Dunham Funds N-PX Annual report of proxy voting record

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number:  811-22153

DUNHAM FUNDS

(Exact name of registrant as specified in charter)

10251 Vista Sorrento Parkway, Suite 200, San Diego, CA 92121

(Address of principal executive offices)  (Zip code)

James Ash, Esq.

Gemini Fund Services, LLC

450 Wireless Boulevard, Hauppauge, NY 11788

(Name and address of agent for service)

Registrant's telephone number, including area code:  1-800-442-4358

Date of fiscal year end:  October 31

Date of reporting period:  July 1, 2011 – June 30, 2012   (This is the first of seven N-PX filings for this Registrant)

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Proxy Voting Record.

Appended hereto as Exhibits A through C is the following information for each matter relating to a portfolio security owned by the Registrant considered at any shareholder meeting held during the period twelve month period ended June 30, 2012 with respect to which the Registrant was entitled to vote:

(a) The name of the issuer of the portfolio security;

(b) The exchange ticker symbol of the portfolio security;

(c) The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;

(d) The shareholder meeting date;

(e) A brief identification of the matter voted on;

(f) Whether the matter was proposed by the issuer or by a security holder;

(g) Whether the registrant cast its vote on the matter;

(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i) Whether the registrant cast its vote for or against management.

Registrant: Dunham Funds - Dunham Corporate/Government Bond Fund    Item 1, Exhibit A
Investment Company Act file number:  811-22153
Reporting Period: July 1, 2011 through June 30, 2012
ITEM 1- PROXY VOTING RECORD
	(a) Issuer's Name	(b) Exchange Ticker Symbol	(c)"CUSIP" #	(d) Shareholder Meeting Date	(e) Matter Identification	(f) Proposal Type (by issuer or shareholder)	(g) Voted	(h) How was vote cast (for or against proposal, or abstain; for or withhold regarding election of directors)	(i) Was Vote For or Against Management
1	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
2
Fixed income fund - held no voting securities during the period covered by this report.

Registrant: Dunham Funds - Dunham High-Yield Bond Fund   Item 1, Exhibit B
Investment Company Act file number:  811-22153
Reporting Period: July 1, 2011 through June 30, 2012
ITEM 1- PROXY VOTING RECORD
	(a) Issuer's Name	(b) Exchange Ticker Symbol	(c)"CUSIP" #	(d) Shareholder Meeting Date	(e) Matter Identification	(f) Proposal Type (by issuer or shareholder)	(g) Voted	(h) How was vote cast (for or against proposal, or abstain; for or withhold regarding election of directors)	(i) Was Vote For or Against Management
1	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
2	Fixed income fund - held no voting securities during the period covered by this report.

Registrant:  Dunham Funds - Appreciation & Income Fund

Item 1, Exhibit C

Investment Company Act file number:  811-22153

Reporting Period: July 1, 2011 through June 30, 2012

ORACLE CORPORATION

Security

68389X105

Meeting Type

Annual

Ticker Symbol

ORCL

Meeting Date

12-Oct-2011

ISIN

US68389X1054

Agenda

933499813 - Management

Item

Proposal

Type

Vote

For/Against Management

1

DIRECTOR

Management

1

JEFFREY S. BERG

For

For

2

H. RAYMOND BINGHAM

Withheld

Against

3

MICHAEL J. BOSKIN

For

For

4

SAFRA A. CATZ

For

For

5

BRUCE R. CHIZEN

For

For

6

GEORGE H. CONRADES

For

For

7

LAWRENCE J. ELLISON

For

For

8

HECTOR GARCIA-MOLINA

For

For

9

JEFFREY O. HENLEY

For

For

10

MARK V. HURD

For

For

11

DONALD L. LUCAS

For

For

12

NAOMI O. SELIGMAN

For

For

2

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

Management

For

For

3

ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES RELATING TO EXECUTIVE COMPENSATION.

Management

1 Year

4

PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL 2012.

Management

For

For

5

ACT ON A STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

35,000

01-Oct-2011

01-Oct-2011

MICROSOFT CORPORATION

Security

594918104

Meeting Type

Annual

Ticker Symbol

MSFT

Meeting Date

15-Nov-2011

ISIN

US5949181045

Agenda

933510706 - Management

Item

Proposal

Type

Vote

For/Against Management

1

ELECTION OF DIRECTOR: STEVEN A. BALLMER

Management

For

For

2

ELECTION OF DIRECTOR: DINA DUBLON

Management

For

For

3

ELECTION OF DIRECTOR: WILLIAM H. GATES III

Management

For

For

4

ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN

Management

For

For

5

ELECTION OF DIRECTOR: REED HASTINGS

Management

For

For

6

ELECTION OF DIRECTOR: MARIA M. KLAWE

Management

For

For

7

ELECTION OF DIRECTOR: DAVID F. MARQUARDT

Management

For

For

8

ELECTION OF DIRECTOR: CHARLES H. NOSKI

Management

For

For

9

ELECTION OF DIRECTOR: HELMUT PANKE

Management

For

For

10

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.

Management

For

For

11

ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.

Management

1 Year

For

12

RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR.

