GPS Funds I NCSR Certified annual shareholder report (management investment company)

As filed with the Securities and Exchange Commission on June 5, 2014

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-10267

GPS Funds I

(Exact name of registrant as specified in charter)

1655 Grant Street, 10^th Floor

Concord, CA 94520

(Address of principal executive offices) (Zip code)

Patrick R. Young

AssetMark, Inc.

1655 Grant Street, 10^th Floor

Concord, CA 94520

(Name and address of agent for service)

800-664-5345

Registrant’s telephone number, including area code

Date of fiscal year end: March 31, 2014

Date of reporting period: April 1, 2013 through March 31, 2014

Item 1. Reports to Stockholders.


		GuideMark^SMFunds
		GuidePath^SMFunds

		Investment Advisor
		AssetMark, Inc.


	ANNUAL REPORT


	March 31, 2014



	GUIDEMARK^SMLARGE CAP GROWTH FUND

	GUIDEMARK^SMLARGE CAP VALUE FUND

	GUIDEMARK^SMSMALL/MID CAP CORE FUND

	GUIDEMARK^SMWORLD EX-US FUND

	GUIDEMARK^SMOPPORTUNISTIC EQUITY FUND

	GUIDEMARK^SMGLOBAL REAL RETURN FUND

	GUIDEMARK^SMCORE FIXED INCOME FUND

	GUIDEMARK^SMTAX-EXEMPT FIXED INCOME FUND

	GUIDEMARK^SMOPPORTUNISTIC FIXED INCOME FUND

	GUIDEPATH^SMSTRATEGIC ASSET ALLOCATION FUND

	GUIDEPATH^SMTACTICAL CONSTRAINED^SMASSET ALLOCATION FUND

	GUIDEPATH^SMTACTICAL UNCONSTRAINED^SMASSET ALLOCATION FUND

	GUIDEPATH^SMABSOLUTE RETURN ASSET ALLOCATION FUND

	GUIDEPATH^SMMULTI-ASSET INCOME ASSET ALLOCATION FUND

	GUIDEPATH^SMFIXED INCOME ALLOCATION FUND

	GUIDEPATH^SMALTEGRIS^®DIVERSIFIED ALTERNATIVES ALLOCATION FUND

May 29, 2014

Dear Shareholder:

Enclosed is the Annual Report for the GuideMark^®and GuidePath^®Funds covering the period from April 1, 2013 through March 31, 2014.

Market Review

The last twelve-month period started off with great attention being paid to Federal Reserve Chair Ben Bernanke’s comments regarding a potential change in quantitative easing policy. His comments had a significant impact on the fixed income markets as the yield on the 10-year Treasury note rose over 60 basis points¹immediately following his announcement, impacting fixed income sectors around the globe. As we closed the period, attention again was focused on the Federal Reserve as Janet Yellen took over as Chair. The markets perceived a somewhat more hawkish stance, especially when Ms. Yellen indicated that the Fed could incorporate a slightly more aggressive timeline for interest rate increases. These comments initially triggered a decline in equity markets and a rise in shorter-term bond yields. However, markets responded more favorably on March 31, as Ms. Yellen reiterated the Fed’s commitment to keeping interest rates low to support the economy and labor market.

Over the twelve months ended March 31, 2014 we saw more than a 20 percentage point difference in performance between equities and fixed income. This was significant and unusual. The S&P 500^®Index, a broad measure of US equities, was up 21.9% versus the Barclays US Aggregate Bond Index, a broad measure of US fixed income market, which was down -0.1%.²

2013 was quite an extraordinary year for the US equity market. The Dow Jones Industrial Average, for example, hit 52 all-time highs in 2013 — the most since 1996 when reviewed across its 100-year history.³The S&P^®500 had its best year since 2000, and its 11^thbest year since 1926.⁴The strength seen in the US equity market was broad-based for the twelve-month period ended March 2014. Regardless of style or market cap, all the major US equity indices were up over 20%, including the Russell 3000,^®the broadest market indicator, returning 22.6% for the period. Continued recovery in the US economy, combined with improved investor sentiment, helped drive stocks higher.

The strength of the US market was a large driver of the returns achieved globally. The international developed market equities, as represented by the MSCI EAFE Index, were up 18.1% for the twelve months ended March 31, 2014, lagging the US markets. Europe benefited from signs of continued economic recovery, as well as the potential for additional stimulus from the European Central Bank. Conversely, Japan weighed on international markets amid concerns about the effectiveness of policy measures, in light of a strengthening yen and an increase in the sales tax. Emerging markets, as represented by the MSCI Emerging Markets Index, saw a negative return of -1.1% over the twelve months. Capital flow and inflation concerns weighed more heavily on certain countries, such as Brazil and India. Slowing economic growth in China and the heightened tensions between Russia and Ukraine over Crimea also weighed on the emerging markets.

Currency shifts relative to the US dollar affected the returns achieved internationally. In the developed markets, a weakening US dollar helped returns by adding over 2% for the period, while in the emerging markets a strengthening US dollar hurt returns by detracting over 4% for the period.⁵

Real estate and commodities rebounded strongly in the first quarter of 2014, but weakness in 2013 led to lower returns over the full twelve months. The FTSE NAREIT All Equity Index returned 3.3% for the period as a result of the Fed’s announced pullback from bond purchases, which caused a rise in interest rates, as well as the tame inflation readings in the US. The Dow UBS Commodity Index returned -2.1%, impacted by higher supplies and lower demand, especially with the slowing growth in China. Gold was also a large drag to commodities, plummeting nearly -30% in 2013.⁶

In 2013, the fixed income markets saw one of their worst years since 1999. This weakness significantly impacted the twelve-month return. The “taper tantrum” that occurred in the summer was the key driver of the rise in yields that weighed heavily on government-related sectors. The Barclays US Treasury Index returned -1.3% for the twelve months, while the Barclays US Credit Index returned 1.0% as corporate credit benefited from the improving economic environment. Lower quality credit, as represented by the Barclays US Corporate High Yield Index, provided the strongest return at 7.5%, aided by the improving

fundamentals and the sector’s equity market sensitivity. Treasury inflation protected securities (TIPS) were significantly impacted by both the increase in yields, due to their longer-maturities and the benign inflation environment, returning -6.5% for the twelve-month period.

International bonds outperformed the US domestic bond market over the twelve months due to a strong start to 2014. The Barclays Global Treasury ex-US Index gained 3.1% on strength in the yen in the first quarter of 2014, boosting the twelve-month return to 3.2%. Emerging market bonds also rebounded during the first quarter, with gains in several countries and currencies, allowing the BofA Merrill Lynch Emerging Market Sovereign and Corporate Index twelve-month return to move into positive territory at 2.7%.

The municipal bond market outperformed the taxable fixed income market by almost 50 basis points, with the Barclays Municipal Bond Index returning 0.4% for the twelve months. A strong start to 2014 moved the index into positive territory, following weakness seen in 2013 as a result of fears related to Puerto Rico’s financial troubles and Detroit’s filing for bankruptcy.

GuideMark and GuidePath Funds Review

The turbulence of the first quarter of 2014 created some headwinds for several GuideMark Funds following strong returns in 2013 as the focus of the market moved toward rewarding fundamentals. The Large Cap Value and Opportunistic Equity Funds were lifted by solid stock selection across multiple sectors. The Large Cap Growth and Small/Mid Cap Core Funds’ returns were dampened by their exposure to companies with market capitalizations towards the higher end of their respective ranges. Exposure to Russia in particular hurt the returns of the World ex-US Fund, as did security selection. Maintaining some exposure to longer-term Treasuries and TIPS weakened the results of the Core Fixed Income Fund, while exposure to below investment grade securities detracted from the results for the Tax-Exempt Fixed Income Fund. Currency positioning was the largest drag on the returns achieved by the Opportunistic Fixed Income Fund, outweighing the positive contribution from credit selection. The Global Real Return Fund benefited from its more diversified exposure to commodities, global natural resources and REITs.

The GuidePath Funds faced some challenges over the period, especially with the strength seen in the US equity market. Diversification into international equities, including emerging markets, led to weakness in performance by the Strategic, Tactical Constrained^®and Multi-Asset Income Funds. The Tactical Unconstrained^®Fund suffered with the turbulent market environment and rapid reversals that were an issue for trend-following strategies. The Absolute Return Fund benefited with some equity sensitivity along with its favoring of the credit sensitive sectors within fixed income, while the Fixed Income Fund saw returns dampened from its longer duration positions and exposure to TIPS. The Altegris^®Diversified Alternatives Fund experienced weakness due to its exposure to trend-following managed futures strategies and global macro strategies.

Looking Ahead

Entering 2014, the outlook for equities was somewhat mixed, given the extended rising market and elevated valuations in US stocks. Volatility spiked in late January and early February as equity markets declined in view of an uncertain global growth outlook, particularly for China. At the same time, current account deficits contributed to a broader selloff in emerging markets. What followed, however, confounded many market observers who were bracing for a significant market correction. Global equity markets rebounded later in February and March, lifting broad equity indices into positive territory for the year.

The outlook for bonds and inflation-oriented assets was also uncertain following a weak 2013, where long-term Treasuries and commodities were among the worst performing asset classes. Similarly, REITs lagged equities by wide margins during 2013 due, in part, to concerns over their interest-rate sensitivity. Nonetheless, market leadership shifted during the first quarter as long-term Treasuries, commodities and REITs all posted strong gains to start the year. This reversal provided a reminder of the value of diversification, and the potential benefits of holding a portion of one’s portfolio more defensive-oriented asset classes in view of market uncertainties.

Looking ahead, there are bright spots, with continued economic progress across many developed markets, led by the US. This progress has served to lessen some of the downside risks, as we are now five years removed from the market bottom of March 2009. The past five years saw an extraordinary rally in the US equity markets, resulting in the second best five-year return since World War II.⁷Some question whether this trend can continue, especially given the level of valuations. Additionally, new risks have emerged with the Crimean crisis and intensifying concerns over China’s longer-term growth prospects.

Please contact your financial advisor to discuss any questions about your investment strategy or changes in your financial goals. We thank you for including the Funds in your portfolio and appreciate the trust you have placed in us.

Sincerely,

Carrie E. Hansen

Trustee, Chairperson and President of the Funds

The AssetMark platform provides fee-based investment advisory programs. Investors are advised to refer to the appropriate Disclosure Brochure, which can be obtained from your financial advisor, for a full description of services provided, including all applicable fees.

AssetMark, Inc. is an investment advisor registered with the Securities and Exchange Commission.

Index Definitions

The Barclays Global Treasury ex-US Index tracks fixed-rate, local currency government debt of investment grade countries, including both developed and emerging markets excluding the US.

The Barclays US Aggregate Bond Index is a broad-based index that measures the investment grade, US dollar-denominated, fixed rate taxable bond market, including Treasuries, government-related and corporate securities, mortgage- and asset-backed securities. All securities contained in the Barclays US Aggregate Bond Index have a minimum term to maturity of one year.

The Barclays US Corporate High Yield Index measures the market of US dollar-denominated, non-investment grade, fixed-rate, taxable corporate bonds.

The Barclays US Credit Index comprises the US Corporate Index and a non-corporate component that includes foreign agencies, sovereigns, supranationals and local authorities.

The Barclays US Treasury Index includes public obligations of the US Treasury. Treasury bills are excluded by the maturity constraint. In addition, certain special issues, TIPS, and STRIPS are excluded.

The Barclays US TIPS Index includes all publicly issued US Treasury inflation-protected securities that have at least one year remaining to maturity, are rated investment grade, and have $250 million or more of outstanding face value.

The Barclays Municipal Bond Index is a market-value-weighted index for the long-term tax-exempt bond market. The index has four main sectors: state and local general obligation bonds, revenue bonds, insured bonds, and pre-refunded bonds.

The BofA Merrill Lynch Emerging Market Sovereign and Corporate Index tracks the performance of US dollar and euro denominated emerging market and crossover sovereign, quasi-government and corporate debt.

The Dow Jones Industrial Average is a price-weighted measure of 30 US blue chip companies, covering all industries with the exception of transportation and utilities.

The Dow Jones UBS Commodity Index is composed of futures contracts of physical commodities traded on US exchanges, with the exception of aluminum, nickel and zinc, which trade on the London Metal Exchange (LME). Weighting restrictions on individual commodities and commodity groups promote diversification.

The FTSE NAREIT All Equity REITs Index includes US publicly traded REITs. Equity REITs include those firms that own, manage and lease investment-grade commercial real estate. Specifically, a company is classified as an equity REIT if 75% or more of its gross invested book assets are invested in real property.

The MSCI EAFE (Europe, Australasia, Far East) Index measures the equity market performance of countries considered to represent developed markets, excluding the US and Canada.

The MSCI Emerging Markets Index measures the equity market performance of countries considered to represent emerging markets.

The Russell 3000^®Index is an unmanaged index that measures the performance of the largest 3000 US companies, representing approximately 98% of the investable US equity market.

The S&P 500^®Index focuses on the large cap segment of the US equity market. It includes 500 leading companies in leading industries of the US economy, capturing approximately 75% coverage of US equities.

¹	Source: Ned Davis Research

²	All index returns are sourced from Morningstar

³	Source: Ned Davis Research

⁴	Source: Ned Davis Research

⁵	Source: MSCI Barra

⁶	Source: Morningstar

⁷	Source: Ned Davis Research

FX 2014-0522-0255

GuideMark^SMLarge Cap Growth Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on March 31, 2004. Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

RUSSELL 1000^®GROWTH INDEX – An unmanaged index which measures the performance of those Russell 1000^®companies with higher price-to-book ratios and higher forecasted growth values. The Russell 1000^®Index is an unmanaged index which measures the performance of the 1,000 largest companies in the Russell 3000^®Index. The Russell 3000^®Index is an unmanaged index which measures the performance of the 3,000 largest US Companies, based on total market capitalization, which represents approximately 98% of the investable US equity market.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Five Year		Ten Year		Since Inception⁽¹⁾
GuideMark^SMLarge Cap Growth Fund
Service Shares	22.04	%	19.16	%	5.26	%	3.05	%
Institutional Shares	22.81	%	N/A		N/A		10.58	%
Russell 1000^®Growth Index	23.22	%	21.68	%	7.86	%	5.01	%⁽²⁾

⁽¹⁾	Inception date is 6/29/01 for Service Shares and 4/29/11 for Institutional Shares.

⁽²⁾	The return shown for the Russell 1000^®Growth Index is from the inception date of the Service Shares. The Russell 1000^®Growth Index return from the inception date of the Institutional Shares is 13.75%.

GuideMark^SMLarge Cap Growth Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned 22.04%, underperforming the Russell 1000^®Growth Index at 23.22%.

•	The Fund underperformed its benchmark over the period due to security selection across multiple sectors. The Fund’s larger market capitalization was also a headwind as smaller companies continued to gain momentum over the trailing 12-month period.

•	An overweight to Technology combined with security selection within the sector was a significant driver of the relative performance over the period. Among the worst performers, two were semiconductor companies – Altera Corp. and Broadcom Corporation. Shares of Altera Corp. traded lower due to increasing competitive pressure while Broadcom Corporation reported lower margins.

•	One of the top performing securities in the portfolio was also within the Technology sector – IAC/InterActive Corp., a media and internet company. Shares of IAC/InterActive Corp. rose after the company announced it was reorganizing the firm, which could unlock shareholder value going forward.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Microsoft Corp.	5.22
2	Google, Inc.	4.24
3	Oracle Corp.	3.40
4	QUALCOMM, Inc.	2.43
5	Amgen, Inc.	2.28
6	Apple, Inc.	2.05
7	United Technologies Corp.	1.91
8	Visa, Inc.	1.89
9	Facebook, Inc.	1.89
10	Comcast Corp.	1.70

The Global Industry Classification Standard (“GICS^®”) was developed by and/or is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P, and has been licensed for use by U.S. Bancorp Fund Services, LLC.

GuideMark^SMLarge Cap Value Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

RUSSELL 1000^®VALUE INDEX – An unmanaged index which measures the performance of those Russell 1000^®companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000^®Index is an unmanaged index which measures the performance of the 1,000 largest companies in the Russell 3000^®Index. The Russell 3000^®Index is an unmanaged index which measures the performance of the 3,000 largest US Companies, based on total market capitalization, which represents approximately 98% of the investable US equity market.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Five Year		Ten Year		Since Inception⁽¹⁾
GuideMark^SMLarge Cap Value Fund
Service Shares	25.63	%	20.96	%	4.54	%	4.22	%
Institutional Shares	26.38	%	N/A		N/A		13.83	%
Russell 1000^®Value Index	21.57	%	21.75	%	7.58	%	6.56	%

⁽¹⁾	Inception date is 6/29/01 for Service Shares and 4/29/11 for Institutional Shares.

⁽²⁾	The return shown for the Russell 1000^®Value Index is from the inception date of the Service Shares. The Russell 1000^®Value Index return from the inception date of the Institutional Shares is 14.19%.

GuideMark^SMLarge Cap Value Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned 25.63%, outperforming the Russell 1000^®Value Index at 21.57%.

•	A combination of security selection was the primary factor in the outperformance over the period. Sector positioning, the result of bottom up security selection rather than any top-down decisions, was also additive.

•	Security selection within the Financials sector was the largest driver of the relative outperformance over the period. Exposure to consumer related financials such as Capital One Financial Corp. was beneficial as these financial companies benefited from the deleveraging of U.S. households.

•	An underweight allocation to the Utilities sector was a positive contributor to the Fund’s performance for the period. Higher yielding and more defensive sectors fell out of favor with investors as a result of improving market sentiment and economic outlook for the U.S.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Citigroup, Inc.	2.45
2	Capital One Financial Corp.	2.42
3	Bank of America Corp.	2.35
4	JPMorgan Chase & Co.	2.28
5	Wells Fargo & Co.	2.20
6	SLM Corp.	1.94
7	Medtronic, Inc.	1.87
8	Verizon Communications, Inc.	1.75
9	Royal Caribbean Cruises Ltd.	1.69
10	Texas Instruments, Inc.	1.67

GuideMark^SMSmall/Mid Cap Core Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

RUSSELL 2500^TMINDEX – Measures the performance of the small- to mid-cap segment of the US equity universe, commonly referred to as “smid” cap. The Russell 2500^TMIndex is a subset of the Russell 3000^®Index. The Russell 2500^TMIndex includes approximately 2,500 of the smallest securities based on a combination of their market cap and current index membership.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Five Year		Ten Year		Since Inception⁽¹⁾
GuideMark^SMSmall/Mid Cap Core Fund
Service Shares	23.49	%	23.99	%	7.16	%	7.51	%
Institutional Shares	24.19	%	N/A		N/A		12.55	%
Russell 2500^TMIndex	24.01	%	25.33	%	9.43	%	9.11	%⁽²⁾

⁽¹⁾	Inception date is 6/29/01 for Service Shares and 4/29/11 for Institutional Shares.

⁽²⁾	The return shown for the Russell 2500^TMIndex is from the inception date of the Service Shares. The Russell 2500^TMIndex return from the inception date of the Institutional Shares is 13.23%.

GuideMark^SMSmall/Mid Cap Core Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned 23.49%, underperforming the Russell 2500^TMIndex at 24.01%.

•	Exposure to higher quality companies with larger market capitalizations was a detractor over the period, as the market tilted in favor of the smaller companies with more momentum. Security selection in the second half of the period dampened relative performance.

•	In the second half of the period, exposure to homebuilders within the Consumer Discretionary sector and indirect exposure to homebuilders within the Industrials sector detracted from performance. Not owning Tesla Motors, Inc., a manufacturer of luxury electric cars, was a detractor as the stock continued to trade higher due to better than expected financial results.

•	Not owning REITs within the Financials sector was additive to performance as REITs traded lower due to concerns that an increasing interest rate environment could slow margin growth in the future.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Clean Harbors, Inc.	1.32
2	Graphic Packaging Holding Co.	1.15
3	Armstrong World Industries, Inc.	0.95
4	Owens Corning	0.94
5	Superior Energy Services, Inc.	0.88
6	Cheniere Energy, Inc.	0.86
7	Envision Healthcare Holdings, Inc.	0.84
8	WEX, Inc.	0.83
9	Rogers Corp.	0.81
10	Zions Bancorporation	0.80

GuideMark^SMWorld ex-US Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

MSCI ALL COUNTRY WORLD EX-US INDEX – The MSCI All Country World ex-USA index captures large and mid cap representation across 22 of 23 Developed Markets countries (excluding the US) and 21 Emerging Markets countries. With 1,824 constituents, the index covers approximately 85% of the global equity opportunity set outside the US. The Developed Markets countries include: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the UK. Emerging Markets countries include: Brazil, Chile, China, Columbia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Five Year		Ten Year		Since Inception⁽¹⁾
GuideMark^SMWorld ex-US Fund
Service Shares	11.47	%	10.49	%	3.04	%	2.90	%
Institutional Shares	12.09	%	N/A		N/A		2.08	%
MSCI All Country World ex-US Index	12.80	%	16.04	%	7.59	%	7.25	%

⁽¹⁾	Inception date is 6/29/01 for Service Shares and 4/29/11 for Institutional Shares.

⁽²⁾	The return shown for the MSCI All Country World ex-US Index is from the inception date of the Service Shares. The MSCI All Country World ex-US Index return from the inception date of the Institutional Shares is 3.03%.

GuideMark^SMWorld ex-US Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned 11.47%, underperforming the MSCI All Country World ex-US Index at 12.80%.

•	Six of the ten sectors contributed to performance, but that contribution was dampened by negative performance in the other four sectors, including Energy and Utilities.

•	An underweight exposure to the Spanish bank, Banco Santander, contributed to the relative underperformance. Banco Santander Brasil SA rallied during the period due to improving earnings as a result of lower write downs which offset some weakness in its Brazil segment.

•	Although exposures to Canada and Japan were additive over the period, some of that gain was dampened by the Fund’s exposures to Russia and Germany. In particular, the geopolitical risk in Crimea weighed heavily on Russian stocks towards the end of the period.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	PowerShares India Portfolio	1.60
2	Roche Holding AG	1.40
3	Total SA	1.26
4	Nestle SA	1.16
5	Royal Dutch Shell Plc, Class A	1.14
6	Bayer AG	1.03
7	UBS AG	1.02
8	Toyota Motor Corp.	1.00
9	Rio Tinto Plc	0.96
10	Anheuser-Busch InBev SA	0.92

GuideMark^SMOpportunistic Equity Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on April 1, 2011 (commencement of the Fund’s Service Shares operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

RUSSELL 3000^®INDEX – Measures the performance of the largest 3,000 US companies representing approximately 98% of the investable US equity market.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Since Inception⁽¹⁾
GuideMark^SMOpportunistic Equity Fund
Service Shares	25.20	%	12.24	%
Institutional Shares	25.92	%	12.43	%
Russell 3000^®Index	22.61	%	14.42	%⁽²⁾

⁽¹⁾	Inception date is 4/1/11 for Service Shares and 4/29/11 for Institutional Shares.

⁽²⁾	The return shown for the Russell 3000^®Index is from the inception date of the Service Shares. The Russell 3000^®Index return from the inception date of the Institutional Shares is 13.88%.

GuideMark^SMOpportunistic Equity Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned 25.20%, outperforming the Russell 3000^®Index at 22.61%.

•	Security selection was the primary driver of the relative performance for the 12-month period. The Fund’s modestly lower average market capitalization also contributed to the Fund’s performance.

•	The Fund’s overweight to the Financials sector, combined with security selection within the sector, contributed to relative performance. Specifically, exposure to large insurance companies that benefit from a rising rate environment and consumer related financials was beneficial.

•	Security selection within the Health Care sector contributed to relative outperformance for the period. The positive impact was broad based and included large pharmaceuticals as well as medical device manufacturers.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Apple, Inc.	3.00
2	International Business Machines Corp.	2.83
3	Microsoft Corp.	2.34
4	American International Group, Inc.	2.24
5	Willis Group Holdings Plc	2.20
6	Teva Pharmaceutical Industries Ltd. – ADR	2.13
7	United Technologies Corp.	2.09
8	Boston Scientific Corp.	1.86
9	Cimarex Energy Co.	1.84
10	PepsiCo, Inc.	1.80

GuideMark^SMGlobal Real Return Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

BARCLAYS US TIPS INDEX – Includes all publicly-issued, US Treasury inflation-protected securities that have at least one year remaining to maturity, are rated investment grade, and have $250 million or more of outstanding face value.

GLOBAL REAL RETURN BLENDED INDEX – A weighted combination of 20% of the total return from the Dow Jones-UBS Commodities Index, 35% of the total return from the S&P Natural Resources North American Index, 20% of the total return from the Dow Jones Global Select RESI Index and 25% of the total return from the Barclays Global Inflation Linked Bond Index. Returns are weighted on a 20/35/20/25 basis for each historical month and then the longer-term Blended Index returns are geometrically combined from these historical monthly returns to create aggregate returns (1-year, 3-years, 5-years, etc.) for the Blended Index.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Since Inception⁽¹⁾
GuideMark^SMGlobal Real Return Fund
Service Shares	-1.19	%	-1.78	%
Institutional Shares	-0.66	%	-2.27	%
Barclays US TIPS Index	-6.49	%	3.38	%⁽²⁾
Global Real Return Blended Index	4.56	%	1.83	%⁽³⁾

⁽¹⁾	Inception date is 4/1/11 for Service Shares and 4/29/11 for Institutional Shares.

⁽²⁾	The return shown for the Barclays US TIPS Index is from the inception date of the Service Shares. The Barclays US TIPS Index return from the inception date of the Institutional Shares is 2.72%.

⁽³⁾	The return shown for the Global Real Return Blended Index is from the inception date of the Service Shares. The Global Real Return Blended Index return from the inception date of the Institutional Shares is 0.86%.

GuideMark^SMGlobal Real Return Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned -1.19%, outperforming the Barclays U.S. TIPS Index at -6.49% but underperforming its blended benchmark of 20% Dow Jones-UBS Commodities Index, 35% S&P North American Natural Resources Sector Index, 20% Dow Jones Global Select RESI Index, and 25% Barclays Global Inflation Linked Bonds Index, which returned 4.56%.

•	The Fund’s relative outperformance against its primary benchmark for the period was primarily the result of its underweight exposure to U.S. TIPS over the period. U.S. TIPS were one of the worst performing asset classes over the period due to a benign inflationary environment.

•	The Fund’s exposure to gold miners detracted from performance relative to both its primary and secondary benchmarks over much of the period. The spread between gold metal and gold miners remained above its historic average as a result of higher production costs and continued geopolitical risk in Africa.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	SPDR S&P Global Natural Resources ETF	29.17
2	PowerShares DB Commodity Index Tracking Fund	18.22
3	SPDR Barclays TIPS ETF	12.95
4	SPDR Dow Jones International Real Estate ETF	10.49
5	SPDR Dow Jones REIT ETF	9.52
6	SPDR DB International Government Inflation-Protected Bond ETF	7.53
7	SPDR Metals and Mining ETF	3.04
8	PowerShares Global Agriculture Portfolio	3.01
9	Energy Select Sector SPDR Fund	3.01
10	SPDR S&P International Energy Sector ETF	1.98

GuideMark^SMCore Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

BARCLAYS US AGGREGATE BOND INDEX – A broad-based benchmark that measures the investment-grade, US dollar-denominated fixed-rate taxable bond market, including US Treasuries, government-related and corporate debt securities, and mortgage- and asset-backed securities. All securities contained in the Barclays US Aggregate Bond Index have a minimum term to maturity of one year.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Five Year		Ten Year		Since Inception⁽¹⁾
GuideMark^SMCore Fixed Income Fund
Service Shares	-1.33	%	6.46	%	3.69	%	4.38	%
Institutional Shares	-0.72	%	N/A		N/A		3.03	%
Barclays US Aggregate Bond Index	-0.10	%	4.80	%	4.46	%	5.20	%

⁽¹⁾	Inception date is 6/29/01 for Service Shares and 4/29/11 for Institutional Shares.

⁽²⁾	The return shown for the Barclays US Aggregate Bond Index is from the inception date of the Service Shares. The Barclays US Aggregate Bond Index return from the inception date of the Institutional Shares is 3.40%.

GuideMark^SMCore Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned -1.33%, underperforming the Barclays US Aggregate Bond Index at -0.10%.

•	While the Fund’s duration was largely in line with its benchmark index, it maintained some exposure to longer duration U.S. Treasury Securities. The position is used to hedge against a potential “flight to safety” scenario. Although the exposure benefited performance in the first quarter of 2014, it harmed returns for most of the period.

•	A modest allocation to U.S. TIPS also dampened performance as the low inflationary environment led U.S. TIPS to trade lower over the period.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	U.S. Treasury Note, 2.000%, 11/15/2021	3.23
2	U.S. Treasury Note, 2.000%, 02/15/2022	2.85
3	U.S. Treasury Note, 0.125%, 04/15/2018	2.43
4	U.S. Treasury Note, 0.875%, 01/31/2017	2.15
5	U.S. Treasury Bond, 3.125%, 11/15/2041	1.73
6	Federal National Mortgage Association, Pool #TBA, 3.000%, 04/15/2043	1.72
7	U.S. Treasury Note, 1.625%, 03/31/2019	1.54
8	U.S. Treasury Bond, 0.625%, 01/15/2024	1.31
9	Federal Home Loan Mortgage Corp., Pool #J2-5769, 3.500%, 09/01/2028	1.26
10	Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, 5.540%, 09/11/2041	1.00

GuideMark^SMTax-Exempt Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

BARCLAYS MUNICIPAL BOND INDEX – The Barclays Municipal Bond Index is a market-value-weighted index for the long-term tax-exempt bond market. The index has four main sectors: state and local general obligation bonds, revenue bonds, insured bonds, and pre-refunded bonds.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Five Year		Ten Year		Since Inception⁽¹⁾
GuideMark^SMTax-Exempt Fixed Income Fund	-1.48	%	4.98	%	2.98	%	3.55	%
Barclays Municipal Bond Index	0.39	%	5.71	%	4.45	%	4.96	%

⁽¹⁾	Inception date is 6/29/01.

GuideMark^SMTax-Exempt Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned -1.48%, underperforming the Barclays Municipal Index at 0.39%.

•	The Fund’s modest exposure to below investment grade rated securities contributed to the relative underperformance for the period.

•	The Fund’s overweight to BBB-rated credit benefited performance over the period due primarily to the underweight exposure to Puerto Rico credit. The Fund maintained a small position in pre-funded Puerto Rico bonds.

•	A modestly shorter duration contributed to the relative underperformance as the long end of the yield curve significantly outperformed the shorter end at the end of the period.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	California, GO, 6.500%, 04/01/2033	1.92
2	Los Angeles Department of Airports, Series A, Refunding, Revenue Bond, 5.250%, 05/15/2029	1.80
3	Henry County Public Service Authority Water & Sewer, Refunding, Revenue Bond, FSA Insured, 5.500%, 11/15/2019	1.79
4	Wisconsin, Series A, Refunding, Revenue Bond, 6.000%, 05/01/2033	1.79
5	Boise-Kuna District, Revenue Bond, 7.375%, 06/01/2034	1.73
6	New York City, GO, 5.375%, 04/01/2036	1.60
7	Louisiana Citizens Property, Revenue Bond, 6.750%, 06/01/2026	1.48
8	Massachusetts Health & Educational Facilities Authority, Series A, Refunding, Revenue Bond, 5.500%, 11/15/2036	1.43
9	North Texas Tollway Authority, Series E, Refunding, Revenue Bond, 5.750%, 01/01/2038	1.31
10	Tobacco Settlement Financing Corp., Series B, Refunding, Revenue Bond, 5.000%, 06/01/2022	1.23

GuideMark^SMOpportunistic Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

BARCLAYS MULTIVERSE INDEX – The Barclays Multiverse Index is a broad-based index that provides a measure of the global fixed income market.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Since Inception⁽¹⁾
GuideMark^SMOpportunistic Fixed Income Fund
Service Shares	-0.71	%	3.06	%
Institutional Shares	-0.21	%	3.45	%
Barclays Multiverse Index	2.19	%	3.18	%⁽²⁾

⁽¹⁾	Inception date is 4/1/11 for Service Shares and 4/29/11 for Institutional Shares.

⁽²⁾	The return shown for the Barclays Multiverse Index is from the inception date of the Service Shares. The Barclays Multiverse Index return from the inception date of the Institutional Shares is 2.06%.

GuideMark^SMOpportunistic Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned -0.71%, underperforming the Barclays Multiverse Index at 2.19%.

•	Currency positioning, including an underweight to the Euro and an overweight to a basket of peripheral European currencies and Latin American currencies, more than offset the gains generated by high yield and corporate credit exposure.

•	The Fund’s more defensive duration positioning benefited performance for much of the period, but the underweight exposure dampened relative returns in the first quarter of 2014. Long bonds mounted a rally following comments made by Fed Chair Janet Yellen that led the market to believe short rates would increase sooner than expected.

•	Exposure to agency mortgages and use of defensive hedges to lower risk detracted from returns over the period. The market continued to favor risk assets and non-agency mortgages due to improving outlook for housing and the general market.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Korea Monetary Stabilization Bond, 2.900%, 12/02/2015	2.70
2	Petroleos de Venezuela SA, 4.900%, 10/28/2014	2.09
3	Malaysia Government Bond, 4.720%, 09/30/2015	1.78
4	Ireland Government Bond, 5.000%, 10/18/2020	1.69
5	Hungary Government Bond, 6.750%, 02/24/2017	1.65
6	Hungary Government International Bond, 6.375%, 03/29/2021	1.37
7	Poland Government Bond, 2.710%, 01/25/2021	1.34
8	Federal National Mortagege Association, Pool #1200, 3.000%, 10/01/2032	1.23
9	Ireland Government Bond, 5.400%, 03/13/2025	1.22
10	Mexican Bonos, 6.000%, 06/18/2015	1.20

GuidePath^SMStrategic Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on April 29, 2011 (commencement of the Fund’s Service Shares operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

S&P 500^®INDEX – An index of 500 stocks chosen for market size, liquidity and industry grouping, among other factors. It is designed to be a leading indicator of U.S. equities and is meant to reflect the risk/return characteristics of the large cap universe.

MSCI ALL COUNTRY WORLD INDEX – A free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. It consists of 44 country indices comprising 23 developed and 21 emerging market country indexes. The developed market country indexes included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The emerging market country indexes included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Since Inception⁽¹⁾
GuidePath^SMStrategic Asset Allocation Fund
Service Shares	14.20	%	6.27	%
Institutional Shares	15.00	%	14.84	%
S&P 500^®Index	21.86	%	13.93	%⁽²⁾
MSCI All Country World Index	17.17	%	7.88	%⁽³⁾

⁽¹⁾	Inception date is 4/29/11 for Service Shares and 9/13/12 for Institutional Shares.

⁽²⁾	The return shown for the S&P 500^®Index is annualized from the inception date of the Service Shares. The S&P 500^®Index cumulative return from the inception date of the Institutional Shares is 20.02%.

⁽³⁾	The return shown for the MSCI All Country World Index is annualized from the inception date of the Service Shares. The MSCI All Country World Index cumulative return from the inception date of the Institutional Shares is 17.14%.

GuidePath^SMStrategic Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned 14.20%, underperforming the S&P 500^®Index at 21.86%. The Fund trailed the MSCI All Country World Index at 17.17%.

•	Exposure to emerging market equities was a large driver of underperformance to the S&P 500 Index with negative returns on concerns of international economic growth challenges — particularly in China, Federal Reserve stimulus pullback, and geopolitical tensions over Crimea.

•	A general increase in exposure to international developed equity markets from U.S. equities over the year also harmed returns. The U.S. equity market rallied strongly over the period outpacing the international developed markets.

•	Exposure to global real return assets, specifically U.S. TIPS and commodities, detracted from performance given the benign inflationary environment and slowing growth prospects in China.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	GuideMark^SMWorld ex-US Fund – Institutional Shares	18.78
2	Vanguard FTSE All-World ex-US Index Fund	18.75
3	SPDR S&P 500 ETF Trust	14.09
4	GuideMark^SMSmall/Mid Cap Core Fund – Institutional Shares	7.57
5	GuideMark^SMLarge Cap Value Fund – Institutional Shares	7.49
6	GuideMark^SMLarge Cap Growth Fund – Institutional Shares	6.49
7	GuideMark^SMOpportunistic Equity Fund – Institutional Shares	5.03
8	GuideMark^SMGlobal Real Return Fund – Institutional Shares	4.52
9	SPDR S&P 600 Small Cap Growth ETF	2.66
10	iShares MSCI Canada Index ETF	2.35

GuidePath^SMTactical Constrained^SMAsset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

S&P 500^®INDEX – Focuses on the large-cap segment of the US equities market. It includes 500 leading companies in leading industries of the US economy, capturing approximately 75% coverage of US equities.

TACTICAL CONSTRAINED BLENDED INDEX – A weighted combination of 75% of the total return from the MSCI All Country World Index with 25% of the total return from the Barclays US Aggregate Bond Index. Returns are weighted on a 75/25 basis for each historical month and then the longer-term Blended Index returns are geometrically combined from these historical monthly returns to create aggregate returns (1-year, 3-years, 5-years, etc.) for the Blended Index.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Since Inception⁽¹⁾
GuidePath^SMTactical Constrained^SMAsset Allocation Fund
Service Shares	10.40	%	5.77	%
Institutional Shares	11.13	%	11.38	%
S&P 500^®Index	21.86	%	13.93	%⁽²⁾
Tactical Constrained Blended Index	12.71	%	6.98	%⁽³⁾

⁽¹⁾	Inception date is 4/29/11 for Service Shares and 9/13/12 for Institutional Shares.

⁽²⁾	The return shown for the S&P 500^®Index is annualized from the inception date of the Service Shares. The S&P 500^®Index cumulative return from the inception date of the Institutional Shares is 20.02%.

⁽³⁾	The return shown for the Tactical Constrained Blended Index is annualized from the inception date of the Service Shares. The Tactical Constrained Blended Index cumulative return from the inception date of the Institutional Shares is 12.80%.

GuidePath^SMTactical Constrained^SMAsset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned 10.40% underperforming the S&P 500^®Index at 21.86%. The Fund trailed the blended benchmark of 75% MSCI All Country World Index and 25% Barclays US Aggregate Bond Index at 12.71%.

•	Exposure to core fixed income and emerging market equities were the largest drivers of underperformance relative to the S&P 500 Index. An overweight to agency MBS combined with security selection within core fixed income harmed returns. Emerging market equities tempered returns on concerns of international economic growth challenges and geopolitical tension over Crimea.

•	A general increase in equity exposure from fixed income over the period aided returns. The bias towards developed markets and especially U.S. equities lifted returns given the better relative performance of developed markets.

•	Exposure to opportunistic fixed income harmed returns as currency positioning more than offset gains generated by high yield and corporate credit exposure. Positions in emerging market fixed income hindered performance due to uncertain Chinese growth expectations and Federal Reserve stimulus pullback.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	GuideMark^SMWorld ex-US Fund – Institutional Shares	20.14
2	SPDR S&P 500 ETF Trust	13.31
3	GuideMark^SMOpportunistic Equity Fund – Institutional Shares	10.55
4	GuideMark^SMCore Fixed Income Fund – Institutional Shares	8.28
5	GuideMark^SMSmall/Mid Cap Core Fund – Institutional Shares	7.63
6	GuideMark^SMLarge Cap Value Fund – Institutional Shares	6.74
7	GuideMark^SMLarge Cap Growth Fund – Institutional Shares	6.56
8	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	5.64
9	iShares Core MSCI Emerging Markets ETF	4.61
10	Vanguard REIT ETF	1.75

GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

TACTICAL UNCONSTRAINED BLENDED INDEX – A weighted combination of 90% of the total return from the MSCI All Country World Index with 10% of the total return from the Barclays Multiverse Index. Returns are weighted on a 90/10 basis for each historical month and then the longer-term Blended Index returns are geometrically combined from these historical monthly returns to create aggregate returns (1-year, 3-years, 5-years, etc.) for the Blended Index.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Since Inception⁽¹⁾
GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund
Service Shares	7.27	%	4.05	%
Institutional Shares	8.01	%	9.89	%
S&P 500^®Index	21.86	%	13.93	%⁽²⁾
Tactical Unconstrained Blended Index	15.62	%	7.37	%⁽³⁾

⁽¹⁾	Inception date is 4/29/11 for Service Shares and 9/13/12 for Institutional Shares.

⁽²⁾	The return shown for the S&P 500^®Index is annualized from the inception date of the Service Shares. The S&P 500^®Index cumulative return from the inception date of the Institutional Shares is 20.02%.

⁽³⁾	The return shown for the Tactical Unconstrained Blended Index is annualized from the inception date of the Service Shares. The Tactical Unconstrained Blended Index cumulative return from the inception date of the Institutional Shares is 15.36%.

GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned 7.27% underperforming the S&P 500^®Index at 21.86%. The Fund lagged the blended benchmark of 90% MSCI All Country World Index and 10% Barclays Multiverse Index at 15.62%.

•	Defensive positioning and higher cash allocations within the Fund detracted from returns as market reversals impacted trend following strategies.

•	Exposure to opportunistic fixed income harmed returns as currency positioning more than offset gains generated by high yield and corporate credit exposure. However, exposure to high yield, floating rate notes and core fixed income benefited performance.

•	Security selection within the Financials sector of the large cap value and opportunistic equity strategies contributed positively to returns. The Fund also benefited from small- and mid-cap equity exposure, which modestly outperformed large caps, as investors leaned toward riskier assets on improving US economic data.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Virtus Premium AlphaSector Fund – Institutional Shares	11.95
2	GuideMark^SMWorld ex-US Fund – Institutional Shares	7.82
3	GuideMark^SMOpportunistic Equity Fund – Institutional Shares	6.41
4	GuideMark^SMLarge Cap Value Fund – Institutional Shares	5.67
5	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	5.25
6	iShares MSCI ACWI ex U.S. ETF	4.09
7	GuideMark^SMLarge Cap Growth Fund – Institutional Shares	3.40
8	Virtus Allocator Premium AlphaSector Fund – Institutional Shares	3.25
9	Eaton Vance Global Macro Absolute Return Advantage Fund – Institutional Shares	2.58
10	Stadion Managed Portfolio Trust – Institutional Shares	2.49

GuidePath^SMAbsolute Return Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

CITIGROUP 3-MONTH TREASURY BILL INDEX – Tracks the performance of US Treasury Bills with a remaining maturity of three months.

AVERAGE ANNUAL TOTAL RETURN (for periods ended March 31)

	One Year		Since Inception⁽¹⁾
GuidePath^SMAbsolute Return Asset Allocation Fund
Service Shares	0.43	%	1.41	%
Institutional Shares	1.08	%	1.69	%
Citigroup 3-Month Treasury Bill Index	0.05	%	0.06	%⁽²⁾

⁽¹⁾	Inception date is 4/29/11 for Service Shares and 9/13/12 for Institutional Shares.

⁽²⁾	The return shown for the Citigroup 3-Month Treasury Bill Index is annualized from the inception date of the Service Shares. The Citigroup 3-Month Treasury Bill Index cumulative return from the inception date of the Institutional Shares is 0.06%.

GuidePath^SMAbsolute Return Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned 0.43% outperforming the Citigroup 3-month Treasury Bill Index at 0.05%.

•	An increase to the small exposure to domestic and international equities benefited the Fund as those markets experienced strong gains.

•	Within fixed income, an increase in exposure to U.S. dollar-denominated emerging market bonds proved beneficial over the period. Favoring the more credit sensitive sectors, including high yield and long-term corporates, was additive to returns.

