Dunham

Firm Brochure Form ADV Part 2A Item 1 – Cover Page SEC File No. 801-25803 6256 Greenwich Drive Suite 550 San Diego, CA 92122 Phone: 858-964-0500 Email: compliance@dunham.com Website: www.dunham.com March 30, 2026 This brochure provides information about the qualifications and business practices of Dunham & Associates Investment Counsel, Inc. If you have any questions about the contents of this brochure, please contact us at compliance@dunham.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Dunham & Associates Investment Counsel, Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov. Dunham & Associates Investment Counsel, Inc., doing business as “Dunham,” is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. i  FIRM BROCHURE Item 2 — Material Changes This publication of the Form ADV Part 2A contains highlights of the changes that have been made to this brochure since the last update in March 2025. Some of these items may be deemed material changes from our last filing.  The firm conducts business under the name Dunham, a registered fictitious business name of Dunham & Associates Investment Counsel, Inc.  The sections titled “Advisory Business” and “Methods of Analysis, Investment Strategies and Risk of Loss” have been updated to describe the addition of DunhamDC, the firm’s proprietary, algorithmic rebalancing program and the DRIP feature to the Standard Asset Allocation Program.  The section titled “Other Financial Industry Activities and Affiliations” and “Client Referrals and Other Compensation” have been updated to clarify that DAIC’s affiliate Dunham Trust Company does business as “Dunham Trust” (Nevada) and “Dunham Private Trust” (Wyoming), and to provide additional detail regarding certain third parties who hold non‑controlling minority interests in Dunham Trust Company and receive referral compensation.  The section titled “Other Financial Industry Activities and Affiliations” has been updated as DAIC now offers access to a third-party mortgage platform; DAIC does not receive referral fees or economic benefits from this service.  New Private Fund Offering. DAIC now serves as the investment adviser to Dunham VIP Ventures L.P. (the “Private Fund”), a new private investment partnership offered to “Qualified Purchasers” as defined in Section 2(a)(51) of the Investment Company Act. Dunham Ventures GP, LLC, an affiliate of DAIC, serves as the general partner. The Private Fund differs from DAIC’s existing programs as it involves illiquid, long-term private equity and other private investment vehicles offered under a 3(c)-7 structure. Corresponding disclosures have been added in Items 4, 5, 6, 8, 10, 11, 12, 15, and 17. ii  FIRM BROCHURE Item 3 — Table of Contents Item 1 — Cover Page ...................................................................................................................................... i Item 2 — Material Changes .......................................................................................................................... iii Item 4 — Advisory Business ........................................................................................................................... 1 Item 5 — Fees and Compensation ................................................................................................................. 3 Item 6 — Performance-Based Fees and Side-By-Side Management ............................................................. 7 Item 7 —Types of Clients ............................................................................................................................... 7 Item 8 — Methods of Analysis, Investment Strategies and Risk of Loss ....................................................... 9 Item 9 — Disciplinary Information ............................................................................................................... 14 Item 10 — Other Financial Industry Activities and Affiliations .................................................................... 14 Item 11 — Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .......................................................................................................................................... 22 Item 12 — Brokerage Practices .................................................................................................................... 22 Item 13 — Review of Accounts .................................................................................................................... 24 Item 14 — Client Referrals and Other Compensation ................................................................................. 25 Item 15 — Custody ....................................................................................................................................... 25 Item 16 — Investment Discretion ................................................................................................................ 26 Item 17 — Voting Client Securities .............................................................................................................. 26 Item 18 — Financial Information ................................................................................................................. 28 Item 19 — Requirements for State-Registered Advisers ............................................................................. 28 iii  FIRM BROCHURE Item 4 — Advisory Business Founded in 1985, Dunham & Associates Investment Counsel, Inc., doing business as Dunham (“DAIC” or “Dunham”) is a private wealth management firm, registered with the SEC as an investment adviser and Broker-Dealer. DAIC is wholly-owned by Dunham & Associates Holdings, Inc. (“Dunham Holdings”), which also owns Dunham Trust Company (“DTC”), a Nevada Trust Company, Dunham Ventures GP, LLC, and Dunham & Associates Securities, Inc. (“DASI”). As of December 31, 2025, DAIC had approximately $5.63 billion of assets under management. Of that amount, DAIC had $4.74 billion in discretionary assets under management and $888 million in non-discretionary assets under management. The principal owner of Dunham Holdings is Jeffrey A. Dunham, Chief Executive Officer of DAIC. DAIC currently offers five types of advisory services: mutual funds, wrap programs, separately managed accounts (“SMAs”), investment consulting services and a private fund. DAIC offers a proprietary family of sub-advised mutual funds (the “Dunham Funds”) that operate on performance-based advisory fees, commonly known as fulcrum fees. DAIC is the investment adviser to the Dunham Funds. DAIC selects sub-advisers based on its evaluation of their skills and investment results in managing assets for specific asset classes, investment styles and strategies. The investment objectives of the Dunham Funds range from current income to total return. The Dunham Funds represent unique asset classes and are available individually or as part of wrap programs. DAIC sponsors two wrap programs: (i) the Standard Asset Allocation Program (“Standard Program”); and (ii) the Custom Asset Allocation Program (“Custom Program”) (collectively, the “Wrap Programs”). DAIC selects the Dunham Funds, or other mutual funds that are offered in the Wrap Programs. DAIC also determines the allocations and sector weights of the core asset allocation models (“Core Allocations”) for the Wrap Programs. Clients choose from the Core Allocations and/or any combination of eligible Dunham Funds available in their selected Wrap Program or the DunhamDC proprietary algorithm (“DunhamDC”, “Program”) representing different asset classes. The Standard Program features seventeen Allocation models and the DunhamDC proprietary algorithm. The Custom Program allows clients to invest in any combination of the eligible Dunham Funds and/or Core Allocations or the DunhamDC proprietary algorithm. Clients may place reasonable restrictions, or make reasonable modifications to existing restrictions, regarding the management of their Wrap Program account. DAIC provides SMAs for high-net-worth individuals. DAIC serves as investment adviser to the SMAs and tailors its investment advice to each client based on the client’s investment profile/objectives. The SMAs may invest in individual securities, ETFs and mutual funds, including Dunham Funds. Clients may place reasonable restrictions, or make reasonable modifications to existing restrictions, regarding the management of their SMAs. To the extent specifically requested by a client, DAIC may determine to provide portfolio review and non- discretionary investment consulting services. Prior to engaging DAIC to provide stand- alone consulting services, clients are required to enter into a Consulting Agreement with DAIC setting forth the terms and 1  FIRM BROCHURE conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client prior to DAIC commencing services. In performing its portfolio review and investment consulting services, DAIC shall not be required to verify any information received from the client or from the client’s other professionals, and it is expressly authorized to rely thereon. Moreover, each client is advised that DAIC’s services do not include investment implementation or ongoing investment supervision, monitoring, or reporting services. If requested by the client, DAIC may recommend the services of other professionals for implementation purposes. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from DAIC. Financial advisors may, as agreed from time to time with clients, provide financial planning or financial consulting services to clients utilizing the Dunham Retirement Income Plan (“DRIP” or “Plan”). DRIP places the focus on developing strategic investment plans that are based on the individual needs of clients. This framework attempts to help investors understand the benefits of having an overall long-term investment approach while segmenting their portfolio into two or more portfolios to budget for any combination of short-, mid-, and long-term goals. The financial advisor may recommend DAIC’s Custom Asset Allocation Program or Standard Asset Allocation Program as a means of implementing the different portfolio strategies. DAIC serves as investment adviser for a private fund Dunham VIP Ventures L.P. (the “Private Fund”), a private fund offered exclusively to “Qualified Purchasers” as defined in Section 2(a)(51) of the Investment Company Act. For purposes of this Brochure, the Private Fund is the client of DAIC. The Private Fund seeks long-term capital appreciation primarily through privately negotiated equity and equity-related investments in private equity funds and other private vehicles. The Private Fund may also invest in primary and secondary private equity interests, real assets and real estate vehicles, hedge funds, and daily liquid investments for cash management. The Private Fund may invest in vehicles sponsored or managed by DAIC or its affiliates, including the Dunham Funds. Individuals who are also clients of DAIC may acquire a limited partnership interest in the Private Fund. This may result in a conflict of interest because DAIC must act in the best interests of both the Private Fund and the individual purchasing the limited partnership interests in the Private Fund, which may have competing interests. DAIC and its affiliates (including Mr. Dunham) may be incentivized to recommend investment in the Private Fund as DAIC receives management fees and an affiliated entity, Dunham Ventures GP, LLC receives an incentive allocation in its capacity as general partner of the Private Fund. DAIC is conflicted in the following ways: (i) recommending that a client liquidate lower risk investments (such as Dunham Funds, third-party mutual funds or other assets) to raise funds to invest in the Private Fund; and (ii) foregoing the opportunity to invest in an alternative private fund or other investment that has more attractive terms (e.g., less fees, etc.) to the client than the Private Fund. DAIC mitigates any potential conflicts by providing adequate disclosures and other information to clients. The minimum subscription amount is $1,000,000. The general partner may, in its sole discretion, opt to waive such minimum. Subscriptions are limited to eligible investors as described in the Private Fund’s offering documents. 2  FIRM BROCHURE The Private Fund is intended to be a long-term investment with limited liquidity. Investors should expect limited access to capital for a period of five to seven years. Subject to available liquidity and the general partner’s discretion, the Private Fund intends to offer semi-annual withdrawal opportunities with advance notice. Aggregate withdrawals are generally limited to 25% of invested capital over a 12-month period. Redemptions in excess of 50% of an investor’s original commitment prior to the fifth anniversary date may be subject to a 10% redemption fee. DAIC is affiliated with Dunham Ventures GP, LLC, which serves as the Private Fund’s general partner. Dunham Trust Company, an affiliate of DAIC, serves as the Private Fund's custodian and recordkeeper. A third-party administrator provides fund accounting services for the Private Fund. The Net Asset Value (NAV) is calculated quarterly by the administrator using (i) valuations reported by the underlying funds, which may be lagged, (ii) observable market data where available, and (iii) fair value determinations approved by the Valuation Committee when quotations are unavailable or unreliable. The administrator does not act as a pricing agent and relies on information from the managers of the underlying funds subject to the Valuation Committee’s oversight. Fair values may involve unobservable (Level 3) inputs and can differ from amounts realized in actual transactions. Because the incentive allocation is derived from the NAV, valuation outcomes may affect compensation. The Private Fund is subject to an annual audit by a PCAOB-registered independent public accountant. Audited financial statements are distributed to all investors within 120 days of the Private Fund’s fiscal year-end, in accordance with the SEC Custody Rule. Item 5 — Fees and Compensation Dunham Funds As investment adviser to the Dunham Funds, DAIC receives investment advisory fees from the Dunham Funds. Also, as distributor of Dunham Fund shares, DAIC may receive compensation in connection with the sale of the Fund shares. DAIC may receive all or a portion of these fees. These payments can be significant. This has the potential to create a conflict of interest, as it may provide an incentive for DAIC to recommend the purchase of the Dunham Funds rather than other similarly-situated mutual funds. In addition, DAIC may be incentivized to recommend clients to invest assets (cash) into Core Allocations, to the extent the recommendation is suitable and in the best interest of the client. This potential conflict of interest is addressed by DAIC through communications to, and training and supervision of, its representatives, and by providing disclosure to the client of specific conflicts as part of the documentation provided to each client at the time of sale. Any fees that DAIC receives from the Dunham Funds or from investors in Dunham Funds, are disclosed in the Prospectuses of the Dunham Funds. Wrap Program Fees Detailed advisory and expense fee information about the Wrap Program is available in the Wrap Fee Program 3  FIRM BROCHURE Brochure (Wrap Brochure). The Wrap Brochure is provided with this brochure and is prepared specifically for prospective and current participants in the Wrap Program. SMAs For SMAs, DAIC’s actual advisory fees, minimum fees and minimum account sizes may be negotiated and may vary due to a variety of factors, including the particular circumstances of the client, specific investment strategies mandated by the client, account size, or as otherwise may be agreed with specific clients. As a result, DAIC may offer certain clients lower fees than other clients. The specific fees that DAIC charges an SMA client are set forth in the client’s written investment management agreement with DAIC. DAIC generally bills its advisory fees on a quarterly basis in arrears unless otherwise stated in the written management agreement with a client. Clients also may be billed directly for fees or authorize DAIC to directly debit fees from client accounts. Accounts initiated or terminated during a calendar quarter will be charged a prorated fee. Upon termination of any account, any earned, unpaid fees will be due and payable. Total fees charged to a SMA client range from 0.25% to 1.00%. A portion of this fee may be paid by DAIC to DTC for providing custody and portfolio accounting services to SMA clients who elect such services. DAIC compensates DTC for its services under a professional services agreement. Participation in an SMA may cost a client more or less depending on the circumstances. For example, if there is heavy trading activity in a SMA, the advisory fees may cost the client less than if the client were charged brokerage commissions for each trade. Conversely, little trading activity could result in the advisory fees exceeding the cost of the brokerage commissions charged for each trade. Private Fund The Private Fund will pay DAIC an annual management fee of one percent (1.00%), calculated on the Private Fund’s net NAV and billed quarterly in arrears. The general partner will receive an incentive allocation equal to 10% of the increase in each investor’s NAV from the prior quarter-end, payable when calculated by the third-party administrator. The incentive allocation is charged only to “Qualified Clients” within the meaning of Rule 205-3 under the Advisers Act. Because the Private Fund invests in other private investment vehicles, investors indirectly bear their proportionate share of management fees, performance allocations ("carried interest"), and expenses charged by the underlying vehicles. DAIC does not offset the Fund-level management fee by any fees earned at the underlying vehicle level. The Private Fund may invest in Dunham Funds or affiliated cash management vehicles for the liquid sleeve. DAIC has a financial incentive to select affiliated investments over third-party options, as these investments may generate additional fees for DAIC and its affiliates. This creates a potential conflict of interest, which DAIC 4  FIRM BROCHURE addresses through disclosure in this brochure and the Private Fund’s offering documents. The Private Fund also incurs third-party administrator fees, custody/recordkeeping fees, audit, tax, and legal expenses. These expenses are paid by the Private Fund and are reflected in the NAV calculation. Any fees that DAIC or its affiliates receives from the Private Fund are disclosed in the Private Fund’s offering documents. Investment Consulting Services To the extent specifically requested by a client, DAIC may determine to provide portfolio review and investment consulting services on a stand-alone separate fee basis. DAIC’s portfolio review and investment consulting service fees are negotiable, which may be higher depending upon the level and scope of the service(s) required. Prior to engaging DAIC to provide stand-alone consulting services, clients are required to enter into a Consulting Agreement with DAIC setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client prior to DAIC commencing services. If the client terminates, the balance, if any, of DAIC’s fee shall be paid by the client, including the fee due for services rendered by DAIC but not previously invoiced to the client. Fees shall be prorated and charged upon termination. Other Expenses Regarding Dunham Funds and SMAs Dunham Funds. In addition to advisory fees, mutual fund clients may incur fees for 12b-1, custodian, administrative services, transfer agent, state registration, SEC registration, ICI membership, state and city taxes, audit, printing, mailing, legal, compliance, as well as directors expenses and a portion of the Chief Compliance Officer’s compensation. SMAs. Clients will typically pay fees to their custodian in addition to advisory fees. Depending on the strategy in which the account invests, the account may incur brokerage fees for most equity trading, and the effect of the difference with respect to the bid/ask spread for trading in fixed income investments. Solicitor Agreement DAIC enters into solicitor agreements with individuals who refer investment advisory clients to DAIC from time to time. Compensation is either based on a percentage of (i) the annual account balance; or (ii) the fees earned and received, both paid quarterly. The solicitor