0000910472-06-000485 Sample Contracts

THE DUNHAM FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 2nd, 2007 • Advisorone Funds • California

AGREEMENT among DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC., a California corporation (the "Adviser"), THE DUNHAM REAL ESTATE STOCK FUND (the “Fund”) and TEN ASSET MANAGEMENT, INC., a State of California Corporation (the "Sub-Adviser") (each a “Party,” and together, the “Parties”).

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THE DUNHAM FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 2nd, 2007 • Advisorone Funds • California

AGREEMENT among DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC., a California corporation (the "Adviser"), ADVISORONE FUNDS, a Delaware statutory trust (the “Trust”) on behalf of its series The Dunham Large Cap Growth Fund (the “Fund”), and RIGEL CAPITAL, LLC, a State of Washington Limited Liability Corporation (the "Sub-Adviser") (each a “Party,” and together, the “Parties”).

INVESTMENT ADVISORY AGREEMENT between ADVISORONE FUNDS and DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC.
Investment Advisory Agreement • January 2nd, 2007 • Advisorone Funds • California

AGREEMENT made this 26th day of August, 2005, by and between ADVISORONE FUNDS, a Delaware business trust (the "Trust"), on behalf of each of its series listed on Schedule A hereto, and DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC., a corporation organized under the laws of the State of California (the "Adviser").

EXHIBIT A TO SUB-ADVISORY AGREEMENT AMONG DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC.; ADVISORONE FUNDS; AND PIER CAPITAL, LLC Effective July 1, 2006, (or as instructed by the Adviser) DUNHAM SMALL CAP GROWHT FUND Class C Ticker: DCDGX DUNHAM SMALL...
Sub-Advisory Agreement • January 2nd, 2007 • Advisorone Funds

The performance fee of the fund will vary by up to +/-50 bps (0.50%) and shall be added to or subtracted from the base fee to arrive at the fulcrum fee. The comparative index is the Russell 2000 Growth Index (the “Index”). The performance fee will be derived from a comparison of the net return of the fund’s Class N shares to that of the Index. The performance fee will increase/decrease by 1 bp (0.01%) for each 4 bps (0.04%) of outperformance/underperformance of the Index; i.e., the fee will increase/decrease by approximately 25% of the difference in performance. There will be no adjustment from the base fee if the fund performs within the “null zone” defined as +/-20 bps (0.2%) relative to the benchmark. The lowest possible fee is 0.00% (0.50% base fee minus 0.50% performance fee) should the sub-adviser underperform the Index by 2.00%. The highest possible fee is 1.00% (0.50% base fee plus 0.50% performance fee) should the sub-adviser outperform the Index by 2.00%. For fund returns equ

EXHIBIT A TO SUB-ADVISORY AGREEMENT AMONG DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC.; ADVISORONE FUNDS; AND Van Eck Associates Corporation Effective July 1, 2006, (or as instructed by the Adviser) DUNHAM EMERGING MARKETS STOCK FUND Class C Ticker:...
Sub-Advisory Agreement • January 2nd, 2007 • Advisorone Funds

The performance fee of the fund will vary by up to +/-50 bps (0.50%) and shall be added to or subtracted from the base fee to arrive at the fulcrum fee. The comparative index is the MSCI Emerging Markets Index (the “Index”). The performance fee will be derived from a comparison of the net return of the fund’s Class N shares to that of the Index. The performance fee will increase/decrease by 1 bp (0.01%) for each 6 bps (0.06%) of outperformance/underperformance of the Index; i.e., the fee will increase/decrease by approximately 16.67% of the difference in performance. There will be no adjustment from the base fee if the fund performs within the “null zone” defined as +/-30 bps (0.3%) relative to the benchmark. The lowest possible fee is 0.00% (0.50% base fee minus 0.5% performance fee) should the sub-adviser underperform the Index by 3.00%. The highest possible fee is 1.00% (0.50% base fee plus 0.50% performance fee) should the sub-adviser outperform the Index by 3.00%. For fund returns

EXHIBIT A TO SUB-ADVISORY AGREEMENT AMONG DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC.; ADVISORONE FUNDS; AND SENECA CAPITAL MANAGEMENT, LLC Effective July 1, 2006, (or as instructed by the Adviser) DUNHAM CORPORATE/GOVERNMENT BOND FUND Class C...
Sub-Advisory Agreement • January 2nd, 2007 • Advisorone Funds

The performance fee of the fund will vary by up to +/-25 bps (0.25%) and shall be added to or subtracted from the base fee to arrive at the fulcrum fee. The comparative index is the Lehman Aggregate Bond Index (the “Index”). The performance fee will be derived from a comparison of the net return of the fund’s Class N shares to that of the Index. The performance fee will increase/decrease by 1 bp (0.01%) for each 4 bps (0.04%) of outperformance/underperformance of the Index; i.e., the fee will increase/decrease by approximately 25% of the difference in performance. There will be no adjustment from the base fee if the fund performs within the “null zone” defined as +/-10 bps (0.1%) relative to the benchmark. The lowest possible fee is 0.00% (0.25% base fee minus 0.25% performance fee) should the sub-adviser underperform the Index by 1.00%. The highest possible fee is 0.5% (0.25% base fee plus 0.25% performance fee) should the sub-adviser outperform the Index by 1.00%. For fund returns eq