•	An overweight to agency MBS combined with currency positioning within opportunistic fixed income negatively impacted returns.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Pioneer Strategic Income Fund – Class Y	14.20
2	DoubleLine Total Return Bond Fund – Institutional Shares	6.18
3	iShares JPMorgan USD Emerging Markets Bond ETF	5.62
4	SPDR Barclays High Yield Bond ETF	5.52
5	Vanguard Mortgage-Backed Securities ETF	5.44
6	Vanguard Long-Term Corporate Bond Fund	4.74
7	iShares Floating Rate Bond ETF	4.73
8	JPMorgan Multi-Sector Income Fund – Select Shares	3.75
9	GuideMark^SMCore Fixed Income Fund – Institutional Shares	3.11
10	iShares 1-3 Year Treasury Bond ETF	3.06

GuidePath^SMMulti-Asset Income Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on August 31, 2012 (commencement of the Fund’s operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

MSCI WORLD HIGH DIVIDEND YIELD INDEX – An index that is based on the MSCI World Index, its parent index, and includes large and mid cap stocks across 23 developed market countries. The Index is designed to reflect the performance of equities (excluding REITs) with higher than average dividend yields that are both sustainable and persistent.

MULTI-ASSET INCOME BLENDED INDEX – A weighted combination of 60% of the total return from the MSCI World High Dividend Yield Index with 40% of the total return from the Barclays US Aggregate Bond Index. Returns are weighted on a 60/40 basis for each historical month and then the longer-term Blended Index returns are geometrically combined from these historical monthly returns to create aggregate returns (1-year, 3-years, 5-years, etc.) for the Blended Index.

CUMULATIVE TOTAL RETURN (for periods ended March 31)

	One Year		Since Inception⁽¹⁾
GuidePath^SMMulti-Asset Income Asset Allocation Fund	5.63	%	8.40	%
MSCI World High Dividend Yield Index	16.17	%	19.28	%
Multi-Asset Income Blended Index	9.53	%	11.34	%

⁽¹⁾	Inception date is 8/31/12.

GuidePath^SMMulti-Asset Income Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned 5.63% underperforming the MSCI World High Dividend Yield Index at 16.17%. The Fund trailed the blended benchmark of 60% MSCI World High Dividend Yield Index and 40% Barclays US Aggregate Bond Index at 9.53%.

•	Exposure and positioning within fixed income was the largest driver of underperformance. Allocations to local currency emerging markets debt, long-dated Treasuries and U.S. TIPS detracted from returns on concerns of international economic growth challenges — particularly in China, and Federal Reserve stimulus pullback.

•	Positions in internationally diversified dividend securities benefited returns, lifted higher by improved economic conditions for the European region. A small exposure to global infrastructure equity boosted performance.

•	An increased exposure to REITs and preferred securities, especially in the first quarter of 2014, proved beneficial. These securities rebounded strongly with the slight drop in long-term interest rates.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	BlackRock Multi-Asset Income Fund – Institutional Shares	24.24
2	WisdomTree Equity Income Fund	7.23
3	Forward Select Income Fund – Institutional Shares	6.02
4	iShares iBoxx $ High Yield Corporate Bond ETF	5.00
5	JPMorgan Global Equity Income Fund – Select Shares	4.33
6	PowerShares International Dividend Achievers Portfolio	4.29
7	iShares JPMorgan USD Emerging Markets Bond ETF	4.04
8	JPMorgan High Yield Fund – Select Shares	3.90
9	JPMorgan Income Builder Fund – Select Shares	3.73
10	iShares U.S. Real Estate ETF	3.63

GuidePath^SMFixed Income Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on August 31, 2012 (commencement of the Fund’s Service Shares operations). Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

CUMULATIVE TOTAL RETURN (for periods ended March 31)

	One Year		Since Inception⁽¹⁾
GuidePath^SMFixed Income Allocation Fund
Service Shares	-1.47	%	-0.56	%
Institutional Shares	-0.83	%	0.03	%
Barclays US Aggregate Bond Index	-0.10	%	0.08	%⁽²⁾

⁽¹⁾	Inception date is 8/31/12 for Service Shares and 9/13/12 for Institutional Shares.

⁽²⁾	The return shown for the Barclays US Aggregate Bond Index is from the inception date of the Service Shares. The Barclays US Aggregate Bond Index return from the inception date of the Institutional Shares is 0.34%.

GuidePath^SMFixed Income Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned -1.47% underperforming the Barclays US Aggregate Bond Index at -0.10%.

•	Exposure to U.S. TIPS and long-dated U.S. Treasuries were the largest detractors of performance. U.S. TIPS were one of the worst performing asset classes over the period due to a benign inflationary environment. Long-dated Treasuries gained ground in the first quarter of 2014, but failed to overcome losses from earlier in the 12-month period.

•	An overweight to agency MBS combined with security selection within core fixed income negatively impacted returns. Local currency emerging market bonds dampened performance as they were harmed by currency effects, uncertain Chinese growth expectations and Federal Reserve stimulus pullback.

•	Exposure to high yield bonds and short-term Treasuries benefited performance due to their greater resilience to Federal Reserve actions throughout the period. A growing exposure to international bonds also contributed positively over the period, helped by the strengthening of currencies, especially the Euro, against the U.S. dollar.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Vanguard Total Bond Market Index Fund	22.80
2	GuideMark^SMCore Fixed Income Fund – Institutional Shares	22.78
3	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	12.61
4	iShares 7-10 Year Treasury Bond ETF	6.36
5	Vanguard Mortgage-Backed Securities ETF	5.08
6	iShares 1-3 Year Treasury Bond ETF	4.38
7	SPDR Barclays TIPS ETF	3.53
8	SPDR Barclays High Yield Bond ETF	3.47
9	PowerShares Senior Loan Portfolio	3.19
10	iShares Credit Bond ETF	2.93

GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

HFRI FUND OF FUNDS COMPOSITE INDEX – The HFRI Fund of Funds Composite Index is an equally weighted hedge fund index including over 650 domestic and off-shore funds of funds.

CITIGROUP 3-MONTH TREASURY BILL INDEX – Tracks the performance of US Treasury Bills with a remaining maturity of three months.

CUMULATIVE TOTAL RETURN (for periods ended March 31)

	One Year		Since Inception⁽¹⁾
GuidePath^SMAltegris^®Diversifed Alternatives Allocation Fund
Service Shares	1.50	%	1.12	%
Institutional Shares	1.76	%	1.01	%
HFRI Fund of Funds Composite Index	5.71	%	7.20	%⁽²⁾
Citigroup 3-Month Treasury Bill Index	0.05	%	0.06	%⁽³⁾

⁽¹⁾	Inception date is 8/31/12 for Service Shares and 9/13/12 for Institutional Shares.

⁽²⁾	Reflects index performance since the date closest to the Class’ inception for which data is available. The HFRI Fund of Funds Composite Index is calculated from August 31, 2012, the inception date of the Service Shares.

⁽²⁾	The return shown for the Citigroup 3-Month Treasury Bill Index is annualized from the inception date of the Service Shares. The Citigroup 3-Month Treasury Bill Index cumulative return from the inception date of the Institutional Shares is 0.06%.

GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 12 months ended March 2014, the Fund returned 1.50% underperforming the HFRI Fund of Funds Composite Index at 5.71%.

•	Currency positioning was the main factor that adversely impacted returns from the Fund’s systematic global macro managers and to some degree from the Fund’s specialized trend following managers.

•	Given the low net exposure of the equity allocations, equities were successful, but not as successful as higher beta positioning found in the benchmark. Fundamental equity long/short exposure contributed positively to performance, particularly within the consumer cyclical and non-cyclical sectors.

•	The steepening yield curve in the U.S. caused losses for both fundamental and trend-based long positions in fixed income. An increase in exposure to long/short fixed income proved beneficial and eroded some of the losses from trend following managers.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio, less securities lending collateral.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Altegris^®Equity Long Short Fund – Institutional Shares	42.06	%
2	Altegris^®Fixed Income Long Short Fund – Institutional Shares	29.74	%
3	Altegris^®Macro Strategy Fund – Institutional Shares	14.15	%
4	Altegris^®Futures Evolution Strategy Fund – Institutional Shares	7.47	%
5	Altegris^®Managed Futures Strategy Fund – Institutional Shares	4.86	%

GuideMark^SMFunds & GuidePath^SMFunds

EXPENSE EXAMPLE (Unaudited)

March 31, 2014

As a shareholder of the GuideMark^SM& GuidePath^SMFunds (the “Funds”), you incur ongoing costs, including management fees, distribution and/or service fees, and other Fund expenses. The Expense Example shown in this section is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Expense Examples are based on an investment of $1,000 invested at the beginning of a six-month period and held for the entire period, which for all Funds is from October 1, 2013 to March 31, 2014.

Actual Expenses

The first line of the Expense Example table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

The example includes, but is not limited to, management fees, shareholder servicing fees, distribution fees, fund accounting fees, custody fees and transfer agent fees. However, the example below does not include portfolio trading commissions and related expenses, interest expense or dividends on short positions taken by a Fund and other extraordinary expenses as determined under U.S. generally accepted accounting principles. To the extent that a Fund invests in shares of other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which a Fund invests in addition to the expenses of the Fund. Actual expenses of the underlying funds are expected to vary among the various underlying funds. These expenses are not included in the example below.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expenses ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

GuideMark^SM& GuidePath^SMFunds

EXPENSE EXAMPLE (Continued) (Unaudited)

March 31, 2014

Fund		Beginning Account Value October 1, 2013			Ending Account Value March 31, 2014			Annualized Expense Ratio¹ based on the period October 1, 2013– March 31, 2014			Expenses Paid During Period² October 1, 2013– March 31, 2014
INSTITUTIONAL SHARES
GuideMark^SMLarge Cap	Actual		$	1,000.00		$	1,110.10		0.87	%		$	4.58
Growth Fund	Hypothetical³		$	1,000.00		$	1,020.59		0.87	%		$	4.38
GuideMark^SMLarge Cap	Actual		$	1,000.00		$	1,114.80		0.87	%		$	4.59
Value Fund	Hypothetical³		$	1,000.00		$	1,020.59		0.87	%		$	4.38
GuideMark^SMSmall/Mid Cap	Actual		$	1,000.00		$	1,095.90		1.05	%		$	5.49
Core Fund	Hypothetical³		$	1,000.00		$	1,019.70		1.05	%		$	5.29
GuideMark^SMWorld	Actual		$	1,000.00		$	1,054.20		1.01	%		$	5.17
ex-US Fund	Hypothetical³		$	1,000.00		$	1,019.90		1.01	%		$	5.09
GuideMark^SMOpportunistic	Actual		$	1,000.00		$	1,125.20		1.00	%		$	5.30
Equity Fund	Hypothetical³		$	1,000.00		$	1,019.95		1.00	%		$	5.04
GuideMark^SMGlobal	Actual		$	1,000.00		$	1,034.20		0.82	%		$	4.16
Real Return Fund	Hypothetical³		$	1,000.00		$	1,020.84		0.82	%		$	4.13
GuideMark^SMCore	Actual		$	1,000.00		$	1,016.80		0.65	%		$	3.27
Fixed Income Fund	Hypothetical³		$	1,000.00		$	1,021.69		0.65	%		$	3.28
GuideMark^SMOpportunistic	Actual		$	1,000.00		$	1,028.40		1.02	%		$	5.16
Fixed Income Fund	Hypothetical³		$	1,000.00		$	1,019.85		1.02	%		$	5.14
GuidePath^SMStrategic	Actual		$	1,000.00		$	1,075.50		0.40	%		$	2.07
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,022.94		0.40	%		$	2.02
GuidePath^SMTactical Constrained^SM	Actual		$	1,000.00		$	1,067.30		0.43	%		$	2.22
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,022.79		0.43	%		$	2.17
GuidePath^SMTactical Unconstrained^SM	Actual		$	1,000.00		$	1,045.50		0.47	%		$	2.40
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,022.59		0.47	%		$	2.37
GuidePath^SMAbsolute Return	Actual		$	1,000.00		$	1,026.90		0.51	%		$	2.58
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,022.39		0.51	%		$	2.57
GuidePath^SMFixed Income	Actual		$	1,000.00		$	1,017.90		0.40	%		$	2.01
Allocation Fund	Hypothetical³		$	1,000.00		$	1,022.94		0.40	%		$	2.02
GuidePath^SMAltegris^®Diversified	Actual		$	1,000.00		$	1,023.70		0.16	%		$	0.81
Alternatives Allocation Fund	Hypothetical³		$	1,000.00		$	1,024.13		0.16	%		$	0.81

¹	The expense ratio excludes the securities lending credit.
²	Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period.
³	5% return before expenses.

GuideMark^SM& GuidePath^SMFunds

EXPENSE EXAMPLE (Continued) (Unaudited)

March 31, 2014

Fund		Beginning Account Value October 1, 2013			Ending Account Value March 31, 2014			Annualized Expense Ratio¹ based on the period October 1, 2013– March 31, 2014			Expenses Paid During Period² October 1, 2013– March 31, 2014
SERVICE SHARES
GuideMark^SMLarge Cap	Actual		$	1,000.00		$	1,107.00		1.49	%		$	7.83
Growth Fund	Hypothetical³		$	1,000.00		$	1,017.50		1.49	%		$	7.49
GuideMark^SMLarge Cap	Actual		$	1,000.00		$	1,110.50		1.45	%		$	7.63
Value Fund	Hypothetical³		$	1,000.00		$	1,017.70		1.45	%		$	7.29
GuideMark^SMSmall/Mid Cap	Actual		$	1,000.00		$	1,093.50		1.63	%		$	8.51
Core Fund	Hypothetical³		$	1,000.00		$	1,016.80		1.63	%		$	8.20
GuideMark^SMWorld	Actual		$	1,000.00		$	1,121.60		1.59	%		$	8.13
ex-US Fund	Hypothetical³		$	1,000.00		$	1,017.00		1.59	%		$	8.00
GuideMark^SMOpportunistic	Actual		$	1,000.00		$	1,121.60		1.58	%		$	8.36
Equity Fund	Hypothetical³		$	1,000.00		$	1,017.05		1.58	%		$	7.95
GuideMark^SMGlobal	Actual		$	1,000.00		$	1,030.80		1.38	%		$	6.99
Real Return Fund	Hypothetical³		$	1,000.00		$	1,018.05		1.38	%		$	6.94
GuideMark^SMCore	Actual		$	1,000.00		$	1,012.70		1.29	%		$	6.47
Fixed Income Fund	Hypothetical³		$	1,000.00		$	1,018.50		1.29	%		$	6.49
GuideMark^SMTax-Exempt	Actual		$	1,000.00		$	1,032.70		1.29	%		$	6.54
Fixed Income Fund	Hypothetical³		$	1,000.00		$	1,018.50		1.29	%		$	6.49
GuideMark^SMOpportunistic	Actual		$	1,000.00		$	1,025.20		1.55	%		$	7.83
Fixed Income Fund	Hypothetical³		$	1,000.00		$	1,017.20		1.55	%		$	7.80
GuidePath^SMStrategic	Actual		$	1,000.00		$	1,071.00		1.00	%		$	5.16
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,019.95		1.00	%		$	5.04
GuidePath^SMTactical Constrained^SM	Actual		$	1,000.00		$	1,063.30		1.00	%		$	5.14
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,019.95		1.00	%		$	5.04
GuidePath^SMTactical Unconstrained^SM	Actual		$	1,000.00		$	1,041.30		1.10	%		$	5.60
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,019.45		1.10	%		$	5.54
GuidePath^SMAbsolute Return	Actual		$	1,000.00		$	1,024.40		1.10	%		$	5.55
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,019.45		1.10	%		$	5.54

GuideMark^SM& GuidePath^SMFunds

EXPENSE EXAMPLE (Continued) (Unaudited)

March 31, 2014

Fund		Beginning Account Value October 1, 2013			Ending Account Value March 31, 2014			Annualized Expense Ratio¹ based on the period October 1, 2013– March 31, 2014			Expenses Paid During Period² October 1, 2013– March 31, 2014
GuidePath^SMMulti-Asset Income	Actual		$	1,000.00		$	1,057.10		1.10	%		$	5.64
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,019.45		1.10	%		$	5.54
GuidePath^SMFixed Income	Actual		$	1,000.00		$	1,013.80		1.00	%		$	5.02
Allocation Fund	Hypothetical³		$	1,000.00		$	1,019.95		1.00	%		$	5.04
GuidePath^SMAltegris^®Diversified	Actual		$	1,000.00		$	1,023.20		0.50	%		$	2.52
Alternatives Allocation Fund	Hypothetical³		$	1,000.00		$	1,022.44		0.50	%		$	2.52

¹	The expense ratio excludes the securities lending credit.
²	Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/365 to reflect the one-half year period.
³	5% return before expenses.

GuideMark^SMLarge Cap Growth Fund

SCHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		COMMON STOCKS - 98.48%
		Aerospace & Defense - 4.71%
	23,002	Boeing Co.	$	2,886,521
	24,308	Honeywell International, Inc.		2,254,810
	30,065	United Technologies Corp.		3,512,795
				8,654,126
		Air Freight & Logistics - 0.97%
	18,356	United Parcel Service, Inc. - Class B		1,787,507
		Beverages - 0.61%
	10,647	Anheuser-Busch InBev NV - ADR (a)		1,121,129
		Biotechnology - 6.76%
	33,963	Amgen, Inc.		4,188,996
	8,304	Biogen Idec, Inc. (b)		2,539,945
	19,530	Celgene Corp. (b)		2,726,388
	41,820	Gilead Sciences, Inc. (a)(b)		2,963,365
				12,418,694
		Capital Markets - 0.64%
	15,879	Waddell & Reed Financial, Inc. - Class A		1,169,012
		Commercial Banks - 1.13%
	120,973	Bank of America Corp.		2,080,736
		Communications Equipment - 3.92%
	54,476	Cisco Systems, Inc.		1,220,807
	14,303	F5 Networks, Inc. (b)		1,525,129
	56,534	QUALCOMM, Inc.		4,458,271
				7,204,207
		Computers & Peripherals - 5.08%
	7,031	Apple, Inc.		3,773,819
	39,003	NetApp, Inc.		1,439,211
	27,896	SanDisk Corp.		2,264,876
	20,229	Western Digital Corp.		1,857,427
				9,335,333
		Consumer Finance - 1.58%
	32,133	American Express Co.		2,892,934
		Diversified Financial Services - 1.34%
	7,671	IntercontinentalExchange Group, Inc.		1,517,554
	15,549	JPMorgan Chase & Co.		943,980
				2,461,534

Number of Shares			Value
		Electrical Equipment - 1.09%
	16,128	Rockwell Automation, Inc.	$	2,008,742
		Electronic Equipment, Instruments & Components - 0.12%
	7,130	Knowles Corp. (b)		225,094
		Energy Equipment & Services - 1.24%
	19,905	National-Oilwell Varco, Inc.		1,550,002
	10,209	Oceaneering International, Inc.		733,619
				2,283,621
		Food & Staples Retailing - 2.05%
	14,986	Costco Wholesale Corp.		1,673,637
	28,040	CVS Caremark Corp.		2,099,074
				3,772,711
		Food Products - 0.67%
	11,647	Keurig Green Mountain, Inc. (a)		1,229,807
		Health Care Equipment & Supplies - 4.48%
	16,549	Becton, Dickinson & Co.		1,937,557
	13,741	C.R. Bard, Inc.		2,033,393
	37,596	Medtronic, Inc.		2,313,658
	20,557	Zimmer Holdings, Inc.		1,944,281
				8,228,889
		Health Care Providers & Services - 3.57%
	23,505	Aetna, Inc.		1,762,170
	29,651	Express Scripts Holding Co. (b)		2,226,493
	15,303	HCA Holdings, Inc. (b)		803,407
	9,973	McKesson Corp.		1,760,933
				6,553,003
		Hotels, Restaurants & Leisure - 3.09%
	1,551	Chipotle Mexican Grill, Inc. (b)		881,046
	21,705	Starwood Hotels & Resorts Worldwide, Inc.		1,727,718
	23,805	Wyndham Worldwide Corp.		1,743,240
	5,963	Wynn Resorts Ltd.		1,324,680
				5,676,684
		Household Durables - 0.92%
	88,088	Pulte Homes, Inc.		1,690,409
		Industrial Conglomerates - 1.36%
	9,355	3M Co.		1,269,099
	28,774	Tyco International Ltd. - ADR		1,220,018
				2,489,117

See notes to financial statements.

GuideMark^SMLarge Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Internet & Catalog Retail - 2.65%
	2,002	Amazon.com, Inc. (b)	$	673,713
	19,192	Expedia, Inc.		1,391,420
	19,692	HomeAway, Inc. (b)		741,798
	1,737	Priceline.com, Inc. (b)		2,070,313
				4,877,244
		Internet Software & Services - 7.72%
	57,605	Facebook, Inc. - Class A (b)		3,470,125
	6,984	Google, Inc. - Class A (b)		7,783,738
	30,384	IAC/InterActiveCorp		2,169,114
	21,283	Yahoo, Inc. (b)		764,059	��
				14,187,036
		IT Services - 3.92%
	6,673	Alliance Data Systems Corp. (b)		1,818,059
	27,154	Paychex, Inc.		1,156,760
	24,481	Vantiv, Inc. - Class A (b)		739,816
	16,117	Visa, Inc. - Class A		3,479,016
				7,193,651
		Machinery - 3.68%
	35,586	Danaher Corp.		2,668,950
	13,978	Dover Corp.		1,142,701
	15,687	Illinois Tool Works, Inc.		1,275,824
	14,036	Parker Hannifin Corp.		1,680,250
				6,767,725
		Media - 5.30%
	62,296	Comcast Corp. - Class A		3,116,046
	18,370	DIRECTV (b)		1,403,835
	13,878	Discovery Communications, Inc. (b)		1,147,711
	19,002	Omnicom Group, Inc.		1,379,545
	14,887	Scripps Networks Interactive, Inc. - Class A		1,130,072
	48,528	Twenty-First Century Fox, Inc. - Class A		1,551,440
				9,728,649
		Oil & Gas - 1.98%
	15,747	Apache Corp.		1,306,214
	20,773	Cabot Oil & Gas Corp.		703,789
	9,141	Devon Energy Corp.		611,807
	19,047	Valero Energy Corp.		1,011,396
				3,633,206

Number of Shares			Value
		Pharmaceuticals - 4.56%
	4,023	Allergan, Inc.	$	499,254
	23,520	Bristol-Myers Squibb Co.		1,221,864
	38,957	Eli Lilly & Co.		2,293,009
	19,244	Johnson & Johnson		1,890,338
	34,140	Merck & Co., Inc.		1,938,128
	5,118	Salix Pharmaceuticals Ltd. (a)(b)		530,276
				8,372,869
		Semiconductor & Semiconductor Equipment - 5.42%
	69,318	Altera Corp.		2,512,084
	19,423	Linear Technology Corp. (a)		945,706
	43,455	Maxim Integrated Products, Inc.		1,439,230
	32,051	Microchip Technology, Inc. (a)		1,530,756
	41,198	Skyworks Solutions, Inc. (b)		1,545,749
	36,671	Xilinx, Inc.		1,990,135
				9,963,660
		Software - 13.19%
	40,157	Check Point Software Technologies Ltd. - ADR (b)		2,715,818
	21,817	Informatica Corp. (b)		824,246
	23,173	Intuit, Inc.		1,801,237
	233,850	Microsoft Corp.		9,585,511
	7,681	NetSuite, Inc. (b)		728,389
	152,727	Oracle Corp.		6,248,062
	15,057	Red Hat, Inc. (b)		797,720
	26,899	Salesforce.com, Inc. (a)(b)		1,535,664
				24,236,647
		Specialty Retail - 4.73%
	36,730	Home Depot, Inc.		2,906,445
	49,863	Lowe’s Companies, Inc.		2,438,301
	11,263	O’Reilly Automotive, Inc. (b)		1,671,317
	4,147	Sherwin-Williams Co.		817,498
	14,233	The TJX Companies, Inc.		863,231
				8,696,792
		Total Common Stocks (Cost $126,543,780)		180,940,768

See notes to financial statements.

GuideMark^SMLarge Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		SHORT TERM INVESTMENTS - 1.19%
		Money Market Funds - 1.19%
	2,179,887	Federated Prime Obligations Fund	$	2,179,887
		Total Short Term Investments (Cost $2,179,887)		2,179,887
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 4.46%
		Money Market Funds - 4.43%
	8,147,999	First American Government Obligations Fund		8,147,999
	20,508	Reserve Primary Fund (c)		792
		Total Money Market Funds (Cost $8,165,691)		8,148,791

Principal Amount			Value
		Cash - 0.03%
$	56,736	Cash	$	56,736
		Total Cash (Cost $56,736)		56,736
		Total Investments Purchased as Securities Lending Collateral (Cost $8,222,427)		8,205,527
		Total Investments (Cost $136,946,094) - 104.13%		191,326,182
		Liabilities in Excess of Other Assets - (4.13)%		(7,595,635	)
		TOTAL NET
		ASSETS - 100.00%	$	183,730,547

Percentages are stated as a percent of net assets.

ADR - American Depositary Receipt

(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	As of March 31, 2014, the Fund has fair valued this security and deemed it illiquid. The value of this security was $792, which represents 0.00% of total net assets.

See notes to financial statements.

GuideMark^SMLarge Cap Value Fund

SCHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		COMMON STOCKS - 99.22%
		Aerospace & Defense - 3.77%
	20,500	General Dynamics Corp.	$	2,232,860
	22,700	Honeywell International, Inc.		2,105,652
	32,300	Raytheon Co.		3,190,917
				7,529,429
		Auto Components - 1.64%
	48,400	Delphi Automotive Plc		3,284,424
		Automobiles - 0.98%
	4,000	Daimler AG - ADR		379,800
	46,000	General Motors Co.		1,583,320
				1,963,120
		Capital Markets - 3.22%
	24,300	Ameriprise Financial, Inc.		2,674,701
	63,700	E*TRADE Financial Corp. (a)		1,466,374
	33,000	State Street Corp.		2,295,150
				6,436,225
		Chemicals - 2.21%
	30,500	E.I. du Pont de Nemours & Co.		2,046,550
	31,800	Rockwood Holdings, Inc.		2,365,920
				4,412,470
		Commercial Banks - 8.91%
	272,900	Bank of America Corp.		4,693,880
	141,800	Fifth Third Bancorp		3,254,310
	227,800	First Niagara Financial Group, Inc.		2,152,710
	38,000	PNC Financial Services Group, Inc.		3,306,000
	88,300	Wells Fargo & Co.		4,392,042
				17,798,942
		Construction & Engineering - 1.46%
	109,100	KBR, Inc.		2,910,788
		Construction Materials - 1.60%
	113,600	CRH Plc - ADR		3,202,384
		Consumer Finance - 6.98%
	28,500	American Express Co.		2,565,855
	62,600	Capital One Financial Corp.		4,830,216
	46,000	Discover Financial Services		2,676,740
	158,600	SLM Corp.		3,882,528
				13,955,339
		Diversified Financial Services - 5.89%
	47,100	CIT Group, Inc.		2,308,842
	102,980	Citigroup, Inc.		4,901,848
	75,000	JPMorgan Chase & Co.		4,553,250
				11,763,940

Number of Shares			Value
		Diversified Telecommunication Services - 1.75%
	73,670	Verizon Communications, Inc.	$	3,504,482
		Electrical Equipment - 2.58%
	41,600	Eaton Corp. Plc		3,124,992
	30,500	Emerson Electric Co.		2,037,400
				5,162,392
		Energy Equipment & Services - 2.81%
	35,800	National-Oilwell Varco, Inc.		2,787,746
	80,300	SeaDrill Ltd. (b)		2,823,348
				5,611,094
		Food & Staples Retailing - 0.65%
	17,400	CVS Caremark Corp.		1,302,564
		Health Care Equipment & Supplies - 1.87%
	60,600	Medtronic, Inc.		3,729,324
		Health Care Providers & Services - 6.30%
	43,700	Cardinal Health, Inc.		3,058,126
	22,600	CIGNA Corp.		1,892,298
	49,800	Omnicare, Inc.		2,971,566
	32,400	UnitedHealth Group, Inc.		2,656,476
	20,300	WellPoint, Inc.		2,020,865
				12,599,331
		Hotels, Restaurants & Leisure - 3.35%
	73,500	Carnival Corp. - ADR		2,782,710
	38,800	International Game Technology		545,528
	61,800	Royal Caribbean Cruises Ltd.		3,371,808
				6,700,046
		Household Durables - 2.41%
	1,969	NVR, Inc. (a)		2,258,443
	31,500	Stanley Black & Decker, Inc.		2,559,060
				4,817,503
		Industrial Conglomerates - 1.53%
	72,000	Tyco International Ltd. - ADR		3,052,800
		Insurance - 1.53%
	61,000	American International Group, Inc.		3,050,610
		Machinery - 6.12%
	26,100	Illinois Tool Works, Inc.		2,122,713
	28,250	ITT Corp.		1,207,970
	51,600	Joy Global, Inc. (b)		2,992,800
	38,089	Pentair Ltd.		3,021,981
	29,400	SPX Corp.		2,890,314
				12,235,778

See notes to financial statements.

GuideMark^SMLarge Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Media - 0.99%
	25,800	DIRECTV (a)	$	1,971,636
		Multiline Retail - 1.34%
	44,100	Target Corp.		2,668,491
		Oil & Gas - 5.64%
	59,500	BP Plc - ADR		2,861,950
	38,200	ConocoPhillips		2,687,370
	82,200	Marathon Oil Corp.		2,919,744
	29,400	Occidental Petroleum Corp.		2,801,526
				11,270,590
		Pharmaceuticals - 6.70%
	30,600	Johnson & Johnson		3,005,838
	43,800	Merck & Co., Inc.		2,486,526
	89,300	Pfizer, Inc.		2,868,316
	47,000	Sanofi Aventis - ADR		2,457,160
	48,800	Teva Pharmaceutical Industries Ltd. - ADR		2,578,592
				13,396,432
		Semiconductor & Semiconductor
		Equipment - 4.54%
	185,100	Fairchild Semiconductor International, Inc. (a)(b)		2,552,529
	66,600	Microchip Technology, Inc. (b)		3,180,816
	70,900	Texas Instruments, Inc.		3,342,935
				9,076,280
		Software - 4.09%
	90,800	CA, Inc.		2,812,076
	80,200	Microsoft Corp.		3,287,398
	50,500	Oracle Corp.		2,065,955
				8,165,429
		Textiles, Apparel & Luxury Goods - 2.08%
	17,500	Coach, Inc.		869,050
	43,100	Hanesbrands, Inc.		3,296,288
				4,165,338
		Thrifts & Mortgage Finance - 2.86%
	180,000	New York Community Bancorp, Inc. (b)		2,892,600
	189,500	People’s United Financial, Inc.		2,817,865
				5,710,465

Number of Shares			Value
		Tobacco - 2.53%
	68,400	Altria Group, Inc.	$	2,560,212
	30,600	Philip Morris International, Inc.		2,505,222
				5,065,434
		Wireless Telecommunication Services - 0.89%
	48,218	Vodafone Group Plc - ADR		1,774,905
		Total Common Stocks (Cost $132,997,877)		198,287,985
		SHORT TERM INVESTMENTS - 0.72%
		Money Market Funds - 0.72%
	1,429,921	Federated Prime Obligations Fund		1,429,921
		Total Short Term Investments (Cost $1,429,921)		1,429,921
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 6.07%
		Money Market Funds - 6.03%
	12,041,710	First American Government Obligations Fund		12,041,710
	23,460	Reserve Primary Fund (c)		906
		Total Money Market Funds (Cost $12,061,953)		12,042,616

Principal Amount
		Cash - 0.04%
$	83,850	Cash		83,850
		Total Cash (Cost $83,850)		83,850
		Total Investments Purchased as Securities Lending Collateral (Cost $12,145,803)		12,126,466
		Total Investments (Cost $146,573,601) - 106.01%		211,844,372
		Liabilities in Excess of Other Assets - (6.01)%		(12,000,669	)
		TOTAL NET ASSETS - 100.00%	$	199,843,703

Percentages are stated as a percent of net assets.

ADR - American Depositary Receipt

(a)	Non-income producing security.
(b)	All or portion of this security is on loan.
(c)	As of March 31, 2014, the Fund has fair valued this security and deemed it illiquid. The value of this security was $906, which represents 0.00% of total net assets.

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund
SCHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		COMMON STOCKS - 91.21%
		Aerospace & Defense - 2.62%
	4,085	Curtiss-Wright Corp.	$	259,561
	12,713	DigitalGlobe, Inc. (a)		368,804
	1,895	Esterline Technologies Corp. (a)		201,893
	5,525	HEICO Corp. - Class A		239,840
	5,645	Moog, Inc. - Class A (a)		369,804
	8,420	Orbital Sciences Corp. (a)		234,918
	3,245	Teledyne Technologies, Inc. (a)		315,836
	2,000	The KEYW Holding Corp. (a)(b)		37,420
				2,028,076
		Air Freight & Logistics - 0.10%
	975	Echo Global Logistics, Inc. (a)(b)		17,862
	2,000	XPO Logistics, Inc. (a)(b)		58,820
				76,682
		Airlines - 0.66%
	1,370	Copa Holdings SA - Class A		198,910
	5,250	Spirit Airlines, Inc. (a)		311,850
				510,760
		Auto Components - 0.63%
	7,900	Fox Factory Holding Corp. (a)		149,310
	5,825	Tenneco, Inc. (a)		338,258
				487,568
		Biotechnology - 4.70%
	2,690	Agios Pharmaceuticals, Inc. (a)(b)		105,313
	4,915	Alkermes Plc (a)		216,702
	2,700	Alnylam Pharmaceuticals, Inc. (a)		181,278
	5,960	Anacor Pharmaceuticals, Inc. (a)		119,260
	800	Auspex Pharmaceuticals, Inc. (a)		24,608
	23,515	BioCryst Pharmaceuticals, Inc. (a)		248,789
	6,615	Cepheid (a)(b)		341,202
	2,655	Cubist Pharmaceuticals, Inc. (a)		194,213
	4,235	Epizyme, Inc. (a)(b)		96,431
	24,855	Exelixis, Inc. (a)(b)		87,987
	4,690	Five Prime Therapeutics, Inc. (a)(b)		92,205
	3,500	Foundation Medicine, Inc. (a)(b)		113,295
	2,900	Genocea Biosciences, Inc. (a)		52,751
	12,300	GlycoMimetics, Inc. (a)		200,859
	4,705	Hyperion Therapeutics, Inc. (a)		121,389
	3,985	ImmunoGen, Inc. (a)(b)		59,496
	3,950	Incyte Corp. (a)		211,404
	6,100	Ironwood Pharmaceuticals, Inc. (a)		75,152
	2,665	Karyopharm Therapeutics, Inc. (a)(b)		82,322

Number of Shares			Value
		Biotechnology (Continued)
	30,565	Navidea Biopharmaceuticals, Inc. (a)(b)	$	56,545
	24,025	Novavax, Inc. (a)(b)		108,833
	5,315	NPS Pharmaceuticals, Inc. (a)		159,078
	3,140	PTC Therapeutics, Inc. (a)		82,080
	1,500	Puma Biotechnology, Inc. (a)		156,210
	3,040	Seattle Genetics, Inc. (a)(b)		138,502
	875	Synageva BioPharma Corp. (a)		72,599
	5,400	TESARO, Inc. (a)		159,192
	5,300	Trevena, Inc. (a)		41,658
	400	Ultragenyx Pharmaceutical, Inc. (a)		19,556
	400	Versartis, Inc. (a)		12,020
				3,630,929
		Building Products - 2.84%
	4,565	A. O. Smith Corp.		210,081
	11,230	American Woodmark Corp. (a)		378,002
	13,815	Armstrong World Industries, Inc. (a)(b)		735,649
	8,440	NCI Building Systems, Inc. (a)		147,362
	16,750	Owens Corning		723,097
				2,194,191
		Capital Markets - 1.74%
	1,100	Artisan Partners Asset
		Management, Inc. - Class A		70,675
	7,330	Lazard Ltd. - ADR		345,170
	5,415	LPL Financial Holdings, Inc.		284,504
	905	Virtus Investment Partners, Inc. (a)(b)		156,719
	4,320	Waddell & Reed Financial, Inc. - Class A		318,038
	13,135	WisdomTree Investments, Inc. (a)		172,331
				1,347,437
		Chemicals - 1.35%
	10,245	Cabot Corp.		605,070
	7,955	Celanese Corp.		441,582
				1,046,652
		Commercial Banks - 7.31%
	4,950	BankUnited, Inc.		172,112
	15,700	Cathay General Bancorp		395,483
	60,156	First Busey Corp.		348,905
	17,265	International Bancshares Corp.		433,006
	38,475	Lakeland Bancorp, Inc.		432,844
	15,405	MB Financial, Inc.		476,939
	17,700	Metro Bancorp, Inc. (a)		374,178

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Commercial Banks (Continued)
	11,100	PacWest Bancorp (b)	$	477,411
	28,815	Sterling Bancorp		364,798
	22,291	Talmer Bancorp, Inc. (a)		326,340
	5,800	TriCo Bancshares (b)		150,394
	7,700	Union First Market Bankshares Corp.		195,734
	19,700	United Community Banks, Inc. (a)		382,377
	10,300	Wintrust Financial Corp. (b)		501,198
	19,900	Zions Bancorporation		616,502
				5,648,221
		Commercial Services & Supplies - 1.32%
	18,575	Clean Harbors, Inc. (a)(b)		1,017,724
		Communications Equipment - 1.75%
	10,755	Aruba Networks, Inc. (a)		201,656
	4,045	F5 Networks, Inc. (a)		431,318
	10,765	Juniper Networks, Inc. (a)		277,307
	2,800	Palo Alto Networks, Inc. (a)		192,080
	29,300	ShoreTel, Inc. (a)		251,980
				1,354,341
		Construction & Engineering - 0.75%
	21,745	KBR, Inc.		580,157
		Construction Materials - 0.90%
	3,390	Eagle Materials, Inc.		300,558
	29,935	Headwaters, Inc. (a)		395,441
				695,999
		Consumer Finance - 0.26%
	8,400	Santander Consumer USA
		Holdings, Inc. (a)		202,272
		Containers & Packaging - 3.03%
	8,140	Ball Corp.		446,153
	12,360	Crown Holdings, Inc. (a)		552,987
	87,310	Graphic Packaging Holding Co. (a)		887,070
	13,440	Owens-Illinois, Inc. (a)		454,675
				2,340,885
		Diversified Financial Services - 0.19%
	3,335	MSCI, Inc. (a)		143,472
		Electric Utilities - 2.17%
	6,855	IDACORP, Inc.		380,247
	8,300	NRG Yield, Inc. - Class A (b)		328,099
	16,470	OGE Energy Corp.		605,437
	6,700	Pinnacle West Capital Corp.		366,222
				1,680,005

Number of Shares			Value
		Electrical Equipment - 1.00%
	2,100	Generac Holdings, Inc.	$	123,837
	16,410	GrafTech International Ltd. (a)(b)		179,197
	3,950	Hubbell, Inc. - Class B		473,487
				776,521
		Electronic Equipment & Instruments - 1.11%
	600	Measurement Specialties, Inc. (a)		40,710
	6,720	National Instruments Corp.		192,797
	9,990	Rogers Corp. (a)		623,576
				857,083
		Energy Equipment & Services - 1.76%
	3,955	Nabors Industries Ltd.		97,491
	3,825	Nuverra Environmental Solutions, Inc. (a)		77,609
	15,950	Patterson-UTI Energy, Inc.		505,296
	22,115	Superior Energy Services, Inc.		680,257
				1,360,653
		Food & Staples Retailing - 0.23%
	4,900	Sprouts Farmers Market, Inc. (a)		176,547
		Food Products - 0.84%
	9,800	Chiquita Brands International, Inc. (a)		122,010
	4,875	Hillshire Brands Co.		181,643
	5,130	Ingredion, Inc.		349,250
				652,903
		Gas Utilities - 0.30%
	4,400	Southwest Gas Corp.		235,180
		Health Care Equipment & Supplies - 3.41%
	2,510	Analogic Corp.		206,096
	8,200	AtriCure, Inc. (a)		154,242
	12,250	CareFusion Corp. (a)		492,695
	5,450	DENTSPLY International, Inc.		250,918
	20,840	Globus Medical, Inc. - Class A (a)		554,136
	4,620	HeartWare International, Inc. (a)		433,264
	4,915	Hologic, Inc. (a)		105,672
	15,925	Quidel Corp. (a)(b)		434,752
				2,631,775
		Health Care Providers & Services - 2.05%
	5,800	Community Health Systems, Inc. (a)		227,186
	19,115	Envision Healthcare Holdings, Inc. (a)		646,661
	7,055	LifePoint Hospitals, Inc. (a)		384,850
	5,085	WellCare Health Plans, Inc. (a)		322,999
				1,581,696

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Health Technology - 0.54%
	23,045	Allscripts Healthcare Solutions, Inc. (a)	$	415,501
		Hotels, Restaurants & Leisure - 2.85%
	9,100	Bloomin’ Brands, Inc. (a)		219,310
	3,870	Brinker International, Inc. (b)		202,981
	1,495	Buffalo Wild Wings, Inc. (a)		222,606
	3,975	Cheesecake Factory, Inc.		189,329
	3,250	Churchill Downs, Inc. (b)		296,725
	5,950	Hyatt Hotels Corp. - Class A (a)		320,169
	2,100	Noodles & Co. - Class A (a)(b)		82,887
	9,000	Norwegian Cruise Line Holdings Ltd. (a)		290,430
	1,600	Panera Bread Co. - Class A (a)		282,352
	1,345	Red Robin Gourmet Burgers, Inc. (a)		96,410
				2,203,199
		Household Durables - 2.83%
	18,400	Blyth, Inc. (b)		197,432
	12,835	Lennar Corp. - Class A		508,523
	18,185	M/I Homes, Inc. (a)		407,708
	32,065	Standard Pacific Corp. (a)		266,460
	21,320	Taylor Morrison Home Corp. - Class A (a)		501,020
	6,100	Tempur Sealy International, Inc. (a)		309,087
				2,190,230
		Household Products - 0.44%
	4,240	Spectrum Brands Holdings, Inc.		337,928
		Independent Power & Renewable
		Electricity Producers - 0.35%
	9,910	Pattern Energy Group, Inc. - Class A		268,858
		Insurance - 3.93%
	8,045	Argo Group International Holdings, Ltd.		369,265
	21,415	Assured Guaranty Ltd.		542,228
	17,430	Brown & Brown, Inc.		536,147
	4,500	Fidelity & Guaranty Life		106,200
	9,865	Primerica, Inc.		464,740
	9,800	Protective Life Corp.		515,382
	16,155	XL Group Plc		504,844
				3,038,806
		Internet & Catalog Retail - 0.60%
	7,725	HSN, Inc.		461,414

Number of Shares			Value
		Internet Software & Services - 1.47%
	5,700	Aerohive Networks, Inc. (a)	$	60,135
	7,600	Bankrate, Inc. (a)		128,744
	6,060	Demandware, Inc. (a)		388,204
	510	Envestnet, Inc. (a)		20,492
	1,800	Everyday Health, Inc. (a)		25,182
	6,070	Pandora Media, Inc. (a)		184,042
	3,765	Zillow, Inc. - Class A (a)(b)		331,696
				1,138,495
		IT Services - 3.92%
	1,575	Alliance Data Systems Corp. (a)		429,109
	3,670	CACI International, Inc. - Class A (a)		270,846
	7,955	Cardtronics, Inc. (a)		309,052
	3,900	Forrester Research, Inc.		139,815
	17,500	Genpact Ltd. (a)		304,850
	4,980	Global Payments, Inc. (b)		354,128
	13,855	Heartland Payment Systems, Inc. (b)		574,289
	6,780	WEX, Inc. (a)		644,439
				3,026,528
		Leisure Products - 0.46%
	3,780	Arctic Cat, Inc.		180,646
	3,925	Brunswick Corp.		177,763
				358,409
		Life Sciences Tools & Services - 1.08%
	4,865	Covance, Inc. (a)		505,473
	6,540	Quintiles Transnational Holdings, Inc. (a)		332,036
				837,509
		Machinery - 2.11%
	5,335	Colfax Corp. (a)		380,546
	4,240	EnPro Industries, Inc. (a)(b)		308,121
	8,970	Global Brass & Copper Holdings, Inc.		141,457
	5,470	IDEX Corp.		398,708
	11,700	Luxfer Holdings Plc - ADR		229,086
	3,000	Watts Water Technologies, Inc. - Class A (b)		176,070
				1,633,988
		Media - 1.37%
	11,810	DreamWorks Animation SKG, Inc. - Class A (a)		313,556
	10,775	IMAX Corp. (a)(b)		294,481
	26,275	Interpublic Group of Cos., Inc.		450,353
				1,058,390

