0000910472-11-000207 Sample Contracts

THE DUNHAM FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 25th, 2011 • Dunham Funds • California

AGREEMENT dated December 6, 2010, and effective December 31, 2010, among DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC., a California corporation (the “Adviser”), DUNHAM FUNDS, a Delaware statutory trust (the “Trust”) and WESTCHESTER CAPITAL MANAGEMENT, LLC, a Delaware limited liability corporation (the “Sub-Adviser”) (each a “Party,” and together, the “Parties”).

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