0000910472-08-000067 Sample Contracts

THE DUNHAM FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 22nd, 2008 • Dunham Funds • California

AGREEMENT among DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC., a California corporation (the "Adviser"), DUNHAM FUNDS, a Delaware statutory trust (the “Trust”) on behalf of its series 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 • February 22nd, 2008 • Dunham Funds • California

AGREEMENT made among DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC., a California corporation (the "Adviser"), DUNHAM FUNDS (the “Trust”) on behalf of its series Dunham Large Cap Value Fund and C.S. McKEE, LP, a Pennsylvania Limited Partnership (the "Sub-Adviser") (each a “Party,” and together, the “Parties”).

INVESTMENT ADVISORY AGREEMENT between DUNHAM FUNDS and DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC.
Investment Advisory Agreement • February 22nd, 2008 • Dunham Funds • California

AGREEMENT made this 15th day of January, 2008, by and between DUNHAM 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").

TRANSFER AGENCY AND SERVICE AGREEMENT between the DUNHAM FUNDS and GEMINI FUND SERVICES, LLC
Transfer Agency and Service Agreement • February 22nd, 2008 • Dunham Funds • New York

AGREEMENT made the 15th day of January 2008, by and between the Dunham Funds, a Delaware Business Trust, having its principal office and place of business at 10251 Vista Sorrento Parkway, Suite 200, San Diego, CA 92121 (the "Trust"), and Gemini Fund Services, LLC., a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“GFS”).

CLASS C DISTRIBUTION PLAN AND AGREEMENT PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
Distribution Agreement • February 22nd, 2008 • Dunham Funds

PLAN AND AGREEMENT made as of January 15, 2008 by and between Dunham Funds (the "Trust"), and the distributor for Dunham Funds, Dunham & Associates Investment Counsel, Inc. (the “DISTRIBUTOR”).

THE DUNHAM FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 22nd, 2008 • Dunham Funds • California

AGREEMENT among DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC., a California corporation (the "Adviser"), DUNHAM FUNDS (the “Trust”) on behalf of its series Dunham International Stock Fund (the “Fund”) and NEUBERGER BERMAN MANAGEMENT INC., a New York Corporation (the "Sub-Adviser") (each a “Party,” and together, the “Parties”).

CONSULTING AGREEMENT
Consulting Agreement • February 22nd, 2008 • Dunham Funds • Nebraska

This Consulting Agreement (the “Agreement”) is effective January 15, 2008, between FUND COMPLIANCE SERVICES, LLC, a Nebraska limited liability company located at 450 Wireless Boulevard, Hauppauge, NY 11788 (“FCS”), and DUNHAM FUNDS, a registered investment company organized as a Delaware business trust, located at 10251 Vista Sorrento Parkway, Suite 200, San Diego, CA 92121 (the "Trust"), on behalf of each portfolio series listed on the attached Appendix A (each a “Fund” and collectively “Funds”).

GLOBAL CUSTODIAL SERVICES AGREEMENT
Custodial Services Agreement • February 22nd, 2008 • Dunham Funds • New York

THIS GLOBAL CUSTODIAL SERVICES AGREEMENT is made on September 17, 2007, by and between AdvisorOne Funds, a statutory trust organized under the laws of Delaware, (the “Client ”) and Citibank, N.A. acting through its offices located in New York, New York (the “Custodian”).

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