0001580642-17-001171 Sample Contracts

THE DUNHAM FUNDS SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 27th, 2017 • Dunham Funds • California

This AGREEMENT is dated January 4, 2017 and updates the Agreement effective May 1, 2012, and amended December 16, 2014, among DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC., a California corporation (the “Adviser”), DUNHAM FUNDS, a Delaware statutory trust (the “Trust”) and BARINGS LLC, a Delaware Limited Liability Corporation (the “Sub-Adviser”) (each a “Party,” and together, the “Parties”).

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AMENDMENT TO THE SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 27th, 2017 • Dunham Funds

This Amendment is made effective as of the 1st day of February 2017, (the “Effective Date”) to the Sub-Advisory Agreement by and among DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC., a California corporation (the “Adviser”), DUNHAM FUNDS, a Delaware statutory trust (the “Trust”) and NEWFLEET ASSET MANAGEMENT LLC, a State of Delaware limited liability company (the “Sub-Adviser”) (each a “Party,” and together, the “Parties”) dated September 17, 2013 (the “Agreement”).

AMENDMENT TO THE SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 27th, 2017 • Dunham Funds

This Amendment is made effective as of the 19th day of September 2016, (the “Effective Date”) to the Sub-Advisory Agreement by and among DUNHAM & ASSOCIATES INVESTMENT COUNSEL, INC., a California corporation (the “Adviser”), DUNHAM FUNDS, a Delaware statutory trust (the “Trust”) and PENN CAPITAL MANAGEMENT COMPANY, INC., a State of Delaware corporation (the “Sub-Adviser”) (each a “Party,” and together, the “Parties”) dated September 23, 2014 (the “Agreement”).

SHAREHOLDER SERVICING PLAN AND AGREEMENT
Shareholder Servicing Plan and Agreement • February 27th, 2017 • Dunham Funds

June 21, 2016 to add Dunham Alternative Dividend Fund and to delete Dunham Large Cap Growth Fund and Dunham Alternative Income Fund.

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