased or sold by an Advisory Client or the CVR Fund.

A request for pre-clearance must be made by completing the Pre-Clearance Form in advance of the contemplated transaction. A Sample Pre-Clearance Form is attached as Exhibit 1 . All approved trades must be executed no later than 5:00 p.m. local time on the business day following the date preclearance is granted. If any order is not timely executed, a request for preclearance must be resubmitted.

C. Prohibition on Brokerage for Fund Sales

In accordance with Rule 12b-1(h)(1) promulgated under the Investment Company Act, neither the CVR nor any of its affiliates may compensate any broker/dealer for any promotion or sale of a Fund's shares by directing to the broker/dealer (i) the Fund's portfolio transactions or (ii) any remuneration, including but not limited to any commission, mark-up, mark-down or other fee (or portion thereof) received or to be received from the Fund's portfolio transactions effected through any other broker/dealer. This policy does not prohibit the CVR from executing portfolio transactions through broker/dealers who also promote or sell the Fund's shares so long as both the following requirements are met:

• The persons responsible for selecting broker/dealers to effect the Fund's portfolio transactions ("trading responsible personnel") do not take into account, in making those decisions, broker/dealers' promotion or sales of the Fund's shares.

• The Fund, the CVR and the Fund's principal underwriter do not enter into any formal or informal written or oral agreement or other understanding under which the Fund or the CVR directs, or is expected to direct, brokerage transactions or revenue generated by those transactions to a selling broker/dealer in recognition of the promotion or sale of the Fund's shares.

To the extend any of the CVR's employees acquire access to information about the amount of shares of the Fund sold by a particular broker/dealer, such employees are prohibited from sharing such information with the CVR's trading responsible personnel.

IV. REPORTING REQUIREMENTS

A. All Access Persons are required to submit to the Chief Compliance Officer (subject to the applicable provisions of Section V. below) the following reports:

(1) Initial Holdings Report - Access Persons are required to provide the Chief Compliance Officer with an Initial Holdings Report within 10 days of the date that such person became an Access Person that meets the following requirements:

(a) Must disclose all of the Access Person's current securities holdings with the following content for each reportable security (as defined in IV.B. below) that the Access Person has any direct or indirect beneficial ownership:

• title and type of reportable security;

• ticker symbol or CUSIP number (as applicable);

• number of shares;

• principal amount of each reportable security.

(b) Must disclose the name of any broker, dealer or bank with which the Access Person maintains a Personal Account.

(c) Information contained in Initial Holding Reports must be current as of a date no more than 45 days prior to the date of submission.

(d) The date upon which the report was submitted.

(e) Access Persons should use the form of Initial Holdings Report contained in Exhibit 2 to this Code of Ethics.

(2) Annual Holdings Report - Subject to the applicable provisions of Section V. below, Access Persons must also provide Annual Holdings Reports of all current reportable securities holdings at least once during each 12month period (the "Annual Holding Certification Date"). For purposes of this Code, the Annual Holdings Certification Date is December 31. From a content perspective, such Annual Holdings Reports must comply with the requirements of Section IV.A. (1)(a) , (b) and (c) above. Access Persons should use the form of Annual Holdings Report contained in Exhibit 3 to this Code of Ethics.

(3) Quarterly Transaction Reports - Subject to the applicable provisions of Section V. below, Access Persons must also provide quarterly securities transaction reports for each transaction in a reportable security (as defined in Section IV.B below) that the Access Person has any direct or indirect beneficial ownership. Such quarterly transaction reports must meet the following requirements:

(a) Content Requirements - Quarterly transaction report must include:

• date of transaction;

• title of reportable security;

• ticker symbol or CUSIP number of reportable security (as applicable);

• interest rate or maturity rate (if applicable);

• number of shares;

• principal amount of reportable security;

• nature of transaction (i.e., purchase or sale);

• price of reportable security at which the transaction was effected;

• the name of broker, dealer or bank through which the transaction was effected;

• the date upon which the Access Person submitted the report.

• With respect to any securities account established during the quarter that is beneficially owned directly or indirectly by the Access Person:

• The name of the broker, dealer or bank with whom the Access Person established the account;

• The date the account was established; and

• The date the report is submitted by Access Person.

(b) Timing Requirements - Subject to Section V.C , Access Persons must submit a quarterly transaction report no later than 30 days after the end of each quarter.