Management

For

For

13

SHAREHOLDER PROPOSAL 1. ESTABLISHMENT OF A BOARD COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

25,000

04-Nov-2011

04-Nov-2011

AUTODESK, INC.

Security

052769106

Meeting Type

Special

Ticker Symbol

ADSK

Meeting Date

06-Jan-2012

ISIN

US0527691069

Agenda

933529022 - Management

Item

Proposal

Type

Vote

For/Against Management

01

APPROVE THE AUTODESK, INC. 2012 EMPLOYEE STOCK PLAN.

Management

For

For

02

APPROVE THE AUTODESK, INC. 2012 OUTSIDE DIRECTORS' STOCK PLAN.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

9,900

26-Dec-2011

27-Dec-2011

ACCENTURE PLC

Security

G1151C101

Meeting Type

Annual

Ticker Symbol

ACN

Meeting Date

09-Feb-2012

ISIN

IE00B4BNMY34

Agenda

933540343 - Management

Item

Proposal

Type

Vote

For/Against Management

01

ACCEPTANCE, IN A NON-BINDING VOTE, OF THE FINANCIAL STATEMENTS FOR THE TWELVE MONTH PERIOD ENDED AUGUST 31, 2011 AS PRESENTED

Management

For

For

2A

RE-APPOINTMENT OF DIRECTOR: DINA DUBLON

Management

For

For

2B

RE-APPOINTMENT OF DIRECTOR: WILLIAM D. GREEN

Management

For

For

2C

RE-APPOINTMENT OF DIRECTOR: NOBUYUKI IDEI

Management

For

For

2D

RE-APPOINTMENT OF DIRECTOR: MARJORIE MAGNER

Management

For

For

03

RATIFICATION, IN A NON-BINDING VOTE, OF APPOINTMENT OF KPMG AS INDEPENDENT AUDITORS FOR THE 2012 FISCAL YEAR AND AUTHORIZATION, IN A BINDING VOTE, OF THE BOARD, ACTING THROUGH THE AUDIT COMMITTEE, TO DETERMINE KPMG'S REMUNERATION

Management

For

For

04

APPROVAL, IN A NON-BINDING VOTE, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

Management

For

For

05

APPROVAL OF AMENDMENTS TO ACCENTURE PLC'S ARTICLES OF ASSOCIATION TO PROVIDE FOR THE PHASED-IN DECLASSIFICATION OF THE BOARD, BEGINNING IN 2013

Management

For

For

06

AUTHORIZATION TO HOLD THE 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT A LOCATION OUTSIDE OF IRELAND

Management

For

For

07

AUTHORIZATION OF ACCENTURE TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE PLC CLASS A ORDINARY SHARES

Management

For

For

08

DETERMINATION OF THE PRICE RANGE AT WHICH ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY STOCK

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

8,775

29-Jan-2012

29-Jan-2012

QUALCOMM INCORPORATED

Security

747525103

Meeting Type

Annual

Ticker Symbol

QCOM

Meeting Date

06-Mar-2012

ISIN

US7475251036

Agenda

933543933 - Management

Item

Proposal

Type

Vote

For/Against Management

01

DIRECTOR

Management

1

BARBARA T. ALEXANDER

For

For

2

STEPHEN M. BENNETT

For

For

3

DONALD G. CRUICKSHANK

For

For

4

RAYMOND V. DITTAMORE

For

For

5

THOMAS W. HORTON

For

For

6

PAUL E. JACOBS

For

For

7

ROBERT E. KAHN

For

For

8

SHERRY LANSING

For

For

9

DUANE A. NELLES

For

For

10

FRANCISCO ROS

For

For

11

BRENT SCOWCROFT

For

For

12

MARC I. STERN

For

For

02

TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 30, 2012.

Management

For

For

03

TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

Management

For

For

04

TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE PLURALITY VOTING PROVISION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

13,750

24-Feb-2012

24-Feb-2012

HELMERICH & PAYNE, INC.

Security

423452101

Meeting Type

Annual

Ticker Symbol

HP

Meeting Date

07-Mar-2012

ISIN

US4234521015

Agenda

933547727 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

DIRECTOR

Management

1

DONALD F. ROBILLARD, JR

For

For

2

HON. FRANCIS ROONEY

For

For

3

EDWARD B. RUST, JR

For

For

2.

RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS FOR 2012.

Management

For

For

3.

ADVISORY VOTE ON EXECUTIVE COMPENSATION.

Management

For

For

4A.

AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO IMPLEMENT A STAGGERED DECLASSIFICATION OF THE BOARD OF DIRECTORS OVER A THREE- YEAR PERIOD.

Management

For

For

4B.

AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CONFIRM THAT FROM AND AFTER THE 2015 ANNUAL MEETING, DIRECTORS MAY BE REMOVED BY THE STOCKHOLDERS WITH OR WITHOUT CAUSE.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

8,700

02-Mar-2012

02-Mar-2012

FRANKLIN RESOURCES, INC.