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Metals & Mining - 0.92%
	13,200	AK Steel Holding Corp. (a)(b)	$	95,304
	8,200	Allegheny Technologies, Inc.		308,976
	2,300	Carpenter Technology Corp.		151,892
	2,200	Reliance Steel & Aluminum Co.		155,452
				711,624
		Multi-Utilities - 1.04%
	7,135	Alliant Energy Corp.		405,340
	9,690	Ameren Corp.		399,228
				804,568
		Oil & Gas - 4.03%
	6,725	Athlon Energy, Inc. (a)		238,401
	5,040	Bonanza Creek Energy, Inc. (a)		223,776
	12,070	Cheniere Energy, Inc. (a)		668,074
	4,700	CONSOL Energy, Inc.		187,765
	5,190	Diamondback Energy, Inc. (a)		349,339
	4,565	Energen Corp.		368,898
	2,960	Gulfport Energy Corp. (a)		210,693
	16,395	Laredo Petroleum, Inc. (a)		423,975
	2,720	RSP Permian, Inc. (a)		78,581
	5,605	SemGroup Corp. - Class A		368,136
				3,117,638
		Paper & Forest Products - 0.56%
	15,190	Boise Cascade Co. (a)		435,042
		Personal Products - 0.26%
	2,410	Nu Skin Enterprises, Inc. - Class A		199,668
		Pharmaceuticals - 0.58%
	4,000	Achaogen, Inc. (a)		61,840
	8,665	Aerie Pharmaceuticals, Inc. (a)(b)		183,611
	6,835	Relypsa, Inc. (a)		203,752
				449,203
		Professional Services - 3.02%
	7,295	Equifax, Inc.		496,279
	8,390	Huron Consulting Group, Inc. (a)		531,758
	7,620	ManpowerGroup, Inc.		600,684
	13,680	Robert Half International, Inc.		573,876
	6,000	TriNet Group, Inc. (a)		127,860
				2,330,457
		Real Estate Management & Development - 0.29%
	9,785	Kennedy-Wilson Holdings, Inc.		220,260

Number of Shares			Value
		Road & Rail - 1.59%
	5,370	Avis Budget Group (a)(b)	$	261,519
	1,915	Con-Way, Inc.		78,668
	2,200	Genesee & Wyoming, Inc. - Class A (a)		214,104
	2,900	J.B. Hunt Transport Services, Inc.		208,568
	2,755	Landstar System, Inc.		163,151
	1,800	Old Dominion Freight Line, Inc. (a)		102,132
	8,025	Swift Transportation Co. - Class A (a)(b)		198,619
				1,226,761
		Semiconductor & Semiconductor
		Equipment - 4.79%
	21,900	Applied Micro Circuits Corp. (a)		216,810
	16,700	Exar Corp. (a)		199,565
	2,360	First Solar, Inc. (a)		164,705
	21,510	Freescale Semiconductor Ltd. (a)(b)		525,059
	9,085	GT Advanced Technologies, Inc. (a)		154,899
	1,800	Hittite Microwave Corp.		113,472
	5,810	International Rectifier Corp. (a)		159,194
	4,800	Lam Research Corp. (a)		264,000
	30,635	Lattice Semiconductor Corp. (a)		240,178
	4,920	Maxim Integrated Products, Inc.		162,950
	5,950	Microsemi Corp. (a)		148,929
	7,700	Silicon Laboratories, Inc. (a)		402,325
	13,940	Skyworks Solutions, Inc. (a)		523,029
	9,135	SunEdison, Inc. (a)		172,103
	3,200	SunPower Corp. (a)(b)		103,232
	5,300	Ultratech, Inc. (a)		154,707
				3,705,157
		Software - 3.08%
	16,800	Cadence Design System, Inc. (a)		261,072
	2,800	Concur Technologies, Inc. (a)(b)		277,396
	7,355	Guidewire Software, Inc. (a)		360,763
	2,200	Imperva, Inc. (a)		122,540
	16,300	Mavenir Systems, Inc. (a)		291,770
	4,205	MICROS Systems, Inc. (a)		222,571
	5,495	Tableau Software, Inc. - Class A (a)		418,059
	9,005	Verint Systems, Inc. (a)		422,605
				2,376,776
		Specialty Retail - 2.51%
	10,635	Five Below, Inc. (a)(b)		451,775
	5,900	Foot Locker, Inc.		277,182
	9,730	Francesca’s Holdings Corp. (a)(b)		176,502

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Specialty Retail (Continued)
	11,405	GNC Holdings, Inc. - Class A	$	502,048
	3,121	Signet Jewelers Ltd.		330,389
	5,435	Urban Outfitters, Inc. (a)		198,215
				1,936,111
		Technology Hardware, Storage &
		Peripherals - 0.32%
	2,300	Stratasys Ltd. (a)(b)		244,007
		Textiles, Apparel & Luxury Goods - 1.85%
	3,250	Hanesbrands, Inc.		248,560
	7,210	Kate Spade & Co. (a)		267,419
	1,900	PVH Corp.		237,063
	6,365	Steven Madden Ltd. (a)		229,012
	3,500	Tumi Holdings, Inc. (a)		79,205
	10,000	Vera Bradley, Inc. (a)(b)		269,900
	3,780	Vince Holding Corp. (a)		99,641
				1,430,800
		Thrifts & Mortgage Finance - 0.27%
	8,000	Berkshire Hills Bancorp, Inc.		207,040
		Trading Companies & Distributors - 0.50%
	4,655	WESCO International, Inc. (a)(b)		387,389
		Water Utilities - 0.63%
	10,725	American Water Works Co., Inc.		486,915
		Total Common Stocks (Cost $67,453,505)		70,496,400
		INVESTMENT COMPANIES - 0.29%
		Capital Markets - 0.29%
	22,100	GSV Capital Corp. (a)		224,094
		Total Investment Companies (Cost $225,221)		224,094
		REAL ESTATE INVESTMENT TRUSTS - 7.41%
		Real Estate Investment Trusts - 7.41%
	895	Alexander’s, Inc.		323,086
	28,270	Cousins Properties, Inc.		324,257
	22,240	Douglas Emmett, Inc.		603,594
	9,835	Equity Lifestyle Properties, Inc.		399,793
	2,885	Essex Property Trust, Inc.		490,594
	4,905	Federal Realty Investment Trust		562,702
	24,670	First Industrial Realty Trust		476,624
	29,200	MFA Financial, Inc.		226,300
	16,695	Pebblebrook Hotel Trust (b)		563,790
	6,810	PS Business Parks, Inc.		569,452

Number of Shares			Value
		Real Estate Investment Trusts (Continued)
	14,820	RLJ Lodging Trust	$	396,287
	4,075	SL Green Realty Corp.		410,026
	5,130	Sovran Self Storage, Inc.		376,799
		Total Real Estate Investment Trusts (Cost $5,036,704)		5,723,304
		SHORT TERM INVESTMENTS - 0.19%
		Money Market Funds - 0.19%
	148,982	Federated Prime Obligations Fund		148,982
		Total Short Term Investments (Cost $148,982)		148,982
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 9.71%
		Money Market Funds - 9.64%
	7,451,780	First American Government Obligations Fund		7,451,780
	6,386	Reserve Primary Fund (c)		247
		Total Money Market Funds (Cost $7,457,287)		7,452,027

Principal Amount
		Cash - 0.07%
$	51,888	Cash		51,888
		Total Cash (Cost $51,888)		51,888
		Total Investments Purchased as Securities Lending Collateral (Cost $7,509,175)		7,503,915
		Total Investments (Cost $80,373,587) - 108.81%		84,096,695
		Liabilities in Excess of Other Assets - (8.81)%		(6,809,692	)
		TOTAL NET
		ASSETS - 100.00%	$	77,287,003

Percentages are stated as a percent of net assets.

ADR - American Depositary Receipt

(a)	Non-income producing security.
(b)	All or portion of this security is on loan.
(c)	As of March 31, 2014, the Fund has fair valued this security and deemed it illiquid. The value of this security was $247, which represents 0.00% of total net assets.

See notes to financial statements.

GuideMark^SMWorld ex-US Fund
SCHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		COMMON STOCKS - 90.04%
		Australia - 4.93%
	30,606	Ansell Ltd.	$	522,925
	109,508	Australia and New Zealand Banking Group Ltd.		3,368,800
	25,005	Commonwealth Bank of Australia		1,800,103
	21,353	CSL Ltd.		1,379,230
	7,635	Flight Centre Travel Group Ltd.		372,492
	199,468	Mirvac Group		315,217
	109,276	Oil Search Ltd.		857,750
	43,159	Rio Tinto Ltd.		2,545,643
	1	SCA Property Group		1
	31,932	Seek Ltd.		522,088
	93,059	Suncorp Group Ltd.		1,113,678
	126,098	Sydney Airport		490,646
	215,641	Telstra Corp. Ltd.		1,016,846
	30,302	Wesfarmers Ltd.		1,161,040
	138,387	Westfield Group		1,318,174
	13,922	Westpac Banking Corp.		447,630
	28,984	Woolworths Ltd.		961,168
				18,193,431
		Austria - 0.41%
	9,600	Andritz AG		593,584
	26,900	Erste Group Bank AG		920,241
				1,513,825
		Belgium - 1.89%
	32,377	Anheuser-Busch InBev SA		3,409,812
	43,709	KBC Groep NV		2,691,878
	10,600	UCB SA		850,399
				6,952,089
		Brazil - 1.36%
	71,200	Ambev SA		529,685
	115,800	BM&FBovespa SA		574,662
	41,700	Cia de Saneamento Basico do
		Estado de Sao Paulo		386,860
	21,800	Cielo SA		691,182
	25,600	Cosan SA Industria e Comercio		396,354
	32,600	Kroton Educacional SA		707,746
	29,100	Petroleo Brasileiro SA		191,734
	43,500	Qualicorp SA (a)		437,492
	35,000	Smiles SA		556,391
	39,100	WEG SA		545,574
				5,017,680

Number of Shares			Value
		Canada - 6.92%
	6,900	Agrium, Inc. (a)	$	672,399
	33,000	Alamos Gold, Inc. (a)		298,209
	7,100	Alimentation Couche-Tard, Inc. (a)		574,230
	43,200	Canadian Natural Resources Ltd.		1,655,707
	8,400	Canadian Pacific Railway Ltd.		1,258,670
	23,800	Catamaran Corp.		1,064,810
	30,900	CGI Group, Inc. - Class A (a)		953,973
	18,700	Franco Nevada Corp.		859,303
	11,600	Gildan Activewear, Inc.		584,564
	20,100	Goldcorp, Inc.		490,364
	6,500	Intact Financial Corp.		404,523
	12,200	Keyera Corp.		773,494
	17,100	Magna International, Inc.		1,643,951
	71,200	Manulife Financial Corp.		1,373,120
	3,900	Methanex Corp.		249,558
	5,200	NovaTek OAO		572,910
	18,400	Peyto Exploration & Development Corp.		627,814
	10,900	Quebecor, Inc. - Class B		266,214
	43,100	Royal Bank of Canada		2,841,754
	22,800	Sun Life Financial, Inc.		789,493
	61,800	Suncor Energy, Inc.		2,158,388
	65,700	Toronto-Dominion Bank		3,080,263
	11,600	Tourmaline Oil Corp.		548,364
	6,100	Valeant Pharmaceuticals International, Inc.		802,518
	10,700	Vermilion Energy, Inc.		668,327
	6,300	West Fraser Timber Co., Ltd.		287,788
				25,500,708
		Cayman Islands - 1.30%
	9,000	Ginko International Co., Ltd.		155,503
	183,000	Lifestyle International Holdings Ltd.		372,650
	14,100	Qunar Cayman Islands Ltd. - ADR (a)(b)		431,319
	158,200	Sands China Ltd.		1,186,491
	360,000	Sino Biopharmaceutical		307,299
	33,600	Tencent Holdings Ltd.		2,345,286
				4,798,548
		Chile - 0.14%
	1,432,646	Banco de Chile		180,787
	5,842,521	Banco Santander Chile		343,067
				523,854

See notes to financial statements.

GuideMark^SMWorld ex-US Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		China - 2.01%
	133,500	Anhui Conch Cement Co., Ltd.	$	574,225
	1,378,000	Bank of China Ltd.		612,208
	1,320,000	Beijing Jingneng Clean Energy Co., Ltd.		606,285
	1,290,000	China Construction Bank Corp.		905,505
	182,000	China Mengniu Dairy Co., Ltd.		913,400
	304,000	China Pacific Insurance Group Co., Ltd.		1,088,381
	589,000	China Petroleum & Chemical Corp.		526,838
	123,000	Great Wall Motor Co., Ltd.		619,660
	94,000	Kingsoft Corp., Ltd.		372,277
	91,600	MGM China Holdings Ltd.		323,627
	280,000	Petrochina Co.		304,145
	67,500	Ping An Insurance Group Co. of China, Ltd.		560,984
				7,407,535
		Czech Republic - 0.17%
	2,646	Komercni Banka AS		632,276
		Denmark - 1.46%
	78	A.P. Moller - Maersk Group		933,563
	68,260	Novo Nordisk AS		3,108,033
	88,400	TDC AS		817,227
	12,900	Vestas Wind Systems AS (a)		517,213
				5,376,036
		Finland - 0.59%
	68,200	Nokia OYJ (a)		501,778
	22,500	Sampo OYJ		1,167,975
	47,200	Stora Enso OYJ		505,152
				2,174,905
		France - 7.41%
	5,200	Air Liquide SA		704,189
	8,500	Arkema SA		961,573
	6,237	Atos SA		563,633
	60,800	AXA SA		1,579,516
	23,603	BNP Paribas SA		1,819,781
	32,082	Carrefour SA		1,241,078
	64,200	GDF Suez SA		1,756,200
	2,075	Iliad SA		598,313
	2,850	Kering SA		581,104
	17,200	Legrand SA		1,068,470

Number of Shares			Value
		France (Continued)
	3,672	LVMH Moet Hennessy Louis Vuitton SA	$	665,415
	61,000	Orange SA		901,082
	6,200	Publicis Groupe SA		559,746
	6,000	Renault SA		582,806
	18,830	Safran SA		1,304,541
	31,978	Sanofi-Aventis SA		3,341,692
	22,428	Societe Generale SA		1,380,576
	6,400	Sodexo SA		670,797
	35,400	Suez Environnement Co.		719,100
	7,200	Technip SA		742,214
	70,815	Total SA		4,661,393
	12,480	Vinci SA		926,387
				27,329,606
		Germany - 4.91%
	7,700	Adidas AG		832,600
	14,300	Altice SA (a)		637,114
	27,917	Bayer AG		3,780,645
	74,400	Commerzbank AG (a)		1,368,529
	4,900	Continental AG		1,175,112
	6,300	Fresenius SE & Co. KGaA		988,908
	19,372	GEA Group AG		885,057
	14,232	HeidelbergCement AG		1,219,851
	6,677	Henkel AG & Co. KGaA		671,497
	11,021	Lanxess AG		831,892
	16,307	Osram Licht AG (a)		1,057,380
	21,300	RWE AG		864,351
	14,962	SAP AG		1,213,658
	13,964	Siemens AG		1,883,232
	79,200	Sky Deutschland AG (a)		683,438
				18,093,264
		Hong Kong - 3.04%
	343,600	AIA Group Ltd.		1,634,213
	221,000	BOC Hong Kong Holdings Ltd.		631,049
	380,000	Brilliance China Automotive Holdings Ltd.		581,311
	34,000	Cheung Kong Infrastructure Holdings Ltd.		217,442
	350,000	China Longyuan Power Group Corp.		352,689
	88,500	China Mobile Ltd.		812,557
	308,000	CNOOC Ltd.		466,319
	509,000	CSR Corp. Ltd.		428,873

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Hong Kong (Continued)
	1,483,000	GCL-Poly Energy Holdings Ltd. (a)	$	536,488
	14,500	Hengan International Group Co., Ltd.		150,533
	391,000	HKT Trust and HKT Ltd.		413,536
	99,000	Hongkong Land Holdings Ltd.		641,228
	422,000	Huadian Fuxin Energy Corp. Ltd.		230,691
	79,000	Hysan Development Co., Ltd.		344,733
	1,129,000	Industrial & Commercial Bank of China		696,006
	244,000	Kunlun Energy Co., Ltd.		408,857
	416,000	Noble Group Ltd.		393,286
	50,500	Orient Overseas International Ltd.		232,472
	499,000	PCCW Ltd.		250,668
	831,000	Sinotrans Ltd.		418,461
	12,500	Swire Pacific Ltd.		146,001
	52,992	Wing Hang Bank Ltd.		840,329
	113,500	Yue Yuen Industrial Holdings Ltd.		369,851
				11,197,593
		Indonesia - 0.58%
	1,593,000	PT Bank Rakyat Indonesia (Persero) Tbk		1,354,336
	149,500	PT Semen Indonesia (Persero) Tbk		210,154
	2,999,000	PT Telekomunikasi Indonesia (Persero) Tbk		586,217
				2,150,707
		Ireland - 0.65%
	1,794,100	Bank of Ireland (a)		768,890
	13,900	CRH Plc		388,943
	94,112	James Hardie Industries Plc		1,257,158
				2,414,991
		Israel - 0.32%
	184,100	Bezeq the Israel Telecommunication Corp. Ltd.		328,177
	1,300	Teva Pharmaceutical Industries Ltd.		68,511
	15,000	Teva Pharmaceutical Industries Ltd. - ADR		792,600
				1,189,288
		Italy - 0.96%
	114,052	Enel SpA		645,102
	116,700	Finmeccanica SpA (a)		1,152,491
	223,400	Intesa Sanpaolo SpA		758,044
	108,700	UniCredit SpA		993,636
				3,549,273

Number of Shares			Value
		Japan - 13.08%
	57,700	Acom Co., Ltd.	$	184,360
	15,510	AEON Mall Co., Ltd.		397,359
	21,000	Ajinomoto Co., Inc.		300,554
	53,000	Asahi Kasei Corp.		359,372
	111,500	Astellas Pharma, Inc.		1,323,792
	21,000	Chiyoda Corp.		270,962
	14,400	Daikin Industries Ltd.		807,544
	12,900	Dentsu, Inc.		488,498
	7,300	Don Quijote Co., Ltd.		376,889
	18,600	East Japan Railway Co.		1,370,030
	11,300	Fuji Heavy Industries Ltd.		306,003
	20,700	Fuji Media Holdings, Inc.		379,852
	98,000	Fujitsu Ltd.		592,364
	170,000	Hitachi Ltd.		1,258,350
	28,000	Hitachi Metals Ltd.		398,849
	41,100	Honda Motor Co., Ltd.		1,446,172
	17,900	Hoya Corp.		559,930
	25,700	Iida Group Holdings Co., Ltd.		355,863
	43,200	Inpex Corp.		560,964
	69,900	ITOCHU Corp.		817,860
	49,600	Japan Tobacco, Inc.		1,556,816
	23,300	JFE Holdings, Inc.		437,821
	25,300	JSR Corp.		468,071
	36,900	JTEKT Corp.		547,778
	70,500	JX Holdings, Inc.		339,883
	24,100	Kakaku.com, Inc.		391,812
	132,000	Kawasaki Heavy Industries Ltd.		486,316
	30,000	KDDI Corp.		1,741,950
	1,600	Keyence Corp.		659,147
	32,300	Komatsu Ltd.		677,155
	39,500	Konica Minolta Holdings, Inc.		369,548
	157,000	Mazda Motor Corp.		697,489
	8,900	Miraca Holdings, Inc.		389,878
	127,000	Mitsubishi Electric Corp.		1,429,613
	261,800	Mitsubishi UFJ Financial Group, Inc.		1,441,676
	83,100	Mitsubishi UFJ Lease & Finance Co., Ltd.		407,945
	38,000	Mitsui Fudosan Co., Ltd.		1,159,312
	9,600	Murata Manufacturing Co., Ltd.		907,401
	19,000	NGK Insulators Ltd.		396,372
	11,200	Nidec Corp.		686,756
	1,200	Nintendo Co., Ltd.		143,448
	107,400	Nomura Holdings, Inc.		688,958
	14,500	Olympus Corp.		462,995

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Japan (Continued)
	22,100	OMRON Corp.	$	914,426
	102,000	ORIX Corp.		1,437,586
	67,800	Rakuten, Inc.		905,648
	20,000	Rohto Pharmaceutical Co., Ltd.		353,165
	4,700	Santen Pharmaceutical Co., Ltd.		207,962
	31,000	Sega Sammy Holdings, Inc.		695,913
	14,100	Seiko Epson Corp.		440,579
	34,600	Seven & I Holdings Co., Ltd.		1,318,415
	95,100	Seven Bank Ltd.		373,210
	12,600	Shin-Etsu Chemical Co., Ltd.		718,275
	20,600	Softbank Corp.		1,556,706
	29,000	Sony Financial Holdings, Inc.		474,205
	72,000	Sumitomo Heavy Industries Ltd.		292,840
	47,500	Sumitomo Mitsui Financial Group, Inc.		2,036,037
	173,000	Sumitomo Mitsui Trust Holdings, Inc.		782,747
	18,000	Sumitomo Realty & Development Co., Ltd.		704,498
	22,400	Suzuki Motor Corp.		584,026
	13,500	TDK Corp.		562,978
	27,200	Tohoku Electric Power Co., Inc.		279,722
	18,500	Tokio Marine Holdings, Inc.		554,822
	70,000	Toshiba Corp.		296,700
	65,500	Toyota Motor Corp.		3,693,797
				48,227,964
		Jersey - 0.97%
	94,400	Resolution Ltd.		470,314
	51,500	Shire Plc		2,549,506
	10,011	Wolseley Plc		570,395
				3,590,215
		Luxembourg - 0.38%
	20,100	Acergy SA		373,022
	2,500	Millicom International Cellular SA		254,630
	6,700	RTL Group SA		763,067
				1,390,719
		Malaysia - 0.39%
	267,300	DiGi.Com Bhd		441,572
	370,400	Gamuda Bhd		534,618
	150,573	Malayan Banking Berhad		446,925
				1,423,115

Number of Shares			Value
		Mexico - 0.84%
	739,000	America Movil SAB de CV	$	736,991
	71,300	Fomento Economico Mexicano SAB de CV		664,968
	17,400	Fresnillo Plc		245,285
	87,700	Gruma SAB de CV (a)		725,487
	146,900	Grupo Mexico SAB de CV		463,581
	18,100	Promotora y Operadora de Infraestructura SAB de CV (a)		243,131
				3,079,443
		Netherlands - 2.84%
	167,900	AEGON NV		1,546,554
	17,900	European Aeronautic Defense & Space Co. NV		1,282,023
	82,300	ING Groep NV (a)		1,170,451
	14,800	Koninklijke DSM NV		1,015,102
	223,580	Koninklijke KPN NV (a)		789,260
	55,722	Koninklijke Philips Electronics NV		1,960,263
	23,049	Reed Elsevier NV		498,704
	54,049	Unilever NV		2,223,296
				10,485,653
		Norway - 0.27%
	45,520	Telenor ASA		1,007,487
		Philippines - 0.31%
	1,767,000	Alliance Global Group, Inc.		1,125,649
		Poland - 0.22%
	21,260	Bank Handlowy w Warszawie SA		800,268
		Republic of Korea - 2.87%
	1,723	CJ Korea Express Co., Ltd. (a)		183,271
	13,500	Hyundai Development Co.- Engineering & Construction		381,816
	6,795	Hyundai Motor Co.		1,606,687
	2,051	Hyundai Wia Corp.		330,593
	19,320	KB Financial Group, Inc.		677,882
	17,490	Korea Electric Power Corp.		600,348
	47,637	Korean Reinsurance Co.		462,122
	3,549	LG Chemical Ltd.		849,250
	494	LG Household & Health Care Ltd.		213,564
	1,286	Naver Corp.		939,643
	2,825	POSCO		788,712
	2,336	Samsung Electronics Co., Ltd.		2,953,109
	8,710	Samsung Heavy Industries Co., Ltd.		261,840
	9,470	SK Hynix, Inc. (a)		321,325
				10,570,162

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Russian Federation - 1.04%
	23,690	Eurasia Drilling Co., Ltd.	$	607,175
	15,700	Gazprom OAO		106,100
	74,591	Gazprom OAO - ADR (a)		579,572
	2,190	Magnit OJSC		504,326
	5,400	Mail.ru Group Ltd. (a)		191,502
	6,900	MegaFon OAO		194,496
	10,600	MMC Norilsk Nickel OJSC		176,628
	25,860	Mobile TeleSystems OJSC - ADR		452,291
	421,270	Sberbank of Russia		1,008,011
				3,820,101
		Singapore - 0.74%
	188,000	Global Logistic Properties Ltd.		396,762
	65,000	Keppel Corp. Ltd.		563,917
	103,000	Singapore Telecommunications Ltd.		299,392
	84,581	United Overseas Bank Ltd.		1,458,975
				2,719,046
		South Africa - 1.56%
	94,000	Gold Fields Ltd.		355,636
	16,500	MTN Group Ltd.		337,705
	303,000	Nampak Ltd.		1,035,561
	9,290	Naspers Ltd.		1,023,693
	214,300	Netcare Ltd.		475,525
	12,900	Sasol Ltd.		721,441
	58,200	Standard Bank Group Ltd.		766,769
	117,200	Steinhoff International Holdings		566,840
	144,200	Telkom SA SOC Ltd. (a)		461,925
				5,745,095
		Spain - 2.00%
	35,300	Amadeus IT Holding SA		1,466,903
	215,295	CaixaBank SA		1,385,872
	24,877	Grifols SA - ADR		1,027,420
	193,838	Iberdrola SA		1,356,382
	6,615	Inditex SA		992,449
	103,800	International Consolidated Airlines Group SA (a)		724,324
	26,061	Telefonica SA		412,984
				7,366,334
		Sweden - 2.06%
	23,800	Assa Abloy AB		1,267,748
	44,100	H & M Hennes & Mauritz AB		1,880,876
	140,800	Nordea Bank AB		1,997,334

Number of Shares			Value
		Sweden (Continued)
	37,400	Svenska Cellulosa AB	$	1,101,473
	17,300	Svenska Handelsbanken AB		869,352
	17,500	Swedbank AB		469,800
				7,586,583
		Switzerland - 5.39%
	9,530	Adecco SA		793,146
	12,863	Cie Financiere Richemont SA		1,228,907
	56,973	Nestle SA		4,288,338
	10,509	Novartis AG		892,297
	17,219	Roche Holding AG		5,178,852
	310	SGS SA		764,545
	2,390	Swisscom AG		1,468,357
	3,996	Syngenta AG		1,516,983
	181,507	UBS AG		3,755,989
				19,887,414
		Taiwan - 1.97%
	649,816	Cathay Financial Holding Co., Ltd.		949,861
	135,000	Delta Electronics, Inc.		836,087
	40,180	Eclat Textile Co., Ltd.		465,853
	358,000	Fubon Financial Holding Co., Ltd.		486,736
	14,000	Hermes Microvision, Inc.		562,071
	57,000	MediaTek, Inc.		843,696
	84,000	Merida Industry Co., Ltd.		558,583
	648,000	Taiwan Semiconductor Manufacturing Co., Ltd.		2,549,585
				7,252,472
		Thailand - 0.20%
	97,800	Kasikornbank PCL		559,790
	51,500	Total Access Communication PCL		185,420
				745,210
		Turkey - 0.64%
	76,811	Aygaz AS		302,324
	22,400	Coca-Cola Icecek AS		538,917
	250,000	Turk Hava Yollari Anonim Ortakligi		769,871
	119,900	Turkiye Halk Bankasi AS		742,632
				2,353,744
		United Kingdom - 13.22%
	20,036	AstraZeneca Plc		1,298,866
	107,600	Aviva Plc		858,501
	30,500	Babcock International Group Plc		684,918
	83,900	BAE Systems Plc		582,850
	496,981	Barclays Plc		1,933,981

See notes to financial statements.

GuideMark^SMWorld ex-US Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		United Kingdom (Continued)
	181,133	BG Group Plc	$	3,381,606
	36,590	British American Tobacco Plc		2,041,187
	269,700	BT Group Plc		1,715,209
	15,000	Bunzl Plc		399,939
	20,300	Burberry Group Plc		471,958
	26,300	Capita Plc		480,891
	23,520	Diageo Plc		730,505
	126,200	Direct Line Insurance Group Plc		499,905
	40,700	Drax Group Plc		520,385
	42,100	Experian Plc		759,721
	25,157	Hikma Pharmaceuticals Plc		696,510
	123,022	HSBC Holdings Plc		1,245,641
	40,760	Imperial Tobacco Group Plc		1,648,226
	16,100	Intercontinental Hotels Group PLC		518,257
	446,300	ITV Plc		1,425,928
	5,915	Johnson Matthey Plc		322,950
	107,800	Kingfisher Plc		757,913
	1,162,500	Lloyds Banking Group Plc (a)		1,454,301
	17,800	London Stock Exchange Group Plc		585,096
	48,700	Meggitt Plc		390,567
	25,000	Mondi Plc		438,089
	112,370	Prudential Plc		2,379,358
	7,500	Randgold Resources Ltd.		562,972
	29,700	Reckitt Benckiser Group Plc		2,423,652
	33,200	Reed Elsevier Plc		507,343
	63,500	Rio Tinto Plc		3,541,229
	53,900	Rolls-Royce Holdings Plc (a)		964,877
	114,551	Royal Dutch Shell Plc, Class A		4,185,413
	6,019	Royal Dutch Shell Plc, Class B		234,983
	23,789	SABMiller Plc		1,189,496
	16,200	SSE Plc		396,801
	90,401	Standard Chartered Plc		1,890,328
	438,700	Taylor Wimpey Plc		862,352
	24,640	Unilever Plc		1,053,836
	1	Verizon Communications, Inc.		39
	577,324	Vodafone Group Plc		2,122,993
	8,594	Whitbread Plc		596,518
				48,756,090
		Total Common Stocks (Cost $279,942,166)		331,948,373

Number of Shares			Value
		INVESTMENT COMPANIES - 1.60%
		India - 1.60%
	316,000	PowerShares India Portfolio (b)	$	5,906,040
		Total Investment Companies (Cost $6,226,255)		5,906,040
		PREFERRED STOCKS - 1.77%
		Brazil - 1.03%
	43,870	Banco Bradesco SA		600,917
	77,000	Braskem SA		604,394
	8,200	Cia Brasileira de Distribuicao Grupo Pao de Acucar		358,610
	122,490	Itau Unibanco Holding SA		1,826,823
	57,700	Petroleo Brasileiro SA		399,246
				3,789,990
		Germany - 0.74%
	10,529	Volkswagen AG		2,730,140
		Total Preferred Stocks (Cost $6,123,718)		6,520,130
		REAL ESTATE INVESTMENT TRUSTS - 0.40%
		France - 0.27%
	3,900	Unibail-Rodamco SE		1,012,165
		United Kingdom - 0.13%
	44,403	British Land Co. Plc		484,491
		Total Real Estate Investment Trusts (Cost $1,327,647)		1,496,656
		SHORT TERM INVESTMENTS - 5.86%
		Money Market Funds - 5.64%
	20,787,585	Federated Prime Obligations Fund		20,787,585

Principal Amount
		U.S. Treasury Bill - 0.22%
		United States Treasury Bill
$	60,000	0.02%, 04/10/2014 (c)		59,999
	480,000	0.04%, 05/08/2014 (c)		479,974
	280,000	0.02%, 05/29/2014 (c)		279,980
				819,953
		Total Short Term Investments (Cost $21,607,538)		21,607,538

See notes to financial statements.

GuideMark^SMWorld ex-US Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 0.60%
		Money Market Funds - 0.60%
	2,197,806	First American Government Obligations Fund	$	2,197,806
	5,588	Reserve Primary Fund (d)		216
		Total Money Market Funds (Cost $2,202,629)		2,198,022

Principal Amount			Value
		Cash - 0.00%
$	15,304	Cash	$	15,304
		Total Cash (Cost $15,304)		15,304
		Total Investments Purchased as Securities Lending Collateral (Cost $2,217,933)		2,213,326
		Total Investments (Cost $317,445,257) - 100.27%		369,692,063
		Liabilities in Excess of Other Assets - (0.27)%		(1,004,993	)
		TOTAL NET ASSETS - 100.00%	$	368,687,070

Percentages are stated as a percent of net assets.

ADR - American Depositary Receipt

(a)	Non-income producing security.
(b)	All or portion of this security is on loan.
(c)	Partially assigned as collateral for certain futures contracts.
(d)	As of March 31, 2014, the Fund has fair valued this security and deemed it illiquid. The value of this security was $216, which represents 0.00% of total net assets.

Schedule of Open Futures Contracts

Description	Number of Contracts Purchased		Notional Value	Settlement Month	Unrealized Appreciation/Depreciation
mini MSCI EAFE Index Futures		115	10,896,250	Jun-14		$171,460
mini MSCI Emerging Markets Index Futures		63	3,106,215	Jun-14		179,627
S&P / TSX 60 Index Futures		7	1,035,911	Jun-14		(1,537	)
						$349,550

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		COMMON STOCKS - 95.73%
		Aerospace & Defense - 3.58%
	6,750	BE Aerospace, Inc. (a)	$	585,833
	7,173	General Dynamics Corp.		781,283
	13,870	Hexcel Corp. (a)		603,900
	23,630	United Technologies Corp.		2,760,929
				4,731,945
		Air Freight & Logistics - 1.91%
	45,715	Hub Group, Inc. - Class A (a)		1,828,143
	7,168	United Parcel Service, Inc. - Class B		698,020
				2,526,163
		Beverages - 2.80%
	15,280	Dr. Pepper Snapple Group, Inc.		832,149
	8,218	Molson Coors Brewing Co. - Class B		483,711
	28,568	PepsiCo, Inc.		2,385,428
				3,701,288
		Biotechnology - 1.78%
	3,350	Alkermes Plc (a)		147,701
	920	Amgen, Inc.		113,473
	9,685	Celgene Corp. (a)		1,352,026
	10,200	Cubist Pharmaceuticals, Inc. (a)		746,130
				2,359,330
		Capital Markets - 3.06%
	6,570	Ameriprise Financial, Inc.		723,160
	1,787	BlackRock, Inc.		561,976
	28,595	Franklin Resources, Inc.		1,549,277
	38,895	Morgan Stanley		1,212,357
				4,046,770
		Chemicals - 2.00%
	6,630	Eastman Chemical Co.		571,572
	2,790	Huntsman Corp.		68,132
	2,972	Innophos Holdings, Inc.		168,512
	7,050	Monsanto Co.		802,079
	2,430	PPG Industries, Inc.		470,108
	7,580	Rockwood Holdings, Inc.		563,952
				2,644,355
		Commercial Banks - 2.82%
	9,297	PNC Financial Services Group, Inc.		808,839
	73,865	Popular, Inc. (a)		2,289,076
	14,847	U.S. Bancorp		636,343
				3,734,258

Number of Shares			Value
		Commercial Services & Supplies - 1.51%
	6,166	ABM Industries, Inc.	$	177,211
	16,051	Iron Mountain, Inc.		442,526
	14,480	Republic Services, Inc.		494,637
	13,750	The ADT Corp. (b)		411,813
	14,389	The Geo Group, Inc.		463,901
				1,990,088
		Communications Equipment - 3.86%
	19,640	Aruba Networks, Inc. (a)(b)		368,250
	95,250	Cisco Systems, Inc.		2,134,553
	57,115	Juniper Networks, Inc. (a)		1,471,282
	14,244	QUALCOMM, Inc.		1,123,282
				5,097,367
		Computers & Peripherals - 5.83%
	7,395	Apple, Inc.		3,969,192
	19,435	International Business Machines
		Corp. (b)		3,741,043
				7,710,235
		Containers & Packaging - 0.28%
	9,548	Bemis Company, Inc.		374,663
		Diversified Financial Services - 1.36%
	24,500	Citigroup, Inc.		1,166,200
	8,483	CME Group, Inc.		627,827
				1,794,027
		Diversified Telecommunication Services - 0.63%
	17,617	Verizon Communications, Inc.		838,041
		Electrical Equipment - 0.77%
	9,260	AMETEK, Inc.		476,798
	8,064	Emerson Electric Co.		538,675
				1,015,473
		Electronic Equipment & Instruments - 0.66%
	42,131	Corning, Inc.		877,167
		Energy Equipment & Services - 1.25%
	8,247	Ensco Plc - Class A		435,277
	10,660	Halliburton Co.		627,767
	7,540	National-Oilwell Varco, Inc.		587,140
				1,650,184
		Food & Staples Retailing - 1.22%
	5,770	Costco Wholesale Corp.		644,394
	17,525	SYSCO Corp. (b)		633,178
	4,451	Wal-Mart Stores, Inc.		340,190
				1,617,762

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Food Products - 2.42%
	15,370	B&G Foods, Inc.	$	462,791
	24,225	General Mills, Inc.		1,255,340
	7,300	Hershey Co.		762,120
	20,990	Mondelez International, Inc. - Class A (b)		725,204
				3,205,455
		Gas Utilities - 0.88%
	7,004	AmeriGas Partners, L.P.		295,919
	12,390	National Fuel Gas Co.		867,796
				1,163,715
		Health Care Equipment & Supplies - 4.66%
	17,950	ArthroCare Corp. (a)		865,011
	22,780	Baxter International, Inc.		1,676,152
	4,181	Becton, Dickinson & Co.		489,511
	182,230	Boston Scientific Corp. (a)		2,463,750
	4,860	The Cooper Companies, Inc.		667,570
				6,161,994
		Health Care Providers & Services - 0.60%
	11,484	Owens & Minor, Inc. (b)		402,284
	6,805	Quest Diagnostics, Inc.		394,146
				796,430
		Hotels, Restaurants & Leisure - 0.91%
	7,086	Bob Evans Farms, Inc.		354,513
	9,056	Darden Restaurants, Inc. (b)		459,682
	5,320	Starbucks Corp.		390,382
				1,204,577
		Household Durables - 2.84%
	27,520	Jarden Corp. (a)		1,646,521
	14,080	Whirlpool Corp.		2,104,397
				3,750,918
		Household Products - 1.17%
	4,245	Energizer Holdings, Inc.		427,641
	6,233	Kimberly-Clark Corp.		687,188
	5,366	Procter & Gamble Co.		432,500
				1,547,329
		Insurance - 8.14%
	59,305	American International Group, Inc.		2,965,843
	50,120	Brown & Brown, Inc.		1,541,691
	28,950	Endurance Specialty Holdings Ltd.		1,558,378
	19,885	Navigators Group, Inc. (a)		1,220,740
	5,569	PartnerRe Ltd.		576,392

Number of Shares			Value
		Insurance (Continued)
	65,860	Willis Group Holdings Plc	$	2,906,402
				10,769,446
		Internet & Catalog Retail - 1.00%
	660	Priceline.com, Inc. (a)		786,647
	12,550	Shutterfly, Inc. (a)(b)		535,634
				1,322,281
		Internet Software & Services - 2.12%
	6,260	eBay, Inc. (a)		345,802
	9,010	Facebook, Inc. - Class A (a)		542,763
	1,315	Google, Inc. - Class A (a)		1,465,581
	8,883	J2 Global, Inc. (b)		444,594
				2,798,740
		IT Services - 2.01%
	2,560	Alliance Data Systems Corp. (a)(b)		697,472
	34,867	The Western Union Co.		570,424
	13,500	VeriFone Holdings, Inc. (a)		456,570
	4,320	Visa, Inc.		932,515
				2,656,981
		Leisure Products - 0.56%
	13,223	Hasbro, Inc.		735,463
		Life Sciences Tools & Services - 0.73%
	8,050	Thermo Fisher Scientific, Inc.		967,932
		Machinery - 2.51%
	5,440	Caterpillar, Inc.		540,573
	8,310	Danaher Corp.		623,250
	15,585	Dover Corp.		1,274,073
	7,390	Parker Hannifin Corp.		884,657
				3,322,553
		Media - 2.15%
	5,750	Cinemark Holdings, Inc.		166,808
	10,940	Comcast Corp. - Class A		547,219
	6,750	Liberty Global Plc - Class A (a)		280,800
	6,750	Liberty Global Plc - Class C (a)		274,792
	14,981	Shaw Communications, Inc. - Class B (b)		358,046
	8,220	The Walt Disney Co.		658,175
	16,215	Thomson Reuters Corp. (b)		554,553
				2,840,393
		Metals & Mining - 0.45%
	1,768	Compass Minerals International, Inc.		145,895
	8,835	Nucor Corp.		446,521
				592,416

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Multiline Retail - 0.99%
	12,872	Kohl’s Corp. (b)	$	731,129
	9,586	Target Corp.		580,049
				1,311,178
		Multi-Utilities - 0.10%
	4,289	Avista Corp.		131,458
		Oil & Gas - 5.70%
	4,808	Chevron Corp.		571,719
	20,410	Cimarex Energy Co.		2,431,035
	15,820	Consol Energy, Inc.		632,009
	6,550	EOG Resources, Inc.		1,284,914
	7,043	Memorial Production Partners LP		158,679
	9,596	Occidental Petroleum Corp.		914,403
	13,470	Suncor Energy, Inc. - ADR		470,911
	7,350	Valero Energy Corp.		390,285
	13,518	Williams Partners L.P. (b)		688,607
				7,542,562
		Pharmaceuticals - 6.01%
	5,020	Actavis Plc (a)		1,033,367
	14,540	Bristol-Myers Squibb Co.		755,353
	28,705	GlaxoSmithKline Plc - ADR (b)		1,533,708
	56,380	Pfizer, Inc.		1,810,926
	53,355	Teva Pharmaceutical Industries
		Ltd. - ADR		2,819,278
				7,952,632
		Professional Services - 0.46%
	4,995	IHS, Inc. - Class A (a)		606,892
		Real Estate Management &
		Development - 1.01%
	15,880	Alexander & Baldwin, Inc.		675,853
	24,160	CBRE Group, Inc. - Class A (a)		662,709
				1,338,562
		Road & Rail - 0.81%
	10,955	Norfolk Southern Corp.		1,064,497
		Semiconductor & Semiconductor
		Equipment - 1.04%
	7,370	Cavium, Inc. (a)		322,290
	40,585	Intel Corp.		1,047,499
				1,369,789
		Software - 4.46%
	5,660	Autodesk, Inc. (a)		278,359
	15,959	CA, Inc.		494,250

Number of Shares			Value
		Software (Continued)
	1,460	Citrix Systems, Inc. (a)	$	83,848
	75,595	Microsoft Corp.		3,098,639
	11,430	Oracle Corp.		467,601
	13,320	Qlik Technologies, Inc. (a)		354,179
	7,420	Red Hat, Inc. (a)		393,111
	6,880	Salesforce.com, Inc. (a)(b)		392,779
	5,680	ServiceNow, Inc. (a)		340,346
				5,903,112
		Specialty Retail - 2.53%
	7,910	Home Depot, Inc.		625,918
	5,680	Signet Jewelers Ltd. (b)		601,285
	33,711	Staples, Inc.		382,283
	21,500	The TJX Companies, Inc.		1,303,975
	6,410	Williams Sonoma, Inc.		427,162
				3,340,623
		Textiles, Apparel & Luxury Goods - 1.67%
	9,524	Coach, Inc.		472,962
	27,960	VF Corp.		1,730,165
				2,203,127
		Tobacco - 1.44%
	23,240	Philip Morris International, Inc.		1,902,659
		Trading Companies & Distributors - 0.24%
	16,345	Aircastle Ltd.		316,766
		Wireless Telecommunication Services - 0.80%
	18,320	Rogers Communications, Inc. - Class B		759,181
	7,982	Vodafone Group Plc - ADR		293,817
				1,052,998
		Total Common Stocks (Cost $98,473,827)		126,582,594
		REAL ESTATE INVESTMENT TRUSTS - 1.41%
		Real Estate Investment Trusts - 1.41%
	97,575	iStar Financial, Inc. (a)		1,440,207
	18,020	Starwood Property Trust, Inc.		425,092
		Total Real Estate Investment Trusts (Cost $1,108,439)		1,865,299
		SHORT TERM INVESTMENTS - 2.22%
		Money Market Funds - 2.22%
	2,938,513	Federated Prime Obligations Fund		2,938,513
		Total Short Term Investments (Cost $2,938,513)		2,938,513

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 6.81%
		Money Market Funds - 6.81%
	8,998,359	First American Government Obligations Fund	$	8,998,359
		Total Investments Purchased as Securities Lending Collateral (Cost $8,998,359)		8,998,359
		Total Investments (Cost $111,519,138) - 106.17%		140,384,765
		Liabilities in Excess of Other Assets - (6.17)%		(8,155,319	)
		TOTAL NET ASSETS - 100.00%	$	132,229,446

Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt

(a)	Non-income producing security.
(b)	All or portion of this security is on loan.