agreement includes a representation that the solicitor’s activities comply with applicable federal or state laws. Rollover to IRAs When DAIC’s investment advisors provide investment advice regarding a retirement plan account or individual retirement account, the associated person is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code section 4975(c) (1) (IRC), as applicable, which are laws governing retirement accounts (“Qualified Account”). DAIC and its investment advisors who act as a fiduciary by providing investment advice for such retirement accounts are 5  FIRM BROCHURE generally prohibited from receiving compensation unless in compliance with applicable prohibited transaction exemptions under ERISA or the IRC as authorized by the U.S. Department of Labor. The way DAIC is compensated creates some conflicts of interests, so for retirement accounts, DAIC operates under a special rule that requires DAIC to act in the client’s best interest and not put DAIC’s or DAIC’s investment advisor’s interest ahead of the clients. A conflict of interest exists to the extent that DAIC’s associated persons recommend that a client roll over assets from a qualified employer-sponsored retirement plan (“Employer Plan”) to an Individual Retirement Account (“IRA”) that invests in the Wrap Programs. DAIC and its associated persons receive compensation as a result of a client’s participation in the Wrap Programs and have a financial incentive to recommend the roll over. When considering rolling over assets from an Employer Plan to an IRA a client should review and consider the advantages and disadvantages of an IRA rollover from the Employer Plan. A plan participant leaving an employer typically has four options (and may engage in a combination of these options): (1) leave the money in the former employer’s plan, if permitted; (2) rollover the assets to a new employer’s plan (if available and rollovers are permitted); (3) rollover Employer Plan assets to an IRA; or, (4) cash out the Employer Plan assets and pay the required taxes on the distribution. At a minimum, a client should consider fees and expenses, investment options, services, penalty-free withdrawals, protection from creditors and legal judgments, required minimum distributions, and employer stock. DAIC encourages clients to discuss their options and review the above listed considerations with an accountant, third-party administrator, investment advisor to your Employer Plan (if available), or legal counsel, to the extent necessary. A client may face increased fees when he/she moves retirement assets from an Employer Plan to a Rollover IRA account. Even if there are no costs associated with the IRA rollover itself, there will be costs associated with account administration, investment management, or both. Investing in an IRA that invests in the Wrap Programs will typically be more expensive than an Employer Plan. By recommending that a client rollover his/her Employer Plan assets to an IRA, DAIC will earn program fees and advisory fees as more fully described in the Wrap Brochure. In addition to these fees, the underlying investment in the Wrap Programs, the Dunham Funds, may charge Rule 12b-1 and sub-transfer agent fees, management fees and administrative expenses, and other charges required by law. DAIC may receive a portion of these fees. These payments are significant. This has the potential to create a conflict of interest, as it may provide an incentive for DAIC to recommend the purchase of the Dunham Funds rather than other similarly situated mutual funds. While the Dunham Funds’ fees are competitive, they are not meant to be low-cost investment options. Fees charged by comparable third-party funds may be lower. As a result, DAIC has an economic incentive to encourage an individual to rollover Employer Plan assets into an IRA that invests in the Wrap Programs. In contrast, leaving assets in the Employer Plan or rolling the assets to a plan sponsored by the new employer results in no compensation to DAIC. 6  FIRM BROCHURE Item 6 — Performance-Based Fees and Side-By-Side Management Custom Program DAIC offers a performance-based fee structure in its Custom Program. Detailed information about this fee structure is available in the Wrap Brochure. Private Fund Dunham Ventures GP, LLC, an affiliate of DAIC who serves as general partner to Dunham VIP Ventures L.P., receives incentive allocation in Dunham VIP Ventures L.P. All arrangements are entered into in accordance with Rule 205-3 under the Advisers Act. Incentive allocation arrangements may create an incentive for DAIC to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. However, DAIC’s procedures are designed and implemented, in part, to ensure that all clients are treated fairly and equitably over time. For specific information regarding the calculation and collection of incentive allocation arrangements for Dunham VIP Ventures L.P., please see the Private Fund’s offering memorandum and partnership agreement. The Private Fund accepts subscriptions from “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act 1940 Act and the rules thereunder. DAIC manages the Private Fund alongside other client accounts. This may give rise to potential conflicts in the allocation of investment opportunities, time, or resources among different client accounts. Although the Private Fund pursues investment strategies that differ from those used for most other clients, DAIC’s responsibilities to multiple clients may nonetheless create competing demands on the firm’s personnel and resources. DAIC has adopted policies and procedures designed to allocate opportunities and manage these responsibilities in a fair and equitable manner over time. Item 7 —Types of Clients Types of Clients DAIC’s advisory services are generally provided to the following client types: Investors utilizing the Wrap Programs; Investors utilizing the SMAs; and  Registered investment companies, primarily Dunham Funds;    DTC and/or clients of DTC.  Private Fund Account Requirements Dunham Funds 7  FIRM BROCHURE The Dunham Funds require the stated minimum account sizes to open and maintain an account: Account Requirements Class A Shares Class C Shares Class N Shares Tax-Deferred Accounts $ 2,000 $ 2,000 $ 50,000 Regular Accounts (Taxable) $ 5,000 $ 5,000 $ 100,000 These minimums may be waived at the discretion of DAIC. Wrap Programs The Wrap Programs require the stated minimum account sizes to open and maintain an account: Account Requirements Standard Program Custom Program Qualified (Retirement) Account Minimum $ 5,000 $ 25,000 $ 10,000 Non-Qualified Account Minimum $ 50,000 These minimums may be waived at the discretion of DAIC, the Wrap Program sponsor. For the Standard Program, accounts below the applicable minimum will be charged an annual $50 below minimum fee. For the Custom Program, accounts below the applicable minimum will be charged an annual $65 below minimum fee. Accounts will be assessed this fee on the anniversary date of the account. These minimums may be waived at the discretion of DAIC, the Wrap Program sponsor. SMAs The SMAs require the stated minimum account sizes to open and maintain an account: Account Requirements SMAs Qualified (Retirement) Account Minimum $ 500,000 $1,000,000 Non-Qualified Account Minimum These minimums may be waived at the discretion of DAIC. Private Fund The Private Fund accepts subscriptions from “qualified purchasers” as defined in Section 2(a)(51) of the 8  FIRM BROCHURE Investment Company Act 1940 Act and the rules thereunder. The minimum investment amount accepted by the Private Fund is $1,000,000. Account Requirements Private Fund Qualified (Retirement) Account Minimum $1,000,000 $1,000,000 Non-Qualified Account Minimum The general partner may, in its sole discretion, opt to waive such minimum. Item 8 — Methods of Analysis, Investment Strategies and Risk of Loss General Diversification via asset allocation remains at the forefront of DAIC’s investment strategies. DAIC’s asset allocation process seeks to optimize returns by allocating funds among different asset classes given various levels of risk tolerance. The investment process relies upon analysis of global, fundamental macroeconomic data (central bank decision-making, fixed income credit spreads, industrial output, etc.) and asset class risk- frontier research. The theory behind asset allocation is that diversification among asset classes can help reduce volatility over the long- term. DAIC believes that investment decisions should be made in light of the longer-term scope of a full market cycle, often 3 to 5 years. DAIC’s investment committee primarily decides the quarterly rebalancing of asset class-based strategic allocations, while the day-to-day investment decision-making within each mutual fund is left at the discretion of the Dunham Funds’ sub- advisers. Dunham Funds For descriptions of the strategies, methods of analysis, and risks of loss of any of the Dunham Funds, please refer to the respective Prospectus or Statement of Additional Information (SAI). Wrap Programs For descriptions of the strategies, methods of analysis, and risks of loss of the Wrap Programs, please refer to the Wrap Brochure. SMAs The following are general descriptions of current SMA investment strategies and their associated principal risks. Investing in these strategies involves a risk of loss of capital as markets can be volatile and can go down. 9  FIRM BROCHURE ETF Asset Allocation Philosophy. The ETF Asset Allocation Strategy is based on the premise that superior total returns can be achieved by investing in ETFs that provide exposure to four primary asset classes: (i) U.S. equity securities; (ii) alternative/hybrid securities; (iii) fixed income securities; and (iv) non-U.S. equity securities. The allocation among those asset classes will be in proportions consistent with DAIC’s evaluation of the expected returns and risks of each asset class as well as the allocation that, in DAIC’s view, will best meet the client’s investment objective. You should be aware that there are certain material risks associated with investing in the strategy noted above. These risks include (without limitation): Market Risk. The prices of the securities are subject to the risks associated with investing in the stock market, including general economic conditions and sudden and unpredictable drops in value. Overall securities values could decline generally or could underperform other investments. An investment may lose money. Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis, and other severe weather-related phenomena generally, and widespread disease and illness, including pandemics and epidemics (such as the coronavirus), have been and can be highly disruptive to economies and markets. Currency Risk. Adverse changes in currency exchange rates (relative to the U.S. dollar) may erode or reverse any potential gains from investments denominated in a foreign currency or may widen existing losses. Exchange rate movements are volatile and it may not be possible to effectively hedge the currency risks of many countries. Emerging Markets Risks. Emerging market countries may have relatively unstable governments, weaker economies, and less-developed legal systems which do not protect securities holders. Emerging market economies may be based on only a few industries and security issuers may be more susceptible to economic weakness and more likely to default. Emerging market securities also tend to be less liquid. Foreign Investing. Investments in foreign countries are subject to currency risk and country-specific risks such as political, diplomatic, regional conflicts, terrorism, war, social and economic instability and policies that have the effect of decreasing the value of foreign securities. Foreign countries may be subject to different trading settlement practices, less government supervision, less publicly available information, limited trading markets and greater volatility than U.S. investments. Asset Allocation Risk. In allocating assets, DAIC may favor markets or asset classes that perform poorly relative to other markets and asset classes. DAIC’s investment analysis, its selection of investments, and its assessment of the risk/return potential of asset classes and markets may not produce the intended results and/or can lead to an investment focus that results in underperforming other investment strategies. ETF Risk. ETFs are subject to investment advisory and other expenses, which will be indirectly paid by investors. As a result, the cost of investing in the strategy will be higher than the cost of investing directly in ETFs and may be higher than other mutual funds. The ETFs in which the strategy invests will not be able 10  FIRM BROCHURE to replicate exactly the performance of the indices they track and the market value of ETF shares may differ from their net asset value. ETFs are subject to specific risks, depending on the nature of the fund. Lower-Rated Securities Risk. Securities rated below investment-grade, sometimes called “high-yield” or “junk” bonds, are speculative investments that generally have more credit risk than higher-rated securities. Companies issuing high-yield fixed-income securities are not as strong financially as those issuing securities with higher credit ratings and are more likely to encounter financial difficulties. Lower rated issuers are more likely to default and their securities could become worthless. Changing Fixed Income Market Conditions Risk. During periods of sustained rising rates, fixed income risks will be amplified. If the U.S. Federal Reserve’s Federal Open Market Committee (“FOMC”) raises the federal funds interest rate target, interest rates across the U.S. financial system may rise. Rising rates tend to decrease liquidity, increase trading costs, and increase volatility, all of which make portfolio management more difficult and costly. DunhamDC Program DAIC offers a proprietary, algorithmic rebalancing program, the DunhamDC that is part of the Custom Program and Standard Program. The DunhamDC algorithm is a systematic and unemotional investment strategy that generally increases equity exposure as global stock prices decrease and reduces equity exposure when global stock prices increase, except if invested in the U.S. variant as further described below. With DunhamDC, the client, with his or her financial advisor is selecting the level of risk the client is willing to take within this strategy and whether the client is selecting the U.S. variant. The U.S. variant generally increases equity exposure as domestic stock prices decrease and reduces equity exposure when domestic stock prices increase. There are different portfolios for different risk tolerance and investment objectives which are tailored to the clients’ specific needs. Rebalancing is initiated based on the investment criteria set forth in the investor’s application and is further influenced by the DunhamDC algorithm. Accounts invested in DunhamDC are subject to a quarterly rebalance to its target allocation at the time based on the DunhamDC Program in addition to the signals provided by the DunhamDC Program at any given time. DunhamDC allocation and Core Allocation changes are made only if they result in an allocation value shift at the fund level of 1% or greater of the total account value. This includes if non-Dunham fund investments are in the Dunham account and the allocation value shift per fund is more than 1%. Due to the large deviation in equity to fixed income ratio at any given time, a large deviation in equity to fixed income ratio can have significant implications for the risk and return profile of the account. Accordingly, during periods of strong market growth the account may underperform accounts that do not have the DunhamDC feature. Conversely, during periods of strong market declines, the account may also be underperforming, as the account continues to decline, due to the higher exposure in equities. Similarly, if the fixed income investments underperform the equity investments, it is possible that the accounts using the DunhamDC feature may underperform accounts that do not have the DunhamDC feature, even though they may have adjusted the exposure to equity investment before a decline. 11  FIRM BROCHURE The Program uses simplified assumptions based primarily on historical data. The program operates within predefined parameters and rules and can make frequent purchases and redemptions at times which can result in a taxable event in the client’s account and may cause undesired tax-related consequences such as wash sales. While this approach can reduce emotional biases and enhance consistency, it limits adaptability to changing market conditions, economic considerations, or unforeseen events. Unforeseen changes in the markets or market expectations may require deviations from the Program’s prescribed approach, and such adaptability may be challenging to incorporate. While the DunhamDC algorithm is programmed based on specific criteria and rules, it cannot capture certain qualitative or contextual factors that can impact investment decisions or movement in the markets. Beyond the simplistic initial assumptions used to develop the algorithm, it lacks other inputs or considerations that human judgement and discretion may be necessary to evaluate. The algorithm does not use complex formulas and is designed to create a consistent process with limited assumptions based on historical data. It does not make any predictions and may add to certain investments before they perform poorly or may divest from other investments before they perform well. There is no guarantee that any investment strategy will meet its stated objectives. There may be economic times where all investments are unfavorable and depreciate in value. Market conditions and factors that influence investment outcomes are subject to change, and no program can fully account for all variables and events. No investment strategy or risk management technique can guarantee returns or eliminate risk in any market environment. There are no additional fees and expenses to use DunhamDC other than the advisory and expense fees for the Wrap Fee Program as described in the Wrap Fee Program Brochure. Dunham Retirement Income Plan (“DRIP”) DAIC offers a Dunham Retirement Income Plan (“DRIP” or “Plan”). DRIP seeks to help retirees by investing principal to establish regular, inflation-adjusted withdrawals of cash during retirement. The Plan seeks to set aside a thirteen to fifteen months reserve of liquid assets in the Distribution Portfolio allocated in the Dunham Insured Deposit Marketplace seeking to satisfy monthly distributions for current spending based on the client’s specific circumstances as part of the client’s overall financial plan. This reserve is funded by assets invested in an algorithmic rebalancing program DunhamDC) or another Dunham Custom Asset Allocation Program for the Customer Program accounts, or through Allocation models used in the Standard Program. This investment approach is designed to generate inflation-adjusted returns to replenish the reserve. The DRIP feature is available in both the Custom and Standard Program. The Plan invests the remaining capital to fund future spending in one or more portfolios, which can include the Flex Portfolio, Healthcare Portfolio and/ or Legacy Portfolio. These portfolios can be invested in the proprietary algorithmic rebalancing program DunhamDC or another Allocation of the Custom Program, or through Allocation models used in the Standard Program. DRIP was created to address risks common to those seeking retirement income, including inflation risk, market risk and longevity risk. DRIP is not an insurance product and is not guaranteed. Clients may lose money. 