Security

354613101

Meeting Type

Annual

Ticker Symbol

BEN

Meeting Date

14-Mar-2012

ISIN

US3546131018

Agenda

933545305 - Management

Item

Proposal

Type

Vote

For/Against Management

1A

ELECTION OF DIRECTOR: SAMUEL H. ARMACOST

Management

For

For

1B

ELECTION OF DIRECTOR: CHARLES CROCKER

Management

For

For

1C

ELECTION OF DIRECTOR: JOSEPH R. HARDIMAN

Management

For

For

1D

ELECTION OF DIRECTOR: CHARLES B. JOHNSON

Management

For

For

1E

ELECTION OF DIRECTOR: GREGORY E. JOHNSON

Management

For

For

1F

ELECTION OF DIRECTOR: RUPERT H. JOHNSON, JR.

Management

For

For

1G

ELECTION OF DIRECTOR: MARK C. PIGOTT

Management

For

For

1H

ELECTION OF DIRECTOR: CHUTTA RATNATHICAM

Management

For

For

1I

ELECTION OF DIRECTOR: LAURA STEIN

Management

For

For

1J

ELECTION OF DIRECTOR: ANNE M. TATLOCK

Management

For

For

1K

ELECTION OF DIRECTOR: GEOFFREY Y. YANG

Management

For

For

02

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2012.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

3,000

03-Mar-2012

03-Mar-2012

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)

Security

806857108

Meeting Type

Annual

Ticker Symbol

SLB

Meeting Date

11-Apr-2012

ISIN

AN8068571086

Agenda

933556827 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: PETER L.S. CURRIE

Management

For

For

1B.

ELECTION OF DIRECTOR: TONY ISAAC

Management

For

For

1C.

ELECTION OF DIRECTOR: K. VAMAN KAMATH

Management

For

For

1D.

ELECTION OF DIRECTOR: PAAL KIBSGAARD

Management

For

For

1E.

ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV

Management

For

For

1F.

ELECTION OF DIRECTOR: ADRIAN LAJOUS

Management

For

For

1G.

ELECTION OF DIRECTOR: MICHAEL E. MARKS

Management

For

For

1H.

ELECTION OF DIRECTOR: ELIZABETH A. MOLER

Management

For

For

1I.

ELECTION OF DIRECTOR: LUBNA S. OLAYAN

Management

For

For

1J.

ELECTION OF DIRECTOR: L. RAFAEL REIF

Management

For

For

1K.

ELECTION OF DIRECTOR: TORE I. SANDVOLD

Management

For

For

1L.

ELECTION OF DIRECTOR: HENRI SEYDOUX

Management

For

For

2.

TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

Management

For

For

3.

TO APPROVE THE COMPANY'S 2011 FINANCIAL STATEMENTS AND DECLARATIONS OF DIVIDENDS.

Management

For

For

4.

TO APPROVE THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

5.

TO APPROVE AMENDMENTS TO THE COMPANY'S 2004 STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE AND MAKE CERTAIN TECHNICAL CHANGES.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

4,450

31-Mar-2012

31-Mar-2012

T. ROWE PRICE GROUP, INC.

Security

74144T108

Meeting Type

Annual

Ticker Symbol

TROW

Meeting Date

17-Apr-2012

ISIN

US74144T1088

Agenda

933556978 - Management

Item

Proposal

Type

Vote

For/Against Management

1A)

ELECTION OF DIRECTOR: EDWARD C. BERNARD

Management

For

For

1B)

ELECTION OF DIRECTOR: JAMES T. BRADY

Management

For

For

1C)

ELECTION OF DIRECTOR: J. ALFRED BROADDUS, JR.

Management

For

For

1D)

ELECTION OF DIRECTOR: DONALD B. HEBB, JR.

Management

For

For

1E)

ELECTION OF DIRECTOR: JAMES A.C. KENNEDY

Management

For

For

1F)

ELECTION OF DIRECTOR: ROBERT F. MACLELLAN

Management

For

For

1G)

ELECTION OF DIRECTOR: BRIAN C. ROGERS

Management

For

For

1H)

ELECTION OF DIRECTOR: DR. ALFRED SOMMER

Management

For

For

1I)

ELECTION OF DIRECTOR: DWIGHT S. TAYLOR

Management

For

For

1J)

ELECTION OF DIRECTOR: ANNE MARIE WHITTEMORE

Management

For

For

2.

TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION PAID BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS.

Management

For

For

3.

TO APPROVE THE 2012 LONG-TERM INCENTIVE PLAN.

Management

For

For

4.

TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

9,000

06-Apr-2012

06-Apr-2012

TERADATA CORPORATION

Security

88076W103

Meeting Type

Annual

Ticker Symbol

TDC

Meeting Date

20-Apr-2012

ISIN

US88076W1036

Agenda

933557742 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: MICHAEL F. KOEHLER

Management

For

For

1B.

ELECTION OF DIRECTOR: JAMES M. RINGLER

Management

Against

Against

1C.

ELECTION OF DIRECTOR: JOHN G. SCHWARZ

Management

For

For

2.

APPROVAL OF THE TERADATA 2012 STOCK INCENTIVE PLAN.

Management

For

For

3.

APPROVAL OF THE TERADATA CORPORATION EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED.

Management

For

For

4.

AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION.

Management

For

For

5.