See notes to financial statements.

GuideMark^SMGlobal Real Return Fund

SCHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		INVESTMENT COMPANIES - 99.44%
		Exchange Traded Funds - 99.44%
	26,185	Energy Select Sector SPDR Fund (a)	$	2,332,036
	17,581	Market Vectors Gold Miners ETF (a)		414,912
	11	PowerShares DB Agriculture Fund (b)		312
	540,822	PowerShares DB Commodity Index Tracking Fund (a)(b)		14,131,679
	76,566	PowerShares Global Agriculture Portfolio (a)		2,336,794
	180,698	SPDR Barclays TIPS ETF (a)		10,043,195
	97,149	SPDR DB International Government Inflation-Protected Bond ETF		5,837,683
	197,618	SPDR Dow Jones International Real Estate ETF		8,135,933
	94,603	SPDR Dow Jones REIT ETF (a)		7,381,872
	56,592	SPDR Metals and Mining ETF (a)		2,361,584
	449,584	SPDR S&P Global Natural Resources ETF (a)(c)		22,632,059
	57,734	SPDR S&P International Energy Sector ETF (a)		1,534,627
				77,142,686
		Total Investment Companies (Cost $74,599,554)		77,142,686

Number of Shares			Value
		SHORT TERM INVESTMENTS - 0.68%
		Money Market Funds - 0.68%
	531,056	Federated Prime Obligations Fund	$	531,056
		Total Short Term Investments (Cost $531,056)		531,056
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 37.26%
		Money Market Funds - 37.26%
	28,902,100	First American Government Obligations Fund		28,902,100
		Total Investments Purchased as Securities Lending Collateral (Cost $28,902,100)		28,902,100
		Total Investments (Cost $104,032,710) - 137.38%		106,575,842
		Liabilities in Excess of Other Assets - (37.38)%		(28,998,929	)
		TOTAL NET ASSETS - 100.00%	$	77,576,913

Percentages are stated as a percent of net assets.
(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	Fair value of this security exceeds 25% of the Fund’s net assets. Additional information for this security, including the financial statements, is available from the SEC’s EDGAR database at www.sec.gov.

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS

March 31, 2014

Principal
Amount			Value
		ASSET BACKED SECURITIES - 7.37%
	105,883	Accredited Mortgage Loan Trust
		Series 2005-3, 0.390%,
		09/25/2035 (a)	$	105,414
		Ally Master Owner Trust
	255,000	Series 2013-1, 1.000%,
		02/15/2018		255,969
	420,000	Series 2013-2, 0.602%,
		04/15/2018 (a)		421,061
	535,000	Series 2012-5, 1.540%,
		09/15/2019		533,313
		American Credit Acceptance
		Receivables Trust
	257,375	Series 2012-3, 1.640%, 11/15/2016
		(Acquired 11/27/2012 and
		06/21/2013, Cost $257,366) (b)		258,035
	201,098	Series 2013-2, 1.320%, 02/15/2017
		(Acquired 07/31/2013,
		Cost $201,092) (b)		201,428
	87,801	Series 2014-1, 1.140%,
		03/12/2018 (Acquired 01/07/2014,
		Cost $87,796) (b)		87,844
	211,474	Series 2013-1, 1.450%, 04/16/2018
		(Acquired 03/20/2013 and
		02/27/2014, Cost $211,483) (b)		212,384
		AmeriCredit Automobile
		Receivables Trust
	250,451	Series 2013-4, 0.740%,
		11/08/2016		250,792
	315,000	Series 2012-5, 1.120%,
		11/08/2017		316,296
	500,000	Apidos CDO
		Series 2013-12A, 1.339%,
		04/15/2025 (Acquired 03/15/2013,
		Cost $500,000) (a)(b)		491,898
	138,828	ARI Fleet Lease Trust
		Series 2012-B, 0.452%, 01/15/2021
		(Acquired 10/16/2012,
		Cost $138,828) (a)(b)		138,700
	500,000	Atrium IX
		Series 9-A, 1.533%, 02/28/2024
		(Acquired 01/24/2013,
		Cost $500,000) (a)(b)		495,792

Principal
Amount			Value
		ASSET BACKED SECURITIES (Continued)
	500,000	Atrium X
		Series 10-A, 1.349%, 07/16/2025
		(Acquired 04/25/2013,
		Cost $499,250) (a)(b)	$	493,920
	360,000	Avery Point CLO Ltd.
		1.754%, 04/25/2026
		(Acquired 03/19/2014,
		Cost $360,000) (a)(b)(i)		360,000
	825,000	Babson CLO Ltd.
		Series 2013-IA, 1.337%,
		04/20/2025 (Acquired 05/03/2013,
		Cost $825,000) (a)(b)		811,403
		Capital Auto Receivables Asset Trust
	1,240,000	Series 2013-4, 1.090%,
		03/20/2018		1,238,696
	315,000	Series 2014-1, 1.320%,
		06/20/2018		315,323
	43,017	CarFinance Capital LLC
		Series 2013-1A, 1.650%,
		07/17/2017 (Acquired 05/21/2013,
		Cost $43,016) (b)		43,176
	555,000	Carlyle Global Market Strategies
		Series 2013-3A, 1.359%,
		07/15/2025 (Acquired 06/10/2013,
		Cost $553,835) (a)(b)		547,935
	235,000	CarMax Auto Owner Trust
		Series 2013-3, 1.490%,
		01/15/2019		236,845
	325,000	Cent CLO LP
		Series 2013-20A, 1.724%,
		01/25/2026 (Acquired 12/18/2013,
		Cost $325,000) (a)(b)		325,003
	365,000	CIFC Funding Ltd.
		Series 2013-1A, 1.387%, 04/16/2025
		(Acquired 02/22/2013,
		Cost $365,000) (a)(b)		360,167
	2,190,000	Citibank Credit Card Issuance Trust
		Series 2013-A3, 1.110%,
		07/23/2018		2,200,873
	67,055	Conseco Finance Securitizations Corp.
		Series 2000-4, 8.310%,
		05/01/2032		49,050

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		ASSET BACKED SECURITIES (Continued)
	46,541	Countrywide Asset-Backed Certificates
		Series 2005-4, 4.456%,
		10/25/2035 (a)	$	46,760
		CPS Auto Receivables Trust
	331,719	Series 2013-C, 1.640%, 04/16/2018
		(Acquired 09/24/2013,
		Cost $331,680) (b)		333,322
	113,692	Series 2013-D, 1.540%, 07/16/2018
		(Acquired 12/10/2013,
		Cost $113,681) (b)		114,188
	120,000	Series 2014-A, 1.210%, 08/15/2018
		(Acquired 03/10/2014,
		Cost $119,988) (b)		120,036
	174,992	Series 2013-A, 1.310%, 06/15/2020
		(Acquired 03/12/2013,
		Cost $174,969) (b)		174,735
		CPS Auto Trust
	88,496	Series 2012-C, 1.820%, 12/16/2019
		(Acquired 09/11/2012,
		Cost $88,493) (b)		89,208
	137,635	Series 2012-D, 1.480%, 03/16/2020
		(Acquired 12/07/2012,
		Cost $137,618) (b)		138,110
	501,116	Series 2013-B, 1.820%, 09/15/2020
		(Acquired 06/13/2013,
		Cost $501,107) (b)		502,384
		Credit Acceptance Auto Loan Trust
	265,000	Series 2011-1B, 3.960%, 09/15/2019
		(Acquired 02/07/2013,
		Cost $272,031) (b)		269,241
	356,000	Series 2012-2, 1.520%, 03/16/2020
		(Acquired 09/11/2012,
		Cost $355,938) (b)		357,982
	425,000	Dryden XXVI Senior Loan Fund
		Series 2013-26A, 1.326%,
		07/15/2025 (Acquired 02/20/2013,
		Cost $425,000) (a)(b)		417,886
	147,527	DT Auto Owner Trust
		Series 2014-1, 0.660%, 07/17/2017
		(Acquired 01/14/2014,
		Cost $147,524) (b)		147,568
	70,656	Education Funding Capital Trust I
		Series 2004-1, 0.393%,
		12/15/2022 (a)		70,630

Principal
Amount			Value
		ASSET BACKED SECURITIES (Continued)
	215,000	Enterprise Fleet Financing LLC
		Series 2012-1, 1.410%, 11/20/2017
		(Acquired 11/02/2012,
		Cost $216,112) (b)	$	216,252
	403,976	First Investors Auto Owner Trust
		Series 2013-2A, 1.230%,
		03/15/2019 (Acquired 06/13/2013,
		Cost $403,928) (b)		405,273
		Ford Credit Auto Lease Trust
	650,000	Series 2013-A, 0.600%,
		03/15/2016		650,888
	580,000	Series 2014-A, 0.900%,
		06/15/2017		579,303
	100,000	GCO Education Loan Funding Trust
		Series 2006-1, 0.465%,
		05/25/2036 (a)		88,258
	210,000	Hertz Fleet Lease Funding LP
		Series 2013-3, 0.700%, 12/10/2027
		(Acquired 11/20/2013,
		Cost $210,000) (a)(b)		210,533
		HLSS Servicer Advance Receivables
		Backed Note
	435,000	Series 2013-T3, 1.793%, 05/15/2046
		(Acquired 05/17/2013 and
		08/28/2013, Cost $431,753) (b)		428,313
	370,000	Series 2013-T1, 1.495%,
		01/16/2046 (Acquired 01/16/2013
		through 01/29/2014,
		Cost $370,868) (b)		369,763
	175,000	Series 2013-T1, 2.289%,
		01/15/2048 (Acquired 01/16/2013,
		Cost $175,000) (b)		173,384
	585,000	Hyundai Auto Receivables Trust
		Series 2014-A, 0.790%,
		07/16/2018		584,049
	395,000	ING Investment Management Co.
		Series 2013-3A, 1.686%,
		01/18/2026 (Acquired 11/26/2013,
		Cost $395,000) (a)(b)		394,400
	390,000	Limerock CLO
		Series 2014-2A, 1.735%,
		04/18/2026 (Acquired 02/26/2014,
		Cost $389,581) (a)(b)		390,389

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		ASSET BACKED SECURITIES (Continued)
	575,000	Madison Park Funding XI Ltd.
		Series 2013-11A, 1.600%,
		10/23/2025 (Acquired 08/16/2013,
		Cost $574,425) (a)(b)	$	570,984
	525,000	Mercedes Benz Auto Lease Trust
		Series 2013-B, 0.760%,
		07/15/2019		525,084
	477,641	Morgan Stanley
		Series 2003-N, 1.174%,
		10/25/2033 (a)		451,586
	285,000	Neuberger Berman CLO Ltd.
		Series 2014-16A, 1.741%,
		04/15/2026 (Acquired 02/11/2014,
		Cost $283,803) (b)		284,823
	53,210	Northstar Education Finance, Inc.
		Series 2005-1, 0.335%,
		10/28/2026 (a)		53,243
	425,000	Northwoods Capital X Ltd.
		Series 2013-10A, 1.637%,
		11/04/2025 (Acquired 09/12/2013,
		Cost $422,790) (a)(b)		424,333
	280,000	Oak Hill Credit Partners
		Series 2013-8A, 1.357%,
		04/20/2025 (Acquired 04/17/2013,
		Cost $280,000) (a)(b)		276,005
	410,000	Octagon Investment Partners XVI Ltd.
		Series 2013-1A, 1.358%, 07/17/2025
		(Acquired 05/15/2013,
		Cost $409,344) (a)(b)		404,228
	450,000	OZLM Funding Ltd.
		Series 2013-5A, 1.778%, 01/17/2026
		(Acquired 11/22/2013,
		Cost $449,775) (a)(b)		450,471
		Prestige Auto Receivables Trust
	220,000	Series 2013-1A, 1.330%,
		05/15/2019 (Acquired 04/03/2013,
		Cost $219,948) (b)		220,346
	120,000	Series 2014-1A, 1.520%,
		04/15/2020 (Acquired 03/18/2014,
		Cost $119,993) (b)		119,738
	695,000	Race Point VIII CLO Ltd.
		Series 2013-8, 1.485%,
		02/20/2025 (Acquired 02/06/2013,
		Cost $695,000) (a)(b)		690,615

Principal
Amount			Value
		ASSET BACKED SECURITIES (Continued)
	137,759	Residential Asset Mortgage
		Products, Inc.
		Series 2004-R, 0.634%,
		03/25/2034 (a)	$	133,678
	290,000	Santander Drive Auto
		Receivables Trust
		Series 2012-5, 1.560%,
		08/15/2018		292,511
	75,268	SNAAC Auto Receivables Trust
		Series 2013-1A, 1.140%,
		07/16/2018 (Acquired 04/02/2013,
		Cost $75,265) (b)		75,428
	225,000	Springleaf Funding Trust
		Series 2014-AA, 2.410%,
		12/15/2022 (Acquired 03/19/2014,
		Cost $224,963) (b)(i)		225,000
	92,553	U.S. Education Loan Trust, LLC
		Series 2006-1, 0.366%, 03/01/2025
		(Acquired 08/06/2010,
		Cost $90,470) (a)(b)		92,300
		Westlake Automobile
		Receivables Trust
	36,463	Series 2012-1, 1.030%, 03/15/2016
		(Acquired 09/19/2012,
		Cost $36,462) (b)		36,497
	245,000	Series 2013-1, 1.120%,
		01/15/2018 (Acquired 09/18/2013,
		Cost $244,973) (b)		245,969
		Total Asset Backed Securities
		(Cost $23,643,775)		23,597,011
		COLLATERALIZED MORTGAGE
		OBLIGATIONS - 5.12%
	160,000	Aventura Mall Trust
		Series 2013-AVM, 3.867%,
		12/05/2032 (Acquired 12/10/2013,
		Cost $165,310) (a)(b)		166,925
		Banc of America Commercial
		Mortgage Trust
	230,000	Series 2006-2, 5.919%,
		05/10/2045 (a)		249,125
	6,671	Series 2007-5, 5.620%,
		02/10/2051		6,663

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
	150,000	BB-UBS Trust
		Series 2012-SHOW, 3.430%,
		11/07/2036 (Acquired 12/05/2012,
		Cost $155,979) (b)	$	144,060
		Bear Stearns Commercial Mortgage
		Securities Trust
	160,000	Series 2006-PW14, 5.201%,
		12/11/2038		174,739
	225,000	Series 2005-PW10, 5.405%,
		12/11/2040 (a)		236,262
	3,250,000	Series 2006-PW13, 5.540%,
		09/11/2041		3,527,888
	125,864	Chase Mortgage Financial Trust
		Series 2007-A1, 2.667%,
		02/25/2037 (a)		120,639
		Citigroup Commercial Mortgage Trust
	190,000	Series 2013-GC17, 4.131%,
		11/10/2046		198,620
	265,000	Series 2014-GC19, 4.023%,
		03/10/2047		273,583
	87,332	Series 2006-C4, 5.783%,
		03/15/2049 (a)		94,567
		COMM Mortgage Trust
	120,000	Series 2013-300P, 4.353%,
		08/12/2030 (Acquired 08/15/2013,
		Cost $122,747) (b)		128,072
	110,000	Series 2013-LC6, 2.941%,
		01/10/2046 (a)		105,839
	265,000	Series 2014-UBS2, 3.961%,
		03/10/2047		272,796
	240,000	Commercial Mortgage Loan Trust
		Series 2008-LS1, 6.213%,
		12/10/2049 (a)		266,354
	95,000	Commercial Mortgage Pass-Through
		Certificate
		Series 2012-CCRE3, 2.822%,
		10/17/2045		91,181
		Countrywide Home Loans, Inc.
	27,400	Series 2004-HYB6, 2.527%,
		11/20/2034 (a)		26,081
	125,842	Series 2005-11, 0.754%,
		03/25/2035 (a)		111,899

Principal
Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
	120,745	Credit Suisse Commercial
		Mortgage Trust
		Series 2006-C4, 5.467%,
		09/15/2039	$	131,002
	407,763	Credit Suisse First Boston Mortgage
		Securities Corp.
		Series 2005-C1, 5.014%,
		02/18/2038		416,672
	130,000	DBUBS Mortgage Trust
		Series 2011-LC1, 5.002%,
		11/13/2046 (Acquired 05/13/2013,
		Cost $151,777) (b)		145,411
	400,000	Four Times Square Trust
		Series 2006-4TS, 5.401%,
		12/13/2028 (Acquired 11/06/2012,
		Cost $459,533) (b)		450,946
		GS Mortgage Securities Corp.
	145,000	Series 2012-ALOH, 3.551%,
		04/12/2034 (Acquired 03/08/2013,
		Cost $150,577) (b)		146,498
	685,000	Series 2012-GCJ7, 3.377%,
		05/12/2045		694,338
		GS Mortgage Securities Corp. II
	145,000	Series 2012-BWTR, 2.954%,
		11/07/2034 (Acquired 12/11/2012,
		Cost $148,095) (b)		138,521
	424,356	Series 2005-GG4, 4.751%,
		07/10/2039		436,487
	130,000	GS Mortgage Securities Trust
		Series 2013-GC14, 4.243%,
		08/10/2046		137,385
	125,000	GSMS Mortgage Securities Trust
		Series 2014-GC20, 3.998%,
		04/10/2047 (i)		128,750
	110,000	Hilton USA Trust
		Series 2013-HLT, 2.662%,
		11/07/2030 (Acquired 11/22/2013,
		Cost $110,000) (b)		110,483
	1,205,000	JPMBB Commercial Mortgage
		Securities Trust
		Series 2013-C12, 3.157%,
		07/15/2045		1,223,406

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
		JPMorgan Commercial Mortgage
		Securities Trust
	145,000	Series 2012-WLDN, 3.905%,
		05/05/2030 (Acquired 05/07/2013
		and 06/25/2013,
		Cost $146,507) (b)	$	146,515
	130,000	Series 2012-HSBC, 3.093%,
		07/08/2032 (Acquired 03/11/2013,
		Cost $131,961) (b)		127,609
	415,000	Series 2005-LDP2, 4.738%,
		07/15/2042		429,172
		Lehman Brothers-UBS Commercial
		Mortgage Trust
	240,675	Series 2006-C4, 5.833%,
		06/15/2038 (a)		262,465
	625,000	Series 2007-C1, 5.424%,
		02/15/2040		686,658
	53,553	Series 2007-C2, 5.430%,
		02/15/2040		59,068
	243,145	Series 2007-C6, 5.858%,
		07/15/2040 (a)		261,089
	280,000	Merrill Lynch Mortgage Trust
		Series 2006-C1, 5.863%,
		05/12/2039 (a)		302,187
	301,782	ML-CFC Commercial
		Mortgage Trust
		Series 2007-5, 5.378%,
		08/12/2048		326,904
	160,000	Morgan Stanley
		Series 2007-IQ14, 5.692%,
		04/15/2049 (a)		177,096
	165,000	Morgan Stanley Capital I Trust
		Series 2007-IQ16, 5.809%,
		12/12/2049		183,803
	130,000	OBP Depositor LLC Trust
		Series 2010-OBP, 4.646%,
		07/17/2045 (Acquired 08/15/2012,
		Cost $148,401) (b)		143,135
		Springleaf Mortgage Loan Trust
	189,880	Series 2013-1A, 1.270%,
		06/25/2058 (Acquired 04/03/2013,
		Cost $189,865) (a)(b)		189,612

Principal
Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
	325,605	Series 2013-2, 1.780%,
		12/25/2065 (Acquired 07/03/2013,
		Cost $322,301) (a)(b)	$	325,859
	155,171	Series 2013-2, 3.520%, 12/25/2065
		(Acquired 07/03/2013,
		Cost $149,465) (a)(b)		155,963
	225,194	TIAA Seasoned Commercial
		Mortgage Trust
		Series 2007-C4, 5.551%,
		08/15/2039 (a)		229,895
		UBS-Barclays Commercial
		Mortgage Trust
	250,000	Series 2012-C4, 2.850%,
		12/10/2045 (a)		238,729
	145,000	Series 2012-C2, 3.525%,
		05/10/2063		146,141
	280,000	Wachovia Bank Commercial
		Mortgage Trust
		Series 2005-C18, 4.935%,
		04/15/2042		287,792
		Wells Fargo-RBS Commercial
		Mortgage Trust
	115,000	Series 2011-C2, 4.869%,
		02/15/2044 (Acquired 05/09/2013
		and 09/19/2013,
		Cost $129,814) (a)(b)		126,874
	180,000	Series 2011-C3, 4.375%,
		03/17/2044 (Acquired 11/29/2012,
		Cost $203,296) (b)		192,953
	805,000	Series 2014-C19, 3.660%,
		03/15/2047		830,958
	200,000	Series 2014-C19, 4.101%,
		03/15/2047		207,368
		Total Collateralized Mortgage
		Obligations (Cost $16,409,296)		16,393,037
		CORPORATE OBLIGATIONS - 39.34%
		Aerospace & Defense - 0.54%
	405,000	Precision Castparts Corp.
		0.700%, 12/20/2015		405,654
	1,300,000	United Technologies Corp.
		1.800%, 06/01/2017		1,322,741
				1,728,395

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Agricultural Products - 0.05%
	175,000	Cargill, Inc.
		4.100%, 11/01/2042 (Acquired
		10/24/2012, Cost $174,669) (b)	$	161,917
		Auto Parts & Equipment - 0.19%
	610,000	Delphi Corp.
		4.150%, 03/15/2024		610,497
		Banks - 6.42%
		Bank of America Corp.
	550,000	2.600%, 01/15/2019		552,788
	535,000	7.625%, 06/01/2019		659,187
	175,000	5.875%, 01/05/2021		202,199
	640,000	4.100%, 07/24/2023		650,413
	210,000	4.000%, 04/01/2024		210,181
	500,000	6.110%, 01/29/2037		560,986
	110,000	7.750%, 05/14/2038		145,502
	1,185,000	5.000%, 01/21/2044 (c)		1,214,470
	705,000	Bank of Nova Scotia
		0.750%, 10/09/2015		707,179
	300,000	Barclays Bank Plc
		2.500%, 02/20/2019		300,867
	400,000	BNP Paribas SA
		2.375%, 09/14/2017		410,032
		BPCE SA
	415,000	2.500%, 12/10/2018		417,437
	220,000	5.150%, 07/21/2024 (Acquired
		01/13/2014, Cost $219,593) (b)		219,298
	805,000	Branch Banking & Trust Co.
		1.450%, 10/03/2016		814,563
	750,000	Canadian Imperial Bank of Commerce
		2.350%, 12/11/2015		772,124
		Citigroup, Inc.
	350,000	5.000%, 09/15/2014		356,818
	535,000	1.700%, 07/25/2016		541,381
	180,000	4.450%, 01/10/2017		194,532
	1,115,000	8.500%, 05/22/2019		1,422,137
	325,000	3.875%, 10/25/2023		323,340
	125,000	6.125%, 08/25/2036		137,184
	285,000	6.675%, 09/13/2043		334,905
	285,000	Cooperatieve Centrale Raiffeisen-
		Boerenleenbank BA
		2.125%, 10/13/2015		291,885

Principal
Amount			Value
		Banks (Continued)
	760,000	Glitnir Bank
		6.693%, 06/15/2016 (Acquired
		06/14/2006 and 06/21/2006,
		Cost $758,848) (a)(d)(e)	$	3,952
	400,000	HSBC Holdings Plc
		6.800%, 06/01/2038		493,094
		JPMorgan Chase & Co.
	260,000	1.350%, 02/15/2017		259,971
	415,000	4.250%, 10/15/2020		444,382
	400,000	4.500%, 01/24/2022		431,946
	130,000	3.375%, 05/01/2023		123,298
	280,000	5.625%, 08/16/2043		302,190
	250,000	Kaupthing Bank Hf
		7.125%, 05/19/2016 (Acquired
		05/12/2006, Cost $248,680) (d)(e)		5,313
	230,000	KeyCorp
		5.100%, 03/24/2021		257,106
		PNC Funding Corp.
	495,000	4.250%, 09/21/2015		519,812
	535,000	3.300%, 03/08/2022		539,447
		Royal Bank of Canada
	375,000	1.150%, 03/13/2015		378,118
	970,000	0.625%, 12/04/2015		970,964
	230,000	Royal Bank of Scotland Group Plc
		2.550%, 09/18/2015		234,962
	625,000	SunTrust Banks, Inc.
		3.500%, 01/20/2017		660,274
		The Bank of Tokyo-
		Mitsubishi UFJ Ltd.
	200,000	2.300%, 03/10/2019
		(Acquired 03/04/2014,
		Cost $199,680) (b)		199,567
	200,000	3.750%, 03/10/2024
		(Acquired 03/04/2014,
		Cost $199,570) (b)		201,661
	295,000	Toronto-Dominion Bank
		2.625%, 09/10/2018		302,452
		U.S. Bancorp
	730,000	1.650%, 05/15/2017		739,453
	570,000	1.950%, 11/15/2018		568,581

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Banks (Continued)
		Wells Fargo & Co.
	400,000	2.150%, 01/15/2019	$	399,515
	155,000	3.450%, 02/13/2023		150,725
	445,000	4.125%, 08/15/2023		451,052
	80,000	5.375%, 11/02/2043		84,590
	341,000	5.606%, 01/15/2044		370,482
				20,532,315
		Beverages - 0.40%
	1,270,000	Diageo Capital Plc
		1.500%, 05/11/2017		1,279,487
		Biotechnology - 0.55%
	375,000	Amgen, Inc.
		4.950%, 10/01/2041		380,029
	270,000	Celgene Corp.
		5.250%, 08/15/2043		289,854
	230,000	Genzyme Corp.
		5.000%, 06/15/2020		257,960
		Gilead Sciences, Inc.
	155,000	3.700%, 04/01/2024		155,387
	640,000	4.800%, 04/01/2044		661,444
				1,744,674
		Capital Markets - 3.52%
	355,000	Ameriprise Financial, Inc.
		4.000%, 10/15/2023		366,965
	2,210,000	Bear Stearns Companies, Inc.
		7.250%, 02/01/2018		2,633,023
		Goldman Sachs Group, Inc.
	835,000	5.950%, 01/18/2018		946,439
	125,000	5.750%, 01/24/2022		141,966
	510,000	4.000%, 03/03/2024		508,771
	290,000	6.750%, 10/01/2037		333,239
		Morgan Stanley
	605,000	1.750%, 02/25/2016		613,091
	350,000	5.950%, 12/28/2017		399,873
	150,000	2.125%, 04/25/2018		149,816
	525,000	2.500%, 01/24/2019		524,128
	70,000	4.875%, 11/01/2022		73,684
	570,000	3.750%, 02/25/2023		567,449
	1,130,000	State Street Corp.
		2.875%, 03/07/2016		1,176,865

Principal
Amount			Value
		Capital Markets (Continued)
		The Bank of New York Mellon Corp.
	985,000	2.300%, 07/28/2016	$	1,018,534
	880,000	2.200%, 03/04/2019		878,489
	805,000	Wachovia Corp.
		5.750%, 02/01/2018		922,517
				11,254,849
		Chemicals - 0.43%
		Dow Chemical Co.
	445,000	4.250%, 11/15/2020		472,065
	315,000	3.000%, 11/15/2022		299,985
	595,000	LYB International Finance BV
		4.000%, 07/15/2023		607,979
				1,380,029
		Commercial Services & Supplies - 0.22%
	650,000	International Lease Finance Corp.
		5.750%, 05/15/2016		700,784
		Communications Equipment - 0.18%
	590,000	Cisco Systems Inc.
		1.100%, 03/03/2017		591,625
		Computers & Peripherals - 0.63%
	1,075,000	Apple, Inc.
		2.400%, 05/03/2023		998,830
	800,000	EMC Corp.
		1.875%, 06/01/2018		800,263
	200,000	Hewlett-Packard Co.
		3.000%, 09/15/2016		208,937
				2,008,030
		Consumer Finance - 2.25%
	457,000	American Express Co.
		4.050%, 12/03/2042		421,200
		American Express Credit Corp.
	1,305,000	1.750%, 06/12/2015		1,323,492
	535,000	1.300%, 07/29/2016		539,473
	1,185,000	Capital One Financial Corp.
		2.150%, 03/23/2015		1,203,115
		Caterpillar Financial Services Corp.
	550,000	1.100%, 05/29/2015		553,892
	715,000	1.625%, 06/01/2017		721,418
		John Deere Capital Corp.
	565,000	1.050%, 10/11/2016		567,319
	675,000	1.300%, 03/12/2018		665,853

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Consumer Finance (Continued)
	565,000	PACCAR Financial Corp.
		1.150%, 08/16/2016	$	568,633
	605,000	Toyota Motor Credit Corp.
		2.050%, 01/12/2017		621,435
				7,185,830
		Diversified Financial Services - 1.42%
		Ford Motor Credit Co. LLC
	325,000	2.750%, 05/15/2015		331,718
	200,000	5.875%, 08/02/2021 (c)		230,476
		General Electric Capital Corp.
	200,000	4.625%, 01/07/2021		220,527
	210,000	5.300%, 02/11/2021		236,540
	310,000	4.650%, 10/17/2021		340,998
	950,000	3.150%, 09/07/2022		940,307
	685,000	5.875%, 01/14/2038		810,312
	450,000	Hutchison Whampoa International Ltd.
		3.500%, 01/13/2017 (Acquired
		09/06/2012, Cost $466,441) (b)		473,880
	585,000	National Rural Utilities Cooperative
		Finance Corp.
		5.450%, 04/10/2017		655,473
	300,000	NCUA Guaranteed Notes
		Series 2011-M1, 3.000%, 06/12/2019		315,342
				4,555,573
		Diversified Manufacturing - 0.41%
	575,000	Cooper U.S., Inc.
		3.875%, 12/15/2020		602,232
		Tyco Electronics Group SA
	230,000	1.600%, 02/03/2015		232,253
	405,000	6.550%, 10/01/2017		468,704
				1,303,189
		Diversified Telecommunication
		Services - 1.17%
	805,000	AT&T, Inc.
		0.800%, 12/01/2015		805,860
		Verizon Communications, Inc.
	235,000	3.650%, 09/14/2018		250,423
	250,000	3.500%, 11/01/2021		252,163
	1,225,000	5.150%, 09/15/2023		1,343,073
	515,000	6.400%, 09/15/2033		613,239
	400,000	6.550%, 09/15/2043		488,534
				3,753,292

Principal
Amount			Value
		Electric Utilities - 0.84%
	100,000	American Electric Power Co., Inc.
		1.650%, 12/15/2017	$	99,451
	355,000	Duke Energy Corp.
		3.550%, 09/15/2021		363,188
	160,000	Duke Energy Indiana, Inc.
		4.900%, 07/15/2043		172,231
	100,000	Massachusetts Electric Co.
		5.900%, 11/15/2039
		(Acquired 07/09/2013,
		Cost $114,439) (b)		118,075
	325,000	Nevada Power Co.
		5.875%, 01/15/2015		338,521
	150,000	Progress Energy, Inc.
		3.150%, 04/01/2022		147,607
	535,000	PSI Energy, Inc.
		6.050%, 06/15/2016		593,200
	285,000	Sierra Pacific Power Co.
		3.375%, 08/15/2023		283,307
	485,000	Union Electric Co.
		6.700%, 02/01/2019		581,313
				2,696,893
		Energy Equipment & Services - 0.37%
	770,000	Halliburton Co.
		3.250%, 11/15/2021		784,716
	335,000	Pride International, Inc.
		6.875%, 08/15/2020		400,446
				1,185,162
		Engineering Construction - 0.12%
	400,000	ABB Finance USA, Inc.
		2.875%, 05/08/2022		389,684
		Food & Staples Retailing - 0.32%
	300,000	CVS Caremark Corp.
		6.250%, 06/01/2027		367,512
	265,000	Walgreen Co.
		3.100%, 09/15/2022		255,053
	300,000	Wal-Mart Stores, Inc.
		6.500%, 08/15/2037		389,751
				1,012,316
		Food Products - 0.28%
		ConAgra Foods, Inc.
	85,000	1.350%, 09/10/2015		85,660
	200,000	3.200%, 01/25/2023 (c)		191,377

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Food Products (Continued)
		Kraft Foods Group, Inc.
	295,000	1.625%, 06/04/2015	$	298,397
	325,000	3.500%, 06/06/2022		327,537
				902,971
		Health Care Equipment & Supplies - 0.69%
	630,000	Baxter International Inc.
		1.850%, 06/15/2018		627,048
	480,000	Becton, Dickinson & Co.
		3.250%, 11/12/2020		492,749
	375,000	Covidien International Finance SA
		2.800%, 06/15/2015		384,551
	680,000	St. Jude Medical, Inc.
		2.500%, 01/15/2016		697,918
				2,202,266
		Health Care Providers & Services - 1.47%
		Aetna Inc.
	130,000	2.200%, 03/15/2019		129,053
	445,000	4.750%, 03/15/2044		453,441
	550,000	Cardinal Health, Inc.
		3.200%, 03/15/2023		535,781
		Express Scripts Holding Co.
	325,000	3.125%, 05/15/2016		338,764
	50,000	3.500%, 11/15/2016 (c)		52,973
	730,000	Humana, Inc.
		3.150%, 12/01/2022		695,787
	320,000	McKesson Corp.
		1.292%, 03/10/2017		319,431
		UnitedHealth Group, Inc.
	490,000	1.625%, 03/15/2019		477,156
	305,000	3.950%, 10/15/2042		277,230
		WellPoint, Inc.
	875,000	4.350%, 08/15/2020		931,141
	325,000	3.125%, 05/15/2022		311,564
	150,000	5.850%, 01/15/2036		170,222
				4,692,543
		Industrial Conglomerates - 0.20%
	555,000	Koninklijke Philips Electronics NV
		5.750%, 03/11/2018		632,726
		Insurance - 1.69%
	225,000	American International Group, Inc.
		4.125%, 02/15/2024		230,228

Principal
Amount			Value
		Insurance (Continued)
	565,000	Berkshire Hathaway Finance Corp.
		0.950%, 08/15/2016	$	568,241
	605,000	CNA Financial Corp.
		7.350%, 11/15/2019		742,832
	430,000	Liberty Mutual Group, Inc.
		5.000%, 06/01/2021
		(Acquired 04/16/2012,
		Cost $434,566) (b)		463,478
	220,000	Lincoln National Corp.
		4.000%, 09/01/2023		224,157
	1,365,000	Loews Corp.
		5.250%, 03/15/2016		1,478,265
		Marsh & McLennan Cos., Inc.
	100,000	2.300%, 04/01/2017		102,260
	200,000	4.050%, 10/15/2023		202,487
	405,000	MetLife, Inc.
		4.368%, 09/15/2023		432,188
	425,000	New York Life Global Funding
		3.000%, 05/04/2015
		(Acquired 03/19/2012,
		Cost $432,931) (b)		436,095
	105,000	Prudential Financial, Inc.
		5.100%, 08/15/2043		110,592
	405,000	Trinity Acquisition Plc
		4.625%, 08/15/2023		413,806
				5,404,629
		Internet Software & Services - 0.16%
	520,000	eBay, Inc.
		1.350%, 07/15/2017		520,266
		IT Services - 0.15%
	495,000	Mastercard, Inc.
		3.375%, 04/01/2024		495,233
		Machinery - 0.44%
	615,000	Cummins, Inc.
		3.650%, 10/01/2023		624,712
		Eaton Corp.
	450,000	5.600%, 05/15/2018		507,308
	290,000	2.750%, 11/02/2022		275,042
				1,407,062
		Media - 1.59%
	175,000	CBS Corp.
		7.875%, 07/30/2030		229,948

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Media (Continued)
		Comcast Corp.
	1,040,000	5.875%, 02/15/2018	$	1,191,860
	250,000	2.850%, 01/15/2023 (c)		241,486
	265,000	COX Communications, Inc.
		2.950%, 06/30/2023
		(Acquired 04/24/2013,
		Cost $263,834) (b)(c)		242,330
		DIRECTV Holdings, LLC
	625,000	3.800%, 03/15/2022 (c)		619,514
	285,000	6.350%, 03/15/2040		309,886
	275,000	News America, Inc.
		4.500%, 02/15/2021		298,827
		Time Warner Cable, Inc.
	246,000	5.850%, 05/01/2017		276,768
	250,000	6.750%, 07/01/2018		293,332
	40,000	5.000%, 02/01/2020		43,740
	100,000	5.500%, 09/01/2041		104,636
		Time Warner, Inc.
	400,000	4.700%, 01/15/2021		438,112
	225,000	7.625%, 04/15/2031		300,564
	135,000	6.500%, 11/15/2036		160,571
		Viacom, Inc.
	165,000	2.200%, 04/01/2019		163,788
	145,000	5.850%, 09/01/2043		159,912
				5,075,274
		Metals & Mining - 0.51%
	420,000	BHP Billiton Finance USA Ltd.
		1.625%, 02/24/2017 (c)		426,331
		Freeport-McMoRan Copper & Gold, Inc.
	70,000	3.100%, 03/15/2020		68,189
	20,000	3.550%, 03/01/2022		19,133
	250,000	3.875%, 03/15/2023		239,488
	430,000	Rio Tinto Finance USA Ltd.
		2.500%, 05/20/2016		444,160
	165,000	Teck Resources Ltd.
		6.000%, 08/15/2040		165,398
		Xstrata Finance Canada Ltd.
	140,000	2.700%, 10/25/2017
		(Acquired 10/18/2012,
		Cost $139,765) (a)(b)		141,814

Principal
Amount			Value
		Metals & Mining (Continued)
	135,000	4.000%, 10/25/2022
		(Acquired 10/18/2012,
		Cost $134,658) (b)	$	131,876
				1,636,389
		Multi-Utilities - 0.72%
	550,000	Dominion Resources, Inc.
		1.400%, 09/15/2017		542,601
	395,000	Sempra Energy
		6.500%, 06/01/2016		439,926
	1,175,000	Xcel Energy, Inc.
		5.613%, 04/01/2017		1,311,092
				2,293,619
		Oil & Gas - 3.91%
	150,000	Anadarko Petroleum Corp.
		8.700%, 03/15/2019		190,348
		BP Capital Markets Plc
	605,000	4.500%, 10/01/2020		659,064
	835,000	2.500%, 11/06/2022		780,032
		Canadian Natural Resources Ltd.
	690,000	3.450%, 11/15/2021		697,395
	105,000	3.800%, 04/15/2024		105,744
	200,000	Cenovus Energy, Inc.
		5.200%, 09/15/2043		210,874
	200,000	CNOOC Finance 2013 Ltd.
		3.000%, 05/09/2023		181,299
	910,000	ConocoPhillips
		6.650%, 07/15/2018		1,080,512
		Energy Transfer Partners LP
	803,000	8.500%, 04/15/2014		804,566
	505,000	4.150%, 10/01/2020		521,865
	175,000	5.200%, 02/01/2022		189,211
	150,000	5.950%, 10/01/2043		161,994
	690,000	Husky Energy, Inc.
		3.950%, 04/15/2022		709,167
	150,000	Kinder Morgan Energy Partners LP
		3.500%, 03/01/2021		149,636
	365,000	LUKOIL International Finance B.V.
		3.416%, 04/24/2018
		(Acquired 04/17/2013,
		Cost $365,000) (b)		355,966

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Oil & Gas (Continued)
		Nexen, Inc.
	100,000	5.875%, 03/10/2035	$	109,475
	100,000	7.500%, 07/30/2039		130,445
		Petrobras International Finance Co.
	260,000	3.500%, 02/06/2017		263,459
	280,000	7.875%, 03/15/2019		320,756
	310,000	5.375%, 01/27/2021		315,059
	250,000	6.875%, 01/20/2040		248,873
	325,000	Petroleos Mexicanos
		8.000%, 05/03/2019		398,125
		Phillips 66
	330,000	1.950%, 03/05/2015		333,922
	545,000	4.300%, 04/01/2022		577,149
	960,000	Schlumberger Investment SA
		3.650%, 12/01/2023		975,678
	925,000	Shell International Finance BV
		0.625%, 12/04/2015		926,025
	230,000	Spectra Energy Partners LP
		4.600%, 06/15/2021		246,734
	345,000	Statoil ASA
		1.950%, 11/08/2018		345,655
	250,000	Valero Energy Corp.
		9.375%, 03/15/2019		325,662
	180,000	Williams Partners LP
		4.300%, 03/04/2024		181,161
				12,495,851
		Pharmaceuticals - 1.23%
		AbbVie, Inc.
	455,000	1.750%, 11/06/2017		456,834
	330,000	2.900%, 11/06/2022		318,282
	895,000	GlaxoSmithKline Capital Plc
		1.500%, 05/08/2017		900,852
	430,000	Novartis Capital Corp.
		2.900%, 04/24/2015		441,999
		Sanofi-Aventis SA
	875,000	1.250%, 04/10/2018		856,869
	445,000	4.000%, 03/29/2021		478,407
	480,000	Teva Pharmaceutical Finance
		3.000%, 06/15/2015		493,254
				3,946,497

Principal
Amount			Value
		Pipelines - 0.93%
		DCP Midstream Operating LP
	320,000	2.700%, 04/01/2019	$	319,600
	320,000	5.600%, 04/01/2044		335,256
		Enterprise Products Operating LLC
	255,000	3.350%, 03/15/2023		249,212
	490,000	6.125%, 10/15/2039		573,636
	645,000	Spectra Energy Capital LLC
		5.650%, 03/01/2020		714,219
	560,000	TransCanada Pipelines Ltd.
		7.625%, 01/15/2039		784,591
				2,976,514
		Real Estate - 1.84%
	445,000	Boston Properties LP
		3.125%, 09/01/2023		418,396
		Duke Realty LP
	145,000	3.875%, 02/15/2021		145,469
	200,000	4.375%, 06/15/2022		203,977
	285,000	ERP Operating LP
		3.000%, 04/15/2023		269,599
		HCP, Inc.
	250,000	2.625%, 02/01/2020		244,537
	445,000	5.375%, 02/01/2021 (c)		498,934
	75,000	Health Care Property Investments, Inc.
		6.000%, 01/30/2017		84,424
		Health Care REIT, Inc.
	195,000	2.250%, 03/15/2018		195,760
	465,000	4.125%, 04/01/2019		493,195
	430,000	5.250%, 01/15/2022		474,406
		Liberty Property LP
	275,000	5.500%, 12/15/2016		302,877
	25,000	4.125%, 06/15/2022		25,399
	25,000	3.375%, 06/15/2023		23,641
	155,000	Mid-America Apartments LP
		4.300%, 10/15/2023		156,668
	500,000	ProLogis LP
		4.250%, 08/15/2023		509,492
	161,000	Realty Income Corp.
		3.250%, 10/15/2022		153,697
	950,000	Simon Property Group LP
		2.200%, 02/01/2019		948,404
	65,000	UDR, Inc.
		3.700%, 10/01/2020		66,067