12  FIRM BROCHURE Private Fund For descriptions of the strategy, methods of analysis, and the risks of loss of Dunham VIP Ventures L.P., please refer to the Private Fund’s offering documents. Risk of Loss All investing involves a risk of loss that clients and investors in the Private Fund should be prepared to bear. DAIC cannot give any guarantee that it will achieve Dunham VIP Ventures L.P.’s investment objectives or that investors in the Private Fund will receive a return of their investment. Private Investment Partnership All investments in securities, including private investment partnerships, include a risk of loss of your principal (investment amount) and any profits that have not been realized (the securities were not sold to lock in the profit). For more detailed information regarding the risks of investing in the Private Fund managed by DAIC, please refer to and review the Private Fund’s offering documents. Investment markets do fluctuate and do so substantially from time to time. Importantly, historical global and domestic events have confirmed that the investment performance of any investment is not guaranteed. As a result, there is a risk of loss of the assets DAIC manages that may be out of DAIC’s control. DAIC cannot guarantee any level of performance or that you will not experience a loss of your assets. Investing in securities involves risk of loss that investors in the Private Fund managed by DAIC should be prepared to bear. Given the inherently illiquid nature of the underlying assets in the Private Fund, the investors in the Private Fund should be prepared to hold the investment as a long-term investment. Investors should expect limited access to capital for a period of at least five to seven years. Reliance on DAIC, the General Partner and Key Personnel The Private Fund’s performance depends on the judgment and expertise of DAIC and its principals, who have broad discretion over the selection, allocation, and management of underlying investments. Investors in the Private Fund do not have access to the detailed financial information available to DAIC or the general partner from underlying managers and therefore must rely entirely on their decisions. Because the Private Fund is effectively a blind pool at the time of subscription and invests in private funds and other private vehicles selected over time, investors will not know the specific underlying investments prior to committing capital. The loss of key personnel, or DAIC’s inability to identify, select, or retain underlying managers, could adversely affect the Private Fund’s performance. In addition, certain principals of DAIC, in addition to their responsibilities on behalf of the Private Fund, also have responsibilities for other investment activities, which may limit the time devoted to the Private Fund. Illiquidity Interests in underlying Partnerships are typically illiquid and may be difficult to sell or transfer, even under adverse market conditions. Investors in the Private Fund should expect that their capital may be tied up for an 13  FIRM BROCHURE extended period of time, and the Private Fund may be unable to dispose of underlying investments promptly or at favorable prices during market stress. Item 9 — Disciplinary Information There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of our investment advisory business or integrity of our management. Item 10 — Other Financial Industry Activities and Affiliations DAIC is a dually registered Broker-Dealer and investment adviser. DAIC is a wholly-owned subsidiary of the parent company Dunham Holdings and an affiliate of Dunham Trust Company, Dunham & Associates Securities, Inc. (“DASI”), and Dunham Ventures GP, LLC. Jeffrey Dunham is an officer, director, and principal shareholder of Dunham Holdings. As a registered representative, Mr. Dunham does not receive directly, sales commissions from sales of the Dunham Funds, however, DAIC may as disclosed in this brochure. Dunham Trust Company (‘DTC”), doing business as “Dunham Trust” and “Dunham Private Trust” is a privately held trust company. When operating as Dunham Trust, DTC is licensed by the Nevada Department of Business & Industry, Financial Institutions Division (“FID”). When operating as Dunham Private Trust, DTC is licensed and regulated in the State of Wyoming by the Wyoming Division of Banking. DTC provides a variety of trust and custodial services, including serving as administrator, trustee and/or investment manager of a trust. DTC generally provides investment management services through DAIC, however, may also delegate investment management to other approved financial advisors. A conflict of interest exists to the extent that DAIC’s associated persons recommend that a client utilize the trust services provided by DTC. By recommending that a client utilize the trust services and such client agreeing or selecting DTC as trustee, DAIC may receive advisory fees and DTC will receive trustee and/or administration fees. These payments may be significant. In contrast, recommending that a client use another trust company results in no compensation to DAIC or DTC. DTC and DAIC mitigate any potential conflicts by providing adequate disclosures and other information to clients. DTC may also pay a portion of its administration fees to non-affiliated financial services firm(s). These payments relate to DTC’s inclusion as a featured exhibitor on the financial services firm’s wealth management platform. Clients pay no additional fees to DTC or to the financial advisors at these firm(s) who utilize the platform. However, these payments may create a conflict of interest by influencing the financial services firm(s) to promote DTC’s trust and custodial services over another trust company. DTC also serves as custodian for certain DAIC clients. Certain board members who serve on the board of Dunham Private Trust hold non-controlling minority ownership interests (each less than five percent) in Dunham Trust Company. These individuals also maintain referral agreements with DAIC, Dunham Trust Company, under which they receive referral fees. Because these individuals both receive referral compensation and hold ownership interests in an affiliated trust 14  FIRM BROCHURE company, they have a financial incentive to recommend services provided by DAIC and its affiliated trust company. The firm addresses this conflict through written disclosures. Clients are not required to use DTC and may select any trust provider. A trust administered by DTC, holds a minority ownership interest in Dunham Holdings, which creates an additional affiliated business financial incentive. DTC and DAIC have an agreement in place where DTC employs DAIC to provide or arrange certain administrative, support, and investment advisory services, either directly or through affiliates. Under this agreement DTC pays DAIC a fixed monthly fee for administrative, support, and investment advisory services, either directly or through affiliates. Under this agreement, DTC pays DAIC a fixed monthly fee for the administrative and support services it provides. Additionally, DAIC charges its standard fees for investment advisory services it performs. DAIC also has a separate agreement with DTC. Under this agreement, DAIC engages DTC to assist with professional services necessary for DAIC to deliver investment advisory services to clients of DTC who are also DAIC’s clients. For these professional services, DAIC pays DTC a fee as set forth in the Professional Services Agreement. DAIC offers a donor-advised fund to help clients with charitable giving. The Dunham Donor-Advised Fund (“Dunham DAF”), is a charitable fund that may be used for philanthropy and impact investing and is powered by University Impact (“UI”), a registered 501(c)(3) nonprofit in the United States. DAIC can facilitate the opening and management of the Dunham DAF account with UI. A donor-advised fund account allows clients to contribute cash or other assets to a charitable account to realize potential, immediate tax benefits and then support their charities over time. UI charges fees to the Dunham DAF for administrative services in accordance with the Fee Schedule as outlined in the UI Donor Advised Fund Agreement (“Agreement”). Accounts are required to maintain a $1,000 minimum balance to support investment fees as explained in the Agreement. There may be additional fees charged by the financial advisor that are separate from UI’s administrative and impact investment fees. Contributions to the Dunham DAF are irrevocable contributions made to UI, a public charity. Assets contributed to the Dunham DAF (once liquidated, if applicable) will be invested in the Dunham Asset Allocation Program sponsored by DAIC. Investment allocations may be changed according to Dunham’s standard policies and procedures. UI may hold up to 5% of the Dunham DAF assets in cash or cash equivalent at any time. As the Program Sponsor, DAIC charges each donor a single service program fee (“Program Fee”) not exceeding 0.25% of the average daily net asset value of the account. In addition, a Financial Advisor may charge a donor an asset-based advisory fee (“Advisory Fee”) as specified in the Advisory Agreement. If a Financial Advisor is no longer willing or able to advise on distributions for charitable giving and no successor financial advisor is named, provided that certain conditions are met, DAIC’s affiliate DTC will assume responsibility for grant making as outlined in the DAF Agreement. A conflict of interest exists to the 15  FIRM BROCHURE extent that donated assets may stay longer in the Dunham DAF absent of specific instructions on file, resulting in compensation to DAIC as described above. DAIC mitigates any potential conflicts by providing adequate disclosures and other information to clients. As investment adviser to the Dunham Funds, DAIC receives the investment advisory compensation described in the Dunham Funds’ prospectuses and such fees are borne by all shareholders in the Dunham Funds, including the donor. These payments may be significant. A conflict of interest exists to the extent that DAIC’s associated persons recommend that a client utilize the Dunham DAF. In contrast, recommending that a client use another donor advised fund results in no compensation to DAIC. DAIC mitigates any potential conflicts by providing adequate disclosures and other information to clients. DASI may have previously identified proprietary opportunities to invest in securities products, either directly or through Dunham Holdings. In addition, clients of DAIC may have invested along with DASI in such securities products. As a result, DAIC or its associated persons may have access to insider information or to non-public information that is not generally available to other investors. In an effort to reduce any possible conflict of interest, Mr. Dunham is subject to a Code of Ethics and Insider Trading Policy that prevents him from using this information to his advantage. Mr. Dunham may operate in various capacities including, but not limited to, as an investment advisor recommending the purchase or sale of securities products, which poses a conflict of interest. DAIC addresses this potential conflict by providing adequate disclosures. Closed to New Investors - DAIC, in its capacity as a Broker-Dealer, may recommend that a client invest in a trust deed. DAIC previously served as investment adviser and distributor for four private funds (the “Private Funds”). The Private Funds invested in first and second trust deeds. Individuals who are also clients of DAIC may acquire a smaller interest in a trust deed (“fractionalized trust deed”) from a Private Fund in private transactions. This may result in a conflict of interest because DAIC must act in the best interests of both the Private Fund and the individual purchasing the fractionalized trust deed, which may have competing interests. The Private Funds have now liquidated, however, DAIC and its affiliates (including Mr. Dunham) may be incentivized to facilitate investment in fractionalized trust deeds in order to quicken the pace of liquidation and distributions to AMI, a former affiliate of DAIC, or other affiliates. DAIC is conflicted in the following ways: (i) recommending that a client liquidate lower risk investments (such as Dunham Funds, third-party mutual funds or other assets) to raise funds to invest in the trust deed; and (ii) foregoing the opportunity to invest in an alternative trust deed or other investment that has more attractive terms (e.g., interest rate, collateralization, etc.) to the client than the trust deed. DAIC mitigates any potential conflicts by providing adequate disclosures and other information to clients. DAIC may also pay a portion of its compensation to non-affiliated registered investment advisers. This compensation varies from 5 basis points to 25 basis points and is based on the total dollar amount of client assets in the flat and performance-based fee options of the Custom Program.1 Clients pay no additional fees to DAIC or to the advisors who participate in this program. However, these payments may create a conflict of interest by influencing the advisor to invest in the Custom Program over another investment. 1 For client assets in the Custom Program prior to October 1, 2019, the compensation is based only on the total dollar amount in the performance-based fee option. 16  FIRM BROCHURE DAIC, in its capacity as a Broker-Dealer, may recommend that a client invest in interests in limited liability companies (“LLCs”) investing in real estate. Such investments are illiquid and have not been registered pursuant to the Securities Act of 1933. Prior to investing, a client must qualify as a “qualified” investor (as defined by applicable law and rules and regulations) and acknowledge that he or she is aware of the various risk factors and conflicts associated with such an investment. Mr. Dunham and certain related parties may in the future or currently have personally invested in a LLC they also recommend to a client. Chad Dunham and/ or Rex Dunham (Mr. Dunham’s son(s)) receive a membership interest in the LLC or a fee, which represents a percentage of the cost of purchase of the property(s) or equity raised, for identifying the property, negotiating the purchase of the property and negotiating the leases with tenants. Chad Dunham and/ or Rex Dunham also serve as Manager of the LLC and receive a management fee based on a certain percentage of the gross rents for on-going management of the property and LLC. An affiliate of DAIC receives a membership interest in the LLC or a fee, representing a percentage of the cost of purchase of the property(s) or equity raised, for conducting due diligence on the property, assisting with bridge loan financing, loan servicing and resolving any issues that arise as a result. This creates a natural conflict of interest in that their personal investment may motivate them to recommend the LLC over other private placement investments they have not personally invested in but may be better suited for the client. In addition, DAIC is conflicted in the following ways: (i) recommending that a client liquidate lower risk investments (such as Dunham Funds, third-party mutual funds or other assets) to raise funds to invest in the LLC; and (ii) foregoing the opportunity to invest in an alternative LLC or other investment that has more attractive terms (e.g., distributions) to the client than the LLC. DAIC mitigates any potential conflicts by providing adequate disclosures and other information to clients. DAIC’s affiliate, DTC, offers the following cash sweep arrangement; a Federal Deposit Insurance Corporation (“FDIC”) insured cash program, the Dunham Insured Deposit Marketplace (“IDM”, “Bank Program”). DTC does not directly provide these services; they are provided to DTC clients through third-party providers, and DTC is compensated by the third parties. Please refer to the IDM Disclosure Booklet for more information. The following is a summary of those disclosures. DTC will automatically transfer (“sweep”) available cash balances, including proceeds of securities transactions, dividend and interest payments, cash deposits, and other monies into interest-bearing deposit accounts (“Deposit Accounts”) at banks insured by the FDIC. Client participation in the IDM results in financial benefits for DTC that create conflicts of interest. DTC receives compensation from the program banks (“Program Banks”) for the record keeping and administrative services it provides in connection with maintaining the Bank Program (the “Program Fee”). The interest rates paid to clients participating in the IDM are essentially determined by DTC, based on the interest rates paid by the Program Banks, less the Program Fees paid to DTC by the Program Banks, which can be up to 4.00% on an annualized basis as applied to deposits across all Deposit Accounts. Individuals that serve as DAIC and DTC officers set the Program Fee, and thus DAIC and DTC directly determine how much of the total payment made by the Program Banks DTC retains as compensation. The amount of the Program Fee paid to DTC and the administrative fee paid to the third-party program administrator reduce the interest rate paid on client 17  FIRM BROCHURE Deposit Accounts. DTC has discretion over the amount of its Program Fee, and DTC reserves the right to modify the Program Fees it receives from Program Banks. This discretion in modifying the Program Fee creates a conflict of interest on the part of DTC; the greater the Program Fee DTC receives, which may be up to 4.00% on an annualized basis, the lower the interest paid by Program Banks to DTC clients. In certain interest rate environments, the Program Fee, is a substantial source of revenue to DTC. DTC can reduce its Program Fees and can vary the amount of the reductions between clients and the amount of interest paid by Program Banks to DTC. The Program Fees paid by each Program Bank, which affects the interest rates paid by the Program Banks in the Bank Program, do and are expected to vary from Program Bank to Program Bank; this creates a conflict for DTC when selecting Program Banks in that it incentivizes DTC to select the banks that pay higher Program Fees. No part of the Program Fee is paid to any financial advisor. If the client is investing through an advisory account, such as in the Custom Program, the fees that DTC receives from the banks are in addition to the program fee the client pays DAIC as program sponsor of the Wrap Fee Program (0.25% of the average daily net asset value of the client’s account if choosing an asset- based fee or ½ of the performance-based fee if the client is a “qualified client” (as defined in the Investment Advisers Act) covering shareholder servicing and distribution, and client communications, limited discretionary investment management, brokerage and custodial services related to the Dunham Funds) and the advisory fee that the client pays the Advisor. This means that DTC and its affiliate DAIC earn two types of fees on the same cash balances in the client’s account, which may be higher than if the cash balance is held in a brokerage account. It is important that the client understands the difference between investment advisory services, brokerage services and fees and how they differ to select the right account type depending on the client’s needs and objectives. Please refer to the Regulation Best Interest Disclosures and Client Relationship Summary for more information. The interest rates paid by a bank may be higher or lower than the interest rates available to depositors making deposits directly with the bank or other depository institutions in comparable accounts. Program Banks have a conflict of interest with respect to setting interest rates and do not have a duty to provide the highest rates available on the market and can instead seek to pay a low rate; lower rates are more financially beneficial to a Program Bank. This is in contrast to money market mutual funds, which have a fiduciary duty to seek to maximize the rates they pay investors consistent with the funds’ investment strategies. There is no necessary linkage between the bank rates of interest and other rates available in the market, including money market mutual fund rates. For deposits that don’t meet the eligibility requirements2, 3, 4 of the participating Program Banks to accept deposits, DTC has discretion to sweep program balances into a secondary sweep option, an unaffiliated money market mutual fund(s). DTC expects the Program Fees it receives from Program Banks in the IDM to be at a higher rate than any 2 The Bank Program is not available for the accounts participating in the Standard Asset Allocation Program (“SAAP”). 3 Cash balances derived from the involvement in the growing, cultivation, manufacturing, distribution or sale of cannabis (also referred to as to a ‘Marijuana related business” or “MRB”) are not eligible to participate in the Bank Program. 