APPROVAL OF AN AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS.

Management

For

For

6.

APPROVAL OF THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

9,050

09-Apr-2012

09-Apr-2012

THE COCA-COLA COMPANY

Security

191216100

Meeting Type

Annual

Ticker Symbol

KO

Meeting Date

25-Apr-2012

ISIN

US1912161007

Agenda

933558035 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: HERBERT A. ALLEN

Management

For

For

1B.

ELECTION OF DIRECTOR: RONALD W. ALLEN

Management

For

For

1C.

ELECTION OF DIRECTOR: HOWARD G. BUFFETT

Management

For

For

1D.

ELECTION OF DIRECTOR: RICHARD M. DALEY

Management

For

For

1E.

ELECTION OF DIRECTOR: BARRY DILLER

Management

For

For

1F.

ELECTION OF DIRECTOR: EVAN G. GREENBERG

Management

For

For

1G.

ELECTION OF DIRECTOR: ALEXIS M. HERMAN

Management

For

For

1H.

ELECTION OF DIRECTOR: MUHTAR KENT

Management

For

For

1I.

ELECTION OF DIRECTOR: DONALD R. KEOUGH

Management

For

For

1J.

ELECTION OF DIRECTOR: ROBERT A. KOTICK

Management

For

For

1K.

ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO

Management

For

For

1L.

ELECTION OF DIRECTOR: DONALD F. MCHENRY

Management

For

For

1M.

ELECTION OF DIRECTOR: SAM NUNN

Management

For

For

1N.

ELECTION OF DIRECTOR: JAMES D. ROBINSON III

Management

For

For

1O.

ELECTION OF DIRECTOR: PETER V. UEBERROTH

Management

For

For

1P.

ELECTION OF DIRECTOR: JACOB WALLENBERG

Management

Against

Against

1Q.

ELECTION OF DIRECTOR: JAMES B. WILLIAMS

Management

For

For

2.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.

Management

For

For

3.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

7,650

16-Apr-2012

16-Apr-2012

EATON CORPORATION

Security

278058102

Meeting Type

Annual

Ticker Symbol

ETN

Meeting Date

25-Apr-2012

ISIN

US2780581029

Agenda

933565167 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: ALEXANDER M. CUTLER

Management

For

For

1B.

ELECTION OF DIRECTOR: ARTHUR E. JOHNSON

Management

For

For

1C.

ELECTION OF DIRECTOR: DEBORAH L. MCCOY

Management

For

For

2.

APPROVING THE PROPOSED 2012 STOCK PLAN.

Management

For

For

3.

RATIFYING THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR 2012.

Management

For

For

4.

ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

12,000

16-Apr-2012

16-Apr-2012

BAKER HUGHES INCORPORATED

Security

057224107

Meeting Type

Annual

Ticker Symbol

BHI

Meeting Date

26-Apr-2012

ISIN

US0572241075

Agenda

933558148 - Management

Item

Proposal

Type

Vote

For/Against Management

1

DIRECTOR

Management

1

LARRY D. BRADY

For

For

2

CLARENCE P. CAZALOT,JR.

For

For

3

MARTIN S. CRAIGHEAD

For

For

4

CHAD C. DEATON

For

For

5

ANTHONY G. FERNANDES

For

For

6

CLAIRE W. GARGALLI

For

For

7

PIERRE H. JUNGELS

For

For

8

JAMES A. LASH

For

For

9

J. LARRY NICHOLS

For

For

10

H. JOHN RILEY, JR.

For

For

11

JAMES W. STEWART

For

For

12

CHARLES L. WATSON

For

For

2.

RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012.

Management

For

For

3.

PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION RELATED TO EXECUTIVE COMPENSATION.

Management

For

For

4.

STOCKHOLDER PROPOSAL REGARDING A MAJORITY VOTE STANDARD FOR DIRECTOR ELECTIONS.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

15,425

16-Apr-2012

16-Apr-2012

JOHNSON & JOHNSON

Security

478160104

Meeting Type

Annual

Ticker Symbol

JNJ

Meeting Date

26-Apr-2012

ISIN

US4781601046

Agenda

933562301 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: MARY SUE COLEMAN

Management

For

For

1B.

ELECTION OF DIRECTOR: JAMES G. CULLEN

Management

For

For

1C.

ELECTION OF DIRECTOR: IAN E.L. DAVIS

Management

For

For

1D.

ELECTION OF DIRECTOR: ALEX GORSKY

Management

For

For

1E.

ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS

Management

For

For

1F.

ELECTION OF DIRECTOR: SUSAN L. LINDQUIST

Management

For

For

1G.

ELECTION OF DIRECTOR: ANNE M. MULCAHY

Management

For

For

1H.

ELECTION OF DIRECTOR: LEO F. MULLIN

Management

For

For

1I.

ELECTION OF DIRECTOR: WILLIAM D. PEREZ

Management

For

For

1J.

ELECTION OF DIRECTOR: CHARLES PRINCE

Management

For

For

1K.

ELECTION OF DIRECTOR: DAVID SATCHER

Management

For

For

1L.

ELECTION OF DIRECTOR: WILLIAM C. WELDON

Management

For

For

1M.