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Real Estate (Continued)
		Ventas Realty LP
	260,000	2.000%, 02/15/2018	$	259,646
	150,000	2.700%, 04/01/2020		146,206
	250,000	5.700%, 09/30/2043		283,272
				5,904,066
		Road & Rail - 0.73%
		Burlington Northern Santa Fe LLC
	355,000	7.950%, 08/15/2030		482,662
	275,000	5.150%, 09/01/2043		292,588
		Canadian Pacific Railway Ltd.
	309,000	4.500%, 01/15/2022		328,809
	25,000	4.450%, 03/15/2023		26,497
		CSX Corp.
	895,000	3.700%, 11/01/2023		887,891
	275,000	6.150%, 05/01/2037		329,432
				2,347,879
		Semiconductor & Semiconductor
		Equipment - 1.06%
		Altera Corp.
	245,000	1.750%, 05/15/2017		246,828
	300,000	2.500%, 11/15/2018		300,822
	430,000	Analog Devices, Inc.
		3.000%, 04/15/2016		446,779
	480,000	Applied Materials, Inc.
		2.650%, 06/15/2016		497,987
		Intel Corp.
	960,000	1.350%, 12/15/2017		954,354
	400,000	3.300%, 10/01/2021		409,910
	225,000	TSMC Global Ltd.
		1.625%, 04/03/2018
		(Acquired 03/27/2013,
		Cost $224,849) (b)		218,685
	315,000	Xilinx, Inc.
		2.125%, 03/15/2019		311,609
				3,386,974
		Software - 0.21%
	675,000	Oracle Corp.
		1.200%, 10/15/2017		670,272

Principal
Amount			Value
		Specialty Retail - 0.64%
	260,000	AutoZone, Inc.
		4.000%, 11/15/2020	$	271,416
		Home Depot, Inc.
	285,000	2.700%, 04/01/2023		271,798
	250,000	5.875%, 12/16/2036		302,138
	1,180,000	Lowe’s Cos., Inc.
		3.875%, 09/15/2023		1,218,381
				2,063,733
		Telecommunications - 0.06%
	210,000	SBA Tower Trust
		Series 2013-1-2, 3.598%,
		04/15/2043 (Acquired 04/04/2013,
		Cost $210,000) (b)		205,926
		Thrifts & Mortgage Finance - 0.02%
	60,000	Santander Holdings USA, Inc.
		4.625%, 04/19/2016		64,036
		Tobacco - 0.14%
		Altria Group, Inc.
	34,000	9.700%, 11/10/2018		44,672
	425,000	2.850%, 08/09/2022		399,552
				444,224
		Trucking - 0.14%
		Penske Truck Leasing Co., L.P.
	400,000	3.125%, 05/11/2015
		(Acquired 05/08/2012,
		Cost $399,827) (b)		409,968
	35,000	4.875%, 07/11/2022
		(Acquired 07/16/2013,
		Cost $35,937) (b)		37,138
				447,106
		Wireless Telecommunication Services - 0.50%
	680,000	Rogers Communications, Inc.
		5.000%, 03/15/2044		687,269
	915,000	Vodafone Group Plc
		1.500%, 02/19/2018		900,479
				1,587,748
		Total Corporate Obligations
		(Cost $124,085,867)		125,878,345

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		FOREIGN GOVERNMENT DEBT
		OBLIGATIONS - 0.24%
		Federal Government of Mexico
	222,000	4.750%, 03/08/2044	$	212,010
	300,000	5.750%, 10/12/2110		296,250
	250,000	Republic of Colombia
		4.375%, 07/12/2021		260,625
		Total Foreign Government Debt
		Obligations (Cost $707,105)		768,885
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY - 26.79%
		Federal Home Loan Mortgage Corp.
	442,008	Series 2590, 5.000%,
		03/15/2018		467,330
	800,000	Series K-703, 2.699%,
		05/25/2018 (a)		830,045
	6,637	Pool #E9-9763 4.500%,
		09/01/2018		7,032
	6,151	Pool #E9-9764 4.500%,
		09/01/2018		6,517
	600,000	Series K-705, 2.303%,
		09/25/2018 (a)		611,034
	900,000	Series K-706, 2.323%,
		10/25/2018		916,040
	600,000	Series K-709, 2.086%,
		03/25/2019		601,117
	131,744	Pool #D9-6291 4.500%,
		09/01/2023		140,454
	338,472	Pool #G1-3624 5.000%,
		08/01/2024		366,700
	3,830,553	Pool #J2-5769 3.500%,
		09/01/2028		4,027,973
	410,429	Series 2329, 6.500%,
		06/15/2031		455,804
	207,847	Series 2338, 6.500%,
		07/15/2031		234,081
	351,611	Pool #78-0447 2.375%,
		04/01/2033 (a)		373,399
	261	Pool #A4-3129 5.500%,
		02/01/2036		288
	1,188,429	Pool #C0-3815 3.500%,
		03/01/2042		1,195,814
	924,604	Pool #U9-0688 4.000%,
		05/01/2042		954,043

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	2,116,599	Pool #Q0-9949 3.000%,
		08/01/2042	$	2,047,422
		Federal National Mortgage Association
	528,000	Pool #468123 3.840%,
		05/01/2018		571,655
	2,102	Pool #685505 5.000%,
		05/01/2018		2,240
	1,999	Pool #705709 5.000%,
		05/01/2018		2,130
	1,559,339	Pool #AI4868 4.000%,
		06/01/2026		1,658,241
	1,272,199	Pool #AJ8325 3.000%,
		12/01/2026		1,308,617
	1,349,664	Pool #AB5907 3.000%,
		08/01/2027		1,388,383
	1,698,140	Pool #AQ5095 3.000%,
		11/01/2027		1,747,463
	984,025	Pool #AL2877 3.500%,
		01/01/2028		1,034,336
	223,908	Pool #544859 2.526%,
		08/01/2029 (a)		234,104
	314,816	Pool #786848 7.000%,
		10/01/2031		364,653
	10,584	Pool #727181 5.000%,
		08/01/2033		11,628
	5,360	Pool #730727 5.000%,
		08/01/2033		5,884
	1,502	Pool #741862 5.500%,
		09/01/2033		1,672
	157,171	Pool #MA1689 4.000%,
		12/01/2033		165,350
	2,021	Pool #766197 5.500%,
		02/01/2034		2,235
	343	Pool #776974 5.500%,
		04/01/2034		384
	291,452	Pool #888504 2.193%,
		04/01/2034 (a)		311,018
	12,273	Pool #775776 5.500%,
		05/01/2034		13,587
	301,574	Pool #802783 2.237%,
		10/01/2034 (a)		320,583
	13,150	Pool #781629 5.500%,
		12/01/2034		14,607

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	358	Pool #806098 6.000%,
		12/01/2034	$	399
	197,571	Pool #735504 6.000%,
		04/01/2035		222,487
	12,810	Pool #822815 5.500%,
		04/01/2035		14,123
	12,440	Pool #357850 5.500%,
		07/01/2035		13,827
	11,191	Pool #820242 5.000%,
		07/01/2035		12,272
	2,565	Pool #838452 5.500%,
		09/01/2035		2,850
	11,719	Pool #865854 6.000%,
		03/01/2036		13,083
	24,327	Pool #891474 6.000%,
		04/01/2036		27,185
	20,151	Pool #906000 6.000%,
		01/01/2037		22,467
	177	Pool #928062 5.500%,
		02/01/2037		196
	327	Pool #899119 5.500%,
		04/01/2037		362
	280	Pool #938488 5.500%,
		05/01/2037		310
	426	Pool #970131 5.500%,
		03/01/2038		472
	477	Pool #981313 5.500%,
		06/01/2038		530
	494	Pool #985108 5.500%,
		07/01/2038		548
	226	Pool #964930 5.500%,
		08/01/2038		251
	226	Pool #987032 5.500%,
		08/01/2038		251
	315	Pool #968371 5.500%,	��
		09/01/2038		350
	116,270	Pool #AD0095 6.000%,
		11/01/2038		129,562
	155	Pool #993050 5.500%,
		12/01/2038		170
	52,263	Pool #993579 4.000%,
		05/01/2039		54,425

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	13,332	Pool #AA5840 4.000%,
		06/01/2039	$	13,880
	164,407	Pool #AA7670 4.500%,
		06/01/2039		175,589
	113,920	Pool #AA8715 4.000%,
		06/01/2039		118,935
	13,697	Pool #AA9133 4.500%,
		08/01/2039		14,739
	30,478	Pool #AC2861 4.500%,
		08/01/2039		32,787
	65,679	Pool #AC6121 4.500%,
		11/01/2039		70,599
	11,002	Pool #AC8372 4.500%,
		12/01/2039		11,832
	480,940	Pool #AD0586 4.500%,
		12/01/2039		517,357
	440,331	Pool #AD5574 5.000%,
		04/01/2040		480,831
	1,385,098	Pool #AD4062 5.000%,
		05/01/2040		1,510,783
	1,969,947	Pool #AD5661 5.000%,
		05/01/2040		2,154,890
	2,667,342	Pool #AD6929 5.000%,
		06/01/2040		2,914,560
	2,289,421	Pool #AB1231 5.000%,
		07/01/2040		2,498,419
	90,358	Pool #AD7793 4.500%,
		07/01/2040		96,624
	28,699	Pool #AD9896 4.000%,
		08/01/2040		29,886
	978,250	Pool #AE0217 4.500%,
		08/01/2040		1,045,685
	35,853	Pool #AB1500 4.000%,
		09/01/2040		37,339
	28,035	Pool #AD9856 4.000%,
		09/01/2040		29,192
	32,684	Pool #AE2559 4.000%,
		09/01/2040		34,033
	10,861	Pool #AE2562 4.000%,
		09/01/2040		11,306
	13,182	Pool #AE2566 4.000%,
		09/01/2040		13,725

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	76,474	Pool #AE4124 4.000%,
		10/01/2040	$	79,632
	44,158	Pool #AE4888 4.000%,
		10/01/2040		45,962
	49,417	Pool #AE3916 4.000%,
		11/01/2040		51,445
	8,155	Pool #AE5147 4.000%,
		11/01/2040		8,493
	93,580	Pool #AE8715 4.000%,
		11/01/2040		97,391
	976,219	Pool #AE0698 4.500%,
		12/01/2040		1,043,748
	182,877	Pool #AE8893 4.000%,
		12/01/2040		190,441
	10,142	Pool #AH0006 4.000%,
		12/01/2040		10,560
	28,956	Pool #AH0020 4.000%,
		12/01/2040		30,160
	58,264	Pool #AH0599 4.000%,
		12/01/2040		60,686
	24,454	Pool #AH0601 4.000%,
		12/01/2040		25,466
	94,089	Pool #AE7893 4.000%,
		01/01/2041		97,981
	39,142	Pool #AH1263 4.000%,
		01/01/2041		40,765
	190,632	Pool #AH2999 4.000%,
		01/01/2041		198,523
	603,419	Pool #AB2265 4.000%,
		02/01/2041		629,624
	12,322	Pool #AH4659 4.000%,
		02/01/2041		12,833
	179,814	Pool #AH5653 4.000%,
		02/01/2041		186,974
	78,112	Pool #AH5783 4.000%,
		02/01/2041		81,213
	310,301	Pool #AL0934 5.000%,
		02/01/2041		344,462
	1,530,870	Pool #AB2537 5.000%,
		03/01/2041		1,679,493
	390,297	Pool #AD1889 4.500%,
		03/01/2041		417,314

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	22,067	Pool #AH6150 4.000%,
		03/01/2041	$	22,973
	73,496	Pool #AH6583 4.000%,
		03/01/2041		76,526
	535,032	Pool #AH4246 4.500%,
		04/01/2041		572,121
	1,265,764	Pool #AH8854 4.500%,
		04/01/2041		1,352,441
	222,800	Pool #AL0215 4.500%,
		04/01/2041		238,013
	1,778,718	Pool #AL0247 4.000%,
		04/01/2041		1,856,191
	2,700,000	Pool #TBA 4.000%,
		04/15/2041 (f)		2,807,156
	973,999	Pool #AI1856 4.500%,
		05/01/2041		1,045,636
	230,070	Pool #AL0187 5.000%,
		05/01/2041		251,119
	2,383,113	Pool #AL0208 4.500%,
		05/01/2041		2,546,173
	35,488	Pool #AL0456 5.000%,
		06/01/2041		38,746
	540,843	Pool #AI7368 4.500%,
		07/01/2041		577,925
	1,231,630	Pool #AB3395 4.500%,
		08/01/2041		1,315,623
	189,833	Pool #AI8154 4.000%,
		08/01/2041		197,717
	164,582	Pool #AI8842 4.500%,
		08/01/2041		175,921
	37,288	Pool #AJ1080 4.500%,
		09/01/2041		39,838
	61,876	Pool #AL0815 4.000%,
		09/01/2041		64,646
	21,307	Pool #AJ1562 4.000%,
		10/01/2041		22,255
	23,721	Pool #AJ1972 4.000%,
		10/01/2041		24,776
	3,145,004	Pool #AJ2212 4.500%,
		10/01/2041		3,372,096
	43,061	Pool #AJ3146 4.500%,
		10/01/2041		46,015

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	226,378	Pool #AJ4044 4.000%,
		10/01/2041	$	236,475
	32,422	Pool #AJ4756 4.000%,
		10/01/2041		33,864
	1,718,912	Pool #AL0933 5.000%,
		10/01/2041		1,885,913
	1,279,220	Pool #AB3876 4.000%,
		11/01/2041		1,330,701
	26,113	Pool #AJ3330 4.000%,
		11/01/2041		27,277
	29,398	Pool #AJ4549 4.000%,
		11/01/2041		30,711
	22,275	Pool #AJ4698 4.000%,
		11/01/2041		23,267
	44,566	Pool #AJ5424 4.000%,
		11/01/2041		46,553
	22,558	Pool #AJ7840 4.000%,
		11/01/2041		23,561
	27,678	Pool #AB3995 4.000%,
		12/01/2041		28,910
	229,641	Pool #AB4054 4.000%,
		12/01/2041		239,869
	29,008	Pool #AI0848 4.000%,
		12/01/2041		30,303
	26,167	Pool #AJ4187 4.000%,
		12/01/2041		27,332
	33,987	Pool #AJ5736 4.000%,
		12/01/2041		35,509
	24,524	Pool #AJ5968 4.000%,
		12/01/2041		25,539
	34,176	Pool #AJ6061 4.000%,
		12/01/2041		35,705
	23,811	Pool #AJ7868 4.000%,
		12/01/2041		24,872
	47,839	Pool #AJ8104 4.000%,
		12/01/2041		49,978
	28,259	Pool #AJ8109 4.000%,
		12/01/2041		29,518
	22,305	Pool #AJ8171 4.000%,
		12/01/2041		23,297
	33,950	Pool #AJ8341 4.000%,
		12/01/2041		35,470

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	55,961	Pool #AJ8436 4.000%,
		12/01/2041	$	58,462
	23,263	Pool #AJ8912 4.000%,
		12/01/2041		24,308
	26,968	Pool #AJ9248 4.000%,
		12/01/2041		28,171
	37,933	Pool #AJ2446 4.000%,
		01/01/2042		39,515
	35,066	Pool #AJ7538 4.000%,
		01/01/2042		36,637
	15,124	Pool #AJ8001 4.000%,
		01/01/2042		15,749
	34,864	Pool #AJ8369 4.000%,
		01/01/2042		36,421
	30,392	Pool #AJ9162 4.000%,
		01/01/2042		31,748
	171,464	Pool #AJ9330 4.000%,
		01/01/2042		179,143
	20,055	Pool #AJ9779 4.000%,
		01/01/2042		20,947
	27,960	Pool #AK0170 4.000%,
		01/01/2042		29,206
	58,684	Pool #AK0543 4.000%,
		01/01/2042		61,301
	22,208	Pool #AK0563 4.000%,
		01/01/2042		23,197
	50,943	Pool #AK1827 4.000%,
		01/01/2042		53,219
	2,849,445	Pool #AT3202 3.500%,
		05/01/2042		2,871,018
	181,932	Pool #AB5529 4.000%,
		07/01/2042		187,856
	319,227	Pool #AB6228 3.500%,
		09/01/2042		321,486
	304,039	Pool #AL3896 4.500%,
		01/01/2043		324,959
	581,452	Pool #AQ9316 2.500%,
		01/01/2043		539,171
	5,700,000	Pool #TBA 3.000%,
		04/15/2043 (f)		5,503,172
	2,409,592	Pool #MA1510 4.000%,
		07/01/2043		2,487,188

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
		Government National Mortgage Association
	226,752	Pool #752842X 3.950%,
		07/15/2025	$	235,175
	31,566	Pool #614436X 5.000%,
		08/15/2033		34,576
	476,740	Pool #618907X 5.000%,
		09/15/2033		526,897
	55,960	Pool #605098X 5.000%,
		03/15/2034		61,803
	59,955	Pool #520279X 5.000%,
		11/15/2034		66,114
	1,035,656	Pool #688021X 6.000%,
		10/15/2038		1,162,838
	81,511	Pool #736686X 5.000%,
		02/15/2039		89,384
	1,347,028	Pool #723248 5.000%,
		10/15/2039		1,485,782
	814,054	Pool #726382 5.000%,
		10/15/2039		897,901
	327,757	Pool #782916X 5.500%,
		02/15/2040		363,138
	1,156,031	Pool #752599C 4.000%,
		10/20/2040		1,217,744
	1,646,634	Pool #752631C 4.500%,
		10/20/2040		1,784,180
	1,800,000	Pool #TBA 4.000%,
		04/15/2042 (f)		1,891,969
	2,062,805	Pool #AD8801X 3.500%,
		03/15/2043		2,112,021
		Total Mortgage Backed Security -
		U.S.Government Agency
		(Cost $84,494,006)		85,727,067
		MUNICIPAL DEBT OBLIGATIONS - 0.51%
		California, GO,
	230,000	7.500%, 04/01/2034		310,454
	175,000	7.950%, 03/01/2036		206,120
	375,000	7.550%, 04/01/2039		521,430
	60,000	New York City Transitional Finance
		Authority, Revenue Bond,
		5.000%, 05/01/2042		64,622

Principal
Amount			Value
		MUNICIPAL DEBT OBLIGATIONS
		(Continued)
		University of California, Refunding,
		Revenue Bond,
	205,000	4.601%, 05/15/2031	$	218,012
	275,000	5.000%, 05/15/2038		298,889
		Total Municipal Debt Obligations
		(Cost $1,449,656)		1,619,527
		U.S. GOVERNMENT AGENCY ISSUES - 1.50%
		Federal Home Loan Mortgage Corp.
	1,300,000	1.000%, 03/08/2017		1,304,129
	400,000	1.250%, 05/12/2017 (c)		403,403
	1,200,000	1.000%, 06/29/2017 (c)		1,196,593
		Federal National Mortgage Association
	200,000	4.125%, 04/15/2014		200,277
	1,700,000	0.625%, 10/30/2014		1,704,900
		Total U.S. Government Agency
		Issues (Cost $4,789,943)		4,809,302
		U.S. TREASURY OBLIGATIONS - 16.77%
		U.S. Treasury Bonds - 3.82%
	4,160,417	0.625%, 01/15/2024 (g)		4,177,969
	5,985,000	3.125%, 11/15/2041		5,549,220
	690,000	3.750%, 11/15/2043		714,474
	705,000	3.625%, 02/15/2044 (c)		713,262
	1,028,772	1.375%, 02/15/2044 (g)		1,052,241
		U.S. Treasury Notes - 12.95%
	2,405,000	0.875%, 09/15/2016		2,418,622
	6,870,000	0.875%, 01/31/2017		6,879,391
	7,589,400	0.125%, 04/15/2018 (g)		7,768,464
	4,950,000	1.625%, 03/31/2019		4,925,057
	10,665,000	2.000%, 11/15/2021		10,350,052
	9,415,000	2.000%, 02/15/2022		9,104,597
		Total U.S. Treasury Obligations
		(Cost $53,629,266)		53,653,349

Number of
Shares
		SHORT TERM INVESTMENTS - 6.61%
		Money Market Funds - 6.61%
	21,137,712	Federated Prime Obligations Fund		21,137,712
		Total Short Term Investments
		(Cost $21,137,712)		21,137,712

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of
Shares			Value
		INVESTMENTS PURCHASED AS
		SECURITIES LENDING
		COLLATERAL - 1.43%
		Money Market Funds - 1.42%
	4,554,257	First American Government
		Obligations Fund	$	4,554,257
	4,931	Reserve Primary Fund (h)		191
		Total Money Market Funds
		(Cost $4,558,512)		4,554,448

Principal
Amount
		Cash - 0.01%
	31,712	Cash		31,712
		Total Cash (Cost $31,712)		31,712
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $4,590,224)		4,586,160
		Total Investments
		(Cost $334,936,850) - 105.68%		338,170,395
		Liabilities in Excess
		of Other Assets - (5.68)%		(18,182,651	)
		TOTAL NET
		ASSETS - 100.00%	$	319,987,744

Percentages are stated as a percent of net assets.

Principal amounts are denominated in the currency in which the security was purchased.

(a)	Variable Rate Security. The rate shown is the rate in effect on March 31, 2014.
(b)	Restricted securities as defined in Rule 144(a) under the Securities Act of 1933. Such securities are treated as liquid securities according to the Fund’s liquidity guidelines. The value of these securities total $21,054,499, which represents 6.58% of total net assets.
(c)	All or portion of this security is on loan.
(d)	Non-income producing. Item identified as in default as to payment of interest.
(e)	Restricted securities as defined in Rule 144(a) under the Securities Act of 1933. Such securities are treated as illiquid securities according to the Fund’s liquidity guidelines. The value of these securities total $9,265, which represents 0.00% of total net assets.
(f)	Security purchased on a when-issued basis. On March 31, 2014, the total value of investments purchased on a when-issued basis was $10,202,297 or 3.19% of total net assets.
(g)	Represents a U.S. Treasury Inflation Protected Security.
(h)	As of March 31, 2014, the Fund has fair valued this security and deemed it illiquid. The value of this security was $191, which represents 0.00% of total net assets.
(i)	As of March 31, 2014, the Fund has fair valued these securities. The value of these securities were $713,750, which represents 0.22% of total net assets.

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS

March 31, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS - 97.16%
		Alaska - 1.13%
$	195,000	Northern Tobacco Securitization Corp., Series A, Refunding, Revenue Bond, 5.000%, 06/01/2046	$	136,777
	500,000	Valdez Marine Terminal - BP Pipelines, Series B, Refunding, Revenue Bond, BP Plc Insured, 5.000%, 01/01/2021		579,810
				716,587
		Arizona - 2.71%
	590,000	Arizona University System Board of Regents, Series A, Refunding, Revenue Bond, 5.000%, 07/01/2028		661,402
	450,000	Phoenix Civic Improvement Wastewater System, Refunding, Revenue Bond, 5.000%, 07/01/2020		493,830
	500,000	Salt River Project, Series A, Revenue Bond, 5.000%, 01/01/2021		562,115
				1,717,347
		Arkansas - 0.82%
	500,000	University of Arkansas, Series A, Revenue Bond, 4.125%, 11/01/2030		517,935
		California - 9.85%
	445,000	California Economic Recovery, Series A, Refunding, GO, 5.250%, 07/01/2021		527,614
	395,000	California Municipal Finance Authority, Mobile Home Park, Series A, Refunding, Revenue Bond, 6.400%, 08/15/2045		422,366
	250,000	California Pollution Control Financing Authority Water Furnishing, Revenue Bond, 5.000%, 11/21/2045		237,438
	350,000	California Statewide Community Development Authority, Refunding, Revenue Bond, 6.125%, 07/01/2046		344,159

Principal Amount			Value
		California (Continued)
$	160,000	California Statewide Community
		Development Authority, Series A,
		Revenue Bond,
		6.125%, 11/01/2033	$	164,126
	1,000,000	California, GO,
		6.500%, 04/01/2033		1,220,860
		California, Refunding, GO,
	100,000	5.000%, 09/01/2022		118,025
	500,000	5.000%, 11/01/2043		534,515
		Golden State Tobacco Securitization,
		Series A, Refunding, Revenue Bond,
	250,000	5.000%, 06/01/2045		250,067
	200,000	5.750%, 06/01/2047		161,868
	1,000,000	Los Angeles Department of Airports,
		Series A, Refunding, Revenue Bond,
		5.250%, 05/15/2029		1,140,050
	275,000	San Joaquin Delta Community
		College District, Series B, GO,
		5.000%, 08/01/2014		279,406
	500,000	San Mateo Joint Powers Financing
		Authority, Series A, Refunding,
		Revenue Bond,
		5.250%, 07/15/2025		561,840
	250,000	Southern California Public Power
		Authority, Revenue Bond,
		5.250%, 07/01/2028		287,952
				6,250,286
		Colorado - 3.08%
	130,000	Colorado Health Facilities Authority,
		Revenue Bond,
		8.000%, 08/01/2043		133,533
	125,000	Colorado Health Facilities Authority,
		Series A, Revenue Bond,
		5.750%, 02/01/2044		125,969
	500,000	Colorado Regional Transportation
		District, Series A, Revenue Bond,
		5.000%, 11/01/2027		566,630
	310,000	Denver Airport, Series B, Refunding,
		Revenue Bond,
		5.000%, 11/15/2024		357,467
	700,000	Regional Transportation District,
		Revenue Bond,
		6.000%, 01/15/2026		767,683
				1,951,282

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Connecticut - 0.90%
$	500,000	Connecticut Health & Educational
		Facilities Authority, Series A,
		Refunding, Revenue Bond,
		5.000%, 07/01/2025	$	568,155
		District of Columbia - 0.65%
	380,000	District of Columbia, Series A,
		Revenue Bond,
		5.000%, 10/01/2029		410,085
		Florida - 2.25%
	300,000	Brevard County Health Facilities
		Authority, Revenue Bond,
		7.000%, 04/01/2039		331,662
	500,000	Florida Board of Education,
		Series C, Refunding, GO,
		4.000%, 06/01/2025		536,315
	500,000	Miami-Dade County Health Facilities,
		Series A, Refunding, Revenue Bond,
		5.250%, 08/01/2021		556,455
				1,424,432
		Georgia - 1.15%
	350,000	Atlanta Water & Wastewater,
		Revenue Bond,
		6.250%, 11/01/2039		402,199
	325,000	Marietta Development Authority,
		Revenue Bond,
		7.000%, 06/15/2039		328,828
				731,027
		Hawaii - 1.59%
	85,000	Hawaii, Series CW, Refunding, GO,
		5.000%, 04/01/2024		93,549
	415,000	Hawaii, Series DJ, GO,
		5.000%, 04/01/2024		467,655
	400,000	Hawaii, Series DZ, GO,
		5.000%, 12/01/2030		450,004
				1,011,208
		Idaho - 1.73%
	1,000,000	Boise-Kuna District, Revenue Bond,
		7.375%, 06/01/2034		1,095,200

Principal Amount			Value
		Illinois - 3.02%
$	225,000	Illinois Financial Authority,
		Revenue Bond,
		7.000%, 08/15/2044	$	246,710
	250,000	Metropolitan Pier & Exposition
		Authority, Series B, Refunding,
		Revenue Bond,
		5.000%, 06/15/2023		283,375
	150,000	O’Hare International Airport,
		Series D, Refunding, Revenue Bond,
		5.250%, 01/01/2030		162,789
	500,000	Railsplitter Tobacco Settlement
		Authority, Revenue Bond,
		6.250%, 06/01/2024		551,435
	120,000	Southwestern Illinois Development
		Authority Health Care Facilities,
		Refunding, Revenue Bond,
		7.125%, 11/01/2043		120,527
	500,000	University of Illinois, Series C,
		Revenue Bond,
		5.000%, 04/01/2026		551,840
				1,916,676
		Indiana - 3.21%
	500,000	Fishers Industry Redevelopment
		District, Saxony Project,
		Revenue Bond,
		5.250%, 07/15/2034		530,100
	250,000	Indiana Municipal Power Agency,
		Series A, Refunding, Revenue Bond,
		5.250%, 01/01/2032		274,950
	400,000	Sheridan Community School’s
		Building Corporation,
		Revenue Bond, FSA Insured,
		5.500%, 07/15/2020		439,896
	125,000	Shoals Exempt Facilities,
		Revenue Bond,
		7.250%, 11/01/2043		128,549
	500,000	Tri-Creek Middle School Building
		Corp., Revenue Bond, FSA Insured,
		5.250%, 07/15/2021		540,075
	115,000	Valparaiso Exempt Facilities,
		Revenue Bond,
		7.000%, 01/01/2044		122,505
				2,036,075

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Iowa - 0.96%
$	600,000	Iowa Finance Authority Pollution
		Control, Revenue Bond,
		FGIC Insured,
		5.000%, 07/01/2014	$	606,702
		Kansas - 0.39%
	365,000	Wyandotte County/Kansas City
		Unified Government, Series B,
		Refunding, Revenue Bond,
		0.000%, 06/01/2021 (a)		250,755
		Kentucky - 0.17%
	100,000	Kentucky Public Transportation
		Infrastructure Authority, Series A,
		Revenue Bond,
		5.000%, 07/01/2017		111,075
		Louisiana - 2.24%
	800,000	Louisiana Citizens Property,
		Revenue Bond,
		6.750%, 06/01/2026		936,304
	200,000	Louisiana Highway Improvement,
		Series A, Revenue Bond,
		5.000%, 06/15/2029		228,118
	125,000	Louisiana Public Facilities Authority,
		Series A, Revenue Bond,
		8.375%, 12/15/2043		127,590
	125,000	Saint John Baptist Parish Louisiana
		Revenue Marathon Oil Corp.,
		Series A, Revenue Bond,
		5.125%, 06/01/2037		130,886
				1,422,898
		Maryland - 3.29%
	325,000	Anne Arundel County, Tax Allocation,
		6.100%, 07/01/2040		341,455
	600,000	Maryland Department of
		Transportation County T
		Construction, Revenue Bond,
		5.500%, 02/01/2017		679,950
	400,000	Maryland Department of
		Transportation, Revenue Bond,
		5.000%, 02/15/2026		457,836
	180,000	Maryland Economic Development
		Corporation, Refunding, Revenue
		Bond, Consol Energy, Inc. Insured,
		5.750%, 09/01/2025		190,757

Principal Amount			Value
		Maryland (Continued)
$	400,000	Maryland Student Housing Economic
		Development, Revenue Bond,
		5.750%, 06/01/2033	$	416,904
				2,086,902
		Massachusetts - 3.39%
	250,000	Cambridge, GO,
		3.000%, 02/15/2018		268,422
	430,000	Massachusetts Development Finance
		Agency, Series A, Revenue Bond,
		5.450%, 04/15/2014		427,635
	785,000	Massachusetts Health & Educational
		Facilities Authority, Series A,
		Refunding, Revenue Bond,
		5.500%, 11/15/2036		906,322
	500,000	Massachusetts Health & Educational
		Facilities Authority, Series B,
		Revenue Bond,
		5.000%, 10/01/2038		550,740
				2,153,119
		Michigan - 0.73%
	400,000	Michigan Finance Authority,
		Series B, Refunding, Revenue Bond,
		5.000%, 07/01/2021		461,812
		Minnesota - 1.25%
	150,000	Rochester Health Care & Housing
		Facility, Series A, Refunding,
		Revenue Bond,
		6.875%, 12/01/2048		153,324
	560,000	Rochester Health Care Facilities
		Mayo Clinic, Series C, Revenue Bond,
		4.500%, 11/15/2038 (b)		640,147
				793,471
		Missouri - 2.77%
	500,000	Missouri Health & Educational
		Facilities Authority, Series A,
		Revenue Bond,
		5.375%, 03/15/2039		543,525
	500,000	Missouri Highway & Transportation
		Commission, Series B, Revenue Bond,
		5.000%, 05/01/2024		542,750
	250,000	Sikeston Electric, Refunding,
		Revenue Bond,
		5.000%, 06/01/2018		274,235

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Missouri (Continued)
$	350,000	St. Louis Airport, Revenue Bond,
		6.625%, 07/01/2034	$	398,909
				1,759,419
		Nebraska - 0.88%
	500,000	Omaha Public Power Distributors,
		Series B, Revenue Bond,
		5.000%, 02/01/2027		561,305
		New Hampshire - 0.20%
	120,000	New Hampshire Health & Educational
		Facilities Authority, Refunding,
		Revenue Bond,
		5.000%, 07/01/2027		126,539
		New Jersey - 2.56%
	150,000	City of Paterson, Refunding, GO,
		5.000%, 01/15/2024		166,880
	90,000	New Jersey Economic Development
		Authority, Series B, Revenue Bond,
		5.625%, 11/15/2030		91,035
	500,000	New Jersey State Transportation
		Trust Fund Authority, Series A,
		Refunding, Revenue Bond,
		5.500%, 12/15/2021		595,190
	300,000	New Jersey Turnpike Authority,
		Series B, Refunding, Revenue Bond,
		5.000%, 01/01/2022		348,600
	555,000	Tobacco Settlement Financing Corp.,
		Series 1A, Refunding, Revenue Bond,
		5.000%, 06/01/2041		419,219
				1,620,924
		New York - 9.43%
	325,000	Brooklyn Arena Local Development
		Corp., Revenue Bond,
		6.500%, 07/15/2030		356,879
	500,000	Build NYC Resource Corp.,
		Refunding, Revenue Bond,
		5.000%, 08/01/2020		546,075
	95,000	Nassau County Local Economic
		Assistance Corp., Refunding,
		Revenue Bond,
		5.000%, 07/01/2019		107,400

Principal Amount			Value
		New York (Continued)
$	40,000	New York City Industrial Development
		Agency, Series A, Refunding,
		Revenue Bond,
		5.000%, 07/01/2022	$	43,221
	250,000	New York City Municipal Water
		Finance Authority, Series BB,
		Refunding, Revenue Bond
		5.000%, 06/15/2046		264,530
	500,000	New York City Transitional Finance
		Authority, Series A-1, Revenue Bond,
		5.000%, 11/01/2042		540,270
	900,000	New York City, GO,
		5.375%, 04/01/2036		1,015,371
	325,000	New York Dormitory Authority,
		Revenue Bond,
		6.125%, 12/01/2029		326,076
	250,000	New York Dormitory Authority,
		Series B, Refunding, Revenue Bond,
		5.000%, 07/01/2038		274,015
	500,000	New York Environmental Facilities
		Corporation, Revenue Bond,
		5.500%, 10/15/2027		632,445
	500,000	New York Environmental Facilities
		Corporation, Series A, Revenue Bond,
		5.000%, 06/15/2034		548,550
	165,000	New York Thruway Authority General
		Revenue Junior Indebtedness,
		Series A, Refunding, Revenue Bond,
		5.000%, 05/01/2019		190,684
	200,000	New York, Series E, GO,
		4.000%, 12/15/2027		212,098
	125,000	New York, Series E, Refunding, GO,
		5.000%, 08/01/2020		146,129
	700,000	Tobacco Settlement Financing Corp.,
		Series B, Refunding, Revenue Bond,
		5.000%, 06/01/2022		779,023
				5,982,766
		North Carolina - 2.64%
	115,000	Gaston County Industrial Facilities
		& Pollution Control Financing
		Authority, Revenue Bond,
		5.750%, 08/01/2035		104,128

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		North Carolina (Continued)
$	500,000	North Carolina Capital Facilities
		Finance Agency, Series B,
		Refunding, Revenue Bond,
		5.000%, 10/01/2038	$	530,565
	320,000	North Carolina Eastern Municipal
		Power Agency Power Systems,
		Series A, Revenue Bond,
		5.000%, 01/01/2025		358,969
	250,000	North Carolina Eastern Municipal
		Power Agency Power Systems,
		Series B, Refunding, Revenue Bond,
		6.250%, 01/01/2023		310,550
	305,000	North Carolina, Series C,
		Refunding, GO,
		5.000%, 05/01/2022		367,382
				1,671,594
		North Dakota - 1.03%
	500,000	University of North Dakota,
		Refunding, Revenue Bond,
		5.000%, 04/01/2032		542,825
	110,000	Williston Multi-Family Housing,
		Revenue Bond,
		7.750%, 09/01/2038		109,976
				652,801
		Ohio - 2.24%
	375,000	Buckeye Tobacco Settlement
		Financial Authority, Series A,
		Revenue Bond,
		5.875%, 06/01/2047		303,071
	500,000	Ohio Air Quality Development
		Authority, Series A, Revenue Bond,
		5.700%, 08/01/2020		558,320
	500,000	Ohio Higher Education Facilities
		Commission, Refunding,
		Revenue Bond,
		5.000%, 01/01/2026		556,565
				1,417,956
		Oregon - 0.68%
	400,000	Clackamas County School
		District, GO,
		5.000%, 06/15/2021 (b)		434,284

Principal Amount			Value
		Pennsylvania - 5.87%
$	500,000	Allegheny County Hospital
		Development Authority, Series A,
		Revenue Bond,
		5.000%, 09/01/2014	$	510,065
	180,000	Allegheny County Industrial
		Development Authority, Refunding,
		Revenue Bond,
		6.500%, 05/01/2017		192,312
	350,000	Butler County Hospital Authority,
		Revenue Bond,
		7.125%, 07/01/2029		414,333
	200,000	Montgomery County Industrial
		Development Authority,
		Revenue Bond,
		6.000%, 02/01/2021		204,230
	400,000	Pennsylvania Economic Development
		Financing Authority, Albert Einstein
		Health Care, Series A, Refunding,
		Revenue Bond,
		6.250%, 10/15/2023		444,064
		Pennsylvania Higher Educational
		Facilities Authority, Revenue Bond,
	500,000	5.250%, 07/01/2019		536,115
	400,000	5.800%, 07/01/2030		406,652
	250,000	Pennsylvania Higher Educational
		Facilities Authority, Series E,
		Refunding, Revenue Bond,
		5.000%, 05/15/2019		287,745
	500,000	Philadelphia Gas Works, Refunding,
		Revenue Bond,
		5.250%, 08/01/2017		560,630
	150,000	University of Pittsburgh of the
		Commonwealth System of Higher
		Education, Series B, Revenue Bond,
		5.000%, 09/15/2028		166,397
				3,722,543
		Puerto Rico - 1.08%
	620,000	Puerto Rico Commonwealth,
		Series B, Prerefunded, GO,
		5.250%, 07/01/2032		686,972

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		South Carolina - 0.72%
$	400,000	Charleston Educational Excellence
		Financing Corp., Refunding,
		Revenue Bond,
		5.000%, 12/01/2025	$	459,412
		South Dakota - 0.80%
	500,000	South Dakota Housing Development
		Authority, Series A, Revenue Bond,
		4.250%, 05/01/2015		510,780
		Texas - 11.19%
	430,000	Central Texas Regional Mobility
		Authority, Series A, Refunding,
		Revenue Bond,
		6.000%, 01/01/2041		456,849
	635,000	Clifton Texas Higher Education
		Finance Corp., Series A, Refunding,
		Revenue Bond,
		4.000%, 12/01/2015		646,538
	200,000	Dallas-Fort Worth International
		Airport, Series B, Revenue Bond,
		5.000%, 11/01/2026		224,738
	515,000	Frisco Texas Independent School
		District, Series A, GO,
		6.000%, 08/15/2038		591,637
	425,000	Harris County Industrial Development,
		Revenue Bond,
		5.000%, 02/01/2023		456,110
	500,000	Houston, GO,
		5.250%, 03/01/2028		555,255
	580,000	La Porte Independent School
		District, GO,
		5.250%, 02/15/2024		637,020
	250,000	North Texas Tollway Authority,
		Series A, Revenue Bond,
		5.000%, 09/01/2020		294,090
	770,000	North Texas Tollway Authority,
		Series E, Refunding, Revenue Bond,
		5.750%, 01/01/2038 (b)		833,363
	155,000	San Antonio Electric & Gas,
		Refunding, Revenue Bond,
		5.000%, 02/01/2022		183,720

Principal Amount			Value
		Texas (Continued)
		Texas Private Activity Surface
		Transportation Corp., Revenue Bond,
$	445,000	7.500%, 12/31/2031	$	518,234
	400,000	7.500%, 06/30/2033		468,428
	85,000	7.000%, 12/31/2038		96,607
	115,000	6.750%, 06/30/2043		127,674
	500,000	Texas Transportation Commission,
		Revenue Bond,
		5.000%, 04/01/2018		562,170
	400,000	Texas, Series A, GO,
		5.000%, 04/01/2022		447,084
				7,099,517
		Utah - 0.90%
	500,000	Utah Associated Municipal Power
		Systems San Juan Project,
		Refunding, Revenue Bond,
		5.500%, 06/01/2022		568,260
		Virginia - 2.60%
	1,000,000	Henry County Public Service
		Authority Water & Sewer, Refunding,
		Revenue Bond, FSA Insured,
		5.500%, 11/15/2019		1,136,050
	400,000	Virginia College Building Authority
		Educational Facilities, Revenue Bond,
		5.750%, 01/01/2034		511,516
				1,647,566
		Washington - 2.72%
	325,000	Central Puget Sound Regional
		Transit Authority, Series P-1,
		Refunding, Revenue Bond,
		5.000%, 02/01/2027		369,792
	500,000	Energy Northwest Washington
		Electric, Series D, Revenue Bond,
		5.000%, 07/01/2035		541,360
	500,000	King County Hospital, Refunding,
		GO, MBIA Insured,
		5.000%, 12/01/2021		531,175
	250,000	Washington Health Care Facilities
		Authority, Refunding, Revenue Bond,
		6.375%, 10/01/2036		281,422
				1,723,749

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Wisconsin - 4.34%
$	500,000	Southeast Wisconsin Professional
		Baseball Park Sales Tax, Series A,
		Revenue Bond, MBIA Insured,
		5.500%, 12/15/2026	$	586,600
	70,000	Wisconsin Health & Educational
		Facilities Authority, Series A,
		Revenue Bond,
		5.125%, 02/01/2038		63,682
		Wisconsin Public Finance Authority,
		Refunding, Revenue Bond,
	220,000	5.000%, 07/01/2022		243,778
	150,000	5.750%, 10/01/2031		142,072
	500,000	Wisconsin, Series 2, Refunding, GO,
		5.000%, 05/01/2025		579,805
	1,000,000	Wisconsin, Series A, Refunding,
		Revenue Bond,
		6.000%, 05/01/2033		1,134,750
				2,750,687
		Total Municipal Debt Obligations
		(Cost $58,453,105)		61,630,103

Number of Shares			Value
		SHORT TERM INVESTMENTS - 1.47%
		Money Market Funds - 1.47%
	931,487	Fidelity Tax Exempt Portfolio	$	931,487
		Total Short Term Investments
		(Cost $931,487)		931,487
		Total Investments
		(Cost $59,384,592) - 98.63%		62,561,590
		Other Assets in Excess
		of Liabilities - 1.37%		867,987
		TOTAL NET
		ASSETS - 100.00%	$	63,429,577

Percentages are stated as a percent of net assets.

(a)	Zero coupon bond.
(b)	Variable Rate Security. The rate shown is the rate in effect on March 31, 2014.

Glossary of Terms

FGIC	- Financial Guaranty Insurance Corp.
FSA	- Financial Security Assurance, Inc.
GO	- General Obligation
MBIA	- Municipal Bond Investors Assurance Corp.