4 Cash balances exceeding the IDM limit, which is subject to change will be placed into a money market mutual fund. 18  FIRM BROCHURE service fee DAIC will receive from unaffiliated money market mutual fund(s) or their service providers. This is a conflict of interest for DTC in that it expects to receive a higher Program Fee from Program Banks than the service fee DAIC receives from unaffiliated money market mutual fund(s). DTC also offers the DTC Cash program (“DTC Cash”). This program is self-directed and exists outside of and independent from the DAIC Asset Allocation Program. The DTC Cash program is available (but not limited to) clients of DTC’s partner platform providers through platform provider’s proprietary financial dashboard. DTC Cash enables clients of partner platforms to direct DTC to deposit client’s funds it holds as a custodian with banks insured by FDIC. For clients that participate in DTC Cash, DTC is acting as the agent. DTC will automatically transfer (“sweep”) available cash balances in the custodial accounts of each client into interest- bearing deposit accounts in DTC’s name as account holder for the benefit of its clients at banks insured by the FDIC. The deposit accounts will be held in DTC’s name for the benefit of its clients at one or more banks identified on the bank list maintained by DTC. DTC manages the FDIC insured banks participating in the program. DTC receives compensation from the Program Banks for the services it provides in connection with maintaining DTC Cash (the “DTC Cash Program Fee”), which may be up to 4.00% on an annualized basis as applied to deposits across all program accounts. This compensation may be higher than compensation DTC receives for services it provides in connection with IDM as DTC may incur different costs associated with running DTC Cash including but not limited to services rendered by DTC and paying third-party platform providers fees for assisting in the administration of DTC Cash. In addition, a third-party serves as program administrator and facilitates the ability to provide DTC Cash and receives a fee for its services. Additionally, the program administrator is paid fees by Program Banks. Individuals that serve as DTC officers, who are also DAIC officers set the DTC Cash Program Fee, and thus DTC directly determines how much of the total payment made by the Program Banks DTC retains as compensation. The amount of the fee paid to DTC and the fees paid to the program administrator reduce the interest paid to you by the Program Banks on deposits of your funds made by DTC in its accounts. DTC has discretion over the amount of its DTC Cash Program Fee, and DTC reserves the right to modify the DTC Cash Program Fees it receives from Program Banks at any time and without advance notice. This discretion in modifying the DTC Cash Program Fee creates a conflict of interest on the part of DTC; the greater the DTC Cash Program Fee DTC receives, which may be up to 4.00% on an annualized basis, the lower the interest paid by Program Banks to clients. In certain interest rate environments, the DTC Cash Program Fee is a substantial source of revenue to DTC. DTC can reduce its DTC Cash Program Fees and can vary the amount of the reductions between clients and the amount of interest paid by Program Banks to DTC. Clients in DTC Cash will receive the same interest rate on all DTC Cash Account assets regardless of the bank in which such assets are held. Interest will be accrued daily and credited monthly. DTC Cash interest rates may vary and are impacted by several factors, including the total amount paid on deposits by the banks, fees paid to DTC, fees paid to a third party that assists in operating the Program, and additional factors, including the 19  FIRM BROCHURE current Federal Funds Rate, as set by the Federal Open Market Committee. The rate of interest accruing on program account balances may change as frequently as daily without prior notice. The fee paid to DTC may exceed the amounts paid to clients in the form of interest. The interest rates paid by a bank may be higher or lower than the interest rates available to depositors making deposits directly with the bank or other depository institutions in comparable accounts. For example, you may earn a lower interest rate through DTC Cash than you would earn by making a deposit or purchasing a certificate of deposit directly through that bank. None of the Program Banks have an obligation to offer the highest rates available, and each of the service providers, including DTC, facilitating DTC Cash will charge such fees for their services as they determine in their discretion. Prior to using DTC Cash, you should compare the terms, interest rates, required minimum amounts, and other features of DTC Cash with other accounts and alternative investments or savings options to determine the best option for you. DTC expects interest rates in the client self-directed DTC Cash to be generally lower than interest rates in IDM, offered as part of the Custom Program, after deduction of DAIC program fee, as DTC may incur different costs associated with running DTC Cash including but not limited to services rendered by DTC and paying third-party platform providers fees for the administration of DTC Cash. DTC Cash is subject to lower account minimums than IDM as part of the Custom Program. DTC has also partnered with certain bank(s) to help facilitate clients’ access to securities-based lending services collateralized by their investment accounts. Because of DTC’s arrangements with the bank(s) participating in the program, the client may be limited in its ability to negotiate the most favorable loan terms. The client is not required to use the bank(s) in DTC’s program and may work directly with other banks to negotiate loan terms or obtain other, potentially more favorable, financing arrangements. The client should understand that the interest and additional fees paid to the bank in connection with the loan are separate from and in addition to the advisory fees the client pays DAIC for its advisory services on the account. For the existing program, DTC may receive compensation from participant bank(s) equal to 0.25% of the percentage interest earned on the outstanding loan balance. For the streamlined, Dunham Easy Access Loans (“DEAL”) securities-based lending program, beginning upon the earlier of i) the date on which the total aggregate outstanding balance of all referred loans is $10,000,000 or ii) the date that is 12 months from the date the first loan is approved, the participating bank(s) pays DTC a quarterly referral fee equal to the sum of the daily referral fee for each day during the calendar quarter for which the fee calculation is made. The daily referral fee is the total aggregate balance of referred loans outstanding as of the close of business of the applicable day multiplied by 0.15% (the “Fee Rate”) divided by 365. Individuals that serve as DAIC and DTC officers negotiate the terms and conditions of the program, including the referral fee. The receipt of compensation poses a conflict of interest for DTC because DTC has a financial incentive for the client to participate in the program, rather than working directly with other banks. However, DTC does not share this compensation with financial advisors, and therefore, an advisor does not have a financial incentive 20  FIRM BROCHURE for the client to select the lines of credit through the program. DAIC and the financial advisor(s) has an interest in continuing to receive investment advisory fees, which gives DAIC and the advisor(s) an incentive to recommend that the client borrows money rather than liquidate some of its assets in the Asset Allocation Program. This incentive creates a conflict of interest for DAIC and the advisors when advising clients seeking to access funds on whether they should liquidate assets or instead hold their securities investments and utilize a line of credit secured by assets in their account. Because the advisor(s) are compensated through advisory fees paid on the client’s account and DAIC receives a Program Fee, DAIC and the advisor(s) also have an interest in managing an account serving as collateral for a loan in a manner that will preserve sufficient collateral value to support the loan and avoid a bank call. This may present a conflict of interest with the client because it could incentivize DAIC and the advisor(s) to invest in more conservative, lower performing investments to maintain the stability of the account. DTC and DAIC mitigate any potential conflicts by providing adequate disclosures and other information to the client. DAIC makes available to clients access to a third‑party mortgage platform provided by Lender, which is designed to facilitate mortgage services. DAIC does not provide mortgage brokerage, lending, or underwriting services and does not receive any compensation, referral fees, or other direct or indirect economic benefits from Lender in connection with client use of the platform. Clients are under no obligation to use Lender and may obtain mortgage services from any lender of their choosing. Dunham Ventures GP, LLC, an affiliate of DAIC serves as general partner to Dunham VIP Ventures L.P., a private fund. DAIC serves as investment manager to Dunham VIP Ventures L.P.. DTC, another affiliate of DAIC serves as the fund’s qualified custodian/ recordkeeper. These affiliates receive fees and economic benefits for services provided to the Private Fund. The Private Fund may invest in affiliated vehicles (e.g. Dunham Funds, asset allocation models, and cash management vehicles) and unaffiliated funds. In such cases, investors bear a proportionate share of the underlying vehicle’s fees in addition to the Private Fund’s management fee (“Layered Fees”). DAIC does not currently offset the Private Fund level fee by fees earned at the underlying level. These arrangements pose a potential material conflict of interest because our affiliates have an economic interest when clients invest in the Private Fund. DAIC mitigates any potential conflicts by providing adequate disclosures in this brochure and in the Private Fund’s offering documents and other information to clients. The private fund is made available to qualified purchasers for whom the Private Fund appears appropriate. The general partner, Dunham Ventures GP, LLC intends to make an aggregate capital commitment of approximately $1,000,000 to the Private Fund. Because the general partner is an affiliate of DAIC, this investment presents a potential conflict of interest. While the general partner's financial commitment aligns its economic interests with those of other investors, the general partner also receives an incentive allocation. Incentive allocation arrangements may create an incentive for DAIC, as investment adviser, to recommend investments that may be riskier or more speculative than those which would be recommended under a different fee structure. DAIC’s policies and procedures are designed to mitigate these conflicts and ensure that all clients are treated in a fair and equitable manner. 21  FIRM BROCHURE Item 11 — Code of Ethics, Participation or Interest in Client Transactions and Personal Trading DAIC takes issues of regulatory compliance, fiduciary responsibility and public trust seriously. DAIC seeks the highest standards of ethics and conduct in all of its business relationships. DAIC’s Code of Ethics (“Code”) seeks to deter wrongdoing and (1) promote compliance with applicable governmental laws, rules and regulations, (2) provide standards of honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest, (3) require all access persons to promptly report for review, personal transactions and holdings, (4) facilitate prompt internal reporting of violations of this Code, and (5) providing accountability for adherence to this Code. DAIC will provide a copy of its full Code to any client or prospective client upon request. No employee or registered personnel of DAIC or its affiliates shall take action with regard to securities for themselves, DAIC, or any client account unless they are certain that the information in their possession is available to the investing public. The Code imposes restrictions on the purchase or sale by access persons of securities for their own accounts and accounts in which he/she has a beneficial interest. Subject to the Code, certain employees of DAIC may recommend to clients the discretionary purchase or sale of securities in which DAIC’s employees may have a beneficial interest. The Code includes preclearance of personal trades and reporting requirements. In addition, the Code prohibits employees from investing in initial public offerings and limits their ability to invest in private placements by requiring the preapproval of the Chief Compliance Officer. Finally, all DAIC access persons must certify annually their acknowledgment of and adherence to the Code and DAIC’s policy on insider trading. DAIC may recommend interests in Dunham VIP Ventures L.P., whereby certain principals of DAIC may hold personal interests in the same companies as the Private Fund. Such holdings are governed by DAIC’s policies and Code of Ethics regarding equitable allocation and pre-clearance requirements for supervised persons of DAIC. Item 12 — Brokerage Practices Dunham Funds and Wrap Programs This item is generally not applicable to the Dunham Funds or the Wrap Programs. As DAIC utilizes a manager- of-managers asset allocation process, it does not directly decide the selection of securities or cash within a given mutual fund. Rather, it utilizes the expertise of each Fund’s sub-adviser, with each being uniquely knowledgeable in its respective asset class. DAIC monitors each sub-adviser’s investment process and results and may replace a sub-adviser should it find extended style drift or lacking performance (relative to both peers and the applicable benchmark). However, sub-advisers are required to submit quarterly reports respecting commissions on portfolio transactions, soft dollar arrangements and best execution procedures to 22  FIRM BROCHURE ensure that they are executing trades in a timely and cost-effective manner. SMAs When DAIC selects or recommends a Broker-Dealer for transactions, DAIC considers a number of factors regarding the Broker-Dealer and the reasonableness of its compensation. The factors DAIC considers in selecting a Broker-Dealer and determining the reasonableness of its compensation include:  Security price and spreads;  Commission rates, if applicable;  Size of the order;  Nature and extent of services and frequency of coverage;  Integrity, reputation, financial responsibility and stability;  Market knowledge and ability to understand trading characteristics of the security an overall performance;  Ability to execute in desired volume and to act on a confidential basis;  Willingness to commit capital;  Access to underwritten offerings and secondary markets; and  Operational efficiency and facilities made available including trading networks, access to multiple brokers and markets, and significant resources for positioning as principals. For clients that invest through the SMAs, the fee charged covers trade and execution services. Private Fund The Private Fund invests primarily in private funds and other private investment vehicles. Brokerage selection, trade execution, commission structures, and any soft dollar arrangements for those underlying vehicles are determined exclusively by the managers of those vehicles. Because brokerage activity occurs at the underlying fund level, investors in the Private Fund indirectly bear their proportionate share of the transaction costs, commissions, and any soft dollar benefits incurred by those managers. These practices vary by manager and are described in the offering documents of the underlying vehicles. The Private Fund may hold liquid investments such as the Dunham Funds, ETFs, or cash equivalents for cash management or liquidity purposes. With respect to the Dunham Funds, DAIC utilizes a manager-of-managers process; it does not directly select brokers or execute trades. Brokerage practices, commission arrangements, soft‑dollar usage, and best‑execution responsibilities for the Dunham Funds are determined by each fund’s sub‑adviser, subject to oversight by DAIC. To the extent the Adviser executes occasional ETF transactions for liquidity management, it selects broker‑dealers based on a number of factors, including security price and spreads; commission rates, if applicable; order size, nature and extent of services and frequency of coverage, reputation, financial responsibility and stability, market knowledge, ability to execute in desired volume and to act on a confidential 23  FIRM BROCHURE basis, operational efficiency, and overall execution quality. DAIC does not maintain soft‑dollar arrangements for the Private Fund, nor does it receive any research or other products or services from broker-dealers in connection with client securities transactions. In addition, DAIC does not enter into directed‑brokerage arrangements for the Private Fund and does not aggregate trades on behalf of the Private Fund; underlying portfolio funds may engage in such practices independently. DAIC has limited ability to monitor best execution at underlying fund level. Item 13 — Review of Accounts General DAIC reviews client accounts on a periodic basis. Reviewers include members of the portfolio management team, authorized persons, the Investment Committee, and/or the compliance department. Dunham Funds The Board of Trustees of Dunham Funds receives regular reports in addition to the information included in the annual and semi-annual shareholder reports. Wrap Programs For the Wrap Programs, clients receive monthly and/or quarterly account statements which include current valuation of assets. Clients may request special reports (i.e., performance reviews) to be delivered on a regular basis or as needed or may access such information themselves on the Dunham Portal. SMAs Clients receive quarterly reports. These reports typically contain the total return for each account held by the client which is calculated on the basis of net asset value plus dividend and interest income, and in cases where required by clients, comparisons to appropriate benchmark indices. Private Fund The general partner may communicate via periodic reports with investors in the Private Fund. The reports describe the activities and provide information about the investments of the fund. In addition, annual reports containing the audited financial statements are prepared and distributed to the investors for the Private Fund. Investment Consulting Services DAIC will meet on a periodic basis, but no less frequently than annually, with clients who receive portfolio review and investment consulting services. 