ELECTION OF DIRECTOR: RONALD A. WILLIAMS

Management

For

For

2.

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Management

For

For

3.

APPROVAL OF THE COMPANY'S 2012 LONG- TERM INCENTIVE PLAN

Management

For

For

4.

RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012

Management

For

For

5.

SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN

Shareholder

Against

For

6.

SHAREHOLDER PROPOSAL ON BINDING VOTE ON POLITICAL CONTRIBUTIONS

Shareholder

Against

For

7.

SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL METHODS FOR TRAINING

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

8,100

16-Apr-2012

16-Apr-2012

EBAY INC.

Security

278642103

Meeting Type

Annual

Ticker Symbol

EBAY

Meeting Date

26-Apr-2012

ISIN

US2786421030

Agenda

933573760 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: MARC L. ANDREESSEN

Management

For

For

1B.

ELECTION OF DIRECTOR: WILLIAM C. FORD, JR.

Management

For

For

1C.

ELECTION OF DIRECTOR: DAWN G. LEPORE

Management

For

For

1D.

ELECTION OF DIRECTOR: KATHLEEN C. MITIC

Management

For

For

1E.

ELECTION OF DIRECTOR: PIERRE M. OMIDYAR

Management

For

For

2.

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Management

For

For

3.

APPROVE AMENDMENT & RESTATEMENT OF 2008 EQUITY INCENTIVE AWARD PLAN, INCLUDING AN AMENDMENT TO INCREASE THE AGGREGATE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER PLAN BY 16.5 MILLION SHARES

Management

For

For

4.

TO APPROVE OUR EMPLOYEE STOCK PURCHASE PLAN.

Management

For

For

5.

TO ADOPT AND APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS.

Management

For

For

6.

AMENDMENT TO OUR AMENDED & RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE STOCKHOLDERS WITH THE RIGHT TO CALL A SPECIAL MEETING

Management

For

For

7.

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2012

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

20,875

16-Apr-2012

16-Apr-2012

ABB LTD

Security

000375204

Meeting Type

Annual

Ticker Symbol

ABB

Meeting Date

26-Apr-2012

ISIN

US0003752047

Agenda

933583381 - Management

Item

Proposal

Type

Vote

For/Against Management

2.1

APPROVAL OF THE ANNUAL REPORT, THE CONSOLIDATED FINANCIAL STATEMENTS, AND THE ANNUAL FINANCIAL STATEMENTS FOR 2011

Management

For

For

2.2

CONSULTATIVE VOTE ON THE 2011 REMUNERATION REPORT

Management

For

For

3.

DISCHARGE OF THE BOARD OF DIRECTORS AND THE PERSONS ENTRUSTED WITH MANAGEMENT

Management

For

For

4.

APPROPRIATION OF AVAILABLE EARNINGS AND DISTRIBUTION OF CAPITAL CONTRIBUTION RESERVE

Management

For

For

5.1

RE-ELECTION TO THE BOARD OF DIRECTOR: ROGER AGNELLI

Management

For

For

5.2

RE-ELECTION TO THE BOARD OF DIRECTOR: LOUIS R. HUGHES

Management

For

For

5.3

RE-ELECTION TO THE BOARD OF DIRECTOR: HANS ULRICH MARKI

Management

For

For

5.4

RE-ELECTION TO THE BOARD OF DIRECTOR: MICHEL DE ROSEN

Management

For

For

5.5

RE-ELECTION TO THE BOARD OF DIRECTOR: MICHAEL TRESCHOW

Management

For

For

5.6

RE-ELECTION TO THE BOARD OF DIRECTOR: JACOB WALLENBERG

Management

Abstain

Against

5.7

RE-ELECTION TO THE BOARD OF DIRECTOR: YING YEH

Management

For

For

5.8

RE-ELECTION TO THE BOARD OF DIRECTOR: HUBERTUS VON GRUNBERG

Management

For

For

6.

RE-ELECTION OF THE AUDITORS

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

17,500

09-Apr-2012

09-Apr-2012

BARRICK GOLD CORPORATION

Security

067901108

Meeting Type

Annual

Ticker Symbol

ABX

Meeting Date

02-May-2012

ISIN

CA0679011084

Agenda

933579281 - Management

Item

Proposal

Type

Vote

For/Against Management

01

DIRECTOR

Management

1

H.L. BECK

For

For

2

C.W.D. BIRCHALL

For

For

3

D.J. CARTY

For

For

4

G. CISNEROS

For

For

5

R.M. FRANKLIN

For

For

6

J.B. HARVEY

For

For

7

D. MOYO

For

For

8

B. MULRONEY

For

For

9

A. MUNK

For

For

10

P. MUNK

For

For

11

A.W. REGENT

For

For

12

N.P. ROTHSCHILD

For

For

13

S.J. SHAPIRO

For

For

14

J.L. THORNTON

For

For

02

RESOLUTION APPROVING THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS OF BARRICK AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.

Management

For

For

03

ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION APPROACH.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

11,850

20-Apr-2012

20-Apr-2012

YAMANA GOLD INC.

