0000910472-10-000379 Sample Contracts

THE DUNHAM FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 9th, 2010 • Dunham Funds • California

This AGREEMENT is dated April 6, 2010, and effective on or about May 1, 2010, among DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC., a California corporation (the “Adviser”), DUNHAM FUNDS, a Delaware statutory trust (the “Trust”) and PVG ASSET MANAGEMENT CORPORATION, a Colorado corporation (the “Sub-Adviser”) (each a “Party,” and together, the “Parties”).

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Distribution Agreement Schedule A
Distribution Agreement • April 9th, 2010 • Dunham Funds

* This schedule was amended on May 14, 2008 to add Dunham Monthly Distribution Fund and on March 23, 2010 to add Dunham Loss Averse Growth Fund.

CUSTODY AGREEMENT
Custody Agreement • April 9th, 2010 • Dunham Funds • Minnesota

THIS AGREEMENT is made and entered into as of this 30th day of March, 2010, by and between the Dunham Funds, a Delaware business trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

SHAREHOLDER SERVICING PLAN AND AGREEMENT
Shareholder Servicing Plan and Agreement • April 9th, 2010 • Dunham Funds

*This schedule was amended on May 14, 2008 to add Dunham Monthly Distribution Fund and on March 23, 2010 to add Dunham Loss Averse Growth Fund ..

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