24  FIRM BROCHURE Item 14 — Client Referrals and Other Compensation DAIC enters into solicitor agreements with non-affiliated third parties (“Solicitors”) from time to time, who refer investment advisory clients to DAIC (“Referral Services”). Compensation is either based on a percentage of (i) the annual account balance; or (ii) the fees earned and received, both paid quarterly. Because of this cash compensation, the Solicitors and/ or their personnel may be incentivized to endorse DAIC or provide testimonials, which may create a conflict of interest. The Solicitors are required to provide prospective clients with the Solicitor’s disclosure statement (orally or in writing). The Solicitor’s statement will disclose the particulars of the referral relationship and the compensation DAIC will pay to the Solicitor. DTC enters into referral agreements with broker-dealers, registered investment advisers, CPAs or other professionals (“Financial Professionals”) for the referral of potential clients for trust services. In all cases there will be a written agreement between DTC and the Financial Professionals making the referral which shall stipulate the compensation payable, and the activities permitted, among other specifics. In addition, associated persons at DAIC generally receive between $500 and $5,000 and potentially additional compensation based on the estimated annual fees for account referrals over a certain fee threshold, subject to the annual compensation plan, for each trust they help establish at DTC for clients of these Financial Professionals. This creates a conflict of interest, as it provides an incentive for both the associated persons at DAIC and the Financial Professionals to recommend DTC rather than another trust company. DTC mitigates any potential conflicts by providing adequate disclosures and other information to clients. In addition, certain third parties who refer clients for trust services also hold non controlling minority ownership interests (each less than five percent) in Dunham Trust Company (doing business as Dunham Trust and Dunham Private Trust). Because these individuals receive referral compensation and hold ownership interests in an affiliated trust company, they have a financial incentive to recommend DTC or DAIC. Additional details are provided in Item 10 – Other Financial Industry Activities and Affiliations. DAIC as program sponsor from time to time pays compensation to unaffiliated RIAs as a result of the client’s participation in the program. For example, this compensation may include administrative and financial advisor support fees, a portion of assets under management on the platform and fees for ongoing due diligence, training and operational oversight of the platform. This may include additional payments to unaffiliated RIAs, their employees and or/ advisors to cover fees to attend conferences or reimbursement of client events. The amount of this compensation may be more or less than what the advisor would receive if the client participated in programs of other investment advisors or paid separately for investment advice. Clients participating in the program do not pay more or less in fees as a result of this compensation. DAIC mitigates any potential conflicts by providing adequate disclosures and other information to clients. DAIC does not engage third-parties who are compensated to solicit investors into the Private Fund. Item 15 — Custody Dunham Funds 25  FIRM BROCHURE The assets of the Dunham Funds are custodied at US Bank, N.A. Wrap Programs For the Standard Program, the Dunham Funds’ transfer agent, Gemini, serves as the custodian for Funds’ shares held in a client account. For the Custom Program, DTC serves as the custodian for Funds’ shares held in a client account. Clients shall be responsible for paying any additional (non-Program) fees or charges of the custodian, including transaction fees, IRA custodial fees and trading costs, if applicable. Clients will receive, at least quarterly, statements from the client selected, non-affiliated broker-dealer or financial institution custodian or DTC, as applicable. SMAs DTC serves as custodian of accounts. Account assets are custodied at an approved custodian. Clients shall be responsible for paying any additional fees or charges of the custodian, including transaction fees, IRA custodial fees and trading costs, if applicable. Clients will receive quarterly statements from DTC. Private Fund Because an affiliate serves as general partner of the Private Fund, DAIC is deemed to have indirect “custody” of the Private Fund within the meaning of Rule 206(4)-2 under the Advisers Act. The Private Fund is audited annually by an independent public accounting firm that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB). Audited financial statements are distributed to investors within 120 days following the Private Fund’s fiscal year end. Interests in LLCs Because a related party serves as manager of the LLCs, DAIC is deemed to have indirect “custody” of the LLCs within the meaning of Rule 206(4)-2 under the Advisers Act. For these LLCs, investors receive audited financial statements that comply with U.S. generally accepted accounting practices within 120 days following the LLC’s fiscal year end. Item 16 — Investment Discretion DAIC manages securities accounts on a discretionary or non-discretionary basis as instructed by the client. Prior to assuming management over a client’s assets, DAIC enters into an investment management agreement or other agreement that explains the scope of DAIC’s authority. Item 17 — Voting Client Securities Dunham Funds The Board of Trustees of the Dunham Funds has delegated responsibilities for decisions regarding proxy 26  FIRM BROCHURE voting for securities held by each Fund to the Fund’s respective Sub-Adviser. The Sub-Advisers will vote such proxies in accordance with their proxy voting policies and procedures. Each Sub-Adviser’s proxy voting policies and procedures are attached as Appendix B to the Dunham Funds’ SAI. The actual voting records relating to portfolio securities for each Fund during the most recent 12-month period ended June 30 is available without charge, upon request by calling toll-free, (888) 3DUNHAM, by accessing the Funds’ website at www.dunham.com, or by accessing the SEC's website at www.sec.gov. SMAs DAIC will accept proxy voting authority from its clients, and follow its Proxy Voting Policy, which is summarized below. If DAIC has accepted proxy voting authority from the client, DAIC does not provide the client the option to direct a proxy vote with respect to a particular solicitation. DAIC does, however, agree with some clients to use their general proxy voting guidelines when voting proxies on their behalf. Some of DAIC’s clients do not give DAIC the authority to vote proxies on their behalf, choosing to vote proxies themselves. Those clients will likely receive proxy solicitations from a custodian and transfer agent, and not through DAIC. DAIC has adopted a Proxy Voting Policy. This Policy is designed to ensure that all proxies are voted in the best interest of clients without regard to DAIC’s interests or the interests of its affiliates. To assist DAIC in researching and voting proxies, DAIC has engaged ProxyEdge which is a third-party proxy service provider. Where a client has contractually delegated proxy voting authority to DAIC, DAIC votes proxies in accordance with management unless a conflict of interest exists or an issue of unusual circumstance is raised with a proxy. In these circumstances, the proxy will be presented to the Investment Portfolio Manager and/or Investment Committee for instruction. All clients may obtain a copy of DAIC’s Proxy Voting Policy by contacting the Chief Compliance Officer at 858- 964-0500. Private Fund DAIC does not accept authority to vote proxies for the Private Fund. The Private Fund invests primarily in private funds and other private investment vehicles that generally do not issue proxies to investors. Accordingly, DAIC has no obligation to vote, monitor, or participate in proxy solicitations, consents, or corporate actions relating to such investments. Limited partners do not have the right to vote proxies with respect to the underlying investments. If the Private Fund receives any proxy materials or similar communications, DAIC may, but is not required to, provide such materials to limited partners for informational purposes only. For investments in the Dunham Funds, proxy voting authority is delegated to the respective sub-advisers, who vote proxies in accordance with the sub-adviser’s proxy policies. Voting records for the Dunham Funds are available without charge, upon request, by calling (888)-3DUNHAM (338-6426), by accessing the Funds’ website at www.dunham.com or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov. 27  FIRM BROCHURE With respect to any shareholder ballots of ETFs held by the Private Fund, DAIC does not accept voting authority and generally will not vote such proxies or pass them through to the limited partners. Other From time to time, DAIC may receive proxies and notices of corporate actions on non-Dunham assets held in a client’s account. In these instances, DAIC reaches out and contacts the client to seek voting instructions pursuant to its internal Proxy Voting Operating Procedures. Item 18 — Financial Information DAIC does not require the prepayment of fees six months or more in advance. DAIC has never been the subject of a bankruptcy petition and there is no condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Item 19 — Requirements for State-Registered Advisers Not applicable. Dunham & Associates Investment Counsel, Inc. is a Registered Investment Adviser and Broker/ Dealer. Member FINRA/ SIPC 6256 Greenwich Dr. Ste. 550, San Diego, CA 92122 | 800.442.4358 | www.dunham.com 28 

Wrap Fee Program Brochure Form ADV Part 2A Appendix 1 Item 1 – Cover Page Dunham & Associates Investment Counsel, Inc. SEC File No. 801-25803 6256 Greenwich Drive Suite 550 San Diego, CA 92122 Phone: 858-964-0500 Email: compliance@dunham.com Website: www.dunham.com March 30, 2026 This wrap fee program brochure provides information about the qualifications and business practices of Dunham & Associates Investment Counsel, Inc. If you have any questions about the contents of this brochure, please contact us at compliance@dunham.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Dunham & Associates Investment Counsel, Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov. Dunham & Associates Investment Counsel, Inc., doing business as “Dunham,” is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training.  WRAP FEE BROCHURE Item 2 — Material Changes This publication of the Wrap Fee Brochure contains highlights of the changes that have been made to this brochure since the last update in March 2025. Some of these items may be deemed material changes from our last filing.  The firm conducts business under the name Dunham, a registered fictitious business name of Dunham & Associates Investment Counsel, Inc.  The sections titled “Services, Fees and Compensation” and “Portfolio Manager Selection and Evaluation” have been updated to describe the addition of DunhamDC, the firm’s proprietary, algorithmic rebalancing program and the DRIP feature to the Standard Asset Allocation Program.  The section titled “Additional Information” has been updated to clarify that DAIC’s affiliate Dunham Trust Company does business as “Dunham Trust” (Nevada) and “Dunham Private Trust” (Wyoming), and to provide additional detail regarding certain third-parties who hold non‑controlling minority interests in Dunham Trust Company and receive referral compensation.  The section titled “Additional Information” has been updated as DAIC now offers access to a third- party mortgage platform; DAIC does not receive referral fees or economic benefits from this service.  New Private Fund Offering. DAIC now serves as the investment adviser to Dunham VIP Ventures L.P. (the “Private Fund”), a new private investment partnership offered to “Qualified Purchasers” as defined in Section 2(a)(51) of the Investment Company Act. Dunham Ventures GP, LLC, an affiliate of DAIC, serves as the general partner. The Private Fund differs from DAIC’s existing programs as it involves illiquid, long-term private equity and other private investment vehicles offered under a 3(c)-7 structure. Corresponding disclosures have been added in the sections titled “Services, Fees and Compensation”, “Additional Information” and “Account Requirements and Types of Clients.” ii  WRAP FEE BROCHURE Item 3 — Table of Contents Item 1 — Cover Page ......................................................................................................................................................... i Item 2 — Material Changes ................................................................................................................................................. ii Item 4 — Services, Fees and Compensation ........................................................................................................................ 1 Item 5 — Account Requirements and Types of Clients ..................................................................................................... 11 Item 6 — Portfolio Manager Selection and Evaluation ...................................................................................................... 12 Item 7 — Client Information Provided to Portfolio Managers ............................................................................................ 14 Item 8 — Client Contact with Portfolio Managers ............................................................................................................. 14 Item 9 — Additional Information ....................................................................................................................................... 14  WRAP FEE BROCHURE Item 4 — Services, Fees and Compensation Introduction Dunham & Associates Investment Counsel, Inc., doing business as Dunham, (“DAIC” or “Dunham”) is a private wealth management firm that offers two “wrap” programs (the “Programs”): 1. 2. Standard Asset Allocation Program (“Standard Program”); and Custom Asset Allocation Program (“Custom Program”). DAIC has limited the fund choices available in the Programs to its proprietary family of sub-advised mutual funds (the “Dunham Funds”) with the exception of the Cash Sweep Arrangement (Dunham Insured Deposit Marketplace ("IDM", “Bank Program”) or under certain circumstances, an unaffiliated Money Market Fund).1, 2, 3 DAIC serves as investment adviser to the Dunham Funds. While new Dunham Funds may be added to the Programs, DAIC has no current plans of adding third-party funds in the future. DAIC is primarily a manager-of-managers, and as such, recommends and monitors a third-party sub-adviser (“Sub- Adviser”) for each of the Dunham Funds. The following chart highlights the key different features of the Standard Program and the Custom Program: Features Standard Program Custom Program Dunham Fund Investments √ √ Standard Dunham Asset Allocation Models √ √ Custom Asset Allocation Models √ Quarterly Rebalancing √ √ Flat Advisory Fee Option √ √ Performance Advisory Fee Option √ Quarterly Account Statements √ √ Monthly Account Statement Option √ On-Line Account Access √ √ DunhamDC Program √ √ Qualified (Retirement) Account Minimum $ 5,000 $25,000 Non-Qualified Account Minimum $ 10,000 $50,000 1 The Bank Program is not available for accounts participating in the Standard Program. 2 Cash balances derived from the involvement in the growing, cultivation, manufacturing, distribution or sale of cannabis (also referred to as to a ‘Marijuana related business” or “MRB”) are not eligible to participate in the Bank Program. 3 Cash balances exceeding the IDM limit, which is subject to change, will be placed into a Money Market Fund. 1  WRAP FEE BROCHURE Portfolio Management Services DAIC – as the Program Sponsor – selects the Dunham Funds and in certain circumstances, unaffiliated money market fund(s) that are offered in the Programs. Dunham Trust Company (“DTC”), as agent for the IDM selects program banks participating in the IDM. DAIC also determines the allocations and sector weights of the core asset allocation models (“Core Allocations”). DAIC maintains a Core Fixed Income Allocation, Core Fixed Light Allocation, Core US Equity Allocation, Core Foreign Equity Allocation, Core Alternative Allocation and Core Equity Allocation that may be used to create a blend of fixed income, equity and alternative funds. A portion of the Core Fixed Income and Core Fixed Light Allocation may include equities. DAIC also maintains the DunhamDC proprietary algorithm (“DunhamDC”, “Program”). DAIC continually monitors the Core Allocations and DunhamDC. The firm generally adjusts the Core Allocations on a quarterly basis, and adjusts DunhamDC when its investment signals indicate a change is necessary, in order to reflect market conditions, performance and other factors. Clients choose from the Core Allocations and/or any combination of funds available in their selected Program or DunhamDC, representing different asset classes, to diversify their portfolios based upon the long-term investment objectives selected by the client. The Standard Program uses Dunham Funds Class “A” shares. For Program investors, the Class A shares’ upfront and deferred sales charges are waived. The Custom Program uses Dunham Funds Class “N” shares. Class N shares do not include upfront or deferred sales charges. The Programs are designed to provide investment strategies appropriate for different investors. DAIC may recommend the same or substantially similar Program Core Allocations to different investors with substantially similar investment objectives. The Standard Program features seventeen Allocation models with or without a cash component and the DunhamDC proprietary algorithm. The Custom Program allows clients to invest in any combination of the funds and/or Core Allocations or the DunhamDC proprietary algorithm. Within the Core Allocation models, risk classification may range from a “capital preservation” investor at the most risk-averse end of the spectrum, to an “aggressive growth” investor with the highest relative risk appetite. Within the DunhamDC program, the client selects between four DunhamDC Neutral Allocations (DC 20, DC 40, DC 60, DC 80) and has the option to elect a U.S. variant (DC US 20, DC US 40, DC US 60, DC US 80). For clients that elect the U.S. variant, the equity component is invested in domestic equities. For clients that do not elect the U.S. variant, the equity component consists of international equities. After investing in the selected DunhamDC Neutral Allocation, it will fluctuate between the relative risk/ volatility range for the selected DunhamDC Neutral Allocation as outlined in the Custom Asset Allocation Program Application or Standard Asset Allocation Program Application. Due to the large deviation in the target allocation DunhamDC can fluctuate, an investor must be willing to accept the highest risk within the range the Neutral Allocation can fluctuate. A Financial Advisor will regularly communicate with his or her client to ensure the client’s investments remain in-line with the client’s investment objectives. If the client’s objectives change, the Financial Advisor will work with DAIC to change the allocation. 2  WRAP FEE BROCHURE Clients may place reasonable restrictions, or make reasonable modifications to existing restrictions, regarding the management of their account. Any reasonable restriction a client may wish to impose regarding the management of his or her account is subject to DAIC review and approval. DAIC will not accept any restrictions that are inconsistent with the applicable Program’s stated investment strategy or philosophy or that are inconsistent with the nature or operation of that Program. If a client chooses to apply for or eliminate a restriction placed on the client’s account, please contact an investment representative. If DAIC accepts a restriction on a client account, the account’s performance may differ from similar unrestricted Program accounts. DAIC serves as investment adviser for a private fund Dunham VIP Ventures L.P. (the “Private Fund”), a private fund offered exclusively to “Qualified Purchasers” as defined in Section 2(a)(51) of the Investment Company Act. For purposes of this Brochure, the Private Fund is the client of DAIC. Limited partnership interests in the Private Fund are not part of the wrap fee program and are not subject to the Program Fee, Advisory Fee, or Performance Fee. These interests are held in a DTC value account subject to DTC’s value account custody fee schedule. If the Private Fund maintains a Custom Program (CAAP) account for its liquid sleeve, the liquid assets held in the wrap account (such as Dunham Funds or cash sweep balances) will be subject to the Program Fee. The Private Fund is subject to its own management fees, incentive allocation, expenses, and investment risks, each of which is described in the private Fund’s offering documents. The Private Fund seeks long-term capital appreciation primarily through privately negotiated equity and equity-related investments in private equity funds and other private vehicles. The Private Fund may also invest in primary and secondary private equity interests, real assets and real estate vehicles, hedge funds, and daily liquid investments for cash management. The Private Fund may invest in vehicles sponsored or managed by DAIC or its affiliates, including the Dunham Funds. Individuals who are also clients of DAIC may acquire a limited partnership interest in the Private Fund. This may result in a conflict of interest because DAIC must act in the best interests of both the Private Fund and the individual purchasing the limited partnership interests in the Private Fund, which may have competing interests. DAIC and its affiliates (including Mr. Dunham) may be incentivized to recommend investment in the Private Fund as DAIC receives management fees and an affiliated entity, Dunham Ventures GP, LLC receives an incentive allocation in its capacity as general partner of the Private Fund. DAIC is conflicted in the following ways: (i) recommending that a client liquidate lower risk investments (such as Dunham Funds, third-party mutual funds or other assets) to raise funds to invest in the Private Fund; and (ii) foregoing the opportunity to invest in an alternative private fund or other investment that has more attractive terms (e.g., less fees, etc.) to the client than the Private Fund. DAIC mitigates any potential conflicts by providing adequate disclosures and other information to clients. The