Security

98462Y100

Meeting Type

Annual

Ticker Symbol

AUY

Meeting Date

02-May-2012

ISIN

CA98462Y1007

Agenda

933590045 - Management

Item

Proposal

Type

Vote

For/Against Management

01

DIRECTOR

Management

1

PETER MARRONE

For

For

2

PATRICK J. MARS

For

For

3

JOHN BEGEMAN

For

For

4

ALEXANDER DAVIDSON

Withheld

Against

5

RICHARD GRAFF

For

For

6

ROBERT HORN

For

For

7

NIGEL LEES

For

For

8

JUVENAL MESQUITA FILHO

For

For

9

CARL RENZONI

For

For

10

ANTENOR F. SILVA, JR.

For

For

11

DINO TITARO

For

For

02

IN RESPECT OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS.

Management

For

For

03

YOUR VOTE IS NON-BINDING ON OUR BOARD. SEE PAGE 7 OF OUR MANAGEMENT INFORMATION CIRCULAR.  ON AN ADVISORY BASIS, AND NOT TO DIMINISH THE ROLE AND RESPONSIBILITIES OF OUR BOARD, YOU ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN OUR 2012 MANAGEMENT INFORMATION CIRCULAR.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

18,500

24-Apr-2012

24-Apr-2012

DOVER CORPORATION

Security

260003108

Meeting Type

Annual

Ticker Symbol

DOV

Meeting Date

03-May-2012

ISIN

US2600031080

Agenda

933567298 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: D.H. BENSON

Management

For

For

1B.

ELECTION OF DIRECTOR: R.W. CREMIN

Management

For

For

1C.

ELECTION OF DIRECTOR: J-P.M. ERGAS

Management

For

For

1D.

ELECTION OF DIRECTOR: P.T. FRANCIS

Management

For

For

1E.

ELECTION OF DIRECTOR: K.C. GRAHAM

Management

For

For

1F.

ELECTION OF DIRECTOR: R.A. LIVINGSTON

Management

For

For

1G.

ELECTION OF DIRECTOR: R.K. LOCHRIDGE

Management

For

For

1H.

ELECTION OF DIRECTOR: B.G. RETHORE

Management

For

For

1I.

ELECTION OF DIRECTOR: M.B. STUBBS

Management

For

For

1J.

ELECTION OF DIRECTOR: S.M. TODD

Management

For

For

1K.

ELECTION OF DIRECTOR: S.K. WAGNER

Management

For

For

1L.

ELECTION OF DIRECTOR: M.A. WINSTON

Management

For

For

2.

TO ADOPT THE DOVER CORPORATION 2012 EQUITY AND CASH INCENTIVE PLAN.

Management

For

For

3.

TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2012.

Management

For

For

4.

TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

8,500

22-Apr-2012

22-Apr-2012

OCCIDENTAL PETROLEUM CORPORATION

Security

674599105

Meeting Type

Annual

Ticker Symbol

OXY

Meeting Date

04-May-2012

ISIN

US6745991058

Agenda

933577768 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: SPENCER ABRAHAM

Management

For

For

1B.

ELECTION OF DIRECTOR: HOWARD I. ATKINS

Management

For

For

1C.

ELECTION OF DIRECTOR: STEPHEN I. CHAZEN

Management

For

For

1D.

ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN

Management

For

For

1E.

ELECTION OF DIRECTOR: JOHN E. FEICK

Management

For

For

1F.

ELECTION OF DIRECTOR: MARGARET M. FORAN

Management

For

For

1G.

ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ

Management

For

For

1H.

ELECTION OF DIRECTOR: RAY R. IRANI

Management

For

For

1I.

ELECTION OF DIRECTOR: AVEDICK B. POLADIAN

Management

For

For

1J.

ELECTION OF DIRECTOR: AZIZ D. SYRIANI

Management

For

For

1K.

ELECTION OF DIRECTOR: ROSEMARY TOMICH

Management

For

For

��

2.

ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION.

Management

For

For

3.

RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT AUDITORS.

Management

For

For

4.

REQUIRED NOMINATION OF DIRECTOR WITH ENVIRONMENTAL EXPERTISE.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

3,915

23-Apr-2012

23-Apr-2012

MEAD JOHNSON NUTRITION COMPANY

Security

582839106

Meeting Type

Annual

Ticker Symbol

MJN

Meeting Date

04-May-2012

ISIN

US5828391061

Agenda

933580359 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: STEPHEN W. GOLSBY

Management

For

For

1B.

ELECTION OF DIRECTOR: DR. STEVEN M. ALTSCHULER

Management

For

For

1C.

ELECTION OF DIRECTOR: HOWARD B. BERNICK

Management

For

For

1D.

ELECTION OF DIRECTOR: KIMBERLY A. CASIANO

Management

For

For

1E.

ELECTION OF DIRECTOR: ANNA C. CATALANO

Management

For

For

1F.

ELECTION OF DIRECTOR: DR. CELESTE A. CLARK

Management

For

For

1G.

ELECTION OF DIRECTOR: JAMES M. CORNELIUS

Management

For

For

1H.

ELECTION OF DIRECTOR: PETER G. RATCLIFFE

Management

For

For

1I.