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS

March 31, 2014

Principal Amount			Value
		ASSET BACKED SECURITIES - 1.26%
	175,000	Ally Master Owner Trust
		Series 2014-2, 0.522%,
		01/16/2018 (a)	$	175,071
		American Express Credit Account
		Master Trust
	100,000	Series 2013-3A, 0.980%,
		05/15/2019		99,893
	200,000	Series 2013-1A, 0.572%,
		02/16/2021 (a)		201,071
	90,000	BA Credit Card Trust
		Series 2014-A1, 0.532%,
		06/15/2021 (a)		90,235
	125,000	Capital One Multi-Asset Execution
		Trust
		Series 2013-A3, 0.960%,
		09/16/2019		124,606
		Citibank Credit Card Issuance Trust
	125,000	Series 2014-A3, 0.356%,
		05/09/2018 (a)		125,054
	145,000	Series 2013-A6, 1.320%,
		09/07/2018		146,258
	130,000	Series 2014-A2, 1.020%,
		02/22/2019		129,424
	255,000	Series 2013-A7, 0.580%,
		09/10/2020 (a)		256,130
		Nissan Auto Receivables Owner Trust
	259,152	Series 2013-B, 0.520%, 04/15/2016		259,336
	205,000	Series 2013-C, 0.670%, 08/15/2018		205,372
		Sierra Receivables Funding Co. LLC
	52,449	Series 2013-1A, 1.590%, 11/20/2029
		(Acquired 10/22/2013,
		Cost $52,332) (b)		52,672
	225,943	Series 2013-3A, 2.200%,
		10/20/2030 (Acquired 10/29/2013
		and 03/12/2014, Cost $226,460) (b)		226,943
	100,000	Springleaf Funding Trust
		Series 2014-A, 2.410%, 12/15/2022
		(Acquired 03/19/2014,
		Cost $99,984) (b)(c)		100,000
	169,167	TAL Advantage V LLC
		Series 2013-2A, 3.550%,
		11/20/2038 (Acquired 10/31/2013,
		Cost $169,094) (b)		169,998

Principal Amount			Value
		ASSET BACKED SECURITIES (Continued)
	35,000	United Airlines Pass Through Trust
		Series 2014-1B, 4.750%, 10/11/2023	$	35,350
	65,000	USAA Auto Owner Trust
		Series 2012-1, 0.570%, 08/15/2017		65,124
	115,000	Virgin Australia
		Series 2013-1, 6.000%, 10/23/2020
		(Acquired 10/07/2013,
		Cost $115,000) (b)		118,450
	100,000	World Financial Network Credit
		Card Master Trust
		Series 2014-A, 0.535%,
		12/15/2019 (a)		100,057
		Total Asset Backed Securities
		(Cost $2,673,808)		2,681,044
		BANK LOANS - 4.63%
	84,575	Acosta, Inc.
		4.250%, 03/02/2018		85,196
	63,563	Activision Blizzard, Inc.
		3.250%, 10/11/2020		63,652
	104,586	Affinion Group Holdings, Inc.
		6.750%, 10/09/2016		103,264
	58,000	Akorn, Inc.
		3.741%, 11/13/2020		58,815
	542,225	Alcatel-Lucent USA, Inc.
		4.500%, 01/30/2019		545,711
	74,625	Allflex Holdings III, Inc.
		4.250%, 06/03/2020		74,975
	104,738	American Beacon Advisors, Inc.
		4.750%, 11/22/2019		105,785
	33,324	American Tire Distributors, Inc.
		4.984%, 06/01/2018		33,532
	99,750	Amneal Pharmaceuticals, LLC
		5.753%, 11/01/2019		100,623
	128,376	AmWINS Group, Inc.
		5.000%, 09/06/2019		129,499
	4,042	AOT Bedding Super Holdings, LLC
		4.250%, 10/01/2019		4,062
	125,000	Aptean Holdings, Inc.
		5.250%, 02/05/2020		125,547
	115,000	Aramark Corp.
		3.250%, 02/19/2021		114,257
		Ardagh Group S.A.
	20,000	3.238%, 12/17/2019		20,069
	29,925	4.250%, 12/17/2019		30,081

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		BANK LOANS (Continued)
	223,312	Arysta LifeScience Corp.
		4.500%, 05/29/2020	$	224,429
	235,200	Ascend Performance Materials LLC
		6.750%, 04/10/2018		231,672
	67,966	Asurion Corp.
		5.000%, 05/24/2019		68,216
	50,000	Audio Visual Services Corp.
		4.500%, 01/22/2021		50,375
	74,082	Axalta Coatings Systems, LLC
		4.000%, 02/01/2020		74,280
	95,879	Blackboard, Inc.
		4.750%, 10/04/2018		96,790
		BMC Software, Inc.
	185,361	5.000%, 09/10/2020		185,013
	92,526	5.000%, 09/10/2020		93,500
	79,600	Boyd Gaming Corp.
		4.000%, 08/14/2020		79,779
	134,587	Brand Energy, Inc.
		4.750%, 11/08/2020		135,292
	21,613	Calpine Corp.
		4.000%, 10/30/2020		21,707
	17,839	Chemtura Corp.
		3.500%, 08/27/2016		17,969
	27,401	CHS/Community Health Systems, Inc.
		4.250%, 01/15/2021		27,667
	54,725	Cincinnati Bell, Inc.
		4.000%, 09/10/2020		54,821
	49,750	Coinmach Corp.
		4.250%, 11/14/2019		49,819
	24,938	Connolly, LLC
		5.000%, 01/24/2021		25,234
	85,000	Cooper Gay Swett & Crawford Ltd.
		8.250%, 10/16/2020		83,087
	99,750	Crosby Worldwide Ltd.
		4.000%, 11/23/2020		99,625
	203,463	Crown Castle International Corp.
		3.250%, 01/31/2019		203,527
	139,298	CSC Holdings LLC
		2.652%, 04/17/2020		137,894
	39,883	Cumulus Media, Inc.
		4.250%, 12/23/2020		40,248
	40,825	DealerTrack Technologies, Inc.
		3.500%, 02/25/2021		41,063

Principal Amount			Value
		BANK LOANS (Continued)
		Del Monte Corp.
	220,000	3.500%, 02/21/2020	$	219,003
	45,000	4.250%, 11/26/2020		45,045
	23,555	Dematic Corp.
		4.250%, 12/18/2019		23,599
	155,000	Digital Cinema Implementation
		Partners, LLC
		3.250%, 05/17/2021		154,903
	6,778	Drew Marine, Inc.
		4.500%, 11/19/2020		6,829
	169,150	DS Waters of America, Inc.
		5.250%, 08/30/2020		171,793
	80,000	Energy Transfer Equity L.P.
		3.250%, 12/02/2019		79,927
	55,000	Entegris, Inc.
		2.984%, 03/25/2021		55,000
	39,900	Filtration Group Corporation
		4.500%, 11/21/2020		40,249
	69,125	FleetPride Corp.
		5.250%, 11/19/2019		68,491
	57,857	Fogo de Chão Churrascaria
		Holdings, LLC
		11.000%, 01/20/2020		58,255
		Garda World Security Corporation
	49,247	4.000%, 11/08/2020		49,370
	12,598	4.000%, 11/08/2020		12,630
	189,050	Gardner Denver, Inc.
		4.250%, 07/30/2020		189,204
	153,063	Getty Images, Inc.
		4.750%, 10/18/2019		147,179
	140,000	Grifols, S.A.
		3.236%, 03/06/2021		140,088
	49,875	Grosvenor Capital Management, L.P.
		3.750%, 11/25/2020		49,750
	44,775	Harbor Freight Tools USA, Inc.
		4.750%, 07/26/2019		45,286
	30,319	HarbourVest Partners, LLC
		3.250%, 02/03/2021		30,167
	128,000	IMG Worldwide, Inc.
		4.483%, 03/12/2021		127,520
	40,000	IMS Health Holdings, Inc.
		3.750%, 03/07/2021		39,981
	142,003	Infor Global Solutions, Inc.
		3.750%, 06/03/2020		141,790

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		BANK LOANS (Continued)
	109,496	Inmar, Inc.
		4.250%, 01/27/2021	$	108,675
	34,650	Integra Telecom, Inc.
		5.250%, 02/22/2019		34,867
	130,000	International Lease Finance Corp.
		3.500%, 02/27/2021		130,255
	46,667	iQor, Inc.
		5.236%, 02/14/2021		45,520
	95,000	J. Crew Group, Inc.
		4.000%, 02/28/2021		94,926
	40,000	La Quinta Holdings, Inc.
		3.234%, 02/21/2021		40,069
	118,583	Las Vegas Sands Corp.
		3.250%, 12/19/2020		118,536
		Level 3 Communications, Inc.
	32,678	4.000%, 08/01/2019		32,787
	110,442	4.000%, 01/15/2020		110,787
	91,782	Lightower Fiber Networks, LLC
		4.000%, 04/11/2020		91,839
	80,000	Mallinckrodt, LLC
		3.500%, 03/06/2021		80,144
	89,325	Matrix Acquisition Corp.
		4.000%, 06/07/2020		89,753
	94,526	Microsemi Corporation
		4.204%, 02/19/2020		94,703
	72,295	Murray Energy Corporation
		5.250%, 11/21/2019		73,044
	39,551	National Mentor Holdings, Inc.
		4.750%, 01/29/2021		39,889
		Nexeo Solutions Holdings, LLC
	99,561	5.000%, 09/08/2017		99,810
	36,522	5.000%, 09/08/2017		36,590
	50,000	Nine West Holdings, Inc.
		3.734%, 06/19/2019		50,344
	59,700	NXP Semiconductors N.V.
		3.750%, 01/11/2020		59,588
	79,800	Open Text Corporation
		3.250%, 12/19/2020		80,041
	41,973	Orascom Construction Industries Co.
		6.250%, 08/20/2019		42,497
	218,350	Pacific Drilling Co.
		4.500%, 06/04/2018		219,524
	90,000	Paradigm Ltd.
		10.500%, 07/24/2020		91,575

Principal Amount			Value
		BANK LOANS (Continued)
	70,000	Patheon, Inc.
		4.250%, 01/23/2021	$	69,752
	38,024	PharMEDium Services, LLC
		4.250%, 01/23/2021		38,143
	118,206	Pinnacle Agriculture Holdings, LLC
		4.750%, 11/15/2018		118,649
	60,309	Pinnacle Foods, Inc.
		3.250%, 04/29/2020		60,120
	61,920	Planet Fitness (Pty) Ltd.
		3.984%, 03/25/2021		62,462
		PowerTeam Services, LLC
	39,700	4.250%, 05/06/2020		39,601
	4,950	4.250%, 05/06/2020		4,937
	111,021	Quintiles Transnational Holdings, Inc.
		3.750%, 06/08/2018		111,229
	14,963	Realogy Holdings Corp.
		3.750%, 03/05/2020		15,056
	54,724	Reddy Ice Holdings, Inc.
		6.750%, 05/01/2019		54,450
	129,350	Renaissance Learning, Inc.
		6.250%, 10/16/2020		130,051
	105,000	Rocket Software, Inc.
		10.250%, 02/08/2019		105,700
	68,198	Salix Pharmaceuticals, Ltd.
		4.250%, 01/02/2020		68,901
		SBA Communications Corp.
	30,000	3.250%, 02/05/2021		29,944
	30,000	3.250%, 02/05/2021		29,944
	135,243	Sedgwick CMS Holdings, Inc.
		3.750%, 02/10/2021		134,060
	88,875	Sequa Corp.
		5.250%, 06/18/2017		87,153
	139,298	Sinclair Broadcast Group, Inc.
		3.000%, 04/09/2020		138,183
	80,936	Sprouts Farmers Market, Inc.
		4.000%, 04/23/2020		81,062
	48,479	Stallion Oilfield Services, Inc.
		8.000%, 06/19/2018		49,661
	81,819	Talbots, Inc.
		3.985%, 03/14/2020		81,921
	59,850	Taminco Group Holdings
		3.250%, 02/15/2019		59,925
	44,663	Tata Chemicals Ltd.
		3.750%, 08/07/2020		44,914

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		BANK LOANS (Continued)
	49,875	The Brickman Group, Ltd.
		4.003%, 12/18/2020	$	50,044
	107,826	TNT Crane and Rigging, Inc.
		5.500%, 11/26/2020		108,971
	49,623	Transdigm Group, Inc.
		3.750%, 02/28/2020		49,716
	119,700	Tribune Company
		4.000%, 12/27/2020		119,880
		TriZetto Corp.
	137,155	4.750%, 05/02/2018		136,949
	35,000	8.500%, 03/28/2019		35,263
	34,274	VAT Vakuumventile AG
		4.750%, 01/28/2021		34,595
	75,000	Verint Systems, Inc.
		3.500%, 09/06/2019		75,084
	12,482	WESCO International, Inc.
		3.750%, 12/12/2019		12,559
	217,498	Wilsonart International, Inc.
		4.000%, 10/31/2019		217,226
		Total Bank Loans
		(Cost $9,788,867)		9,855,002
		COLLATERALIZED MORTGAGE OBLIGATIONS - 13.01%
		Adjustable Rate Mortgage
	50,033	Series 2004-4, 2.685%,
		03/25/2035 (a)		47,561
	58,554	Series 2004-5, 2.556%,
		04/25/2035 (a)		57,175
	109,052	Series 2004-5, 2.617%,
		04/25/2035 (a)		108,046
		Alternative Loan Trust
	115,986	Series 2005-J1, 5.500%,
		02/25/2025		118,571
	42,020	Series 2003-9T1, 5.500%,
		07/25/2033		42,999
	51,223	Series 2003-20CB, 5.750%,
		10/25/2033		54,162
	93,695	Series 2004-14T2, 5.500%,
		08/25/2034		98,011
	88,667	Series 2006-4CB, 5.500%,
		04/25/2036		82,526
	228,708	Series 2006-J4, 6.250%,
		07/25/2036		157,305

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
	215,012	Series 2007-4CB, 5.750%,
		04/25/2037	$	194,193
		Banc of America Alternative Loan
		Trust
	69,353	Series 2003-8, 5.500%,
		10/25/2033		71,830
	144,770	Series 2003-10, 5.500%,
		12/25/2033		149,211
	84,548	Series 2013-10, 5.500%,
		12/25/2033		87,435
		Banc of America Funding Corp.
	191,100	Series 2004-B, 2.580%,
		11/20/2034 (a)		182,742
	44,542	Series 2005-5, 5.500%,
		09/25/2035		46,895
	1,997,180	Series 2006-3, 5.750%,
		03/25/2036		1,879,249
	115,894	Series 2008-R4, 0.604%,
		07/25/2037 (Acquired 10/17/2012,
		Cost $80,507) (a)(b)		74,182
	127,095	Bank of America Mortgage
		Securities, Inc.
		Series 2005-A, 2.725%,
		02/25/2035 (a)		127,384
	240,000	Bear Stearns Commercial Mortgage
		Securities Trust
		Series 2003-PWR2, 6.618%,
		05/11/2039 (Acquired 03/06/2012,
		Cost $245,693) (a)(b)		246,867
	835,000	CFCRE Commercial Mortgage Trust
		Series 2011-C1, 5.730%, 04/15/2044
		(Acquired 04/19/2011 and 05/17/2011,
		Cost $828,225) (a)(b)		912,703
		Chase Mortgage Finance Trust
	97,741	Series 2007-A1, 2.646%,
		02/25/2037 (a)		96,569
	1,318,030	Series 2007-S3, 6.000%,
		05/25/2037		1,140,108
		CHL Mortgage Pass-Through Trust
	66,569	Series 2003-57, 5.500%,
		01/25/2034		69,910
	68,654	Series 2004-HYB4, 2.501%,
		09/20/2034 (a)		67,273

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
	301,602	Series 2004-HYB8, 3.368%,
		01/20/2035 (a)	$	297,275
	96,162	Series 2005-11, 0.424%,
		04/25/2035 (a)		79,498
	86,639	Series 2005-21, 5.500%,
		10/25/2035		80,525
	191,359	Series 2006-10, 6.000%,
		05/25/2036		178,319
	175,049	Series 2006-20, 6.000%,
		02/25/2037		162,218
	120,530	Citicorp Mortgage Securities Trust
		Series 2006-4, 6.000%,
		08/25/2036		123,709
	225,000	Citigroup Commercial Mortgage Trust
		Series 2013-375P, 3.635%, 05/10/2035
		(Acquired 05/16/2013,
		Cost $211,145) (a)(b)		207,430
		Citigroup Mortgage Loan Trust
	18,669	Series 2005-2, 2.618%,
		05/25/2035 (a)		18,082
	512,573	Series 2010-8, 4.000%,
		11/25/2036 (Acquired 11/01/2012,
		Cost $525,675) (b)		531,003
		CitiMortgage Alternative Loan Trust
	160,366	Series 2006-A3, 6.000%,
		07/25/2036		144,303
	132,862	Series 2006-A3, 6.000%,
		09/25/2036		116,573
	301,051	Series 2007-A6, 6.000%,
		06/25/2037		256,859
	145,023	Series 2007-A6, 6.000%,
		06/25/2037		123,734
		Credit Suisse First Boston Mortgage
		Securities Corp.
	59,066	Series 2005-1, 5.250%,
		05/25/2028		60,240
	43,668	Series 2003-AR26, 2.672%,
		11/25/2033 (a)		42,116
	37,122	Series 2003-AR28, 2.603%,
		12/25/2033 (a)		35,927
	116,595	Series 2004-AR4, 2.573%,
		05/25/2034 (a)		113,545

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
	165,356	Series 2005-10, 5.500%,
		11/25/2035	$	148,325
	188,353	Credit Suisse Mortgage Capital
		Certificates
		Series 2006-8, 6.500%,
		10/25/2021		157,344
		Credit Suisse Mortgage Capital
		Mortgage-Backed Securities
	717,092	Series 2006-9, 6.000%,
		11/25/2036		696,772
	758,145	Series 2007-1, 6.000%,
		02/25/2037		670,086
	100,000	Del Coronado Trust
		Series 2013-HDMZ, 5.152%,
		03/15/2018 (Acquired 04/01/2013,
		Cost $100,086) (a)(b)		100,280
		Deutsche Alt-A Securities, Inc.
	72,338	Series 2005-3, 5.250%,
		06/25/2035		74,159
	61,598	Series 2005-5, 5.500%,
		11/25/2035 (a)		57,771
	895,651	Series 2006-AR1, 5.104%,
		02/25/2036 (a)		756,719
	381,000	Extended Stay America Trust
		Series 2013-ESH, 5.521%,
		12/05/2031 (Acquired 01/31/2013,
		Cost $396,992) (a)(b)		396,337
	81,910	FDIC Trust
		Series 2013-N1, 4.500%, 10/25/2018
		(Acquired 11/08/2013,
		Cost $82,584) (a)(b)		83,348
	663,334	First Horizon Alternative Mortgage
		Securities
		Series 2007-FA4, 6.250%,
		08/25/2037		579,098
	794,644	First Horizon Mortgage Pass-Through
		Trust
		Series 2007-4, 6.000%,
		08/25/2037		681,972
	19,349	GMAC Mortgage Loan Trust
		Series 2003-J7, 5.000%,
		11/25/2033		20,075

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
		GSR Mortgage Loan Trust
	151,653	Series 2004-14, 2.753%,
		12/25/2034 (a)	$	151,947
	58,716	Series 2004-14, 2.761%,
		12/25/2034 (a)		52,947
	173,730	Series 2005-AR4, 2.710%,
		07/25/2035 (a)		162,196
	233,922	Series 2006-8F, 6.000%,
		09/25/2036		200,693
	1,293,586	Series 2006-9F, 6.500%,
		10/25/2036		1,143,432
	635,839	Series 2007-4F, 6.000%,
		07/25/2037		583,291
		Hilton USA Trust
	100,000	Series 2013-HLT, 3.714%,
		11/07/2030 (Acquired 11/22/2013,
		Cost $100,479) (b)		101,583
	100,000	Series 2013-HLT, 4.407%,
		11/07/2030 (Acquired 11/22/2013,
		Cost $100,479) (b)		102,065
	100,000	Series 2013-HLT, 4.453%,
		11/07/2030 (Acquired 11/22/2013,
		Cost $100,480) (b)		101,601
	902,158	IndyMac IMJA Mortgage Loan Trust
		Series A-1, 6.250%,
		11/25/2037		798,993
		IndyMac INDX Mortgage Loan Trust
	883,568	Series 2005-AR1, 2.459%,
		03/25/2035 (a)		885,352
	51,996	Series 2005-AR16IP, 0.794%,
		07/25/2045 (a)		47,511
	145,640	JPMorgan Alternative Loan Trust
		Series 2006-A1, 2.440%,
		03/25/2036 (a)		127,649
		JPMorgan Chase Commercial
		Mortgage Securities Trust
	98,906	Series 2013-JWMZ, 6.152%,
		04/15/2018 (Acquired 05/23/2013,
		Cost $99,702) (a)(b)		99,865
	8,625,005	Series 2012-C8, 2.301%,
		10/15/2045 (a)(d)		959,338

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
		JPMorgan Mortgage Trust
	94,091	Series 2005-A5, 2.858%,
		08/25/2035 (a)	$	94,847
	202,357	Series 2005-S3, 6.000%
		01/25/2036		179,682
	149,421	Series 2006-A7, 2.526%,
		01/25/2037 (a)		132,993
	183,337	Series 2007-S1, 5.750%,
		03/25/2037		151,909
		MASTR Adjustable Rate Mortgages
		Trust
	147,966	Series 2004-7, 2.496%,
		07/25/2034 (a)		146,540
	963,754	Series 2006-2, 2.633%,
		01/25/2036 (a)		946,010
		MASTR Alternative Loan Trust
	61,347	Series 2003-9, 5.250%,
		11/25/2033		63,886
	69,985	Series 2004-5, 5.500%,
		06/25/2034		73,720
	76,400	Series 2004-5, 6.000%,
		06/25/2034		81,259
	177,156	Series 2004-8, 6.000%,
		09/25/2034		182,216
	24,130	Series 2004-12, 5.250%,
		12/25/2034		24,367
	118,931	Merrill Lynch Mortgage Investors
		Trust
		Series 2006-2, 2.106%,
		05/25/2036 (a)		119,646
	400,000	Morgan Stanley Capital I Trust
		Series 2011-C2, 5.482%,
		06/15/2044 (Acquired 06/22/2011,
		Cost $348,517) (a)(b)		412,258
	1,332,319	Morgan Stanley Mortgage Loan Trust
		Series 2005-10, 6.000%,
		12/25/2035		1,107,914
	200,000	Motel 6 Trust
		Series 2012-MTL6, 3.781%,
		10/05/2025 (Acquired 11/02/2012,
		Cost $199,999) (a)(b)		201,941

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
	108,972	New York Mortgage Trust
		Series 2006-1, 2.676%,
		05/25/2036 (a)	$	98,263
		Residential Asset Securitization Trust
	1,232,165	Series 2007-A2, 6.000%,
		04/25/2037		1,096,671
	976,706	Series 2007-A6, 6.000%,
		06/25/2037		875,416
	1,282,307	Series 2007-A7, 6.000%,
		07/25/2037		1,054,456
	159,986	Residential Funding Mortgage
		Securities I
		Series 2006-S1, 5.750%,
		01/25/2036		165,462
	91,614	Structured Adjustable Rate Mortgage
		Loan Trust
		Series 2005-14, 0.464%,
		07/25/2035 (a)		76,174
		WaMu Mortgage Pass-Through
		Certificates
	49,198	Series 2004-CB2, 5.500%,
		07/25/2034		52,272
	260,604	Series 2006-AR19, 2.034%,
		01/25/2047 (a)		236,801
	92,726	Series 2007-OA3, 0.889%,
		04/25/2047 (a)		83,655
	367,439	Washington Mutual Mortgage
		Pass-Through Certificates
		Series 2006-5, 6.000%,
		07/25/2036		304,742
	499,338	Wells Fargo Alternative Loan Trust
		Series 2007-PA1, 6.000%,
		03/25/2037		446,704
		Wells Fargo Mortgage Backed
		Securities Trust
	51,405	Series 2003-J, 2.612%,
		10/25/2033 (a)		52,446
	131,407	Series 2004-A, 2.634%,
		02/25/2034 (a)		134,353
	49,888	Series 2005-AR10, 2.614%,
		06/25/2035 (a)		50,654
	160,094	Series 2005-11, 5.500%,
		11/25/2035		168,507

Principal Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
	115,000	Series 2005-16, 6.000%,
		12/25/2035	$	114,262
	100,659	Series 2005-17, 5.500%,
		01/25/2036		104,193
		Total Collateralized Mortgage
		Obligations (Cost $27,656,356)		27,659,231

Number of Shares
		COMMON STOCKS - 1.45%
		Automobiles - 0.14%
	5,576	General Motors Co.		191,926
	850	Toyota Motor Corp. - ADR		95,965
				287,891
		Banks - 0.02%
	1,059	HSBC Holdings Plc - ADR		53,829
		Chemicals - 0.17%
	1,281	Rockwood Holdings, Inc.		95,307
	3,631	The Dow Chemical Co.		176,430
	3,455	Tronox Ltd.		82,125
				353,862
		Computers & Peripherals - 0.04%
	3,460	EMC Corp.		94,839
		Diversified Telecommunication Services - 0.13%
	2,511	AT&T, Inc.		88,061
	4,037	Verizon Communications, Inc.		192,040
				280,101
		Food & Staples Retailing - 0.10%
	1,629	CVS Caremark Corp.		121,947
	1,079	Wal-Mart Stores, Inc.		82,468
				204,415
		Gas Utilities - 0.02%
	2,485	Tokyo Gas Co., Ltd. - ADR (e)		50,893
		Industrial Conglomerates - 0.04%
	634	Siemens AG - ADR		85,685
		Office Electronics - 0.02%
	1,139	Canon, Inc. - ADR		35,377
		Oil & Gas - 0.09%
	1,317	Exxon Mobil Corp.		128,645
	2,493	Statoil ASA - ADR		70,352
				198,997

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Pharmaceuticals - 0.38%
	988	Bayer AG - ADR	$	133,637
	2,739	Eli Lilly & Co.		161,218
	1,662	GlaxoSmithKline Plc - ADR		88,801
	1,237	Johnson & Johnson		121,510
	2,936	Pfizer, Inc.		94,304
	3,238	Roche Holdings Ltd. - ADR		122,137
	1,674	Sanofi - ADR		87,517
				809,124
		Semiconductor & Semiconductor
		Equipment - 0.06%
	932	KLA-Tencor Corp.		64,438
	1,370	Texas Instruments, Inc.		64,596
				129,034
		Tobacco - 0.11%
	2,434	Altria Group, Inc.		91,105
	545	British American Tobacco Plc - ADR		60,729
	965	Philip Morris International, Inc.		79,004
				230,838
		Trading Companies & Distributors - 0.07%
	2,030	Mitsubishi Corp. - ADR (e)		75,354
	288	Mitsui & Co., Ltd. - ADR (e)		81,236
				156,590
		Transportation - 0.02%
	22	CEVA Holdings, LLC (e)		37,458
		Wireless Telecommunication Services - 0.04%
	2,161	Vodafone Group Plc - ADR		79,546
		Total Common Stocks
		(Cost $2,633,600)		3,088,479

Principal Amount
		CONVERTIBLE OBLIGATIONS - 1.42%
		Auto Components - 0.04%
	30,000	TRW Automotive, Inc.
		3.500%, 12/01/2015		83,344
		Automobiles - 0.12%
	140,000	Ford Motor Co.
		4.250%, 11/15/2016		254,187
		Biotechnology - 0.17%
	100,000	Gilead Sciences, Inc.
		1.625%, 05/01/2016		311,250

Principal Amount			Value
		Biotechnology (Continued)
		BioMarin Pharmaceutical, Inc.
	20,000	0.750%, 10/15/2018	$	22,013
	28,000	1.500%, 10/15/2020		31,220
				364,483
		Communications Equipment - 0.05%
	75,000	Ciena Corp.
		3.750%, 10/15/2018 (Acquired
		01/17/2012 and 11/04/2013,
		Cost $84,504) (b)		105,328
		Computers & Peripherals - 0.06%
	80,000	SanDisk Corp.
		1.500%, 08/15/2017		131,950
		Energy Equipment & Services - 0.05%
	85,000	Hornbeck Offshore Services, Inc.
		1.500%, 09/01/2019		96,953
		Health Care Equipment & Supplies - 0.07%
	135,000	Hologic, Inc.
		2.000%, 03/01/2042		138,291
		Internet & Catalog Retail - 0.14%
		Priceline.com, Inc.
	63,000	1.000%, 03/15/2018		89,499
	183,000	0.350%, 06/15/2020 (Acquired
		08/07/2013 through 09/13/2013,
		Cost $185,683) (b)		216,970
				306,469
		Metals & Mining - 0.43%
	780,000	B2Gold Corp.
		3.250%, 10/01/2018 (Acquired
		08/19/2013, Cost $780,000) (b)		819,492
	74,000	United States Steel Corp.
		2.750%, 04/01/2019		96,246
				915,738
		Oil & Gas - 0.06%
	50,000	Chesapeake Energy Corp.
		2.750%, 11/15/2035		52,344
	90,000	Peabody Energy Corp.
		4.750%, 12/15/2041		73,237
				125,581
		Pharmaceuticals - 0.06%
	35,000	Mylan, Inc.
		3.750%, 09/15/2015		128,822

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		CONVERTIBLE OBLIGATIONS (Continued)
		Semiconductor & Semiconductor Equipment - 0.13%
	90,000	Intel Corp.
		3.250%, 08/01/2039	$	126,000
	15,000	Micron Technology, Inc.
		3.125%, 05/01/2032		37,322
	65,000	Xilinx, Inc.
		2.625%, 06/15/2017		122,200
				285,522
		Software - 0.04%
	85,000	Nuance Communications, Inc.
		2.750%, 11/01/2031		85,584
		Total Convertible Obligations
		(Cost $2,510,053)		3,022,252

Number of Shares
		CONVERTIBLE PREFERRED STOCKS - 0.54%
		Electric Utilities - 0.01%
	400	NextEra Energy, Inc.		24,532
		Metals & Mining - 0.09%
	7,595	ArcelorMittal SA		182,128
		Multi-Utilities - 0.02%
	698	Dominion Resources, Inc.		40,135
		Oil & Gas - 0.05%
	91	Chesapeake Energy Corp. (Acquired
		10/19/2012, Cost $91,288) (b)		101,977
		Real Estate - 0.28%
	3,046	iStar Financial, Inc.		196,467
	7,500	Weyerhaeuser Co.		409,500
				605,967
		Wireless Telecommunication Services - 0.09%
	1,828	Crown Castle International Corp.		185,341
		Total Convertible Preferred Stocks
		(Cost $1,020,165)		1,140,080

Principal Amount
		CORPORATE OBLIGATIONS - 16.88%
		Aerospace & Defense - 0.15%
	305,000	Meccanica Holdings USA, Inc.
		6.250%, 01/15/2040
		(Acquired 11/29/2012 and
		12/07/2012, Cost $268,182) (b)	$	277,550

Principal Amount			Value
		Aerospace & Defense (Continued)
	35,000	Rockwell Collins, Inc.
		0.583%, 12/15/2016 (a)	$	35,043
				312,593
		Auto Components - 0.07%
	100,000	The Goodyear Tire & Rubber Co.
		6.500%, 03/01/2021		109,500
	30,000	Lear Corp.
		5.375%, 03/15/2024		30,675
				140,175
		Automobiles - 0.22%
	260,000	Nissan Motor Acceptance Corp.
		0.786%, 03/03/2017 (Acquired
		02/25/2014, Cost $260,000) (a)(b)		260,641
	200,000	Volkswagen International Finance NV
		0.676%, 11/18/2016 (Acquired
		11/13/2013, Cost $200,000) (a)(b)		200,444
				461,085
		Banks - 1.94%
	630,000	Banco Santander Brasil SA
		8.000%, 03/18/2016 (Acquired
		05/02/2013, Cost $316,348) (b)		259,261
		Bank of America Corp.
	140,000	1.266%, 01/15/2019 (a)		141,731
	385,000	2.650%, 04/01/2019		386,677
		CIT Group, Inc.
	100,000	5.375%, 05/15/2020		107,750
	100,000	5.000%, 08/15/2022		104,188
	1,000,000	Halyk Savings Bank of Kazakhstan JSC
		7.250%, 01/28/2021 (Acquired
		04/05/2011 and 04/11/2011,
		Cost $1,015,390) (b)		1,054,000
		JPMorgan Chase & Co.
	100,000	6.000%, 12/29/2049 (a)		99,000
	800,000	4.250%, 11/02/2018		664,763
		Royal Bank of Scotland Group Plc
	675,000	6.125%, 12/15/2022		709,299
	200,000	6.934%, 04/09/2018		315,257
	275,000	Societe Generale SA
		5.000%, 01/17/2024
		(Acquired 01/14/2014,
		Cost $272,506) (b)		274,571
				4,116,497

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Beverages - 0.19%
	315,000	Coca-Cola Co.
		0.338%, 11/01/2016 (a)	$	315,366
	90,000	Crestview DS Merger Sub II, Inc.
		10.000%, 09/01/2021 (Acquired
		02/11/2014, Cost $99,078) (b)		100,350
				415,716
		Business Services - 0.54%
	1,120,000	Alfa Bond OJSC Via Alfa Bond
		Issuance Plc
		7.750%, 04/28/2021 (Acquired
		04/19/2011, Cost $1,120,000) (b) .		1,150,800
		Chemicals - 0.48%
	660,000	Hercules, Inc.
		6.500%, 06/30/2029		587,400
		INEOS Group Holdings SA
	100,000	6.500%, 08/15/2018 (Acquired
		05/02/2013, Cost $130,659) (b)		145,009
	100,000	5.750%, 02/15/2019 (Acquired
		02/11/2014, Cost $136,400) (b)		141,538
	140,000	Monsanto Co.
		0.436%, 11/07/2016 (a)		140,308
				1,014,255
		Commercial Services & Supplies - 0.12%
	250,000	ServiceMaster Co.
		7.000%, 08/15/2020		265,937
		Communications - 0.10%
	200,000	Univision Communications, Inc.
		7.875%, 11/01/2020 (Acquired
		04/20/2011, Cost $210,427) (b)		222,000
		Construction & Engineering - 0.05%
	300,000	Odebrecht Finance Ltd.
		8.250%, 04/25/2018 (Acquired
		04/17/2013, Cost $149,348) (b)		111,062
		Construction Materials - 0.17%
	100,000	Cemex Finance LLC
		5.250%, 04/01/2021 (Acquired
		03/25/2014, Cost $138,265) (b)(c)		137,766
	200,000	Cemex S.A.B. de C.V.
		9.000%, 01/11/2018 (Acquired
		07/06/2011 and 07/13/2012,
		Cost $192,733) (b)		218,500
				356,266

Principal Amount			Value
		Consumer Finance - 0.29%
	200,000	Ally Financial, Inc.
		7.500%, 09/15/2020	$	238,500
	150,000	Caterpillar Financial Services Corp.
		0.466%, 03/03/2017 (a)		150,024
		SLM Corp.
	100,000	8.450%, 06/15/2018		118,125
	100,000	5.500%, 01/15/2019		106,125
				612,774
		Containers & Packaging - 0.10%
	200,000	Ardagh Packaging Finance Plc
		9.125%, 10/15/2020 (Acquired
		11/26/2013, Cost $215,694) (b)		224,000
		Diversified Financial Services - 0.88%
	200,000	Ford Motor Credit Co. LLC
		1.006%, 01/17/2017 (a)		201,241
		General Electric Capital Corp.
	300,000	7.125%, 06/15/2022 (a)		342,542
	145,000	0.457%, 01/14/2016 (a)		145,167
	100,000	General Motors Financial Co., Inc.
		3.250%, 05/15/2018		101,250
	250,000	Hyundai Capital Services, Inc.
		1.035%, 03/18/2017 (Acquired
		03/11/2014, Cost $250,000) (a)(b)		250,472
		Icahn Enterprises LP
	236,000	4.875%, 03/15/2019 (Acquired
		01/08/2014, Cost $236,000) (b)		240,720
	200,000	5.875%, 02/01/2022 (Acquired
		01/22/2014, Cost $200,000) (b)		203,500
	100,000	Nuveen Investments, Inc.
		9.500%, 10/15/2020 (Acquired
		09/12/2012, Cost $100,000) (b)		107,000
	100,000	PNK Finance Corp.
		6.375%, 08/01/2021 (Acquired
		07/30/2013, Cost $100,000) (b)		104,500
	185,733	Schahin II Finance Co. SPV Ltd.
		5.875%, 09/25/2022 (Acquired
		03/21/2012, Cost $185,733) (b)		179,465
				1,875,857
		Diversified Telecommunication Services - 0.35%
	100,000	Cricket Communications, Inc.
		7.750%, 10/15/2020		114,475
	100,000	Frontier Communications Corp.
		7.875%, 01/15/2027		101,250

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Diversified Telecommunication Services (Continued)
	525,000	Verizon Communications, Inc.
		4.150%, 03/15/2024	$	534,455
				750,180
		Electric Utilities - 0.51%
	580,000	Cia de Eletricidade do Estado da Bahia
		11.750%, 04/27/2016 (Acquired
		04/19/2011, Cost $367,321) (b)		244,755
	60,000	Duke Energy Progress, Inc.
		0.435%, 03/06/2017 (a)		59,992
	500,000	Enel SpA
		8.750%, 09/24/2073 (Acquired
		09/17/2013 and 01/27/2014,
		Cost $515,853) (b)		562,300
	200,000	InterGen NV
		7.000%, 06/30/2023 (Acquired
		06/07/2013, Cost $196,463) (b)		211,000
				1,078,047
		Energy Equipment & Services - 0.10%
	200,000	CGG
		7.750%, 05/15/2017		203,500
	13,000	Pioneer Energy Services Corp.
		6.125%, 03/15/2022 (Acquired
		03/04/2014, Cost $13,000) (b)		13,260
				216,760
		Food Distributors - 0.02%
	50,000	KeHE Distributors LLC / KeHE
		Finance Corp.
		7.625%, 08/15/2021 (Acquired
		07/30/2013, Cost $50,000) (b)		53,844
		Food Products - 0.30%
	445,000	BRF SA
		7.750%, 05/22/2018 (Acquired
		05/15/2013, Cost $219,889) (b)		162,487
	142,000	Del Monte Corp.
		7.625%, 02/15/2019		148,124
	200,000	JBS USA, LLC / JBS USA Finance, Inc.
		8.250%, 02/01/2020 (Acquired
		01/25/2012 and 05/17/2012,
		Cost $197,069) (b)		220,000

Principal Amount			Value
		Food Products (Continued)
	100,000	Sun Merger Sub, Inc.
		5.875%, 08/01/2021 (Acquired
		07/19/2013, Cost $100,000) (b)	$	104,000
				634,611
		Health Care Providers & Services - 0.61%
	105,000	BioScrip, Inc.
		8.875%, 02/15/2021 (Acquired
		02/06/2014 and 02/07/2014,
		Cost $105,700) (b)		109,594
	75,000	Catamaran Corp.
		4.750%, 03/15/2021		76,219
		CHS/Community Health Systems, Inc.
	200,000	8.000%, 11/15/2019		220,750
	115,000	6.875%, 02/01/2022 (Acquired
		01/15/2014, Cost $115,000) (b)		120,750
		HCA, Inc.
	200,000	7.875%, 02/15/2020		213,400
	215,000	5.000%, 03/15/2024		215,940
		Tenet Healthcare Corp.
	100,000	8.125%, 04/01/2022		112,000
	100,000	5.000%, 03/01/2019 (Acquired
		03/05/2014, Cost $100,000) (b)		100,125
	117,000	WellCare Health Plans, Inc.
		5.750%, 11/15/2020		123,435
				1,292,213
		Holding Companies-Diversified - 0.17%
	100,000	Faenza GmbH
		8.250%, 08/15/2021 (Acquired
		07/25/2013, Cost $132,850) (b)		152,231
	200,000	Stena AB
		7.000%, 02/01/2024 (Acquired
		01/17/2014, Cost $200,000) (b)		204,000
				356,231
		Hotels, Restaurants & Leisure - 0.22%
	250,000	Caesars Entertainment Operating Co., Inc.
		11.250%, 06/01/2017		241,250
	200,000	MGM Resorts International
		7.500%, 06/01/2016		223,750
				465,000

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Household Durables - 0.07%
	145,000	Desarrolladora Homex SAB de CV
		9.750%, 03/25/2020 (Acquired
		04/12/13 through 04/17/2013,
		Cost $85,866) (b)(f)	$	16,856
	125,000	KB Home
		7.000%, 12/15/2021		134,844
				151,700
		Household Products - 0.20%
	145,000	Procter & Gamble Co.
		0.317%, 11/04/2016 (a)		145,057
	250,000	Reynolds Group Issuer LLC
		8.250%, 02/15/2021		274,062
				419,119
		Independent Power & Renewable Electricity
		Producers - 0.10%
	15,000	AES Corp.
		5.500%, 03/15/2024		14,925
		Calpine Corp.
	100,000	6.000%, 01/15/2022 (Acquired
		10/17/2013, Cost $99,193) (b)		105,500
	100,000	5.875%, 01/15/2024 (Acquired
		10/29/2013, Cost $100,000) (b)		102,000
				222,425
		Insurance - 0.54%
	700,000	Assicurazioni Generali SpA
		7.750%, 12/12/2042 (a)		1,154,956
		Internet Software & Services - 0.05%
	100,000	Equinix, Inc.
		5.375%, 04/01/2023		102,500
		IT Services - 0.06%
	120,000	iGATE Corp.
		4.750%, 04/15/2019 (Acquired
		03/19/2014, Cost $120,000) (b)		121,050
		Machinery - 0.11%
	22,000	BlueLine Rental Finance Corp.
		7.000%, 02/01/2019 (Acquired
		01/16/2014, Cost $22,000) (b)		23,320
	200,000	Navistar International Corp.
		8.250%, 11/01/2021		204,750
				228,070

Principal Amount			Value
		Media - 0.56%
	100,000	CCO Holdings LLC / CCO Holdings
		Capital Corp.
		5.250%, 09/30/2022	$	99,125
	200,000	Clear Channel Communications, Inc.
		9.000%, 03/01/2021		209,750
		Clear Channel Worldwide Holdings, Inc.
	85,000	7.625%, 03/15/2020		92,225
	100,000	6.500%, 11/15/2022		107,375
	200,000	Columbus International, Inc.
		7.375%, 03/30/2021 (Acquired
		03/24/14, Cost $200,000) (b)		206,250
	150,000	DISH DBS Corp.
		7.125%, 02/01/2016		164,250
	100,000	Gannett Co., Inc.
		5.125%, 07/15/2020 (Acquired
		07/24/2013, Cost $98,566) (b)		103,250
	200,000	VTR Finance BV
		6.875%, 01/15/2024 (Acquired
		01/17/2017, Cost $200,000) (b)		208,500
				1,190,725
		Metals & Mining - 0.36%
	45,000	Allegheny Technologies, Inc.
		5.950%, 01/15/2021		47,564
	200,000	Arcelormittal SA
		6.000%, 03/01/2021		214,250
		First Quantum Minerals Ltd.
	115,000	6.750%, 02/15/2020 (Acquired
		05/15/2012, Cost $98,858) (b)		117,013
	115,000	7.000%, 02/15/2021 (Acquired
		05/15/2012, Cost $98,807) (b)		117,587
	250,000	FMG Resources Ltd.
		6.875%, 02/01/2018 (Acquired
		04/26/2011, Cost $262,587) (b)		264,062
				760,476
		Multi-Utilities - 0.09%
	250,000	Texas Competitive Electric
		Holdings Co., LLC
		11.500%, 10/01/2020 (Acquired
		04/14/2011 and 11/09/2011,
		Cost $242,815) (b)		193,125

See notes to financial statements.