minimum subscription amount is $1,000,000. The general partner may, in its sole discretion, opt to waive such minimum. Subscriptions are limited to eligible investors as described in the Private Fund’s offering documents. The Private Fund is intended to be a long-term investment with limited liquidity. Investors should expect limited access to capital for a period of five to seven years. Subject to available liquidity and the general partner’s discretion, the Private Fund intends to offer semi-annual withdrawal opportunities with advance notice. Aggregate withdrawals are generally limited to 25% of invested capital over a 12-month 3  WRAP FEE BROCHURE period. Redemptions in excess of 50% of an investor’s original commitment prior to the fifth anniversary date may be subject to a 10% redemption fee. DAIC is affiliated with Dunham Ventures GP, LLC, which serves as the Private Fund’s general partner. Dunham Trust Company, an affiliate of DAIC, serves as the Private Fund's custodian and recordkeeper. A third-party administrator provides fund accounting services for the Private Fund. The Net Asset Value (NAV) is calculated quarterly by the administrator using (i) valuations reported by the underlying funds, which may be lagged, (ii) observable market data where available, and (iii) fair value determinations approved by the Valuation Committee when quotations are unavailable or unreliable. The administrator does not act as a pricing agent and relies on information from the managers of the underlying funds subject to the Valuation Committee’s oversight. Fair values may involve unobservable (Level 3) inputs and can differ from amounts realized in actual transactions. Because the incentive allocation is derived from the NAV, valuation outcomes may affect compensation. The Private Fund is subject to an annual audit by a PCAOB-registered independent public accountant. Audited financial statements are distributed to all investors within 120 days of the Private Fund’s fiscal year-end, in accordance with the SEC Custody Rule. The Private Fund will pay DAIC an annual management fee of one percent (1.00%), calculated on the Private Fund’s net asset value (NAV) and billed quarterly in arrears. The general partner receives an incentive allocation equal to 10% of the increase in each investor’s NAV from the prior quarter-end, payable when calculated by the third-party administrator. The incentive allocation is charged only to “Qualified Clients” within the meaning of Rule 205-3 under the Advisers Act. Because the Private Fund invests in other private investment vehicles, investors indirectly bear their proportionate share of management fees, performance allocations ("carried interest"), and expenses charged by the underlying vehicles. DAIC does not offset the Fund-level management fee by any fees earned at the underlying vehicle level. The Private Fund may invest in Dunham Funds or affiliated cash management vehicles for the Private Fund’s liquid sleeve. DAIC has a financial incentive to select affiliated investments over third-party options, as these investments may generate additional fees for DAIC and its affiliates. This creates a potential conflict of interest, which DAIC addresses through disclosure in this brochure and the Private Fund’s offering documents. The Private Fund also incurs third-party administrator fees, custody/recordkeeping fees, audit, tax, and legal expenses. These expenses are paid by the Private Fund and are reflected in the NAV calculation. Any fees that DAIC or its affiliates receives from the Private Fund are disclosed in the Private Fund’s offering documents. Account Statements and On-Line Access Program clients are sent quarterly statements, showing all transactions occurring in the account during the period covered by the account statement, all contributions and withdrawals made by a client during the period, the holdings in the account at the end of the period, all fees and expenses charged to the account including all advisory fees paid, and the value of the account at the beginning and end of the period. For the 4  WRAP FEE BROCHURE Custom Program, clients have the option to receive monthly account statements. Each Program client may access his or her account information online. For the Custom Program, DAIC also provides requested periodic performance reports to the Financial Advisors for their clients. Death of a Program Client When DAIC, as the Program Sponsor, receives official notice (e.g., death certificate) that the Program client of an individual account has died, DAIC will freeze the account, no longer charge an advisory fee, and will await instructions from the executor or designated administrator of the deceased’s estate. DAIC is not responsible for taking any action with respect to such account prior to its receipt of appropriate instructions, which means that DAIC will not take action in response to market fluctuations or other factors that may adversely impact the market value of the account. Upon receipt of appropriate instructions, an account will be created to hold each beneficiary’s portion. If the beneficiary wants to maintain an account, DAIC must receive the necessary account opening documents. Custody For the Standard Program, the Dunham Funds’ transfer agent, Gemini Fund Services, LLC (“Gemini”), serves as the custodian for Funds’ shares held in a client account. Client shall be solely responsible for paying all fees or charges of Gemini, including all transaction fees and trading costs if applicable. Accounts below the applicable minimums ($5,000 for Qualified Accounts and $10,000 for Non-Qualified Accounts will be charged an annual $50 below minimum fee. For the Custom Program, DTC, an affiliate of DAIC, serves as custodian of account assets. There are no annual or establishment fees for DTC’s services so long as the assets in an account at the end of each quarter exceed the applicable minimum ($25,000 for Qualified Retirement Accounts and $50,000 for Non-Qualified Accounts) and include only the Dunham Funds. Accounts below the minimum will be charged a $65 annual below minimum fee. A $10 fee will be charged for each excess distribution (distributions in excess of twelve (12) per year unless part of a recurring systematic withdrawal). The Account termination fee is $25. Accounts that hold other Non-Dunham Assets are subject to the Custodian’s regular Custody Fee Schedule which is available upon request. Clients shall be responsible for paying any additional (non-Program) fees or charges of the custodian, including transaction fees, IRA custodial fees and trading costs, if applicable. Program Fees and Expenses Program Fee As the Program Sponsor, DAIC charges each client a single service program fee (“Program Fee”) covering limited discretionary investment management, brokerage and custodial services related to the Dunham Funds and the Cash Sweep Arrangement (IDM or under certain circumstances, unaffiliated money market 5  WRAP FEE BROCHURE fund(s)), shareholder servicing and distribution, and client communications. The Program Fee does not cover SEC fees, electronic fund and wire transfer fees, and any other account charges.  Standard Program. The Program Fee is 0.25% of the average daily net asset value of a client account paid by the respective Fund.  Custom Program. A client may choose between (a) 0.25% of the average daily net asset value of the client account if choosing an asset-based fee or (b) ½ of the performance-based fee if the client is a “qualified client” (as defined in the Investment Advisers Act). Program Fees are not negotiable. However, DAIC reserves the right to waive a portion of a Program Fee in limited circumstances including in connection with promotional efforts. DTC, as agent for the IDM receives a separate fee from the banks participating in the Bank Program as further described under Services, Fees and Compensation. As with other wrap programs of this type, participation in the Program may cost a client more or less than purchasing these services separately. For example, if there is heavy trading activity in a client account and high custodial charges, the Program Fee may cost the client less than if the client purchased advisory and custodial services separately and were charged brokerage commissions for each trade. Conversely, little trading activity and low custodial fees could result in the Program Fee exceeding the cost of the services being charged separately. The client may be able to purchase shares of the Dunham Funds offered through the Program outside of the Program directly from DAIC without paying any Program Fees on such shares (subject to any applicable sales charges). This could result in lower fees being paid by the client. However, the client would not receive all of the benefits provided by the Program. The applicable Program Fee is calculated on the average daily balance based upon the market value of the assets in a client account, including cash balances and balances in the Cash Sweep Arrangement (IDM, or under certain circumstances money market fund shares) and, when applicable, is prorated based on the number of days the account is managed. The Custom Program Fee shall be accrued daily and charged quarterly in arrears. Advisory Fee The Financial Advisor may charge a client an asset-based advisory fee (“Advisory Fee”) up to 2.0% on an annualized basis and retain 100% of that amount. Additionally, if using the Custom Program there is a Performance Fee option for qualified clients. The Advisory Fee shall be accrued daily and charged quarterly in arrears. Unless otherwise specified by a client in writing, the Advisory Fee shall be paid first by debiting the Advisory Fee from any cash balance. If the cash balance is insufficient to pay the entire Advisory Fee, then the remainder of the Advisory Fee shall be paid either by redeeming Fund shares on a dynamic basis, i.e., by redeeming shares of Funds necessary to return the allocation of Account assets to the client’s current target allocation percentages, or on a pro rata basis. If the Fund shares redeemed on a dynamic or pro rata basis are insufficient to pay the remainder of the Advisory Fee, then the Advisory Fee shall be paid by redeeming other Fund shares held in the Account. 6  WRAP FEE BROCHURE The redemption of Fund shares may cause a client to incur a capital gain or loss for tax purposes. To the extent all or any portion of a fee is unpaid, each client participating in the Account, will be jointly and severally liable for the entire unpaid fee or portion thereof. If in any quarter, the amount of the Advisory Fee is less than $100, the custodian may defer deduction of the client’s Advisory Fee and the amount due will be carried forward to the next quarter, or until the date the account is terminated, whichever is earlier. Regarding a performance-based fee for the Custom Program, a “qualified client” is defined generally as (a) a natural person having a net worth, together with assets held jointly with a spouse, of more than $2.2 million (excluding the value of the primary residence) at the time the account is opened or (b) a natural person, after opening this account, who has total assets under management with DAIC of at least $1.1 million. DAIC, with its Program Fee, and a client’s Financial Adviser each receive one-half of any performance fees attributable to a client’s account. The client is charged 10% of the total net increase in the market value of the account using “high-water” marks. The fee is calculated monthly and charged quarterly. As fees are calculated monthly and charged quarterly, in arrears, an account may incur a fee for a given month during the quarter even though the account value at quarter-end may be below the account value at the beginning of the quarter. DAIC provides detailed fee calculations on a quarterly basis. Clients should carefully review the fee calculation methodology described in the Program documents with their Financial Advisor. Performance-based advisory fees paid to a Financial Advisor may be higher than the asset-based advisory fees. Accordingly, certain performance-based advisory fee arrangements can create an incentive for the Financial Advisor to recommend investments that are riskier or more speculative than those which would be recommended under a different fee arrangement. However, DAIC’s procedures are designed and implemented, in part, to ensure that all clients are treated in a fair and equitable manner over time. Other Fees Paid to DAIC As investment adviser to the Dunham Funds, DAIC receives the investment advisory compensation described in the Funds’ prospectuses and such fees are borne by all shareholders in the Funds, including the client. Also, as distributor of Dunham Fund shares, DAIC may receive compensation in connection with the sale of the Fund shares. DAIC may receive all or a portion of these fees. These payments can be significant. DAIC’s affiliate, DTC, makes available the following cash sweep arrangement; a Federal Deposit Insurance Corporation (“FDIC”) insured cash program, the IDM. In this program, cash in an account is automatically swept to an interest-bearing FDIC-insured deposit account, the IDM, (or under certain circumstances into unaffiliated money market mutual fund(s)). The primary sweep option associated with the Custom Program is the IDM and the secondary sweep option for the Custom Program is an unaffiliated money market mutual fund, the BlackRock FedFund. The primary and only sweep option for the Standard Program is the unaffiliated money market fund. This is due to the lower account minimums in the Standard Program and the fact that the custodian and transfer agent for the Standard Program is Gemini Fund Services, LLC (“Gemini”). For accounts that sweep cash to the IDM, a multi-bank insured cash account program offered by DTC, an affiliate of DAIC, DTC acting as the client’s agent, receives a fee equal to a percentage (up to 4.00% on an annualized basis) of the average daily deposit balance in the IDM for the record keeping and administrative services it provides in connection with maintaining the Bank Program (the “Program Fee”). The Program Fee 7  WRAP FEE BROCHURE paid to DTC by the Program Banks, is applied across all IDM deposit accounts taken in the aggregate; therefore, on some accounts, fees to DTC may be higher or lower than this amount. The fees paid to DTC for its sweep program reduce the interest rate paid on the client’s cash funds, and depending on the interest rate and other factors, DTC may receive a majority of the interest as fees. Individuals that serve as DAIC and DTC officers set the Program Fee, and thus DAIC and DTC directly determine how much of the total payment made by the Program Banks DTC retains as compensation. The fees that DTC receives from the Program Banks is in addition to the service program fee the client pays DAIC as program sponsor of the Wrap Fee Program in the Custom Program (0.25% of the average daily net asset value of the client’s account if choosing an asset-based fee or ½ of the performance-based fee if the client is a “qualified client” (as defined in the Investment Advisers Act) covering shareholder servicing and distribution, client communications, limited discretionary investment management, brokerage and custodial services related to the Dunham Funds) and the advisory fee that the client pays the financial advisor. This means that DTC and its affiliate DAIC earn two types of fees on the same cash balances in the client’s account, which may be higher than if the cash balance is held in a brokerage account. It is important that the client understands the difference between investment advisory services, brokerage services and fees and how they differ to select the right account type depending on the client’s needs and objectives. Please refer to the Regulation Best Interest Disclosures and Client Relationship Summary for more information. The fees that DTC receives from the Program Banks are an important revenue stream and present a conflict of interest for DTC because DTC benefits financially if cash is swept into the Bank Program. Because this compensation is retained by DTC and is not shared with the client’s financial advisor, it does not cause the financial advisor to have a financial incentive to recommend that cash be held in a Deposit Account instead of holding securities in the advisory account. For the limited set of accounts that are set up for cash to sweep to an unaffiliated money market fund, DAIC, as the Program Sponsor, has entered into an agreement with BlackRock Liquidity Funds whereby the money market fund’s investment adviser pays DAIC an amount up to 0.15% (15 basis points) annually of the value of the shares of the unaffiliated money market fund(s) held in a client’s account. This payment is for certain sub- accounting, recordkeeping and other administrative services DAIC provides in connection with the omnibus arrangement it has with the BlackRock Liquidity Funds. Clients should understand that, depending on interest rates and other market factors, the yields on the IDM and unaffiliated money market fund(s) have been, and may continue in the future to be, lower than the aggregate fees and expenses received by DTC or DAIC for clients’ participation in the Cash Sweep Programs. Interest rates under the IDM may be lower than the interest rates available if clients make deposits directly with a bank or other depository institution outside of the Program or invest in a money market fund or other cash equivalent. Clients should compare the terms, interest rates and other features of the IDM with other types of accounts and investments for cash. DTC also offers the DTC Cash program (“DTC Cash”). This program is self-directed and exists outside of and independent from the DAIC Asset Allocation Program. The DTC Cash program is available (but not limited to) clients of DTC’s partner platform providers through platform provider’s proprietary financial dashboard. DTC Cash enables clients of partner platforms to direct DTC to deposit client’s funds it holds as a custodian with banks insured by FDIC. For clients that participate in DTC Cash, DTC is acting as the agent. DTC will automatically transfer (“sweep”) available cash balances in the custodial accounts of each client into interest- 8  WRAP FEE BROCHURE bearing deposit accounts in DTC’s name as account holder for the benefit of its clients at banks insured by the FDIC. The deposit accounts will be held in DTC’s name for the benefit of its clients at one or more banks identified on the bank list maintained by DTC. DTC manages the FDIC insured banks participating in the program. DTC receives compensation from the Program Banks for the services it provides in connection with maintaining DTC Cash (the “DTC Cash Program Fee”), which may be up to 4.00% on an annualized basis as applied to deposits across all program accounts. This compensation may be higher than compensation DTC receives for services it provides in connection with IDM as DTC may incur different costs associated with running DTC Cash including but not limited to services rendered by DTC and paying third-party platform providers fees for assisting in the administration of DTC Cash. In addition, a third-party serves as program administrator and facilitates the ability to provide DTC Cash and receives a fee for its services. Additionally, the program administrator is paid fees by Program Banks. Individuals that serve as DTC officers, who are also DAIC officers set the DTC Cash Program Fee, and thus DTC directly determines how much of the total payment made by the Program Banks DTC retains as compensation. The amount of the fee paid to DTC and the fees paid to the program administrator reduce the interest paid to you by the Program Banks on deposits of your funds made by DTC in its accounts. DTC has discretion over the amount of its DTC Cash Program Fee, and DTC reserves the right to modify the DTC Cash Program Fees it receives from Program Banks at any time and without advance notice. This discretion in modifying the DTC Cash Program Fee creates a conflict of interest on the part of DTC; the greater the DTC Cash Program Fee DTC receives, which may be up to 4.00% on an annualized basis, the lower the interest paid by Program Banks to clients. In certain interest rate environments, the DTC Cash Program Fee is a substantial source of revenue to DTC. DTC can reduce its DTC Cash Program Fees and can vary the amount of the reductions between clients and the amount of interest paid by Program Banks to DTC. Clients in DTC Cash will