Dunham Funds | Dunham & Associates |
10251 Vista Sorrento Parkway | 10251 Vista Sorrento Parkway |
San Diego, CA 92121 | San Diego, CA 92121 |
(858) 964-0500 | (858) 964-0500 |
VIA ELECTRONIC TRANSMISSION
January 28, 2013
Howie Hallock
Senior Counsel
U.S. Securities and Exchange Commission
Office of Disclosure and Review
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re:
Request for Acceleration of Dunham Funds Registration Statement on Form N-14 Pre-Effective Amendment No. 1, File No. 333-185123
Dear Mr. Hallock:
Dunham Funds (the "Registrant") andDunham & Associates Investment Counsel, Inc. (the principal underwriter/distributor) for the Registrant, each an undersigned, hereby request, pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended (1933 Act), that effectiveness under the 1933 Act of Pre-Effective Amendment No. 1 to the Registrant's registration statement on Form N-14 be accelerated to January 28, 2013, or, in the alternative, acceleration to the earliest possible time after the date requested. The undersigned is each aware of its obligations under the 1933 Act. Specifically, the Registrantacknowledges the following: (i) the Registrant is responsible for the adequacy and accuracy of the disclosure in the filings reviewed by the staff; (ii) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (iii) staff comments or changes to disclosure in response to staff comments in a filing reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and (iv) the Registrant may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. The Registrant undertakes to include revisions related to any supplemental comments received from the staff following the filing of Pre-Effective Amendment No. 1in the definitive version of the proxy statement/prospectus and will make a Rule 497 filing including such revisions.
Sincerely,
Dunham Funds | Dunham & Associates Investment Counsel, Inc. |
By:/s/ Jeffrey A. Dunham | By:/s/ Jeffrey A. Dunham |
Jeffrey A. Dunham | Jeffrey A. Dunham |
President | President |