EXHIBIT A TO SUB-ADVISORY AGREEMENT AMONG DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC.; ADVISORONE FUNDS; AND NEUBERGER BERMAN MANAGEMENT, INC. Effective July 1, 2006, (or as instructed by the Adviser) DUNHAM INTERNATONAL STOCK FUND Class C Ticker:...
Sub-Advisory Agreement • January 2nd, 2007 • Advisorone Funds

The performance fee of the fund will vary by up to +/-15 bps (0.15%) and shall be added to or subtracted from the base fee to arrive at the fulcrum fee. The comparative index is the MSCI AC World ex. USA Index (the “Index”). The performance fee will be derived from a comparison of the net return of the fund’s Class N shares to that of the Index. The performance fee will increase/decrease by 1 bp (0.01%) for each 20 bps (0.2%) of outperformance/underperformance of the Index; i.e., the fee will increase/decrease by approximately 5% of the difference in performance. There will be no adjustment from the base fee if the fund performs within the “null zone” defined as +/-30 bps (0.3%) relative to the benchmark. The lowest possible fee is 0.50% (0.65% base fee minus 0.15% performance fee) should the sub-adviser underperform the Index by 3.00%. The highest possible fee is 0.80% (0.65% base fee plus 0.15% performance fee) should the sub-adviser outperform the Index by 3.00%. For fund returns eq

EXHIBIT A TO SUB-ADVISORY AGREEMENT AMONG DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC.; ADVISORONE FUNDS; AND CALAMOS ADVISORS, LLC Effective July 1, 2006, (or as instructed by the Adviser) DUNHAM APPRECIATION & INCOME FUND Class C Ticker: DCAIX...
Sub-Advisory Agreement • January 2nd, 2007 • Advisorone Funds

The performance fee of the fund will vary by up to +/-35 bps (0.35%) and shall be added to or subtracted from the base fee to arrive at the fulcrum fee. The comparative index is the Merrill Lynch Convertibles ex. Mandatory Index (the “Index”). The performance fee will be derived from a comparison of the net return of the fund’s Class N shares to that of the Index. The performance fee will increase/decrease by 1 bp (0.01%) for each 6 bps (0.06%) of outperformance/ underperformance of the Index; i.e., the fee will increase/decrease by approximately 16.67% of the difference in performance. There will be no adjustment from the base fee if the fund performs within the “null zone” defined as +/-20 bps (0.2%) relative to the benchmark. The lowest possible fee is 0.25% (0.6% base fee minus 0.35% performance fee) should the sub-adviser underperform the Index by 2.10%. The highest possible fee is 0.95% (0.6% base fee plus 0.35% performance fee) should the sub-adviser outperform the Index by 2.10

EXHIBIT A TO SUB-ADVISORY AGREEMENT AMONG DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC.; ADVISORONE FUNDS; AND PENN CAPITAL MANAGEMENT COMPANY, INC. Effective July 1, 2006, (or as instructed by the Adviser) DUNHAM HIGH-YIELD BOND FUND Class C Ticker:...
Sub-Advisory Agreement • January 2nd, 2007 • Advisorone Funds

The performance fee of the fund will vary by up to +/-30 bps (0.30%) and shall be added to or subtracted from the base fee to arrive at the fulcrum fee. The comparative index is the Merrill Lynch High-Yield Cash Pay Index (the “Index”). The performance fee will be derived from a comparison of the net return of the fund’s Class N shares to that of the Index. The performance fee will increase/decrease by 1 bp (0.01%) for each 6.67 bps (0.0667%) of outperformance/underperformance of the Index; i.e., the fee will increase/decrease by approximately 15% of the difference in performance. There will be no adjustment from the base fee if the fund performs within the “null zone” defined as +/-20 bps (0.2%) relative to the benchmark. The lowest possible fee is 0.20% (0.50% base fee minus 0.3% performance fee) should the sub-adviser underperform the Index by 2.00%. The highest possible fee is 0.80% (0.5% base fee plus 0.3% performance fee) should the sub-adviser outperform the Index by 2.00%. For

EXHIBIT A TO SUB-ADVISORY AGREEMENT AMONG DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC.; ADVISORONE FUNDS; AND Effective July 1, 2006, (or as instructed by the Adviser) DUNHAM LARGE CAP VALUE FUND Class C Ticker: DCLVX DUNHAM LARGE CAP VLUE FUND Class...
Sub-Advisory Agreement • January 2nd, 2007 • Advisorone Funds

The performance fee of the fund will vary by up to +/-43 bps (0.43%) and shall be added to or subtracted from the base fee to arrive at the fulcrum fee. The comparative index is the Russell 1000 Value Index (the “Index”). The performance fee will be derived from a comparison of the net return of the fund’s Class N shares to that of the Index. The performance fee will increase/decrease by 1 bp (0.01%) for each 5 bps (0.05%) of outperformance/ underperformance of the Index; i.e., the fee will increase/decrease by approximately 20% of the difference in performance. There will be no adjustment from the base fee if the fund performs within the “null zone” defined as +/-150 bps (1.5%) relative to the benchmark. The lowest possible fee is 0.00% (0.43% base fee minus 0.43% performance fee) should the sub-adviser underperform the Index by 2.15%. The highest possible fee is 0.86% (0.43% base fee plus 0.43% performance fee) should the sub-adviser outperform the Index by 2.15%. For fund returns eq

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