receive the same interest rate on all DTC Cash Account assets regardless of the bank in which such assets are held. Interest will be accrued daily and credited monthly. DTC Cash interest rates may vary and are impacted by several factors, including the total amount paid on deposits by the banks, fees paid to DTC, fees paid to a third party that assists in operating the Program, and additional factors, including the current Federal Funds Rate, as set by the Federal Open Market Committee. The rate of interest accruing on program account balances may change as frequently as daily without prior notice. The fee paid to DTC may exceed the amounts paid to clients in the form of interest. The interest rates paid by a bank may be higher or lower than the interest rates available to depositors making deposits directly with the bank or other depository institutions in comparable accounts. For example, you may earn a lower interest rate through DTC Cash than you would earn by making a deposit or purchasing a certificate of deposit directly through that bank. None of the Program Banks have an obligation to offer the highest rates available, and each of the service providers, including DTC, facilitating DTC Cash will charge such fees for their services as they determine in their discretion. Prior to using DTC Cash, you should compare the terms, interest rates, required minimum amounts, and other features of DTC Cash with other accounts and alternative investments or savings options to determine the best option for you. 9  WRAP FEE BROCHURE DTC expects interest rates in the client self-directed DTC Cash to be generally lower than interest rates in IDM, offered as part of the Custom Program, after deduction of DAIC program fee, as DTC may incur different costs associated with running DTC Cash including but not limited to services rendered by DTC and paying third-party platform providers fees for the administration of DTC Cash. DTC Cash is subject to lower account minimums than IDM as part of the Custom Program. Rollover to IRAs When DAIC’s investment advisor(s) provide investment advice regarding a retirement plan account or individual retirement account, the associated person is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code section 4975(c) (1) (IRC), as applicable, which are laws governing retirement accounts (“Qualified Account”). DAIC and its investment advisor(s) who act as a fiduciary by providing investment advice for such retirement accounts are generally prohibited from receiving compensation unless in compliance with applicable prohibited transaction exemptions under ERISA or the IRC as authorized by the U.S. Department of Labor. The way DAIC is compensated creates some conflicts of interests, so for retirement accounts, DAIC operates under a special rule that requires DAIC to act in the client’s best interest and not put DAIC’s or DAIC’s investment advisor’s interest ahead of the clients. A conflict of interest exists to the extent that DAIC’s associated person(s) recommend that a client roll over assets from a qualified employer-sponsored retirement plan (“Employer Plan”) to an Individual Retirement Account (“IRA”) that invests in the Programs. DAIC and its associated person(s) receive compensation as a result of a client’s participation in the Programs and have a financial incentive to recommend the roll over. When considering rolling over assets from an Employer Plan to an IRA, a client should review and consider the advantages and disadvantages of an IRA rollover from the Employer Plan. A plan participant leaving an employer typically has four options (and may engage in a combination of these options): (1) leave the money in the former employer’s plan, if permitted; (2) rollover the assets to a new employer’s plan (if available and rollovers are permitted); (3) rollover Employer Plan assets to an IRA; or, (4) cash out the Employer Plan assets and pay the required taxes on the distribution. At a minimum, a client should consider fees and expenses, investment options, services, penalty-free withdrawals, protection from creditors and legal judgments, required minimum distributions, and employer stock. DAIC encourages clients to discuss their options and review the above listed considerations with an accountant, third-party administrator, investment advisor to your Employer Plan (if available), or legal counsel, to the extent necessary. A client may face increased fees when he/she moves retirement assets from an Employer Plan to a Rollover IRA account. Even if there are no costs associated with the IRA rollover itself, there will be costs associated with account administration, investment management, or both. Investing in an IRA that invests in the Programs will typically be more expensive than an Employer Plan. By recommending that a client rollover his/her Employer Plan assets to an IRA, DAIC will earn Program Fees and Advisory Fees. In addition to these fees, the underlying investment in the Programs, the Dunham Funds, may charge Rule 12b-1 and sub-transfer agent fees, management fees and administrative expenses, and 10  WRAP FEE BROCHURE other charges required by law. DAIC will receive a portion of these fees. These payments are significant. This has the potential to create a conflict of interest, as it will provide an incentive for DAIC to recommend the purchase of the Dunham Funds rather than other similarly situated mutual funds. While the Dunham Funds’ fees are competitive, they are not meant to be low-cost investment options. Fees charged by comparable third-party funds may be lower. As a result, DAIC has an economic incentive to encourage an individual to rollover Employer Plan assets into an IRA that invests in the Programs. In contrast, leaving assets in the Employer Plan or rolling the assets to a plan sponsored by the new employer results in no compensation to DAIC. Item 5 — Account Requirements and Types of Clients Account Requirements The Programs require the stated minimum account size to open and maintain an account: Account Requirements Standard Program Custom Program Qualified (Retirement) Account Minimum $ 5,000 $25,000 Non-Qualified Account Minimum $ 10,000 $50,000 For the Standard Program, accounts below the applicable minimum will be charged an annual $50 below minimum fee. For the Custom Program, accounts below the applicable minimum will be charged an annual $65 below minimum fee. Accounts will be assessed this fee on the anniversary date of the account. These minimums may be waived at the discretion of the Program Sponsor. Types of Clients DAIC provides Program services to three types of clients: • Clients of unaffiliated, independent investment advisory firms whose Financial Advisor has elected to use a Program as an investment product/vehicle; • Direct or “private” clients of DAIC’s registered investment advisory representatives; and • Clients of Dunham Trust Company for whom DTC is serving as trustee. • Private Fund 11  WRAP FEE BROCHURE Item 6 — Portfolio Manager Selection and Evaluation DAIC utilizes a careful manager-of-managers (Sub-Adviser) approach that it believes continues to be successful in the selection of investment managers with specialized expertise in particular asset classes. DAIC uses performance-based fees (“fulcrum fees”) to compensate such Sub- Advisers, which DAIC believes best aligns the investment manager’s goals with a client’s goals. As DAIC utilizes a manager-of-managers investment process, it does not directly decide the selection of securities or cash within a given mutual fund. Rather, it utilizes the expertise of each Dunham Fund’s Sub- Adviser, with each being uniquely knowledgeable in its respective asset class. DAIC monitors each Sub- Adviser’s investment process and results and may replace a Sub- Adviser should it find extended style drift or lacking performance (relative to both peers and the applicable benchmark). Ultimate portfolio manager discretion may vary by Sub-Adviser, within the stated investment policies and restrictions as disclosed in the Prospectus and Statement of Additional Information (SAI). Neither DAIC nor any of its supervised persons act as a Sub-Adviser for the Dunham Funds or unaffiliated money market fund(s). DAIC implements and manages the Program’s Core Allocation models, including revising the asset class weightings and adding and/or removing certain Dunham Funds. DAIC will be subject to competing interests that have the potential to influence its decision making with regard to selection of the Dunham Funds. For example, if one of the Dunham Funds has a higher advisory fee to DAIC than another Fund, this will provide DAIC with incentive to use the Fund with the higher fee. Likewise, the impact of any fee waivers or expense reimbursements will provide an incentive to allocate assets to Dunham Funds that lower the waiver or reimbursement obligations of DAIC. In addition, DAIC may be incentivized to recommend to Program participants to invest assets (cash) into Core Allocations, to the extent the recommendation is suitable and in the best interest of the client. Also, DAIC may believe that certain Dunham Funds may benefit from additional assets or could be harmed by redemptions. DAIC seeks to identify and address any potential conflicts in a manner that is equitable for Program participants and the Dunham Funds. DunhamDC DAIC offers a proprietary, algorithmic rebalancing program, the DunhamDC that is part of the Custom and Standard Program. The DunhamDC algorithm is a systematic and unemotional investment strategy that generally increases equity exposure as global stock prices decrease and reduces equity exposure when global stock prices increase, except if invested in the U.S. variant as further described below. With DunhamDC, the client, with his or her financial advisor is selecting the level of risk the client is willing to take within this strategy and whether the client is selecting the U.S. variant of the Program. The U.S. variant generally increases equity exposure as domestic stock prices decrease and reduces equity exposure when domestic stock prices increase. There are different portfolios for different risk tolerance and investment objectives which are tailored to the clients’ specific needs. 12  WRAP FEE BROCHURE Rebalancing is initiated based on the investment criteria set forth in the investor’s application and is further influenced by the DunhamDC algorithm. Accounts invested in DunhamDC are subject to a quarterly rebalance to its target allocation at the time based on the DunhamDC Program in addition to the signals provided by the DunhamDC Program at any given time. DunhamDC allocation and Core Allocation changes are made only if they result in an allocation value shift at the fund level of 1% or greater of the total account value. This includes if non-Dunham fund investments are in the Dunham account and the allocation value shift per fund is more than 1%. Due to the large deviation in equity to fixed income ratio at any given time, a large deviation in equity to fixed income ratio can have significant implications for the risk and return profile of the account. Accordingly, during periods of strong market growth the account may underperform accounts that do not have the DunhamDC feature. Conversely, during periods of strong market declines, the account may also be underperforming, as the account continues to decline, due to the higher exposure in equities. Similarly, if the fixed income investments underperform the equity investments, it is possible that the accounts using the DunhamDC feature may underperform accounts that do not have the DunhamDC feature, even though they may have adjusted the exposure to equity investment before a decline. The Program uses simplified assumptions based primarily on historical data. The program operates within predefined parameters and rules and can make frequent purchases and redemptions at times which can result in a taxable event in the client’s account and may cause undesired tax-related consequences such as wash sales. While this approach can reduce emotional biases and enhance consistency, it limits adaptability to changing market conditions, economic considerations, or unforeseen events. Unforeseen changes in the markets or market expectations may require deviations from the Program’s prescribed approach, and such adaptability may be challenging to incorporate. While the DunhamDC algorithm is programmed based on specific criteria and rules, it cannot capture certain qualitative or contextual factors that can impact investment decisions or movement in the markets. Beyond the simplistic initial assumptions used to develop the algorithm, it lacks other inputs or considerations that human judgement and discretion may be necessary to evaluate. The algorithm does not use complex formulas and is designed to create a consistent process with limited assumptions based on historical data. It does not make any predictions and may add to certain investments before they perform poorly or may divest from other investments before they perform well. There is no guarantee that any investment strategy will meet its stated objectives. There may be economic times where all investments are unfavorable and depreciate in value. Market conditions and factors that influence investment outcomes are subject to change, and no program can fully account for all variables and events. No investment strategy or risk management technique can guarantee returns or eliminate risk in any market environment. There are no additional fees and expenses to use DunhamDC other than the fees and expenses described under "Program Fees and Expenses" in Item 4 of the brochure. Dunham Retirement Income Plan (“DRIP”) 13  WRAP FEE BROCHURE DAIC offers a Dunham Retirement Income Plan (“DRIP” or “Plan”). DRIP seeks to help retirees by investing principal to establish regular, inflation-adjusted withdrawals of cash during retirement. The Plan seeks to set aside a thirteen to fifteen months reserve of liquid assets in the Distribution Portfolio allocated in the Dunham Insured Deposit Marketplace seeking to satisfy monthly distributions for current spending based on the client’s specific circumstances as part of the client’s overall financial plan. This reserve is funded by assets invested in an algorithmic rebalancing program DunhamDC or another Dunham Custom Asset Allocation Program for the Custom Program accounts, or through Allocation models used in the Standard Program. This investment approach is designed to generate inflation-adjusted returns to replenish the reserve. The DRIP feature is available in both the Custom and Standard Program. The Plan invests the remaining capital to fund future spending in one or more portfolios, which can include the Flex Portfolio, Healthcare Portfolio and/ or Legacy Portfolio. These portfolios can be invested in the proprietary algorithmic rebalancing program DunhamDC or another Allocation of the Custom Program, or through Allocation models used in the Standard Program. DRIP was created to address risks common to those seeking retirement income, including inflation risk, market risk and longevity risk. DRIP is not an insurance product and is not guaranteed. Clients may lose money. Item 7 — Client Information Provided to Portfolio Managers DAIC generally does not communicate client-specific information to a Program’s portfolio management team, including Sub-Advisers of Dunham Funds. Item 8 — Client Contact with Portfolio Managers No restrictions are placed on a client’s ability to contact or consult with a member of their portfolio management team, including Sub-Advisers of Dunham Funds. Item 9 — Additional Information Disciplinary Information There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of our investment advisory business or integrity of our management. Other Financial Industry Activities and Affiliations DAIC is a dually registered Broker-Dealer and investment adviser. DAIC is a wholly owned subsidiary of the parent company Dunham & Associates Holdings, Inc. (“Dunham Holdings”) and an affiliate of Dunham Trust Company, Dunham & Associates Securities, Inc. (“DASI”), and Dunham Ventures GP, LLC. Jeffrey Dunham is an officer, director, and principal shareholder of Dunham Holdings. As a registered representative, Mr. Dunham does not receive directly, sales commissions from sales of the Dunham Funds, however, DAIC may as disclosed in this brochure. Dunham Trust Company (“DTC”), doing business as “Dunham Trust” and “Dunham Private Trust” is a privately held trust company. When operating as Dunham Trust, DTC is licensed by the Nevada Department of Business 14  WRAP FEE BROCHURE & Industry, Financial Institutions Division (“FID”). When operating as Dunham Private Trust, DTC is licensed and regulated in the State of Wyoming by the Wyoming Division of Banking. DTC provides a variety of trust and custodial services, including serving as administrator, trustee and/or investment manager of a trust. DTC generally provides investment management services through DAIC, however, may also delegate investment management to other approved Financial Advisors. A conflict of interest exists to the extent that DAIC’s associated persons recommend that a client utilize the trust services provided by DTC. By recommending that a client utilize the trust services and such client agreeing or selecting DTC as trustee, DAIC may receive advisory fees and DTC will receive trustee and/or administration fees. These payments may be significant. In contrast, recommending that a client use another trust company results in no compensation to DAIC or DTC. DTC and DAIC mitigate any potential conflicts by providing adequate disclosures and other information to clients. DTC may also pay a portion of its administration fees to non-affiliated financial services firm(s). These payments relate to DTC’s inclusion as a featured exhibitor on the financial services firm’s wealth management platform. Clients pay no additional fees to DTC or to the Financial Advisors at these firm(s) who utilize the platform. However, these payments will create a conflict of interest by influencing the financial services firm(s) to promote DTC’s trust and custodial services over another trust company. DTC also serves as custodian for certain DAIC clients. Certain board members who serve on the board of Dunham Private Trust hold non-controlling minority ownership interests (each less than five percent) in Dunham Trust Company. These individuals also maintain referral agreements with DAIC and Dunham Trust Company, under which they receive referral fees. Because these individuals both receive referral compensation and hold ownership interests in an affiliated trust company, they have a financial incentive to recommend services provided by DAIC and its affiliated trust company. The firm addresses this conflict through written disclosures. Clients are not required to use DTC and may select any trust provider. A trust administered by DTC, holds a minority ownership interest in Dunham Holdings, Inc., which creates an additional affiliated business financial incentive. DTC and DAIC have an agreement in place where DTC employs DAIC to provide or arrange certain administrative, support, and investment advisory services, either directly or through affiliates. Under this agreement DTC pays DAIC a fixed monthly fee for administrative, support, and investment advisory services, either directly or through affiliates. Under this agreement, DTC pays DAIC a fixed monthly fee for the administrative and support services it provides. Additionally, DAIC charges its standard fees for investment advisory services it performs. DAIC also has a separate agreement with DTC. Under this agreement, DAIC engages DTC to assist with professional services necessary for DAIC to deliver investment advisory services to clients of DTC who are also DAIC’s clients. For these professional services, DAIC pays DTC a fee as set forth in the Professional Services Agreement. DAIC offers a donor-advised fund to help clients with charitable giving. The Dunham Donor-Advised Fund (“Dunham DAF”), is a charitable fund that may be used for philanthropy and impact investing and is powered by University Impact (“UI”), a registered 501(c)(3) nonprofit in the United States. DAIC can facilitate the opening and management of the Dunham DAF account with UI. A donor-advised fund account allows clients to 15  WRAP FEE BROCHURE contribute cash or other assets to a charitable account to realize potential, immediate tax benefits and then support their charities over time. UI charges fees to the Dunham DAF