GuideMark^SM Opportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Oil & Gas - 3.78%
	125,000	BP Capital Markets Plc
		0.656%, 11/07/2016 (a)	$	125,597
	200,000	Chaparral Energy, Inc.
		8.250%, 09/01/2021		221,000
	200,000	Chesapeake Energy Corp.
		6.125%, 02/15/2021		219,000
	100,000	Clayton Williams Energy, Inc.
		7.750%, 04/01/2019		106,750
	280,000	Continental Resources, Inc.
		5.000%, 09/15/2022		294,350
	100,000	Halcon Resources Corp.
		9.250%, 02/15/2022 (Acquired
		08/08/2013, Cost $100,000) (b)		104,750
	75,000	Jones Energy Holdings LLC
		6.750%, 04/01/2022 (Acquired
		03/27/2014, Cost $75,000) (b)		76,500
	250,000	Linn Energy LLC / Linn Energy
		Finance Corp.
		7.750%, 02/01/2021		270,000
	200,000	Offshore Group Investment Ltd.
		7.500%, 11/01/2019		214,000
	100,000	Penn Virginia Corporation
		8.500%, 05/01/2020		111,750
	340,000	Petrobras Global Finance BV
		6.250%, 03/17/2024		351,139
		Petroleos de Venezuela SA
	485,000	5.500%, 04/12/2037		253,412
	4,650,000	4.900%, 10/28/2014		4,452,375
	43,000	Petroleos Mexicanos
		7.650%, 11/24/2021 (Acquired
		12/01/2011, Cost $316,078) (b)		345,250
	250,000	Plains Exploration & Production Co.
		6.625%, 05/01/2021		275,000
		OGX Austria GmbH
	200,000	8.500%, 06/01/2018 (Acquired
		04/17/2013, Cost $117,896) (b)(f)		11,000
	800,000	8.375%, 04/01/2022 (Acquired
		03/27/2012 through 06/29/2012,
		Cost $770,692) (b)(f)		40,000
	200,000	Quicksilver Resources, Inc.
		9.125%, 08/15/2019		200,000

Principal Amount			Value
		Oil & Gas (Continued)
	200,000	Samson Investment Co.
		10.750%, 02/15/2020 (Acquired
		02/06/2012, Cost $200,000) (b)	$	219,000
	145,000	Shell International Finance BV
		0.446%, 11/15/2016 (a)		145,246
				8,036,119
		Pharmaceuticals - 0.27%
	200,000	Grifols Worldwide Operations Ltd.
		5.250%, 04/01/2022 (Acquired
		03/05/2014, Cost $200,000) (b)		205,000
	135,000	Johnson & Johnson
		0.303%, 11/28/2016 (a)		135,234
	200,000	VPII Escrow Corp.
		7.500%, 07/15/2021 (Acquired
		06/27/2013, Cost $200,000) (b)		226,000
				566,234
		Pipelines - 0.14%
	100,000	Regency Energy Partners LP
		5.875%, 03/01/2022		104,000
		Sabine Pass Liquefaction LLC
	100,000	5.625%, 04/15/2023		99,875
	100,000	5.625%, 02/01/2021		103,625
				307,500
		Publishing - 0.05%
	100,000	Visant Corp.
		10.000%, 10/01/2017		100,125
		Real Estate - 0.26%
	150,000	Host Hotels & Resorts LP
		5.250%, 03/15/2022		163,472
	375,000	Rialto Holdings LLC / Rialto Corp.
		7.000%, 12/01/2018 (Acquired
		11/08/2013 through 03/06/2014,
		Cost $377,700) (b)		386,953
				550,425
		Road & Rail - 0.14%
	195,000	Canadian National Railway Co.
		0.436%, 11/06/2015 (a)		195,079
	100,000	PBF Holding Co. LLC / PBF
		Finance Corp.
		8.250%, 02/15/2020		109,000
				304,079

See notes to financial statements.

100

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Semiconductor & Semiconductor Equipment - 0.21%
	250,000	Abengoa Finance SAU 8.875%, 11/01/2017 (Acquired 04/12/2011, Cost $252,698) (b)	$	281,875
	94,000	Freescale Semiconductor, Inc. 8.050%, 02/01/2020		103,752
	40,000	Novellus Systems, Inc. 2.625%, 05/15/2041		68,475
				454,102
		Software - 0.29%
	210,000	Blackboard, Inc. 7.750%, 11/15/2019 (Acquired 10/24/2013, Cost $210,000) (b)		221,025
	100,000	BMC Software Finance, Inc. 8.125%, 07/15/2021 (Acquired 08/07/2013, Cost $100,000) (b)		105,750
		First Data Corp.
	150,000	8.250%, 01/15/2021 (Acquired 02/17/2012 and 04/24/2012, Cost $146,987) (b)		163,500
	100,000	12.625%, 01/15/2021		119,500
				609,775
		Telecommunication Services - 0.86%
	200,000	Digicel Group Ltd. 8.250%, 09/30/2020 (Acquired 09/05/2012, Cost $200,000) (b)		214,500
	250,000	Intelsat Jackson Holdings SA 7.500%, 04/01/2021		275,625
	200,000	Lynx II Corp. 6.375%, 04/15/2023 (Acquired 02/07/2013, Cost $200,000) (b)		213,000
	100,000	Nokia Siemens Networks Finance BV 7.125%, 04/15/2020 (Acquired 03/22/2013, Cost $129,845) (b)		158,568
	155,000	Telecom Italia Capital SA 6.000%, 09/30/2034		145,313
		T Mobile USA, Inc.
	100,000	6.542%, 04/28/2020		108,000
	100,000	6.500%, 01/15/2024		105,000
	100,000	UPC Holding B.V. 6.750%, 03/15/2023 (Acquired 03/21/2013, Cost $128,966) (b)		150,991

Principal Amount			Value
		Telecommunication Services (Continued)
	200,000	Virgin Media Secured Finance Plc 5.500%, 01/15/2025 (Acquired 03/14/2014, Cost $200,000) (b)	$	203,000
	250,000	Wind Acquisition Finance SA 11.750%, 07/15/2017 (Acquired 02/27/2012, Cost $256,875) (b)		263,750
				1,837,747
		Textiles, Apparel & Luxury Goods - 0.88%
		Edcon Holdings (Pty) Limited
	1,120,000	9.500%, 03/01/2018 (Acquired 04/05/2011 and 04/12/2011, Cost $1,125,950) (b)		1,097,600
	300,000	9.500%, 03/01/2018 (Acquired 08/18/2011 through 08/24/2011, Cost $377,587) (b)		406,065
	150,000	13.375%, 06/30/2019 (Acquired 11/08/2013, Cost $200,393) (b)		187,046
	100,000	New Look Bondco I Plc 8.750%, 05/14/2018 (Acquired 05/03/2013, Cost $155,659) (b)		179,644
				1,870,355
		Transportation - 0.09%
	180,000	CHC Helicopter SA 9.250%, 10/15/2020		196,425
		Wireless Telecommunication Services - 0.19%
	100,000	Crown Castle International Corp. 5.250%, 01/15/2023		102,125
		Sprint Communications, Inc.
	150,000	9.000%, 11/15/2018 (Acquired 11/04/2011, Cost $150,000) (b)		183,750
	100,000	7.000%, 03/01/2020 (Acquired 02/28/2012, Cost $100,000) (b)		115,750
				401,625
		Total Corporate Obligations (Cost $35,584,630)		35,904,560

See notes to financial statements.

101

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		FOREIGN GOVERNMENT DEBT OBLIGATIONS - 29.78%
		Canadian Government Bond
	754,000	2.250%, 08/01/2014	$	685,113
	1,147,000	1.000%, 11/01/2014		1,037,934
		Financing of Infrastructural Projects State Enterprise
	100,000	8.375%, 11/03/2017 (Acquired 05/10/2011, Cost $103,663) (b)		88,500
	1,180,000	7.400%, 04/20/2018 (Acquired 04/15/2011, Cost $1,180,000) (b)		1,029,550
		Ghana Government Bond
	2,530,000	12.390%, 04/28/2014		940,084
	860,000	13.000%, 06/02/2014		314,174
	10,000	14.000%, 10/13/2014		3,557
	1,470,000	14.990%, 02/23/2015		500,251
	1,780,000	24.000%, 05/25/2015		648,056
	100,000	21.000%, 10/26/2015		35,125
	75,000	19.240%, 05/30/2016		25,496
	40,000	26.000%, 06/05/2017		15,259
	396,000	23.000%, 08/21/2017		141,600
	990,000	19.040%, 09/24/2018		308,198
		Hungary Government Bond
	373,600,000	6.750%, 08/22/2014		1,699,304
	1,800,000	8.000%, 02/12/2015		8,402
	9,000,000	7.750%, 08/24/2015		42,784
	8,800,000	5.500%, 02/12/2016		40,823
	135,000,000	5.500%, 12/22/2016		628,355
	731,080,000	6.750%, 02/24/2017		3,516,046
	227,610,000	6.750%, 11/24/2017		1,101,535
	42,180,000	4.000%, 04/25/2018		185,248
	22,680,000	5.500%, 12/20/2018		105,439
	20,540,000	6.500%, 06/24/2019		99,131
	4,380,000	7.500%, 11/12/2020		22,323
	3,310,000	7.000%, 06/24/2022		16,465
	17,900,000	6.000%, 11/24/2023		83,896
	6,080,000	5.500%, 06/24/2025		27,037
		Hungary Government International Bond
	440,000	4.375%, 07/04/2017 (g)		637,369
	150,000	5.750%, 06/11/2018 (g)		229,471
	2,650,000	6.375%, 03/29/2021		2,911,687

Principal Amount			Value
		FOREIGN GOVERNMENT DEBT OBLIGATIONS (Continued)
	200,000	Iceland Government International Bond 5.875%, 05/11/2022 (Acquired 05/03/2012, Cost $198,140) (b)	$	217,102
		Ireland Government Bond
	1,019,000	4.400%, 06/18/2019		1,596,617
	220,000	5.900%, 10/18/2019		368,856
	750,000	4.500%, 04/18/2020		1,177,380
	2,224,000	5.000%, 10/18/2020		3,595,253
	1,563,000	5.400%, 03/13/2025		2,585,900
		Korea Treasury Bond
	93,200,000	3.250%, 06/10/2015		88,135
	2,684,400,000	2.750%, 12/10/2015		2,521,651
	2,058,200,000	2.750%, 06/10/2016		1,931,216
	1,846,100,000	3.000%, 12/10/2016		1,741,031
		Malaysia Government Bond
	220,000	3.434%, 08/15/2014		67,473
	10,000	3.741%, 02/27/2015		3,080
	2,015,000	3.835%, 08/12/2015		622,895
	12,104,000	4.720%, 09/30/2015		3,792,765
	1,610,000	3.197%, 10/15/2015		493,706
		Mexican Bonos
	325,090	6.000%, 06/18/2015		2,561,262
	11,460	8.000%, 12/17/2015		93,637
	8,600	6.250%, 06/16/2016		69,096
	8,760	7.250%, 12/15/2016		72,341
	20,000	7.750%, 12/14/2017		169,182
	100,000	8.500%, 12/13/2018		874,866
	235,000	6.500%, 06/10/2021		1,886,275
		Mexican Udibonos
	10,394	4.500%, 12/18/2014 (j)		81,831
	26,552	5.000%, 06/16/2016 (j)		220,655
	22,692	3.500%, 12/14/2017 (j)		185,839
	13,636	4.000%, 06/13/2019 (j)		115,228
	11,269	2.500%, 12/10/2020 (j)		88,153
	47,800,000	Philippine Government Bond 1.625%, 04/25/2016		1,051,436
		Poland Government Bond
	5,658,000	2.720%, 01/25/2017 (a)		1,868,549
	8,783,000	2.720%, 01/25/2021 (a)		2,849,435

See notes to financial statements.

102

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		FOREIGN GOVERNMENT DEBT OBLIGATIONS (Continued)
	400,000	Republic of Ghana 7.875%, 08/07/2023 (Acquired 07/25/2013, Cost $396,604) (b)	$	369,000
	1,060,000	Republic of Serbia 7.250%, 09/28/2021 (Acquired 09/21/2011, Cost $1,041,588) (b)		1,191,281
		Serbia Treasury Bonds
	55,000,000	10.000%, 03/01/2015		668,103
	20,200,000	10.000%, 04/27/2015		244,969
	2,320,000	10.000%, 01/30/2016		28,101
	4,330,000	10.000%, 06/27/2016		51,941
	1,700,000	10.000%, 08/15/2016		20,327
	990,000	10.000%, 10/17/2016		11,822
	10,400,000	10.000%, 12/19/2016		123,998
	18,170,000	10.000%, 11/08/2017		210,942
	890,000	10.000%, 11/21/2018		10,024
	310,000	Singapore Government Bond 1.125%, 04/01/2016		249,643
	610,000	Slovenia Government International Bond 5.850%, 05/10/2023 (Acquired 05/02/2013 and 08/02/2013, Cost $594,402) (b)		667,950
		Sri Lanka Government Bonds
	37,900,000	11.000%, 09/01/2015		304,300
	1,900,000	8.500%, 11/01/2015 (c)		14,738
	132,300,000	8.000%, 06/01/2016		1,021,175
	16,500,000	5.800%, 07/15/2017		119,360
	11,130,000	8.500%, 04/01/2018		84,067
	140,000	8.500%, 06/01/2018		1,052
	710,000	7.500%, 08/15/2018		5,143
	8,660,000	8.000%, 11/15/2018		63,892
	500,000	10.600%, 07/01/2019		4,024
	340,000	9.000%, 05/01/2021		2,468
	1,900,000	11.200%, 07/01/2022		15,295
		Ukraine Government International Bond
	620,000	9.250%, 07/24/2017 (Acquired 07/17/2012, Cost $620,000) (b)		613,800
	200,000	9.250%, 07/24/2017		198,000

Principal Amount			Value
		FOREIGN GOVERNMENT DEBT OBLIGATIONS (Continued)
	2,300,000	7.950%, 02/23/2021 (Acquired 04/05/2011 and 04/11/2011, Cost $2,389,489) (b)	$	2,185,000
	1,200,000	7.500%, 04/17/2023 (Acquired 07/18/2013 through 07/29/2013, Cost $1,072,134) (b)		1,122,000
		Uruguay Government International Bond
	3,149,010	5.000%, 09/14/2018 (j)		146,234
	4,382,783	4.250%, 04/05/2027 (j)		201,511
	36,524,160	4.375%, 12/15/2028 (j)		1,694,495
	1,007,954	3.700%, 06/26/2037 (j)		42,285
		Uruguay Notas del Tesoro
	96,000	9.750%, 06/14/2014		4,193
	393,370	7.000%, 12/23/2014 (j)		17,689
	16,480,000	10.500%, 03/15/2015		698,890
	1,069,740	4.000%, 06/14/2015 (j)		46,130
	2,465,000	10.250%, 08/22/2015		102,375
	222,000	9.500%, 01/27/2016		8,952
	3,328,080	2.750%, 06/16/2016 (j)		137,862
	84,900	4.250%, 01/05/2017 (j)		3,691
	310,000	11.000%, 03/21/2017		12,171
	53,770	2.250%, 08/23/2017 (j)		2,187
	16,980	3.250%, 01/27/2019 (j)		728
	5,971,300	4.000%, 06/10/2020 (j)		246,950
	4,143,120	4.000%, 06/10/2020 (j)		177,908
	1,239,540	2.500%, 09/27/2022 (j)		48,697
	707,500	4.000%, 05/25/2025 (j)		27,975
		Total Foreign Government Debt Obligations (Cost $63,096,558)		63,342,395

	Number of Shares
		INVESTMENT COMPANIES - 0.24%
		Exchange Traded Funds - 0.24%
	10,755	WisdomTree Japan Hedged Equity Fund		509,142
		Total Investment Companies (Cost $516,363)		509,142

See notes to financial statements.

103

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		MORTGAGE BACKED SECURITIES - 11.64%
		Federal Home Loan Mortgage Corp.
	697,000	Pool # 4050, 3.500%, 05/15/2032	$	654,085
	914,240	Pool # 4062, 3.500%, 06/15/2042		798,197
	1,858,297	Pool # 274, 3.000%, 08/15/2042		1,778,353
	2,113,791	Pool # 4097, 3.500%, 08/15/2042		1,882,053
	2,274,986	Pool #T60853, 3.500%, 09/01/2042		2,269,342
	2,179,524	Pool #T60854, 3.500%, 09/01/2042		2,174,110
	2,367,877	Pool # 284, 3.000%, 10/15/2042		2,287,010
		Federal National Mortgage Association
	2,628,433	Pool # 1200, 3.000%, 10/01/2032		2,624,832
	1,253,925	Pool # 1201, 3.500%, 10/01/2032		1,292,731
	850,872	Pool # 2005-56, 6.000%, 08/25/2033 (a)		918,863
	704,731	Pool # 2011-113, 4.000%, 03/25/2040		725,767
	1,482,093	Pool # 2012-63, 2.000%, 08/25/2040		1,463,042
	2,000,000	Pool # 2011-131, 4.500%, 12/25/2041		2,171,607
	1,859,721	Pool # 2012-125, 3.000%, 11/25/2042		1,857,712
	324,507	Pool # 2013-6, 1.500%, 02/25/2043		237,600
		Government National Mortgage Association
	1,873,767	Pool # 2010-62, 5.598%, 05/20/2040 (a)(d)		303,882
	1,951,407	Pool # 2011-72, 5.228%, 05/20/2041 (a)(d)		257,262
	700,000	Pool # 2012-40, 4.000%, 01/20/2042		710,635

Principal Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
	554,017	Pool # 2102-78, 1.061%, 06/16/2052 (a)(d)	$	39,107
	3,823,134	Pool # 2012-135, 1.046%, 01/16/2053 (a)(d)		304,367
		Total Mortgage Backed Securities (Cost $26,075,485)		24,750,557

Number of Shares
		PREFERRED STOCKS - 0.21%
		Consumer Finance - 0.13%
	289	Ally Financial, Inc. (Acquired 05/03/2012 through 06/20/2012, Cost $248,598) (b)		286,887
		Metal Ore Mining - 0.04%
	3,692	Cliffs Natural Resources, Inc.		76,535
		Multi -Utilities - 0.01%
	547	Dominion Resources, Inc.		31,600
		Transportation - 0.03%
	49	CEVA Holdings LLC (e)		60,687
		Total Preferred Stocks (Cost $405,885)		455,709

Notional Amount
		PURCHASED OPTIONS - 0.01%
		Call Option
		U.S. Dollar - South Korean Won
	1,800,000	Expiration: May, 2014, Exercise Price: $1,099.00		4,331
		Put Option
		U.S. Dollar - Chilean Peso
	1,600,000	Expiration: May, 2014, Exercise Price: $549.50		20,035
		Total Purchased Options (Cost $19,960)		24,366

See notes to financial statements.

104

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		SHORT TERM INVESTMENTS - 17.33%
		Foreign Government Debt Obligations - 8.31%
		Bank Negara Malaysia Monetary Notes
	2,230,000	1.841%, 04/03/2014 (h)	$	682,792
	990,000	2.524%, 04/10/2014 (h)		302,957
	20,000	2.565%, 04/15/2014 (h)		6,118
	990,000	2.949%, 04/24/2014 (h)		302,636
	1,510,000	2.983%, 05/15/2014 (h)		460,854
	20,000	2.956%, 05/20/2014 (h)		6,102
	70,000	2.958%, 05/27/2014 (h)		21,345
	1,230,000	2.961%, 06/05/2014 (h)		374,690
	10,000	2.971%, 06/12/2014 (h)		3,044
	400,000	2.966%, 06/19/2014 (h)		121,713
	330,000	2.966%, 06/24/2014 (h)		100,373
	20,000	2.992%, 07/03/2014 (h)		6,079
	10,000	2.972%, 07/10/2014 (h)		3,038
	170,000	2.974%, 07/15/2014 (h)		51,620
	10,000	2.975%, 07/17/2014 (h)		3,036
	30,000	2.978%, 07/24/2014 (h)		9,103
	310,000	2.983%, 08/05/2014 (h)		93,971
	340,000	2.997%, 09/09/2014 (h)		102,775
	1,290,000	3.000%, 09/18/2014 (h)		389,657
	1,005,000	3.017%, 10/28/2014 (h)		302,593
	330,000	3.027%, 11/18/2014 (h)		99,187
	330,000	3.028%, 12/02/2014 (h)		99,143
	200,000	3.038%, 12/16/2014 (h)		59,973
	330,000	3.048%, 01/08/2015 (h)		98,767
	1,020,000	3.073%, 03/05/2015 (h)		303,886
	23,240,000	Hungary Treasury Bills 2.860%, 06/25/2014 (h)		103,670
		Korea Monetary Stabilization Bond
	333,000,000	2.570%, 06/09/2014		312,835
	328,000,000	2.720%, 09/09/2014		308,298
	443,460,000	2.740%, 02/02/2015		416,979
	1,604,340,000	2.470%, 04/02/2015		1,504,560
	6,092,200,000	2.900%, 12/02/2015		5,738,927

Principal Amount			Value
		Foreign Government Debt Obligations (Continued)
		Mexico Cetes
	12,800	2.469%, 04/03/2014 (h)	$	9,802
	72,300	3.310%, 04/30/2014 (h)		55,208
	32,300	3.387%, 07/10/2014 (h)		24,510
	100,900	3.458%, 09/18/2014 (h)		76,016
	803,030	3.463%, 10/16/2014 (h)		603,520
	1,205,800	3.567%, 12/11/2014 (h)		901,198
	310,000	Singapore Treasury Bill 0.243%, 04/04/2014 (h)		246,436
		Uruguay Treasury Bills
	1,160,000	14.260%, 05/16/2014 (h)		50,306
	1,360,000	14.930%, 06/20/2014 (h)		58,117
	20,000	15.210%, 07/24/2014 (h)		843
	4,853,000	15.540%, 08/29/2014 (h)		201,437
	280,000	15.420%, 09/11/2014 (h)		11,569
	2,870,000	14.940%, 12/18/2014 (h)		120,368
	4,230,000	15.160%, 02/05/2015 (h)		171,635
	625,430	13.601%, 03/26/2015 (h)(j)		23,910
	23,784,000	15.310%, 03/26/2015 (h)		962,124
	5,471,000	15.440%, 05/14/2015 (h)		219,186
	8,688,000	15.490%, 07/02/2015 (h)		342,731
	26,039,000	15.530%, 08/20/2015 (h)		943,673
	2,840,000	15.580%, 10/08/2015 (h)		102,607
	1,070,000	15.620%, 11/26/2015 (h)		37,470
	90,000	15.100%, 01/16/2015 (h)		3,536
	2,510,000	15.170%, 02/20/2015 (h)		97,801
	277,000	15.700%, 01/14/2016 (h)		10,213
				17,664,937
	Number of Shares
		Money Market Funds - 8.27%
	17,582,588	Federated Prime Obligations Fund		17,582,588

See notes to financial statements.

105

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Principal Amount			Value
		U.S. Treasury Bill - 0.75%
	1,600,000	United States Treasury Bill 0.058%, 08/21/2014 (i)	$	1,599,661
		Total Short Term Investments (Cost $37,159,345)		36,847,186
		Total Investments (Cost $209,141,075) - 98.40%		209,280,003
		Other Assets in Excess of Liabilities - 1.60%		3,395,002
		TOTAL NET ASSETS - 100.00%	$	212,675,005

Percentages are stated as a percent of net assets.

Principal amounts are denominated in the currency in which the security was purchased.

ADR - American Depositary Receipt

(a)	Variable Rate Security. The rate shown is the rate in effect on March 31, 2014.
(b)	Restricted securities as defined in Rule 144(a) under the Securities Act of 1933. Such securities are treated as liquid securities according to the Fund’s liquidity guidelines. The value of these securities total $28,714,638, which represents 13.50% of total net assets.
(c)	As of March 31, 2014, the Fund has fair valued these securities. The value of these securities were $252,504, which represents 0.12% of total net assets.

(d)	Represents an interest-only security that entitles holders to receive only interest payments on the underlying mortgages. The yield-to-maturity of an interest-only security is extremely sensitive to the rate of principal payments on the underlying mortgage assets. A rapid (slow) rate of principal repayments may have an adverse (positive) effect on yield to maturity. The principal amount shown is the notional amount of the underlying mortgages. Interest rate disclosed represents yield upon the estimated timing and amount of future cash flows at March 31, 2014. The securities are liquid and the value of these securities total $1,863,956, which represents 0.88% of total net assets.
(e)	Non-income producing.
(f)	Non-income producing. Item identified as in default as to payment of interest.
(g)	Restricted securities as defined in Regulation S under the Securities Act of 1933. Such securities are treated as liquid securities according to the Fund’s liquidity guidelines. The value of these securities total $866,840, which represents 0.41% of total net assets.
(h)	Zero coupon bond. The effective yield is listed.
(i)	Partially assigned as collateral for certain futures contracts.
(j)	Represents an inflation protected security.

See notes to financial statements.

106

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS

March 31, 2014

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
4/3/2014	Australian Dollar		580,000	U.S. Dollars		517,153		$	20,627
11/21/2014	Brazilian Real		1,440,000	U.S. Dollars		584,416			10,579
4/14/2014	Chilean Peso		672,012,500	U.S. Dollars		1,377,075			(153,444	)
4/15/2014	Chilean Peso		1,884,575,000	U.S. Dollars		3,848,428			(417,279	)
4/25/2014	Chilean Peso		297,500,000	U.S. Dollars		528,232			12,827
3/10/2015	Ghanaian Cedi		120,000	U.S. Dollars		38,710			(1,514	)
4/3/2014	Hungarian Forint		35,900,000	U.S. Dollars		146,872			14,041
4/11/2014	Indian Rupee		32,400,000	U.S. Dollars		527,687			13,291
4/15/2014	Indian Rupee		117,200,000	U.S. Dollars		1,858,371			96,330
4/17/2014	Indian Rupee		117,575,000	U.S. Dollars		1,874,049			85,819
4/2/2014	Malaysian Ringgit		2,355,000	U.S. Dollars		720,735			336
5/30/2014	Malaysian Ringgit		2,827,440	U.S. Dollars		871,510			(9,341	)
7/2/2014	Malaysian Ringgit		2,355,000	U.S. Dollars		717,769			(1,165	)
9/26/2014	Malaysian Ringgit		377,000	U.S. Dollars		115,273			(1,184	)
10/3/2014	Malaysian Ringgit		1,845,500	U.S. Dollars		557,941			298
1/8/2015	Malaysian Ringgit		13,700	U.S. Dollars		4,089			30
1/9/2015	Malaysian Ringgit		7,000	U.S. Dollars		2,091			13
1/12/2015	Malaysian Ringgit		2,000	U.S. Dollars		598			3
2/18/2015	Malaysian Ringgit		1,024,011	U.S. Dollars		303,034			3,967
3/11/2015	Malaysian Ringgit		2,414,589	U.S. Dollars		727,527			(4,603	)
3/12/2015	Malaysian Ringgit		612,600	U.S. Dollars		183,183			217
3/26/2015	Malaysian Ringgit		514,000	U.S. Dollars		152,582			1,161
4/2/2015	Malaysian Ringgit		2,355,000	U.S. Dollars		706,549			—
5/15/2014	Mexican Peso		7,364,734	U.S. Dollars		590,000			(27,867	)
5/16/2014	Mexican Peso		2,378,648	U.S. Dollars		190,000			(8,458	)
8/6/2014	Mexican Peso		1,597,390	U.S. Dollars		121,845			(709	)
8/8/2014	Mexican Peso		1,605,500	U.S. Dollars		122,857			(1,125	)
9/10/2014	Mexican Peso		11,784,520	U.S. Dollars		883,397			7,822
10/14/2014	Mexican Peso		18,798,000	U.S. Dollars		1,388,331			29,425
12/19/2014	Mexican Peso		9,598,100	U.S. Dollars		719,201			796
2/17/2015	Mexican Peso		67,745,080	U.S. Dollars		4,947,063			110,060
4/10/2014	Polish Zloty		4,746,256	Euro		1,120,060			25,600
4/15/2014	Polish Zloty		4,578,308	Euro		1,084,213			19,007
8/6/2014	Polish Zloty		963,300	Euro		221,994			10,190
2/10/2015	Polish Zloty		847,724	Euro		198,321			1,549
2/24/2015	Polish Zloty		2,950,000	Euro		690,947			3,418
3/12/2015	Polish Zloty		4,450,638	Euro		1,038,946			8,477
4/7/2014	Polish Zloty		3,450,000	U.S. Dollars		1,135,503			4,926
3/31/2015	Serbian Dinar		31,310,564	Euro		251,693			(97,115	)
4/11/2014	Singapore Dollar		2,419,882	U.S. Dollars		1,935,488			(11,741	)
5/30/2014	Singapore Dollar		1,411,379	U.S. Dollars		1,115,891			6,152
6/5/2014	Singapore Dollar		405,248	U.S. Dollars		322,367			(195	)
7/31/2014	Singapore Dollar		1,428,700	U.S. Dollars		1,131,913			3,995
8/6/2014	Singapore Dollar		917,603	U.S. Dollars		719,886			9,675

See notes to financial statements.

107

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Continued)

March 31, 2014

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
8/12/2014	Singapore Dollar		917,160	U.S. Dollars		722,060		$	7,158
12/10/2014	Singapore Dollar		2,188,625	U.S. Dollars		1,746,638			(6,129	)
3/11/2015	Singapore Dollar		1,387,980	U.S. Dollars		1,099,042			4,928
4/15/2014	South Korean Won		636,801,620	U.S. Dollars		556,937			40,867
6/27/2014	South Korean Won		606,000,000	U.S. Dollars		518,702			48,080
9/26/2014	South Korean Won		608,000,000	U.S. Dollars		556,267			9,999
10/14/2014	South Korean Won		536,797,500	U.S. Dollars		491,618			7,998
3/12/2015	South Korean Won		636,720,000	U.S. Dollars		588,031			1,362
4/10/2014	Swedish Krona		8,075,858	Euro		954,537			(67,426	)
4/15/2014	Swedish Krona		43,466,148	Euro		5,167,836			(405,091	)
9/8/2014	Swedish Krona		1,010,000	Euro		113,903			(1,229	)
10/3/2014	Swedish Krona		7,620,000	Euro		873,994			(29,877	)
11/20/2014	Uruguayan Peso		2,200,000	U.S. Dollars		93,697			(2,726	)
11/25/2014	Uruguayan Peso		2,200,000	U.S. Dollars		93,537			(2,693	)
12/1/2014	Uruguayan Peso		3,240,000	U.S. Dollars		138,521			(4,956	)
4/28/2014	U.S. Dollars		772,136	Brazilian Real		1,799,000			(14,947	)
5/9/2014	U.S. Dollars		154,630	British Pound		100,000			(12,036	)
4/3/2014	U.S. Dollars		891,428	Euro		650,000			(4,041	)
4/15/2014	U.S. Dollars		2,179,413	Euro		1,612,000			(41,288	)
4/28/2014	U.S. Dollars		138,233	Euro		100,000			476
4/30/2014	U.S. Dollars		541,669	Euro		408,000			(20,376	)
5/5/2014	U.S. Dollars		270,781	Euro		204,295			(10,646	)
5/9/2014	U.S. Dollars		131,275	Euro		100,000			(6,480	)
5/16/2014	U.S. Dollars		375,558	Euro		283,000			(14,284	)
5/20/2014	U.S. Dollars		3,083,885	Euro		2,380,000			(194,623	)
6/9/2014	U.S. Dollars		570,334	Euro		434,350			(27,981	)
6/13/2014	U.S. Dollars		622,715	Euro		469,000			(23,329	)
7/15/2014	U.S. Dollars		616,454	Euro		470,000			(30,958	)
7/16/2014	U.S. Dollars		986,448	Euro		755,000			(53,544	)
7/18/2014	U.S. Dollars		397,206	Euro		302,000			(18,791	)
7/22/2014	U.S. Dollars		288,358	Euro		220,000			(14,686	)
7/23/2014	U.S. Dollars		234,874	Euro		178,745			(11,342	)
7/25/2014	U.S. Dollars		484,308	Euro		366,000			(19,846	)
7/29/2014	U.S. Dollars		917,232	Euro		691,917			(35,862	)
7/31/2014	U.S. Dollars		542,401	Euro		408,000			(19,607	)
8/1/2014	U.S. Dollars		882,698	Euro		664,000			(31,942	)
8/4/2014	U.S. Dollars		3,083,986	Euro		2,323,287			(116,270	)
8/5/2014	U.S. Dollars		1,217,762	Euro		919,023			(48,164	)
8/6/2014	U.S. Dollars		741,378	Euro		559,081			(28,739	)
8/11/2014	U.S. Dollars		106,668	Euro		80,000			(3,529	)
8/15/2014	U.S. Dollars		117,439	Euro		88,500			(4,467	)
8/19/2014	U.S. Dollars		422,723	Euro		319,000			(16,689	)
8/20/2014	U.S. Dollars		712,020	Euro		533,000			(22,170	)
8/25/2014	U.S. Dollars		311,131	Euro		232,085			(8,558	)

See notes to financial statements.

108

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Continued)

March 31, 2014

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
8/28/2014	U.S. Dollars		132,707	Euro		100,331		$	(5,495	)
9/5/2014	U.S. Dollars		573,207	Euro		434,350			(25,094	)
9/23/2014	U.S. Dollars		259,153	Euro		191,000			(3,942	)
9/26/2014	U.S. Dollars		120,099	Euro		89,000			(2,495	)
10/31/2014	U.S. Dollars		105,781	Euro		76,597			267
11/10/2014	U.S. Dollars		180,062	Euro		133,000			(3,152	)
11/14/2014	U.S. Dollars		336,297	Euro		250,000			(8,092	)
11/17/2014	U.S. Dollars		119,102	Euro		88,500			(2,812	)
11/20/2014	U.S. Dollars		236,836	Euro		175,000			(4,238	)
12/8/2014	U.S. Dollars		1,119,808	Euro		826,000			(18,094	)
12/15/2014	U.S. Dollars		189,101	Euro		137,000			367
1/7/2015	U.S. Dollars		661,926	Euro		485,308			(6,667	)
1/9/2015	U.S. Dollars		136,760	Euro		100,000			(1,007	)
1/21/2015	U.S. Dollars		170,375	Euro		125,000			(1,837	)
2/9/2015	U.S. Dollars		277,230	Euro		200,000			1,683
2/20/2015	U.S. Dollars		388,862	Euro		283,000			(1,044	)
2/27/2015	U.S. Dollars		90,282	Euro		65,866			(466	)
3/9/2015	U.S. Dollars		867,080	Euro		631,123			(2,477	)
3/17/2015	U.S. Dollars		285,204	Euro		204,474			3,478
3/23/2015	U.S. Dollars		101,102	Euro		72,605			1,066
4/10/2014	U.S. Dollars		5,024,008	Japanese Yen		493,608,750			241,403
4/15/2014	U.S. Dollars		7,128,144	Japanese Yen		706,185,270			285,688
4/21/2014	U.S. Dollars		493,899	Japanese Yen		48,070,000			28,119
4/22/2014	U.S. Dollars		210,132	Japanese Yen		20,570,000			10,815
6/3/2014	U.S. Dollars		800,000	Japanese Yen		80,680,000			18,061
6/4/2014	U.S. Dollars		340,000	Japanese Yen		34,284,478			7,718
6/9/2014	U.S. Dollars		907,128	Japanese Yen		90,000,000			34,835
6/10/2014	U.S. Dollars		1,275,567	Japanese Yen		124,200,000			71,796
6/11/2014	U.S. Dollars		621,287	Japanese Yen		59,670,000			42,950
6/17/2014	U.S. Dollars		195,798	Japanese Yen		18,500,000			16,486
6/20/2014	U.S. Dollars		864,462	Japanese Yen		88,820,000			3,557
7/24/2014	U.S. Dollars		927,045	Japanese Yen		92,309,000			32,141
7/25/2014	U.S. Dollars		196,721	Japanese Yen		19,500,000			7,674
10/22/2014	U.S. Dollars		200,984	Japanese Yen		19,600,000			10,847
12/22/2014	U.S. Dollars		1,728,833	Japanese Yen		177,460,000			6,310
12/26/2014	U.S. Dollars		924,054	Japanese Yen		95,820,000			(6,063	)
1/8/2015	U.S. Dollars		190,259	Japanese Yen		19,732,000			(1,301	)
1/15/2015	U.S. Dollars		1,091,911	Japanese Yen		113,240,000			(7,510	)
2/12/2015	U.S. Dollars		349,814	Japanese Yen		35,633,000			3,769
2/13/2015	U.S. Dollars		347,371	Japanese Yen		35,430,000			3,295
2/17/2015	U.S. Dollars		115,543	Japanese Yen		11,790,000			1,041
2/18/2015	U.S. Dollars		233,142	Japanese Yen		23,670,000			3,261
2/25/2015	U.S. Dollars		57,701	Japanese Yen		5,910,000			300
2/26/2015	U.S. Dollars		115,482	Japanese Yen		11,810,000			776

See notes to financial statements.

109

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Continued)

March 31, 2014

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
2/27/2015	U.S. Dollars		38,615	Japanese Yen		3,936,000		$	385
3/9/2015	U.S. Dollars		314,413	Japanese Yen		32,151,400			2,105
3/19/2015	U.S. Dollars		351,380	Japanese Yen		35,670,000			4,860
3/24/2015	U.S. Dollars		173,655	Japanese Yen		17,733,000			1,378
3/25/2015	U.S. Dollars		177,288	Japanese Yen		18,110,000			1,347
4/2/2014	U.S. Dollars		720,624	Malaysian Ringgit		2,355,000			(446	)
4/30/2014	U.S. Dollars		1,633,151	Mexican Peso		21,400,000			(2,215	)
4/3/2014	U.S. Dollars		525,515	New Zealand Dollar		630,000			(21,108	)
4/10/2014	U.S. Dollars		647,869	New Zealand Dollar		765,000			(15,519	)
4/7/2014	U.S. Dollars		1,090,495	Polish Zloty		3,450,000			(49,935	)
4/7/2014	U.S. Dollars		1,117,189	Swiss Franc		991,000			(3,852	)
								$	(836,646	)

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FUTURES CONTRACTS

March 31, 2014

Description	Number of Contracts Sold			Notional Value			Settlement Month	Unrealized Appreciation (Depreciation)
Euro-Bund Futures		(20	)		(3,950,570	)	Jun-14		$	1,387
Euro Stoxx Futures		(10	)		(427,074	)	Jun-14			(11,320	)
Nikkei 225 Futures		(4	)		(297,100	)	Jun-14			(1,764	)
E-mini S&P 500 Futures		(30	)		(2,796,900	)	Jun-14			(1,422	)
U.S. Treasury 5-Year Note Futures		(10	)		(1,189,531	)	Jun-14			(1,737	)
U.S. Treasury 10-Year Note Futures		(7	)		(864,500	)	Jun-14			(1,325	)
U.S. Treasury Long Bond Futures		(4	)		(532,875	)	Jun-14			(4,757	)
									$	(20,938	)

See notes to financial statements.

110

GuideMark^SMOpportunistic Fixed Income Fund

CREDIT DEFAULT SWAPS ON CORPORATE, INDICES, AND SOVEREIGN — BUY PROTECTION⁽¹⁾

March 31, 2014

Reference Obligation	Implied Credit Spread at March, 31, 2014⁽³⁾	Fixed Pay Rate	Maturity Date	Counterparty	Notional Amount⁽⁴⁾		Fair Value			Upfront Premiums Paid (Received)				Unrealized Appreciation (Depreciation)
Bolivarian Republic of Venezuela	12.77%	5.000%	6/20/2019	Deutsche Bank		250,000	$	65,564			$	62,927			$	2,637
Federative Republic of Brazil	1.69%	1.000%	6/20/2019	Merrill Lynch		1,100,000		37,359				42,835				(5,476	)
iTraxx Europe Crossover Series 18 Index	1.62%	5.000%	12/20/2017	Merrill Lynch		245,000		(39,675	)			(7,585	)			(32,090	)
							$	63,248			$	98,177			$	(34,929	)

GuideMark^SMOpportunistic Fixed Income Fund

CREDIT DEFAULT SWAPS ON CORPORATE, INDICES, AND SOVEREIGN — SELL PROTECTION⁽²⁾

March 31, 2014

Reference Obligation	Implied Credit Spread at March 31, 2014⁽³⁾	Fixed Receive Rate	Maturity Date	Counterparty	Notional Amount⁽⁴⁾		Fair Value			Upfront Premiums Received				Unrealized Appreciation (Depreciation)
TXU Energy	43.67%	5.000%	6/20/2015	Credit Suisse		450,000	$	(141,750	)		$	(28,292	)		$	(113,458	)
							$	(141,750	)		$	(28,292	)		$	(113,458	)

See notes to financial statements.

111

GuideMark^SMOpportunistic Fixed Income Fund

OVER-THE-COUNTER INTEREST RATE SWAPS

March 31, 2014

Pay/Receive Floating Rate	Floating Rate Index	Fixed Pay Rate	Maturity Date	Counterparty	Notional Amount⁽⁴⁾		Fair Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Receive	3-MO-USD-LIBOR	3.018%	8/22/2023	JP Morgan Chase		7,290,000	$	(158,013	)		$	0		$	(158,013	)
Receive	3-MO-USD-LIBOR	3.848%	8/22/2043	JP Morgan Chase		4,170,000		(249,745	)			0			(249,745	)
							$	(407,758	)		$	0		$	(407,758	)

1)	If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.
2)	If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.
3)	Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on U.S. municipal issues, corporate issues or sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.
4)	The maximum potential amount the Fund could be required to pay as seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

See notes to financial statements.

112

GuidePath^SMStrategic Asset Allocation Fund
SCHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		INVESTMENT COMPANIES - 97.84%
		Affiliated Mutual Funds - 52.83%
	352,945	Altegris^®Macro Strategy Fund -
		Institutional Shares (a)	$	2,834,151
	584,654	Altegris^®Multi-Strategy
		Alternatives Fund - Institutional
		Shares		5,793,917
	1,432,429	GuideMark^SMGlobal Real Return
		Fund - Institutional Shares		13,207,000
	1,384,954	GuideMark^SMLarge Cap Growth
		Fund - Institutional Shares		18,932,316
	1,864,665	GuideMark^SMLarge Cap Value
		Fund - Institutional Shares		21,872,519
	1,087,491	GuideMark^SMOpportunistic Equity
		Fund - Institutional Shares		14,670,253
	1,318,004	GuideMark^SMSmall/Mid Cap Core
		Fund - Institutional Shares		22,102,933
	6,133,056	GuideMark^SMWorld ex-US Fund -
		Institutional Shares		54,829,523
				154,242,612
		Exchange Traded Funds - 45.01%
	114,787	iShares Core MSCI Emerging
		Markets ETF		5,633,746
	232,279	iShares MSCI Canada Index ETF (b)		6,863,844
	122,750	iShares MSCI Switzerland
		Capped ETF (b)		4,215,235
	219,847	SPDR S&P 500 ETF Trust		41,120,183
	43,370	SPDR S&P 600 Small Cap
		Growth ETF (b)		7,756,291
	66,204	SPDR S&P China ETF (b)		4,813,693
	1,088,090	Vanguard FTSE All-World ex-US
		Index Fund (b)		54,741,808
	34,494	Vanguard Global ex-US Real
		Estate ETF		1,865,090
	62,114	Vanguard REIT ETF (b)		4,386,491
				131,396,381
		Total Investment Companies
		(Cost $226,712,706)		285,638,993

Number of Shares			Value
		SHORT TERM INVESTMENTS - 1.91%
		Money Market Funds - 1.91%
	5,569,507	Federated Prime Obligations Fund	$	5,569,507
		Total Short Term Investments
		(Cost $5,569,507)		5,569,507
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 13.13%
		Money Market Funds - 13.13%
	38,325,716	First American Government
		Obligations Fund		38,325,716
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $38,325,716)		38,325,716
		Total Investments
		(Cost $270,607,929) - 112.88%		329,534,216
		Liabilities in Excess of Other
		Assets - (12.88)%		(37,598,602	)
		TOTAL NET ASSETS - 100.00%	$	291,935,614

Percentages are stated as a percent of net assets.