ELECTION OF DIRECTOR: DR. ELLIOTT SIGAL

Management

For

For

1J.

ELECTION OF DIRECTOR: ROBERT S. SINGER

Management

For

For

2.

ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION

Management

For

For

3.

THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

4,900

23-Apr-2012

23-Apr-2012

NATIONAL OILWELL VARCO, INC.

Security

637071101

Meeting Type

Annual

Ticker Symbol

NOV

Meeting Date

16-May-2012

ISIN

US6370711011

Agenda

933593724 - Management

Item

Proposal

Type

Vote

For/Against Management

1A

ELECTION OF DIRECTOR: MERRILL A. MILLER, JR.

Management

For

For

1B

ELECTION OF DIRECTOR: GREG L. ARMSTRONG

Management

For

For

1C

ELECTION OF DIRECTOR: DAVID D. HARRISON

Management

For

For

2

RATIFICATION OF INDEPENDENT AUDITORS.

Management

For

For

3

APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Management

For

For

4

STOCKHOLDER PROPOSAL.

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

2,072

05-May-2012

05-May-2012

SAP AG

Security

803054204

Meeting Type

Annual

Ticker Symbol

SAP

Meeting Date

23-May-2012

ISIN

US8030542042

Agenda

933612182 - Management

Item

Proposal

Type

Vote

For/Against Management

2

RESOLUTION ON THE APPROPRIATION OF THE RETAINED EARNINGS OF FISCAL YEAR 2011

Management

For

3

RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE EXECUTIVE BOARD IN FISCAL YEAR 2011

Management

For

4

RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE SUPERVISORY BOARD IN FISCAL YEAR 2011

Management

For

5

RESOLUTION ON THE APPROVAL OF THE SYSTEM OF EXECUTIVE BOARD COMPENSATION

Management

For

6

APPOINTMENT OF THE AUDITORS OF THE FINANCIAL STATEMENTS AND GROUP FINANCIAL STATEMENTS FOR FISCAL YEAR 2012

Management

For

7A)

ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: PROF. DR. H.C. MULT. HASSO PLATTNER

Management

For

7B)

ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: PEKKA ALA-PIETILA

Management

For

7C)

ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: PROF. ANJA FELDMANN, PH. D.

Management

For

7D)

ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: PROF. DR. WILHELM HAARMANN

Management

For

7E)

ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: BERNARD LIAUTAUD

Management

For

7F)

ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: DR. H.C. HARTMUT MEHDORN

Management

For

7G)

ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: DR. ERHARD SCHIPPOREIT

Management

For

7H)

ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: PROF. DR.-ING. DR.- ING. E.H. KLAUS WUCHERER

Management

For

8

CANCELLATION OF CONTINGENT CAPITAL III AND CONTINGENT CAPITAL IIIA AND AMEND SECTION 4, 19 & 23 OF ARTICLES OF INCORPORATION

Management

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

5,600

02-May-2012

02-May-2012

AMAZON.COM, INC.

Security

023135106

Meeting Type

Annual

Ticker Symbol

AMZN

Meeting Date

24-May-2012

ISIN

US0231351067

Agenda

933600113 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: JEFFREY P. BEZOS

Management

For

For

1B.

ELECTION OF DIRECTOR: TOM A. ALBERG

Management

For

For

1C.

ELECTION OF DIRECTOR: JOHN SEELY BROWN

Management

For

For

1D.

ELECTION OF DIRECTOR: WILLIAM B. GORDON

Management

For

For

1E.

ELECTION OF DIRECTOR: JAMIE S. GORELICK

Management

For

For

1F.

ELECTION OF DIRECTOR: BLAKE G. KRIKORIAN

Management

For

For

1G.

ELECTION OF DIRECTOR: ALAIN MONIE

Management

For

For

1H.

ELECTION OF DIRECTOR: JONATHAN J. RUBINSTEIN

Management

For

For

1I.

ELECTION OF DIRECTOR: THOMAS O. RYDER

Management

For

For

1J.

ELECTION OF DIRECTOR: PATRICIA Q. STONESIFER

Management

For

For

2.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

Management

For

For

3.

APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS, AS AMENDED, PURSUANT TO SECTION 162(M) OF THE INTERNAL REVENUE CODE IN OUR 1997 STOCK INCENTIVE PLAN

Management

For

For

4.

SHAREHOLDER PROPOSAL REGARDING AN ASSESSMENT AND REPORT ON CLIMATE CHANGE

Shareholder

Against

For

5.

SHAREHOLDER PROPOSAL CALLING FOR CERTAIN DISCLOSURES REGARDING CORPORATE POLITICAL CONTRIBUTIONS

Shareholder

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

2,450

13-May-2012

13-May-2012

MASTERCARD INCORPORATED

Security

57636Q104

Meeting Type

Annual

Ticker Symbol

MA

Meeting Date

05-Jun-2012

ISIN

US57636Q1040

Agenda

933614415 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: AJAY BANGA

Management

For

For

1B.

ELECTION OF DIRECTOR: DAVID R. CARLUCCI

Management

For

For

1C.

ELECTION OF DIRECTOR: STEVEN J. FREIBERG

Management

For

For

1D.