(c) Access Persons should use the form of quarterly transaction report provided in Exhibit 4 to this Code of Ethics.

B. Definition of Reportable Security - For purposes of the reporting requirements, a reportable security is any financial instrument that is known as a security and as defined in detail in Section 202(a)(18) of the Investment Company Act ¹ , EXCEPT that it does NOT include:

(1) Direct obligations of the Government of the United States;

(2) Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

(3) Shares issued by money market funds;

(4) Shares issued by registered open-end funds (i.e., mutual funds) that are registered under the Company Act; provided that such funds are NOT registered funds managed by CVR or registered funds whose adviser or principal underwriter controls CVR, or is under common control with CVR (such funds, the "Reportable Funds");

A "Reportable Security" includes shares that are issued by registered open-end funds which include, but are not limited to, (i) exchange-traded funds and (ii) the Reportable Funds.

V. EXCEPTIONS FROM REPORTING REQUIREMENTS/ALTERNATIVE TO QUARTERLY TRANSACTION REPORTS

This Section sets forth exceptions from the requirements of Section IV. of this Code. All other requirements will continue to apply to any holding or transaction exempted from reporting pursuant to this Section . Accordingly, the following will be exempt only from the pre-clearance requirements of Section IV.:

A. Pre-Clearance requirements are not required to be submitted with respect to any transactions effected pursuant to any Personal Account over which the Access Person has (or had) no direct or indirect influence or control (although transactions need to be

______________________________
¹ Under the Advisers Act, a "security" means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

reported in a Quarterly Transaction Report or duplicate brokerage statements and holdings need to be included on Initial and Annual Holdings Reports) ² ;

B. In such cases, Access Persons must provide the CCO with a written attestation directly from the Personal Account's brokerage representative affirmatively stating that the Access Person does not have any direct or indirect investment discretion, influence, control or authority in terms of purchases/sales of specific equity or option positions in the Personal Account.

In addition, Access Persons must provide similar letter to the CCO on not less than an annual basis.

C. Quarterly Transaction Reports are not required to be submitted with respect to any transactions effected pursuant to an automatic investment plan (although holdings need to be included on Initial and Annual Holdings Reports);

D. Quarterly Transaction Reports are not required if the report would duplicate information contained in broker trade confirm or account statements that Access Person has already provided to the Chief Compliance Officer; provided, that such broker trade confirm or account statements are provided to the Chief Compliance Officer within 30 days of the end of the applicable calendar quarter. This paragraph has no effect on an Access Person's responsibility related to the submission of Initial and Annual Holdings Reports.

(1) Access Persons that would like to avail themselves of this exemption should:

(a) Ensure that the content of such broker confirms or account statements for any Personal Account meet the content required for Quarterly Transaction Review Reports set forth in Section IV.A.3 above; and

(b) Inform the Chief Compliance Officer that you would like to avail yourself of this compliance option and provide the Chief Compliance Officer with the following for each of your Personal Accounts:

• name of institution;

• address of institution;

• name of contact at institution;

• identification numbers for personal accounts held at institution;

• name of personal accounts held at institution.

(c) The Chief Compliance Officer will then send the form of letter attached to this Code of Ethics as Exhibit 5 to the institutions in question.

______________________________
² CVR, in its sole discretion, will determine which Personal Accounts are eligible for this exemption. For example, wrap accounts managed by a registered investment adviser would qualify under this exemption.

VI. PROTECTION OF MATERIAL NON-PUBLIC INFORMATION ABOUT SECURITIES/INVESTMENT RECOMMENDATIONS

In addition to other provisions of this Code of Ethics and CVR's Compliance Manual (including Section XVI. of the Compliance Manual and the Insider Trading Procedures in Appendix H ), Access Persons should note that CVR has a duty to safeguard material, non-public information about securities/investment recommendations provided to (or made on behalf of) Advisory Clients. As such, Access Persons generally should not share such information outside of CVR. Notwithstanding the foregoing, Access Persons and CVR may provide such information to persons or entities providing services to CVR, Advisory Client or the Funds where such information is required to effectively provide the services in question.

Examples of such are:

• brokers;

• accountants or accounting support service firms;

• custodians;

• transfer agents;

• bankers;

• lawyers; and

• compliance consultants

If there are any questions about the sharing of material, non-public information about securities/investment recommendations made by CVR, please see the Chief Compliance Officer.