for administrative services in accordance with the Fee Schedule as outlined in the UI Donor Advised Fund Agreement (“Agreement”). Accounts are required to maintain a $1,000 minimum balance to support investment fees as explained in the Agreement. There may be additional fees charged by the financial advisor that are separate from UI’s administrative and impact investment fees. Contributions to the Dunham DAF are irrevocable contributions made to UI, a public charity. Assets contributed to the Dunham DAF (once liquidated, if applicable) will be invested in the Dunham Asset Allocation Program sponsored by DAIC. Investment allocations may be changed according to DAIC’s standard policies and procedures. UI may hold up to 5% of the Dunham DAF assets in non-interest-bearing cash at any time. As the Program Sponsor, DAIC charges each donor a single service program fee (“Program Fee”) not exceeding 0.25% of the average daily net asset value of the account. In addition, a Financial Advisor may charge a donor an asset-based advisory fee (“Advisory Fee”) as specified in the Advisory Agreement. If a Financial Advisor is no longer willing or able to advise on distributions for charitable giving and no successor Financial Advisor is named, provided that certain conditions are met, DAIC’s affiliate DTC will assume responsibility for grant making as outlined in the DAF Agreement. A conflict of interest exists to the extent that donated assets may stay longer in the Dunham DAF absent of specific instructions on file, resulting in compensation to DAIC as described above. DAIC mitigates any potential conflicts by providing adequate disclosures and other information to clients. As investment adviser to the Dunham Funds, Dunham receives the investment advisory compensation described in the Dunham Funds’ prospectuses and such fees are borne by all shareholders in the Dunham Funds, including the donor. These payments may be significant. A conflict of interest exists to the extent that DAIC’s associated persons recommend that a client utilize the Dunham DAF. In contrast, recommending that a client use another donor advised fund results in no compensation to DAIC. DAIC mitigates any potential conflicts by providing adequate disclosures and other information to clients. DASI may have previously identified proprietary opportunities to invest in securities products, either directly or through Dunham Holdings. In addition, clients of DAIC may have invested along with DASI in such securities products. As a result, DAIC or its associated persons may have access to insider information or to non-public information that is not generally available to other investors. In an effort to reduce any possible conflict of interest, Mr. Dunham is subject to a Code of Ethics and Insider Trading Policy that prevents him from using this information to his advantage. Mr. Dunham may operate in various capacities including, but not limited to, as an investment advisor recommending the purchase or sale of securities products, which poses a conflict of interest. DASI addresses this potential conflict by providing adequate disclosures. Closed to New Investors - DAIC, in its capacity as a Broker-Dealer, may recommend that a client invest in a trust deed. DAIC previously served as investment adviser and distributor for four private funds (the “Private Funds”). The Private Funds invested in first and second trust deeds. Individuals who are also clients of DAIC may acquire a smaller interest in a trust deed (“fractionalized trust deed”) from a Private Fund in private 16  WRAP FEE BROCHURE transactions. This may result in a conflict of interest because DAIC must act in the best interests of both the Private Fund and the individual purchasing the fractionalized trust deed, which may have competing interests. The Private Funds have now liquidated, however, DAIC and its affiliates (including Mr. Dunham) may be incentivized to facilitate investment in fractionalized trust deeds in order to quicken the pace of liquidation and distributions to AMI a former affiliate of DAIC, or other affiliates. DAIC is conflicted in the following ways: (i) recommending that a client liquidate lower risk investments (such as Dunham Funds, third-party mutual funds or other assets) to raise funds to invest in the trust deed; and (ii) foregoing the opportunity to invest in an alternative trust deed or other investment that has more attractive terms (e.g., interest rate, collateralization, etc.) to the client than the trust deed. Finally, the Private Funds may have access to insider information or non-public information that is not generally available to other investors about the fractionalized trust deeds. DAIC mitigates any potential conflicts by providing adequate disclosures and other information to clients. DAIC, in its capacity as a Broker-Dealer, may recommend that a client invest in interests in limited liability companies (“LLCs”) investing in real estate. Such investments are illiquid and have not been registered pursuant to the Securities Act of 1933. Prior to investing, a client must qualify as an “qualified” investor (as defined by applicable law and rules and regulations) and acknowledge that he or she is aware of the various risk factors and conflicts associated with such an investment. Mr. Dunham and certain related parties may in the future or currently have personally invested in a LLC they also recommend to a client. Chad Dunham and/ or Rex Dunham (Mr. Dunham’s son(s)) receive a membership interest in the LLC or a fee, which represents a percentage of the cost of purchase of the property(s) or equity raised, for identifying the property, negotiating the purchase of the property and negotiating the leases with tenants. Chad Dunham and/ or Rex Dunham also serve as Manager of the LLC and receive a management fee based on a certain percentage of the gross rents for on-going management of the property(s) and LLC. An affiliate of DAIC receives a membership interest in the LLC or a fee, representing a percentage of the cost of purchase of the property(s) or equity raised, for conducting due diligence on the property, assisting with bridge loan financing, loan servicing and resolving any issues that arise as a result. This creates a natural conflict of interest in that their personal investment will motivate them to recommend the LLC over other private placement investments they have not personally invested in but may be better suited for you. In addition, DAIC is conflicted in the following ways: (i) recommending that a client liquidate lower risk investments (such as Dunham Funds, third-party mutual funds or other assets) to raise funds to invest in the LLC; and (ii) foregoing the opportunity to invest in an alternative LLC or other investment that has more attractive terms (e.g., distributions) to the client than the LLC. DAIC mitigates any potential conflicts by providing adequate disclosures and other information to clients. DAIC may also pay a portion of its compensation to non-affiliated registered investment advisers. This compensation varies from 5 basis points to 25 basis points and is based on the total dollar amount of client assets in the flat and performance-based fee options of the Custom Program.4 Clients pay no additional fees to DAIC or to the advisors who participate in this program. However, these payments will create a conflict of interest by influencing the advisor to invest in the Custom Program over another investment. 4 For client assets in the Custom Program prior to October 1, 2019, the compensation is based only on the total dollar amount in the performance-based fee option. 17  WRAP FEE BROCHURE DTC has partnered with certain bank(s) to help facilitate clients’ access to securities-based lending services collateralized by their investment accounts. Because of DTC’s arrangements with the bank(s) participating in the program, the client may be limited in its ability to negotiate the most favorable loan terms. The client is not required to use the bank(s) in DTC’s program and may work directly with other banks to negotiate loan terms or obtain other, potentially more favorable, financing arrangements. The client should understand that the interest and additional fees paid to the bank in connection with the loan are separate from and in addition to the advisory fees the client pays DAIC for its advisory services on the account. For the existing program, DTC may receive compensation from participant bank(s) equal to 0.25% of the percentage interest earned on the outstanding loan balance. For the streamlined, Dunham Easy Access Loans (“DEAL”) securities-based lending program, beginning upon the earlier of i) the date on which the total aggregate outstanding balance of all referred loans is $10,000,000 or ii) the date that is 12 months from the date the first loan is approved, the participating bank(s) pays DTC a quarterly referral fee equal to the sum of the daily referral fee for each day during the calendar quarter for which the fee calculation is made. The daily referral fee is the total aggregate balance of referred loans outstanding as of the close of business of the applicable day multiplied by 0.15% (the “Fee Rate”) divided by 365. Individuals that serve as DAIC and DTC officers negotiate the terms and conditions of the program, including the referral fee. The receipt of compensation poses a conflict of interest for DTC because DTC has a financial incentive for the client to participate in the program, rather than working directly with other banks. However, DTC does not share this compensation with financial advisors, and therefore, an advisor does not have a financial incentive for the client to select the lines of credit through the program. DAIC and the financial advisor(s) have an interest in continuing to receive investment advisory fees, which gives DAIC and the advisor(s) an incentive to recommend that the client borrows money rather than liquidate some of its assets in the Asset Allocation Program. This incentive creates a conflict of interest for DAIC and the advisors when advising clients seeking to access funds on whether they should liquidate assets or instead hold their securities investments and utilize a line of credit secured by assets in their account. Because the financial advisor(s) are compensated through advisory fees paid on the client’s account and DAIC receives a Program Fee, DAIC and the advisor(s) also have an interest in managing an account serving as collateral for a loan in a manner that will preserve sufficient collateral value to support the loan and avoid a bank call. This may present a conflict of interest with the client because it could incentivize DAIC and the advisor(s) to invest in more conservative, lower performing investments to maintain the stability of the account. DTC and DAIC mitigate any potential conflicts by providing adequate disclosures and other information to the client. DAIC makes available to clients access to a third‑party mortgage platform provided by Lender, which is designed to facilitate mortgage services. DAIC does not provide mortgage brokerage, lending, or underwriting services and does not receive any compensation, referral fees, or other direct or indirect economic benefits from Lender in connection with client use of the platform. Clients are under no obligation to use Lender and may obtain mortgage services from any lender of their choosing. 18  WRAP FEE BROCHURE Dunham Ventures GP, LLC, an affiliate of DAIC serves as general partner to Dunham VIP Ventures L.P., a private fund. DAIC serves as investment manager to Dunham VIP Ventures L.P.. DTC, another affiliate of DAIC serves as the fund’s qualified custodian/ recordkeeper. These affiliates receive fees and economic benefits for services provided to the Private Fund. The Private Fund may invest in affiliated vehicles (e.g. Dunham Funds, asset allocation models, and cash management vehicles) and unaffiliated funds. In such cases, investors bear a proportionate share of the underlying vehicle’s fees in addition to the Private Fund’s management fee (“Layered Fees”). DAIC does not currently offset the Private Fund level fee by fees earned at the underlying level. These arrangements pose a potential material conflict of interest because our affiliates have an economic interest when clients invest in the Private Fund. DAIC mitigates any potential conflicts by providing adequate disclosures in this brochure and in the Private Fund’s offering documents and other information to clients. The private fund is made available to qualified purchasers, who may be clients of DAIC, for whom the Private Fund appears appropriate. The general partner, Dunham Ventures GP, LLC intends to make an aggregate capital commitment of approximately $1,000,000 to the Private Fund. Because the general partner is an affiliate of DAIC, this investment presents a potential conflict of interest. While the general partner's financial commitment aligns its economic interests with those of other investors, the general partner also receives an incentive allocation. Incentive allocation arrangements may create an incentive for DAIC, as investment adviser, to recommend investments that may be riskier or more speculative than those which would be recommended under a different fee structure. DAIC’s policies and procedures are designed to mitigate these conflicts and ensure that all clients are treated in a fair and equitable manner over time. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading DAIC takes issues of regulatory compliance, fiduciary responsibility and public trust seriously. DAIC seeks the highest standards of ethics and conduct in all of its business relationships. DAIC’s Code of Ethics (“Code”) seeks to deter wrongdoing and (1) promote compliance with applicable governmental laws, rules and regulations, (2) provide standards of honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest, (3) require all access persons to promptly report for review, personal transactions and holdings, (4) facilitate prompt internal reporting of violations of this Code, and (5) providing accountability for adherence to this Code. DAIC will provide a copy of our full Code to any client or prospective client upon request. No employee or registered personnel of DAIC or its affiliates shall take action with regard to securities for themselves, DAIC, or any client account unless they are certain that the information in their possession is available to the investing public. The Code imposes restrictions on the purchase or sale by access persons of securities for their own accounts and accounts in which he/she has a beneficial interest. Subject to the Code, certain employees of DAIC may recommend to clients the discretionary purchase or sale of securities in which DAIC’s employees may have a beneficial interest. The Code includes preclearance of personal trades, blackout restrictions, and reporting requirements. 19  WRAP FEE BROCHURE In addition, the Code prohibits employees from investing in initial public offerings and limits their ability to invest in private placements by requiring the preapproval of the Chief Compliance Officer. Finally, all DAIC access persons must certify annually their acknowledgment of and adherence to the Code and DAIC’s policy on insider trading. DAIC may recommend interests in Dunham VIP Ventures L.P., whereby certain principals of DAIC may hold personal interests in the same companies as the Private Fund. This may create incentives for the Private Fund to allocate opportunities in a manner that potentially favors affiliates. Such holdings are governed by DAIC’s policies and Code of Ethics regarding equitable allocation and pre-clearance requirements for supervised persons of DAIC. Review of Accounts DAIC’s Program accounts are reviewed on a periodic basis, but no less frequently than annually. The Core Allocations are implemented similarly across all accounts with like investment objectives. Equity/fixed income/cash ratios are reviewed regularly and adjusted when appropriate. Any change in a client’s financial or personal situation that affects investment objectives or cash flow needs will trigger additional reviews. Clients receive monthly or quarterly account statements which include current valuation of assets. Gain/loss statements are provided annually for Custom Program taxable accounts. In the Custom Program, Financial Advisors may request special reports (i.e. performance reviews) to be delivered on a regular basis or as needed or may access such information themselves on the Dunham Portal. Clients may also access account information via the DAIC and/or transfer agent website. Client Referrals and Other Compensation DAIC enters into solicitor agreements with non-affiliated third parties (“Solicitors”) from time to time, who refer investment advisory clients to DAIC (“Referral Services”). Compensation is either based on a percentage of (i) the annual account balance; or (ii) the fees earned and received, both paid quarterly. Because of this cash compensation, the Solicitors and/ or their personnel may be incentivized to endorse DAIC or provide testimonials, which may create a conflict of interest. The Solicitors are required to provide prospective clients with the Solicitor’s disclosure statement (orally or in writing). The Solicitor’s statement will disclose the particulars of the referral relationship and the compensation DAIC will pay to the Solicitor. DTC enters into referral agreements with Broker-Dealers, Registered Investment Advisers, CPAs or other professionals (“Financial Professionals”) for the referral of potential clients for trust services. In all cases there will be a written agreement between DTC and the Financial Professionals making the referral which shall stipulate the compensation payable, and the activities permitted, among other specifics. In addition, associated persons at DAIC generally receive between $500 and $5,000, and potentially additional compensation based on the estimated annual fees for account referrals over a certain fee threshold, subject to the annual compensation plan, for each trust they help establish at DTC for clients of these Financial Professionals. This creates a conflict of interest, as it provides an incentive for both the associated persons at DAIC and the Financial Professionals to recommend DTC rather than another trust company. DTC mitigates any potential conflicts by providing adequate disclosures and other information to clients. 20  WRAP FEE BROCHURE In addition, certain third parties who refer clients for trust services also hold non controlling minority ownership interests (each less than five percent) in Dunham Trust Company (doing business as Dunham Trust and Dunham Private Trust). Because these individuals receive referral compensation and hold ownership interests in an affiliated trust company, they have a financial incentive to recommend DTC or DAIC. Additional details are provided in Item 9 – Other Financial Industry Activities and Affiliations. DAIC as program sponsor from time to time pays compensation to unaffiliated RIAs as a result of the client’s participation in the program. For example, this compensation may include administrative and financial advisor support fees, a portion of assets under management on the platform and fees for ongoing due diligence, training and operational oversight of the platform. This may include additional payments to unaffiliated RIAs, their employees and or/ advisors to cover fees to attend conferences or reimbursement of client events. The amount of this compensation may be more or less than what the advisor would receive if the client participated in programs of other investment advisors or paid separately for investment advice. Clients participating in the program do not pay more or less in fees as a result of this compensation. DAIC mitigates any potential conflicts by providing adequate disclosures and other information to clients. Financial Information DAIC does not require the prepayment of fees six months or more in advance. DAIC has never been the subject of a bankruptcy petition and there is no condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Neither DAIC, nor any of its investment professionals are registered as or have an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading adviser or have any association with the foregoing entities. Dunham & Associates Investment Counsel, Inc. is a Registered Investment Adviser and Broker/ Dealer. Member FINRA/ SIPC 6256 Greenwich Dr. Ste. 550, San Diego, CA 92122 | 800.442.4358 | www.dunham.com 21