GemCom, LLC

The Dunham Funds (the "Trust") has adopted this Amended and Restated Rule 12b-1 Plan (the "Plan") for Class A Shares of each fund listed on Appendix A hereto (each a “Fund” and collectively, the “Funds”), in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”):

Subject to the supervision of the Board of Trustees of the Trust, the Trust may, directly or indirectly, finance any distribution, sales or promotional activity that is primarily intended to result in the sale of shares of the Funds, including but not limited to, the following: (a) payments, including incentive compensation, to securities dealers or brokers, administrators or other financial intermediaries, financial institutions, investment advisors and others ("Intermediaries") that are engaged in the sale of Fund shares, or that may be advising shareholders of the Trust regarding the purchase, sale or retention of Fund shares, or that hold Fund shares for shareholders in omnibus accounts or as shareholders of record or provide shareholder or administrative services to a Fund and its shareholders; (b) payments made to Intermediaries that render shareholder support services not otherwise provided by the Trust's transfer agent, including, but not limited to, expenses related processing new account applications, transmitting customer transaction information to the Fund’s transfer agent, answering routine shareholder inquiries, providing office space, equipment and telephone facilities, and providing such other shareholder services as the Trust may reasonably request; (c) expenses of maintaining personnel (including personnel of organizations with which the Trust has entered into agreements related to this Plan) who engage in or support distribution of Fund shares; (d) costs of preparing, printing and distributing prospectuses and statements of additional information and reports of the Funds for recipients other than existing shareholders of the Funds; (e) costs of formulating and implementing marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (f) costs of preparing, printing and distributing sales literature; (g) costs of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Trust may, from time to time, deem advisable; and (h) costs of implementing and operating this Plan (collectively, "Distribution and Service Support"). The Trust is authorized to engage in the activities listed above, and in any other activities related to the distribution of Class A Shares, either directly or through other persons with which the Trust has entered into agreements related to this Plan.

Each Fund is authorized to compensate the Trust's distributor (the "Distributor") for providing or arranging to provide Distribution and Service Support under this Plan. Each Fund will pay the Distributor a fee at the annual rate of one-quarter of one percent (0.25%) of the Fund’s average daily net assets attributable to Class A shares.. The fee will be accrued by the Funds daily, and will be payable on the last day of each calendar month for services performed hereunder during that month or on such other schedule as Distributor shall request in writing. The Distributor may waive its right to any fee to which it is entitled hereunder, provided such waiver is delivered to the Funds in writing. The Distributor may use such fee, among other things, to make the payments contemplated by Section 3 of this Plan.

Payments under this Plan are not tied exclusively to expenses incurred. To the extent that amounts paid hereunder are not used to specifically compensate Intermediaries for sales, promotional and shareholder servicing activities, such amounts shall be retained by the Distributor as compensation for distribution-related services. Fees with respect to a Fund will be payable by such Fund to the Distributor until either this Plan or the Distribution Agreement between the Trust and the Distributor is terminated or not renewed with respect to shares of that Fund. If either this Plan or the Distribution Agreement is terminated or not renewed with respect to the shares of any Fund, any expenses incurred by the Distributor under this Plan on behalf of the Fund which are in excess of payments which the Distributor has received or accrued through the termination date will be the sole responsibility and liability of the Distributor, and are not obligations of the Fund.

The Trust hereby authorizes the Distributor to enter into written agreements with Intermediaries to provide Distribution and Service Support related to the Plan. The Distributor may compensate Intermediaries for providing Distribution and Service Support to Class A shareholders from any fees received under the Plan as provided in Section 2 of this Agreement Payments to an Intermediary as compensation for providing Distribution and Service Support are contingent upon compliance by the Intermediary with the terms of the written agreement between the Distributor and the Intermediary.

The Distributor will, in its sole discretion, determine the amount of any payments made to Intermediaries pursuant to this Plan, and may from time to time in its sole discretion increase or decrease the amount of such payments; provided, however, that no such payment will increase the amount which the Funds are required to pay to the Distributor under either this Plan.

Distributor will be responsible for the payment of all expenses incurred by it in rendering the foregoing services, except that the Funds will pay the cost of typesetting, printing and delivering prospectuses to existing shareholders of each Fund and of preparing and printing subscription application forms for shareholder accounts.

This Plan has been approved by the Board of Trustees of the Trust in accordance with Rule 12b-1(b)(2) of the 1940 Act.

This Plan became effective on January 15, 2008 and its continuation until January 15, 2010 was approved by the Board of Trustees. This Plan may be continued for successive twelve (12) month periods (computed from each January 15), provided that such continuation is specifically approved at least annually by vote of the Board of Trustees of the Trust and by a vote of a majority of those Trustees who are not "interested persons" (as defined in the 1940 Act) ("Independent Trustees") and who have no direct or indirect financial interest in the operation of this Plan, cast in person at a meeting called for the purpose of voting on this Plan.

This Plan may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of this Plan or any agreement related to this Plan, or by vote of a majority of our outstanding voting securities, as defined in the 1940 Act.

The Distributor shall provide the Board of Trustees of the Trust, and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Plan or any related agreement and the purposes for which such expenditures were made.

This Plan may not be amended to increase materially the maximum amount to be paid hereunder without shareholder approval and all material amendments to this Plan shall be approved only in accordance with the provisions of Section 4(B) of this Plan.

While this Plan is in effect, the Trust will comply with those fund governance standards in Rule 0-1(a)(7) under the 1940 Act then in effect, including the requirements that (a) the selection and nomination of Independent Trustees will be made solely at the discretion of the existing Independent Trustees; (b) any person who acts as legal counsel for the Independent Trustees shall be independent legal counsel as defined in Rule 0-1(a)(6) under the 1940 Act; (c) the Board of Trustees conduct an annual self-assessment and (d) the Independent Trustees meet at least quarterly in a session at which no Trustees who are interested persons are present.

The Trust will preserve copies of this Plan (including any amendments thereto) and any related agreements and all reports made pursuant to Paragraph 5 hereof for a period of not less than six years from the date thereof, the first two years in an easily accessible place.

As this Plan covers Class A Shares of the Funds, the provisions of this Plan are severable as to each series. Actions required to be taken under this Plan must be taken separately for each series of shares affected by the matter.

Dunham Corporate/Government Bond Fund

Dunham High-Yield Bond Fund

Dunham Real Estate Stock Fund

Dunham Appreciation & Income Fund

Dunham International Stock Fund

Dunham Large Cap Value Fund

Dunham Small Cap Value Fund

Dunham Large Cap Growth Fund

Dunham Emerging Markets Stock Fund

Dunham Small Cap Growth Fund

Dunham Monthly Distribution Fund*

*This schedule was amended on May 14, 2008 to add Dunham Monthly Distribution Fund