VII. OVERSIGHT OF CODE OF ETHICS

A. Reporting. Any situation that may involve a conflict of interest or other possible violation of this Code of Ethics must be promptly reported to the Chief Compliance Officer who must report it to the executive management of CVR.

B. Review of Transactions. Each Access Person's transactions in his/her Personal Accounts will be reviewed on a regular basis and compared to transactions entered into by CVR for Advisory Clients. At the present time, each Portfolio Manager will review the transactions of the other Portfolio Manager in his Personal Accounts and compare such transactions to transactions entered into by CVR for Advisory Clients. Any transactions that are believed to be a violation of this Code of Ethics will be reported promptly to the Chief Compliance Officer who will document and address any such violations. The Chief Compliance Officer may delegate any of the responsibilities, powers and authorities conferred on him by this Code of Ethics.

C. Sanctions. The executive management of CVR, with advice of outside legal counsel and/or compliance consultants, at its discretion, shall consider reports made to management and upon determining that a violation of this Code of Ethics has occurred, may impose such sanctions or remedial action management deems appropriate or to the extent required by law (as may be advised by outside legal counsel or other advisors). These sanctions may include, among other things, disgorgement of profits to a charity of the violator's choice (with evidence of such donation provided to the Chief Compliance Officer and/or the Director of Compliance), suspension or termination of employment with CVR, or criminal or civil penalties.

VIII. COMPLIANCE WITH SECURITIES LAWS

All employees are required to comply with applicable Securities Laws. Failure to adhere to applicable Securities Laws could expose an employee to sanctions imposed by CVR, the SEC, or law enforcement officials. These sanctions may include, among others, disgorgement of profits, suspension or termination of employment by CVR, or criminal or civil penalties. If there is any doubt as to whether a Federal securities law applies, employees should consult the Chief Compliance Officer.

IX. CONFIDENTIALITY

All reports of securities transactions and any other information filed pursuant to this Code of Ethics shall be treated as confidential to the extent permitted by law.

X. RESTRICTED LIST

Certain transactions involving CVR may require for business or legal reasons that Client accounts or accounts of Access Persons not trade in certain securities for specified time periods. A security will be designated as "restricted" if: (i) CVR is involved in a transaction that places limits on the aggregate position held by the accounts in that security; and (ii) if trading in a security should be restricted for any other reason. CVR's "restricted list" will be maintained by the Chief Compliance Officer and distributed as necessary to Access Persons. It is the Access Person's responsibility to determine whether a security is on CVR's restricted list prior to the execution of any personal securities transactions.

EXHIBIT 1

PRE-CLEARANCE FORM FOR TRANSACTIONS IN PERSONAL ACCOUNTS OF ACCESS PERSONS

When applicable, Access Persons must complete this Pre-clearance Form prior to engaging in certain personal transactions as set forth in the CVR's Code of Ethics. Access Persons should complete Sections (1) , (2) , (3) , (4) , (5) and (6) below and submit this pre-clearance form to the Chief Compliance Officer. Section (7) will be completed by the Chief Compliance Officer.

(1) Reason for Pre-Clearance Request

The Access Person is submitting this pre-clearance request because proposed investment is: ( check all that apply - more than one may apply ):

(2) Investment Information

Name of Issuer and Ticker (if applicable): ________________________

CUSIP Number (if applicable): ________________________

The Issuer identified above can be best characterized as (please check one):

				[ ] Common Stock			[ ] Preferred Stock			[ ] Convertible Security
				[ ] Put			[ ] Call			[ ] Government Debt (non-Federal)
				[ ] Closed-End Funds			[ ] Corporate Bond			[ ] Other:_______________________

(3) Transaction Information

Transaction involves a ( check one ): [ ] Purchase [ ] Sale [ ] Short Sale [ ] Cover

Estimated Trade Date: _____________

Quantity: _________________________

Estimated Price: ____________________

Broker/Dealer (if any): _____________________

Bank where securities will be held: __________________________

Account No.: _____________________________

(4) Conflict of Interest Information

Access Persons should provide any additional factors that they believe are relevant to a conflict of interest analysis (if any):

______________________________________________________________________________________

______________________________________________________________________________________

(5) Evaluation of Advisory Client Conflicts

The investment is not currently held by or under consideration for purchase or disposition by any Advisory Client.