ELECTION OF DIRECTOR: RICHARD HAYTHORNTHWAITE

Management

For

For

1E.

ELECTION OF DIRECTOR: MARC OLIVIE

Management

For

For

1F.

ELECTION OF DIRECTOR: RIMA QURESHI

Management

For

For

1G.

ELECTION OF DIRECTOR: MARK SCHWARTZ

Management

For

For

1H.

ELECTION OF DIRECTOR: JACKSON P. TAI

Management

For

For

2.

ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION

Management

For

For

3.

APPROVAL OF THE COMPANY'S AMENDED AND RESTATED 2006 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

Management

For

For

4.

APPROVAL OF THE COMPANY'S AMENDED AND RESTATED 2006 LONG TERM INCENTIVE PLAN

Management

For

For

5.

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2012

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

775

25-May-2012

25-May-2012

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

Security

M22465104

Meeting Type

Annual

Ticker Symbol

CHKP

Meeting Date

07-Jun-2012

ISIN

IL0010824113

Agenda

933634520 - Management

Item

Proposal

Type

Vote

For/Against Management

1.

ELECTION OF DIRECTORS: GIL SHWED, MARIUS NACHT, JERRY UNGERMAN, DAN PROPPER, DAVID RUBNER, DR. TAL SHAVIT.

Management

For

For

2.

RE-ELECTION OF 2 OUTSIDE DIRECTORS: YOAV CHELOUCHE AND GUY GECHT.

Management

For

For

3.

TO RATIFY THE APPOINTMENT AND COMPENSATION OF KOST, FORER, GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.

Management

For

For

4.

APPROVE COMPENSATION TO CHECK POINT'S CHIEF EXECUTIVE OFFICER WHO IS ALSO CHAIRMAN OF THE BOARD OF DIRECTORS.

Management

For

For

5.

TO AUTHORIZE THE CHAIRMAN OF CHECK POINT'S BOARD OF DIRECTORS TO CONTINUE SERVING AS CHAIRMAN OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER FOR UP TO THREE YEARS FOLLOWING THE MEETING (AS REQUIRED BY ISRAELI LAW).

Management

For

For

6A.

I AM A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL INTEREST IN ITEM 2. MARK "FOR" = YES OR "AGAINST" = NO.

Management

Against

6B.

I AM A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL INTEREST IN ITEM 4. MARK "FOR" = YES OR "AGAINST" = NO.

Management

Against

6C.

I AM A CONTROLLING SHAREHOLDER OR HAVE A "PERSONAL INTEREST" IN ITEM 5. MARK "FOR" = YES OR "AGAINST" = NO.

Management

Against

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

5,500

01-Jun-2012

01-Jun-2012

BIOGEN IDEC INC.

Security

09062X103

Meeting Type

Annual

Ticker Symbol

BIIB

Meeting Date

08-Jun-2012

ISIN

US09062X1037

Agenda

933618843 - Management

Item

Proposal

Type

Vote

For/Against Management

1A.

ELECTION OF DIRECTOR: CAROLINE D. DORSA

Management

For

For

1B.

ELECTION OF DIRECTOR: STELIOS PAPADOPOULOS

Management

For

For

1C.

ELECTION OF DIRECTOR: GEORGE A. SCANGOS

Management

For

For

1D.

ELECTION OF DIRECTOR: LYNN SCHENK

Management

For

For

1E.

ELECTION OF DIRECTOR: ALEXANDER J. DENNER

Management

For

For

1F.

ELECTION OF DIRECTOR: NANCY L. LEAMING

Management

For

For

1G.

ELECTION OF DIRECTOR: RICHARD C. MULLIGAN

Management

For

For

1H.

ELECTION OF DIRECTOR: ROBERT W. PANGIA

Management

For

For

1I.

ELECTION OF DIRECTOR: BRIAN S. POSNER

Management

For

For

1J.

ELECTION OF DIRECTOR: ERIC K. ROWINSKY

Management

For

For

1K.

ELECTION OF DIRECTOR: STEPHEN A. SHERWIN

Management

For

For

1L.

ELECTION OF DIRECTOR: WILLIAM D. YOUNG

Management

For

For

2.

TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS BIOGEN IDEC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.

Management

For

For

3.

SAY ON PAY - AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

Management

For

For

4.

TO APPROVE AN AMENDMENT TO BIOGEN IDEC'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ESTABLISHING DELAWARE AS EXCLUSIVE FORUM FOR CERTAIN DISPUTES.

Management

For

For

5.

TO APPROVE AN AMENDMENT TO BIOGEN IDEC'S SECOND AMENDED AND RESTATED BYLAWS PERMITTING HOLDERS OF AT LEAST 25% OF COMMON STOCK TO CALL SPECIAL MEETINGS.

Management

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

19-1584

DUNHAM APPRECIATION AND INCOME FUND

100159

U.S. BANK

1,950

28-May-2012

28-May-2012

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)

 DUNHAM FUNDS

By (Signature and Title)*   /s/ Jeffrey A. Dunham

                                        President and Principal Executive Officer

Date:  August 23, 2012

* Print the name and title of each signing officer under his or her signature.