(a)	Non-income producing security.
(b)	All or portion of this security is on loan.

See notes to financial statements.

113

GuidePath^SMTactical Constrained^SMAsset Allocation Fund
SCHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		INVESTMENT COMPANIES - 97.78%
		Affiliated Mutual Funds - 65.55%
	1,752,287	GuideMark^SMCore Fixed Income
		Fund - Institutional Shares	$	16,418,929
	951,143	GuideMark^SMLarge Cap Growth
		Fund - Institutional Shares		13,002,131
	1,137,975	GuideMark^SMLarge Cap Value
		Fund - Institutional Shares		13,348,445
	1,550,382	GuideMark^SMOpportunistic Equity
		Fund - Institutional Shares		20,914,647
	1,125,032	GuideMark^SMOpportunistic Fixed
		Income Fund - Institutional Shares		11,182,821
	902,101	GuideMark^SMSmall/Mid Cap Core
		Fund - Institutional Shares		15,128,230
	4,465,174	GuideMark^SMWorld ex-US Fund -
		Institutional Shares		39,918,653
				129,913,856
		Exchange Traded Funds - 27.79%
	8,664	iShares 10+Year Credit Bond ETF (a)		503,552
	186,183	iShares Core MSCI Emerging
		Markets ETF (a)		9,137,862
	11,336	iShares Credit Bond ETF		1,241,405
	28,300	iShares Global Infrastructure ETF (a)		1,178,695
	25,212	iShares International Select
		Dividend ETF (a)		974,192
	8,363	iShares TIPS ETF (b)		937,492
	65,221	iShares U.S. Home Construction
		ETF (a)		1,579,653
	68,454	Market Vectors Unconventional
		Oil & Gas ETF (a)		2,032,125
	10,897	PowerShares DB Gold Fund (a)(b)		468,582
	59,972	SPDR Barclays High Yield Bond
		ETF (a)		2,477,443
	8,346	SPDR DB International Government
		Inflation-Protected Bond ETF		501,511
	141,031	SPDR S&P 500 ETF Trust (a)		26,378,438
	13,374	SPDR S&P Dividend ETF		984,059
	20,913	Vanguard FTSE Pacific ETF (a)		1,235,958
	36,832	Vanguard Global ex-US Real Estate
		ETF		1,991,506
	49,009	Vanguard REIT ETF (a)		3,461,016
				55,083,489

Number of Shares			Value
		Mutual Funds - 4.44%
	111,632	AQR Diversified Arbitrage Fund -
		Institutional Shares	$	1,230,185
	120,005	Arbitrage Event Driven Fund -
		Institutional Shares		1,228,848
	135,856	DoubleLine Total Return Bond
		Fund - Institutional Shares		1,480,835
	199,067	Iron Strategic Income Fund -
		Institutional Shares		2,323,117
	269,974	PIMCO Emerging Local Bond
		Fund - Institutional Shares		2,535,058
				8,798,043
		Total Investment Companies
		(Cost $155,180,230)		193,795,388
		SHORT TERM INVESTMENTS - 2.14%
		Money Market Funds - 2.14%
	4,233,190	Federated Prime Obligations Fund		4,233,190
		Total Short Term Investments
		(Cost $4,233,190)		4,233,190
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 11.39%
		Money Market Funds - 11.39%
	22,574,143	First American Government
		Obligations Fund		22,574,143
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $22,574,143)		22,574,143
		Total Investments
		(Cost $181,987,563) - 111.31%		220,602,721
		Liabilities in Excess of Other
		Assets - (11.31)%		(22,423,399	)
		TOTAL NET ASSETS - 100.00%		$198,179,322

Percentages are stated as a percent of net assets.

(a)	All or portion of this security is on loan.
(b)	Non-income producing security.

See notes to financial statements.

114

GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund
SCHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		INVESTMENT COMPANIES - 73.22%
		Affiliated Mutual Funds - 33.02%
	1,005,157	GuideMark^SMCore Fixed Income
		Fund - Institutional Shares	$	9,418,323
	943,735	GuideMark^SMLarge Cap Growth
		Fund - Institutional Shares		12,900,856
	1,831,514	GuideMark^SMLarge Cap Value
		Fund - Institutional Shares		21,483,661
	1,801,537	GuideMark^SMOpportunistic Equity
		Fund - Institutional Shares		24,302,733
	2,002,358	GuideMark^SMOpportunistic Fixed
		Income Fund - Institutional Shares		19,903,443
	444,762	GuideMark^SMSmall/Mid Cap Core
		Fund - Institutional Shares		7,458,665
	3,316,549	GuideMark^SMWorld ex-US Fund -
		Institutional Shares		29,649,951
				125,117,632
		Exchange Traded Funds - 14.17%
	14,894	iShares CMBS ETF		761,381
	72,627	iShares Core MSCI Emerging
		Markets ETF		3,564,533
	333,141	iShares MSCI ACWI ex-US ETF (a)		15,514,377
	7,390	PowerShares DB Gold Fund (a)(b)		317,778
	159,749	SPDR Barclays High Yield
		Bond ETF (a)		6,599,231
	104,764	SPDR Barclays Short Term
		International Treasury Bond ETF (a)		3,773,599
	21,833	SPDR S&P 500 ETF Trust		4,083,644
	109,817	SPDR S&P Emerging Asia
		Pacific ETF (a)		8,469,087
	120,246	Vanguard High Dividend
		Yield ETF (a)		7,589,928
	37,237	Vanguard Total Bond Market ETF		3,023,272
				53,696,830

Number of Shares			Value
		Mutual Funds - 26.03%
	686,838	Eaton Vance Floating-Rate Fund -
		Institutional Shares	$	6,291,440
	1,003,714	Eaton Vance Global Macro Absolute
		Return Advantage Fund -
		Institutional Shares (b)		9,766,138
	14,181	Eaton Vance Global Macro Absolute
		Return Fund - Institutional Shares		132,312
	57,410	Eaton Vance Government
		Obligations Fund - Institutional
		Shares		396,128
	457,064	Eaton Vance Income Fund of
		Boston - Institutional Shares		2,797,231
	45,491	Eaton Vance Multi-Strategy
		Absolute Return Fund - Institutional
		Shares		396,683
	292,496	Parametric Absolute Return Fund -
		Institutional Shares		2,828,435
	43,023	Parametric Emerging Markets Fund -
		Institutional Shares (b)		646,633
	420,456	PIMCO CommoditiesPLUS
		Strategy Fund - Institutional Shares		4,704,907
	143,116	Pioneer Strategic Income Fund -
		Class Y		1,572,847
	941,833	Stadion Managed Risk 100 Fund -
		Institutional Shares (b)		9,418,328
	1,046,487	Virtus Allocator Premium
		AlphaSector Fund - Institutional
		Shares		12,306,689
	170,264	Virtus Global Premium AlphaSector
		Fund - Institutional Shares		2,089,140
	2,691,585	Virtus Premium AlphaSector Fund -
		Institutional Shares		45,299,368
				98,646,279
		Total Investment Companies
		(Cost $234,239,106)		277,460,741

See notes to financial statements.

115

GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		SHORT TERM INVESTMENTS - 15.33%
		Money Market Funds - 15.33%
	58,111,772	Federated Prime Obligations Fund	$	58,111,772
		Total Short Term Investments
		(Cost $58,111,772)		58,111,772
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 6.22%
		Money Market Funds - 6.22%
	23,559,185	First American Government
		Obligations Fund		23,559,185
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $23,559,185)		23,559,185
		Total Investments
		(Cost $315,910,063) - 94.77%		359,131,698
		Other Assets in Excess of
		Liabilities - 5.23%		19,833,558
		TOTAL NET ASSETS - 100.00%	$	378,965,256

Percentages are stated as a percent of net assets.

(a)	All or portion of this security is on loan.
(b)	Non-income producing security.

See notes to financial statements.

116

GuidePath^SMAbsolute Return Asset Allocation Fund
SCHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		INVESTMENT COMPANIES - 98.07%
		Affiliated Mutual Funds - 6.83%
	1,495,920	GuideMark^SMCore Fixed Income
		Fund - Institutional Shares	$	14,016,770
	453,064	GuideMark^SMLarge Cap Value
		Fund - Institutional Shares		5,314,443
	690,445	GuideMark^SMOpportunistic Fixed
		Income Fund - Institutional Shares		6,863,025
	512,410	GuideMark^SMWorld ex-US Fund -
		Institutional Shares		4,580,945
				30,775,183
		Exchange Traded Funds - 43.69%
	163,230	iShares 1-3 Year Treasury
		Bond ETF (a)		13,784,774
	420,225	iShares Floating Rate Bond ETF (a)		21,309,610
	227,238	iShares JPMorgan USD Emerging
		Markets Bond ETF (a)		25,318,858
	105,403	iShares MBS ETF (a)		11,186,420
	76,910	iShares MSCI ACWI Index ETF (a)		4,471,547
	41,781	PowerShares DB Agriculture
		Fund (b)		1,183,656
	7,239	PowerShares DB Base Metals
		Fund (a)(b)		114,883
	24,605	PowerShares DB Energy Fund (a)(b)		720,188
	6,075	PowerShares DB Precious Metals
		Fund (a)(b)		251,383
	250,819	SPDR Barclays 1-3 Month T-Bill
		ETF (a)(b)		11,479,986
	10,555	SPDR Barclays Convertible
		Securities ETF		510,756
	601,129	SPDR Barclays High Yield
		Bond ETF (a)		24,832,639
	426,570	SPDR Barclays Short Term
		Corporate Bond ETF (a)		13,117,027
	22,083	SPDR S&P 500 ETF Trust		4,130,404
	162,266	Vanguard FTSE All-World ex-US
		Index Fund		8,163,602
	244,429	Vanguard Long-Term Corporate
		Bond ETF (a)		21,328,875
	26,337	Vanguard Mid-Cap Value ETF		2,181,494
	473,618	Vanguard Mortgage-Backed
		Securities ETF		24,486,051
	4,693	Vanguard Small-Cap Value ETF		472,304
	94,179	Vanguard Total Bond Market ETF		7,646,393
				196,690,850

Number of Shares			Value
		Mutual Funds - 47.55%
	899,116	Aberdeen Equity Long-Short
		Fund - Institutional Shares	$	10,897,283
	573,753	BlackRock Low Duration Bond
		Portfolio - Institutional Shares		5,605,562
	217,137	DoubleLine Core Fixed Income
		Fund - Institutional Shares		2,362,445
	954,664	DoubleLine Emerging Markets
		Fixed Income Bond Fund -
		Institutional Shares		10,004,877
	1,099,768	DoubleLine Low Duration Bond
		Fund - Institutional Shares		11,206,636
	362,492	DoubleLine Multi-Asset Growth
		Fund - Institutional Shares		3,661,172
	2,553,428	DoubleLine Total Return Bond
		Fund - Institutional Shares		27,832,363
	855,808	Eaton Vance Floating-Rate Fund -
		Institutional Shares		7,839,201
	872,245	Eaton Vance Global Macro Absolute
		Return Advantage Fund -
		Institutional Shares (b)		8,486,943
	683,832	Eaton Vance Multi-Strategy
		Absolute Return Fund -
		Institutional Shares		5,963,014
	1,276,889	JPMorgan Floating Rate Income
		Fund - Select Shares		12,909,353
	1,623,552	JPMorgan Multi-Sector Income
		Fund - Select Shares		16,868,704
	57,287	JPMorgan Research Equity Long
		Short Fund - Select Shares		963,562
	282,442	JPMorgan Strategic Income
		Opportunities Fund - Select Shares		3,369,531
	747,401	JPMorgan Strategic Preservation
		Fund - Select Shares		11,121,331
	291,652	Parametric Absolute Return Fund -
		Institutional Shares		2,820,273
	443,873	Parametric Market Neutral Fund -
		Institutional Shares		4,349,956
	5,815,677	Pioneer Strategic Income Fund -
		Class Y		63,914,286
	264,610	Robeco Boston Partners Long/Short
		Research Fund- Institutional Shares		3,879,188
				214,055,680
		Total Investment Companies
		(Cost $433,380,815)		441,521,713

See notes to financial statements.

117

GuidePath^SMAbsolute Return Asset Allocation Fund
SCHEDULE OF INVESTMENTS (Continued)

March 31, 2014

Number of Shares			Value
		SHORT TERM INVESTMENTS - 1.84%
		Money Market Funds - 1.84%
	8,292,774	Federated Prime Obligations Fund	$	8,292,774
		Total Short Term Investments
		(Cost $8,292,774)		8,292,774
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 20.91%
		Money Market Funds - 20.91%
	94,128,733	First American Government
		Obligations Fund		94,128,733
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $94,128,733)		94,128,733
		Total Investments
		(Cost $535,802,322) - 120.82%		543,943,220
		Liabilities in Excess of Other
		Assets - (20.82)%		(93,741,934	)
		TOTAL NET ASSETS - 100.00%	$	450,201,286

Percentages are stated as a percent of net assets.

(a)	All or portion of this security is on loan.
(b)	Non-income producing security.

See notes to financial statements.

118

GuidePath^SMMulti-Asset Income Asset Allocation Fund
CHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		INVESTMENT COMPANIES - 97.27%
		Affiliated Mutual Funds - 1.33%
	172,407	GuideMark^SMWorld ex-US Fund -
		Institutional Shares	$	1,541,323
		Exchange Traded Funds - 46.60%
	11,260	iShares 7-10 Year Treasury
		Bond ETF (a)		1,145,480
	16,028	iShares 10+Year Credit Bond ETF		931,547
	27,926	iShares 20+ Year Treasury
		Bond ETF (a)		3,046,727
	71,102	iShares Global Infrastructure ETF (a)		2,961,398
	61,118	iShares iBoxx $ High Yield
		Corporate Bond ETF (a)		5,768,928
	3,215	iShares iBoxx $ Investment Grade
		Corporate Bond ETF (a)		376,059
	100,702	iShares International Select
		Dividend ETF (a)		3,891,125
	41,824	iShares JPMorgan USD Emerging
		Markets Bond ETF (a)		4,660,030
	39,151	iShares MSCI Australia ETF (a)		1,012,836
	2,532	iShares TIPS ETF (b)		283,837
	31,184	iShares U.S. Preferred Stock
		ETF (a)		1,217,112
	61,933	iShares U.S. Real Estate ETF (a)		4,191,006
	271,608	PowerShares International Dividend
		Achievers Portfolio (a)		4,951,414
	28,531	PowerShares Senior Loan
		Portfolio (a)		707,854
	45,426	SPDR Barclays High Yield
		Bond ETF (a)		1,876,548
	4,831	SPDR Barclays International
		Treasury Bond ETF		286,865
	22,007	SPDR Dow Jones International Real
		Estate ETF		906,028
	15,915	Vanguard Global ex-US Real
		Estate ETF		860,524
	12,822	Vanguard REIT ETF (a)		905,490
	15,099	WisdomTree Emerging Markets
		Equity Income Fund (a)		740,908
	147,627	WisdomTree Equity Income Fund (a)		8,351,259
	53,995	WisdomTree International SmallCap
		Dividend Fund (a)		3,511,295
	18,046	WisdomTree SmallCap Dividend
		Fund (a)		1,231,820
				53,816,090

Number of Shares			Value
		Mutual Funds - 49.34%
	2,455,637	BlackRock Multi-Asset Income
		Fund - Institutional Shares	$	27,994,264
	383,165	Forward EM Corporate Debt Fund -
		Institutional Shares		3,540,441
	433,034	Forward International Dividend
		Fund - Institutional Shares		3,520,570
	279,266	Forward Select Income Fund -
		Institutional Shares		6,950,928
	295,224	JPMorgan Global Equity Income
		Fund - Select Shares		5,004,052
	557,401	JPMorgan High Yield Fund - Select
		Shares		4,503,802
	412,410	JPMorgan Income Builder Fund -
		Select Shares		4,309,687
	110,189	JPMorgan Multi-Sector Income
		Fund - Select Shares		1,144,868
				56,968,612
		Total Investment Companies
		(Cost $106,770,199)		112,326,025
		SHORT TERM INVESTMENTS - 2.02%
		Money Market Funds - 2.02%
	2,332,056	Federated Prime Obligations Fund		2,332,056
		Total Short Term Investments
		(Cost $2,332,056)		2,332,056
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 29.58%
		Money Market Funds - 29.58%
	34,155,152	First American Government
		Obligations Fund		34,155,152
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $34,155,152)		34,155,152
		Total Investments
		(Cost $143,257,407) - 128.87%		148,813,233
		Liabilities in Excess of Other
		Assets - (28.87)%		(33,335,457	)
		TOTAL NET ASSETS - 100.00%	$	115,477,776

Percentages are stated as a percent of net assets.

(a)	All or portion of this security is on loan.
(b)	Non-income producing security.

See notes to financial statements.

119

GuidePath^SMFixed Income Allocation Fund
SCHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		INVESTMENT COMPANIES - 98.19%
		Affiliated Mutual Funds - 35.39%
	5,214,813	GuideMark^SMCore Fixed Income
		Fund - Institutional Shares	$	48,862,801
	2,720,118	GuideMark^SMOpportunistic Fixed
		Income Fund - Institutional Shares		27,037,975
				75,900,776
		Exchange Traded Funds - 55.10%
	111,238	iShares 1-3 Year Treasury Bond
		ETF (a)		9,394,049
	134,156	iShares 7-10 Year Treasury
		Bond ETF (a)		13,647,690
	20,009	iShares 10+ Year Credit Bond ETF		1,162,923
	24,559	iShares 20+ Year Treasury Bond
		ETF (a)		2,679,387
	57,390	iShares Credit Bond ETF		6,284,779
	13,952	iShares JPMorgan USD Emerging
		Markets Bond ETF (a)		1,554,532
	275,632	PowerShares Senior Loan
		Portfolio (a)		6,838,430
	180,324	SPDR Barclays High Yield Bond
		ETF (a)		7,449,184
	136,226	SPDR Barclays TIPS ETF (a)		7,571,441
	30,003	SPDR DB International Government
		Inflation-Protected Bond ETF		1,802,880
	210,568	Vanguard Mortgage-Backed
		Securities ETF		10,886,366
	602,335	Vanguard Total Bond Market Index
		Fund (a)		48,903,579
				118,175,240

Number of Shares			Value
		Mutual Funds - 7.70%
	480,690	DoubleLine Total Return Bond
		Fund - Institutional Shares	$	5,239,526
	230,950	Loomis Sayles Bond Fund -
		Institutional Shares		3,570,492
	160,394	PIMCO Emerging Local Bond
		Fund - Institutional Shares		1,506,102
	554,821	PIMCO Unconstrained Bond
		Fund - Institutional Shares		6,197,356
				16,513,476
		Total Investment Companies
		(Cost $213,657,176)		210,589,492
		SHORT TERM INVESTMENTS - 1.90%
		Money Market Funds - 1.90%
	4,066,373	Federated Prime Obligations Fund		4,066,373
		Total Short Term Investments
		(Cost $4,066,373)		4,066,373
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 14.39%
		Money Market Funds - 14.39%
	30,860,329	First American Government
		Obligations Fund		30,860,329
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $30,860,329)		30,860,329
		Total Investments
		(Cost $248,583,878) - 114.48%		245,516,194
		Liabilities in Excess of Other
		Assets - (14.48)%		(31,056,616	)
		TOTAL NET ASSETS - 100.00%	$	214,459,578

Percentages are stated as a percent of net assets.

(a)	All or portion of this security is on loan.

See notes to financial statements.

120

GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund
SCHEDULE OF INVESTMENTS

March 31, 2014

Number of Shares			Value
		INVESTMENT COMPANIES - 98.28%
		Affiliated Mutual Funds - 98.28%
	5,052,277	Altegris^®Equity Long Short
		Fund - Institutional Shares (b)	$	54,362,498
	3,644,281	Altegris^®Fixed Income Long Short
		Fund - Institutional Shares (b)		38,447,164
	985,558	Altegris^®Futures Evolution Strategy
		Fund - Institutional Shares		9,658,469
	2,278,428	Altegris^®Macro Strategy Fund -
		Institutional Shares (a)		18,295,775
	710,954	Altegris^®Managed Futures Strategy
		Fund - Institutional Shares (a)		6,277,720
				127,041,626
		Total Investment Companies
		(Cost $124,910,916)		127,041,626
		SHORT TERM INVESTMENTS - 1.91%
		Money Market Funds - 1.91%
	2,465,179	Federated Prime Obligations Fund		2,465,179
		Total Short Term Investments
		(Cost $2,465,179)		2,465,179
		Total Investments
		(Cost $127,376,095) - 100.19%		129,506,805
		Liabilities in Excess of Other
		Assets - (0.19)%		(248,679	)
		TOTAL NET ASSETS - 100.00%	$	129,258,126

Percentages are stated as a percent of net assets.

(a)	Non-income producing security.
(b)	Fair value of this security exceeds 25% of the Fund’s net assets. Additional information for this security, including the financial statements, is available from the SEC’s EDGAR database at www.sec.gov.

See notes to financial statements.

121

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES

March 31, 2014

	Large Cap Growth Fund			Large Cap Value Fund			Small/Mid Cap Core Fund
ASSETS:
Investments, at value (cost $136,946,094, $146,573,601, and $80,373,587, respectively)¹	$	191,326,182		$	211,844,372		$	84,096,695
Cash		—			—			3,340
Income receivable		74,854			277,867			47,573
Receivable for dividend reclaims		—			42,212			—
Receivable for investment securities sold		1,493,544			1,143,252			2,401,256
Receivable for fund shares sold		503,834			471,815			302,660
Receivable from securities lending agent (See Note 6)		—			—			6,803
Other assets		28,007			29,528			19,337
Total Assets		193,426,421			213,809,046			86,877,664
LIABILITIES:
Payable for collateral on securities loaned		8,219,156			12,146,872			7,516,857
Payable to securities lending agent (See Note 6)		6,087			2,148			—
Payable for investment securities purchased		1,106,878			1,480,522			1,932,497
Payable for fund shares redeemed		72,216			63,322			17,504
Payable to Investment Advisor		158,056			146,419			55,615
Other accrued expenses		133,481			126,060			68,188
Total Liabilities		9,695,874			13,965,343			9,590,661
NET ASSETS	$	183,730,547		$	199,843,703		$	77,287,003
NET ASSETS CONSIST OF:
Capital stock		170,104,202			284,501,356			70,004,046
Unrealized appreciation on investments		54,380,088			65,270,771			3,723,108
Accumulated undistributed net investment income (loss)		6,873			544,756			(88,635	)
Accumulated undistributed net realized gain (loss)		(40,760,616	)		(150,473,180	)		3,648,484
Total Net Assets	$	183,730,547		$	199,843,703		$	77,287,003
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		3,279,832			5,287,218			2,664,868
Net assets		44,827,864			62,007,800			44,695,002
Net asset value, offering and redemption price per share	$	13.67		$	11.73		$	16.77
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		10,244,828			11,637,947			1,962,363
Net assets		138,902,683			137,835,903			32,592,001
Net asset value, offering and redemption price per share	$	13.56		$	11.84		$	16.61
¹Includes loaned securities with a value of:	$	8,181,940		$	11,796,113		$	7,358,422

See notes to financial statements.

122

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

March 31, 2014

	World ex-US Fund			Opportunistic Equity Fund		Global Real Return Fund
ASSETS:
Investments, at value (cost $317,445,257, $111,519,138, and $104,032,710, respectively)¹	$	369,692,063		$	140,384,765	$	106,575,842
Foreign currencies (cost $660,646, $0, and $0, respectively)		659,741			—		—
Cash		162,179			9,843		80,660
Variation margin on futures contracts		79,960			—		—
Income receivable		1,151,117			143,499		57,515
Receivable for dividend reclaims		384,814			758		—
Receivable for investment securities and foreign currencies sold		1,498,609			3,111,339		—
Receivable for fund shares sold		351,014			351,586		86,004
Other assets		39,764			31,921		34,354
Total Assets		374,019,261			144,033,711		106,834,375
LIABILITIES:
Payable for collateral on securities loaned		2,217,000			8,998,359		28,902,100
Payable to securities lending agent (See Note 6)		1,698			—		—
Payable for investment securities and foreign currencies purchased		1,825,828			2,524,824		209,485
Payable for fund shares redeemed		714,788			84,801		36,454
Payable to Investment Advisor		296,052			104,814		55,848
Other accrued expenses		276,825			91,467		53,575
Total Liabilities		5,332,191			11,804,265		29,257,462
NET ASSETS	$	368,687,070		$	132,229,446	$	77,576,913
NET ASSETS CONSIST OF:
Capital stock		522,987,482			91,264,003	��	88,235,824
Unrealized appreciation on:
Investments		52,246,806			28,865,654		2,543,132
Foreign currencies		9,866			—		—
Futures contracts		349,550			—		—
Accumulated undistributed net investment income		3,150,602			169,134		245,321
Accumulated undistributed net realized gain (loss)		(210,057,236	)		11,930,655		(13,447,364	)
Total Net Assets	$	368,687,070		$	132,229,446	$	77,576,913
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		14,599,597			4,439,409		1,432,429
Net assets		130,537,695			59,877,468		13,204,913
Net asset value, offering and redemption price per share	$	8.94		$	13.49	$	9.22
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		26,784,476			5,390,801		6,965,370
Net assets		238,149,375			72,351,978		64,372,000
Net asset value, offering and redemption price per share	$	8.89		$	13.42	$	9.24
¹Includes loaned securities with a value of:	$	2,083,130		$	8,795,468	$	28,433,508

See notes to financial statements.

123

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

March 31, 2014

	Core Fixed Income Fund			Tax-Exempt Fixed Income Fund			Opportunistic Fixed Income Fund
ASSETS:
Investments, at value (cost $334,936,850, $59,384,592, and $209,141,075, respectively)¹	$	338,170,395		$	62,561,590		$	209,280,003
Appreciation of swap agreements		—			—			2,637
Foreign currencies (cost $0, $0, and $3,053,378, respectively)		—			—			3,056,805
Cash		123,794			—			9,058
Variation margin on swaps		—			—			144
Income receivable		1,691,854			907,446			1,791,982
Receivable for dividend reclaims		—			—			711
Receivable for investment securities and foreign currencies sold		5,404,593			4,688			1,411,141
Receivable for fund shares sold		558,216			49,999			210,857
Swap premiums paid		—			—			105,762
Deposits with brokers for forwards and swaps		—			—			1,020,000
Appreciation of forward foreign currency contracts		—			—			1,469,277
Receivable from securities lending agent (See Note 6)		3,130			—			—
Other assets		53,375			29,068			25,364
Total Assets		346,005,357			63,552,791			218,383,741
LIABILITIES:
Depreciation of forward foreign currency contracts		—			—			2,305,923
Depreciation on swap agreements		—			—			558,782
Payable for collateral on securities loaned		4,594,030			—			—
Payable for investment securities and foreign currencies purchased		20,799,817			—			2,249,027
Payable for fund shares redeemed		146,421			2,862			182,699
Payable to Investment Advisor		259,145			47,319			166,966
Swap premiums received		—			—			35,877
Variation margin on futures contracts		—			—			20,538
Other accrued expenses		218,200			73,033			188,924
Total Liabilities		26,017,613			123,214			5,708,736
NET ASSETS	$	319,987,744		$	63,429,577		$	212,675,005
NET ASSETS CONSIST OF:
Capital stock		319,690,210			64,642,494			214,751,726
Unrealized appreciation (depreciation) on:
Investments		3,233,553			3,176,998			138,928
Foreign currencies		—			—			(4,424	)
Swaps		—			—			(556,145	)
Forward currency exchange contracts		—			—			(836,646	)
Futures contracts		—			—			(20,938	)
Accumulated undistributed net investment income (loss)		(1,950	)		58,795			2,378,876
Accumulated undistributed net realized loss		(2,934,069	)		(4,448,710	)		(3,176,372	)
Total Net Assets	$	319,987,744		$	63,429,577		$	212,675,005
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		9,468,178			—			6,560,084
Net assets		88,702,582			—			65,181,311
Net asset value, offering and redemption price per share	$	9.37		$	—		$	9.94
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		24,625,983			5,676,012			14,860,707
Net assets		231,285,162			63,429,577			147,493,694
Net asset value, offering and redemption price per share	$	9.39		$	11.18		$	9.93
¹Includes loaned securities with a value of:	$	4,481,147		$	—		$	—

See notes to financial statements.

124

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

March 31, 2014

	Strategic Asset Allocation Fund			Tactical Constrained^SM Asset Allocation Fund		Tactical Unconstrained^SM Asset Allocation Fund			Absolute Return Asset Allocation Fund
ASSETS:
Investments, at value (cost $151,119,647, $80,723,090, $216,558,714, and $506,782,436, respectively)¹	$	175,291,604		$	90,688,865	$	234,014,066		$	513,168,037
Investments in affiliates, at value (cost $119,488,282, $101,264,473, $99,351,349 and $29,019,886, respectively)		154,242,612			129,913,856		125,117,632			30,775,183
Cash		439,468			1,176		—			617
Income receivable		181,453			142,450		294,130			537,473
Receivable for investment securities sold		165,123			133,228		44,405,631			650,900
Receivable for fund shares sold		503,566			338,403		959,711			739,849
Other assets		36,937			30,707		37,859			80,921
Total Assets		330,860,763			221,248,685		404,829,029			545,952,980
LIABILITIES:
Payable for collateral on securities loaned		38,325,716			22,574,143		23,559,185			94,128,733
Payable for investment securities purchased		—			6,072		1,571,421			249,787
Payable for fund shares redeemed		297,823			263,152		311,321			867,882
Payable to Investment Advisor		133,556			81,628		198,581			230,463
Other accrued expenses		168,054			144,368		223,265			274,829
Total Liabilities		38,925,149			23,069,363		25,863,773			95,751,694
NET ASSETS	$	291,935,614		$	198,179,322	$	378,965,256		$	450,201,286
NET ASSETS CONSIST OF:
Capital stock		234,498,827			156,214,523		332,838,336			450,608,604
Unrealized appreciation on:
Investments		24,171,957			9,965,775		17,455,352			6,385,601
Investments in affiliates		34,754,330			28,649,383		25,766,283			1,755,297
Accumulated undistributed net investment income (loss)		(28,587	)		17,673		(28,587	)		1,183,290
Accumulated undistributed net realized gain (loss)		(1,460,913	)		3,331,968		2,933,872			(9,731,506	)
Total Net Assets	$	291,935,614		$	198,179,322	$	378,965,256		$	450,201,286
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		308,783			235,393		138,544			101,506
Net assets		3,534,178			2,680,327		1,496,066			1,014,888
Net asset value, offering and redemption price per share	$	11.45		$	11.39	$	10.80		$	10.00
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		25,231,728			17,157,133		34,968,576			44,882,550
Net assets		288,401,436			195,498,995		377,469,190			449,186,398
Net asset value, offering and redemption price per share	$	11.43		$	11.39	$	10.79		$	10.01
¹Includes loaned securities with a value of:	$	37,776,866		$	22,099,590	$	23,129,805		$	91,330,450

See notes to financial statements.

125

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

March 31, 2014

	Multi-Asset Income Asset Allocation Fund			Fixed Income Allocation Fund			Altegris^® Diversified Alternatives Allocation Fund
ASSETS:
Investments, at value (cost $141,992,535, $171,350,344, and $2,465,179, respectively)¹	$	147,271,910		$	169,615,418		$	2,465,179
Investments in affiliates, at value (cost $1,264,872, $77,233,534, and $124,910,916, respectively)		1,541,323			75,900,776			127,041,626
Cash		130,057			23,057			—
Income receivable		219,449			33,121			45
Receivable for investment securities sold		—			226,124			83,270
Receivable for fund shares sold		777,318			437,127			169,536
Other assets		43,197			28,819			13,364
Total Assets		149,983,254			246,264,442			129,773,020
LIABILITIES:
Payable for collateral on securities loaned		34,155,152			30,860,329			—
Payable for investment securities purchased		111,884			75,118			—
Payable for fund shares redeemed		99,413			637,890			414,868
Payable to Investment Advisor		57,791			91,830			—
Other accrued expenses		81,238			139,697			100,026
Total Liabilities		34,505,478			31,804,864			514,894
NET ASSETS	$	115,477,776		$	214,459,578		$	129,258,126
NET ASSETS CONSIST OF:
Capital stock		110,178,232			222,887,250			131,214,642
Unrealized appreciation (depreciation) on:
Investments		5,279,375			(1,734,926	)		—
Investments in affiliates		276,451			(1,332,758	)		2,130,710
Accumulated undistributed net investment income		430,235			221,674			25,117
Accumulated undistributed net realized loss		(686,517	)		(5,581,662	)		(4,112,343	)
Total Net Assets	$	115,477,776		$	214,459,578			129,258,126
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		—			99,546			74,535
Net assets		—			960,185			737,302
Net asset value, offering and redemption price per share	$	—		$	9.65		$	9.89
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		10,736,707			22,138,764			12,997,288
Net assets		115,477,776			213,499,393			128,520,824
Net asset value, offering and redemption price per share	$	10.76		$	9.64		$	9.89
¹Includes loaned securities with a value of:	$	33,251,218		$	29,891,467		$	—

See notes to financial statements.

126

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF OPERATIONS

For the Year Ended March 31, 2014

	Large Cap Growth Fund			Large Cap Value Fund			Small/Mid Cap Core Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $11,761, $35,997, and $0, respectively)	$	2,743,030		$	4,872,265		$	791,040
Interest income		436			549			433
Total investment income		2,743,466			4,872,814			791,473
EXPENSES:
Investment advisory fees		1,254,133			1,384,218			595,395
Distribution (12b-1) fees – Service Shares		330,876			334,264			81,838
Administrative service fees – Service Shares		330,876			334,264			81,838
Shareholder servicing fees – Service Shares		105,880			96,904			16,368
Custody fees		75,944			32,221			61,652
Administration fees		68,728			76,072			30,511
Legal fees		48,266			75,917			31,783
Fund accounting fees		39,500			42,816			21,468
Federal and state registration fees		37,653			39,991			36,007
Audit and tax fees		24,055			24,055			23,713
Directors’ fees and expenses		19,336			21,636			8,527
Reports to shareholders		17,190			19,593			8,364
Transfer agent fees and expenses		13,440			14,352			9,345
Insurance fees		10,752			11,852			4,750
Compliance fees		7,321			8,148			3,397
Total expenses		2,383,950			2,516,303			1,014,956
Net expense recapture by Advisor (See Note 3)		21,984			—			6,403
Less securities lending credit (See Note 6)		(14,959	)		(18,193	)		(24,999	)
Net expenses		2,390,975			2,498,110			996,360
Net investment income (loss)		352,491			2,374,704			(204,887	)
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments		21,092,764			22,276,535			28,603,873
Net change in unrealized appreciation (depreciation) on investments		13,913,996			20,243,163			(11,964,634	)
Net realized and unrealized gain		35,006,760			42,519,698			16,639,239
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	35,359,251		$	44,894,402		$	16,434,352

See notes to financial statements.

127

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STATEMENTS OF OPERATIONS (Continued)

For the Year Ended March 31, 2014

	World ex-US Fund			Opportunistic Equity Fund			Global Real Return Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $1,017,513, $13,201, and $0), respectively)	$	8,467,318		$	2,596,432		$	1,678,407
Interest income		2,991			1,286			108
Total investment income		8,470,309			2,597,718			1,678,515
EXPENSES:
Investment advisory fees		2,353,871			1,127,620			504,342
Distribution (12b-1) fees – Service Shares		563,992			191,856			163,005
Administrative service fees – Service Shares		563,992			191,856			163,005
Shareholder servicing fees – Service Shares		169,198			43,984			42,381
Custody fees		529,674			44,383			13,636
Administration fees		129,406			55,462			30,488
Legal fees		86,650			47,543			15,329
Fund accounting fees		163,229			34,139			12,662
Federal and state registration fees		51,299			36,781			38,270
Audit and tax fees		26,954			31,084			17,323
Directors’ fees and expenses		35,360			15,433			8,302
Reports to shareholders		31,018			18,849			6,846
Transfer agent fees and expenses		19,933			11,664			8,542
Insurance fees		18,505			8,711			1,492
Compliance fees		13,883			5,687			1,945
Total expenses		4,756,964			1,865,052			1,027,568
Net expense recapture (reimbursement) by Advisor (See Note 3) .		(31,019	)		20,181			—
Less securities lending credit (See Note 6)		(1,015	)		(19,656	)		(181,727	)
Net expenses		4,724,930			1,865,577			845,841
Net investment income		3,745,379			732,141			832,674
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments		10,673,040			25,954,638			(4,526,174	)
Foreign currencies		(172,571	)		—			—
Futures contracts		(165,695	)		—			—
Total		10,334,774			25,954,638			(4,526,174	)
Net change in unrealized appreciation on:
Investments		23,324,359			5,016,555			2,683,251
Foreign currencies		21,479			—			—
Futures contracts		349,550			—			—
Total		23,695,388			5,016,555			2,683,251
Net realized and unrealized gain (loss)		34,030,162			30,971,193			(1,842,923	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	37,775,541		$	31,703,334		$	(1,010,249	)

See notes to financial statements.

128

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STATEMENTS OF OPERATIONS (Continued)

For the Year Ended March 31, 2014

		Core Fixed Income Fund			Tax-Exempt Fixed Income Fund			Opportunistic Fixed Income Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $0, $0, $5,065)	$	—		$	60		$	288,009
Interest income (net of withholding tax of $0, $0, $52,552)		8,619,161			2,752,040			11,935,085
Total investment income		8,619,161			2,752,100			12,223,094
EXPENSES:
Investment advisory fees		1,805,896			321,415			1,675,419
Distribution (12b-1) fees – Service Shares		612,160			160,707			375,695
Administrative service fees – Service Shares		612,160			160,707			375,695
Shareholder servicing fees – Service Shares		244,864			64,283			120,222
Custody fees		58,106			9,415			208,113
Administration fees		137,929			24,675			94,731
Legal fees		98,317			20,356			64,559
Fund accounting fees		206,746			36,940			230,716
Federal and state registration fees		47,374			38,648			44,710
Audit and tax fees		29,542			27,489			37,430
Directors’ fees and expenses		41,006			6,414			27,533
Reports to shareholders		21,415			4,405			19,638
Transfer agent fees and expenses		20,617			6,779			13,939
Insurance fees		26,009			4,600			4,645
Compliance fees		14,069			2,510			6,485
Total expenses		3,976,210			889,343			3,299,530
Net expense reimbursement by Advisor (See Note 3)		(2,475	)		(60,093	)		(66,915	)
Less securities lending credit (See Note 6)		(3,119	)		—			—
Net expenses		3,970,616			829,250			3,232,615
Net investment income		4,648,545			1,922,850			8,990,479
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
Net realized gain (loss) on:
Investments		(2,082,111	)		(120,481	)		(2,141,813	)
Foreign currencies		—			—			38,016
Forward currency exchange contracts		—			—			2,882,982
Swaps		—			—			(1,300,761	)
Futures contracts		—			—			(1,047,206	)
Total		(2,082,111	)		(120,481	)		(1,568,782	)
Net change in unrealized appreciation (depreciation) on:
Investments		(8,003,981	)		(3,026,236	)		(5,250,532	)
Foreign currencies		—			—			26,613
Forward currency contracts		—			—			(4,689,733	)
Swaps		—			—			(489,205	)
Futures contracts		—			—			109,565
Total		(8,003,981	)		(3,026,236	)		(10,293,292	)
Net realized and unrealized loss		(10,086,092	)		(3,146,717	)		(11,862,074	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(5,437,547	)	$	(1,223,867	)	$	(2,871,595	)

See notes to financial statements.

129

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STATEMENTS OF OPERATIONS (Continued)

For the Year Ended March 31, 2014

		Strategic Asset Allocation Fund			Tactical Constrained^SM Asset Allocation Fund			Tactical Unconstrained^SM Asset Allocation Fund			Absolute Return Asset Allocation Fund
INVESTMENT INCOME:
Dividend income	$	2,993,832		$	1,937,769		$	4,224,684		$	11,599,504
Dividends from affiliate investments		1,215,302			1,988,835			1,372,970			1,586,550
Interest income		1,916			1,709			11,525			3,566
Total investment income		4,211,050			3,928,313			5,609,179			13,189,620
EXPENSES:
Investment advisory fees		653,551			579,957			1,215,112			1,683,249
Distribution (12b-1) fees – Service Shares		649,542			576,282			865,355			1,200,580
Administrative service fees – Service Shares		649,542			576,282			865,355			1,200,580
Shareholder servicing fees – Service Shares		237,200			210,071			316,981			438,899
Custody fees		70,773			89,047			123,711			181,481
Administration fees		103,578			93,409			140,135			191,493
Legal fees		58,013			53,879			79,667			109,618
Fund accounting fees		41,168			38,483			55,636			77,874
Federal and state registration fees		41,244			42,691			40,007			48,591
Audit and tax fees		18,793			18,793			18,793			18,793
Directors’ fees and expenses		29,034			26,032			37,739			53,939
Reports to shareholders		25,973			26,505			37,048			45,508
Transfer agent fees and expenses		14,597			13,974			18,131			22,051
Insurance fees		4,394			4,054			5,489			9,074
Compliance fees		7,161			6,706			9,794			12,990
Total expenses		2,604,563			2,356,165			3,828,953			5,294,720
Net expense recapture by Advisor (See Note 3)		107,925			78,020			157,386			178,178
Less securities lending credit (See Note 6)		(108,477	)		(123,456	)		(173,989	)		(645,207	)
Net expenses		2,604,011			2,310,729			3,812,350			4,827,691
Net investment income		1,607,039			1,617,584			1,796,829			8,361,929
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments		1,314,749			642,222			2,418,887			(6,435,319	)
Investments in affiliates		3,578,477			4,598,743			7,316,695			(421,917	)
Total		4,893,226			5,240,965			9,735,582			(6,857,236	)
Net change in unrealized appreciation (depreciation) on:
Investments		12,535,204			2,983,879			2,849,534			542,444
Investments in affiliates		16,497,856			12,321,801			10,111,433			(1,183,950	)
Total		29,033,060			15,305,680			12,960,967			(641,506	)
Net realized and unrealized gain (loss)		33,926,286			20,546,645			22,696,549			(7,498,742	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	35,533,325		$	22,164,229		$	24,493,378		$	863,187

See notes to financial statements.

130

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STATEMENTS OF OPERATIONS (Continued)

For the Year Ended March 31, 2014

		Multi-Asset Income Asset Allocation Fund			Fixed Income Allocation Fund			Altegris^® Diversified Alternatives Allocation Fund
INVESTMENT INCOME:
Dividend income	$	4,498,674		$	3,564,062		$	—
Dividends from affiliate investments		48,836			1,705,644			4,859,302
Interest income		788			1,546			1,171
Payment from Affiliated Parties		—			—			65,641
Total investment income		4,548,298			5,271,252			4,926,114
EXPENSES:
Investment advisory fees		329,019			546,247			237,489
Distribution (12b-1) fees – Service Shares		235,013			544,724			394,273
Administrative service fees – Service Shares		235,013			544,724			394,273
Shareholder servicing fees – Service Shares		85,656			200,291			144,009
Custody fees		62,809			68,463			44,035
Administration fees		36,915			85,907			65,297
Legal fees		23,807			54,358			47,736
Fund accounting fees		11,657			29,538			21,587
Federal and state registration fees		45,606			43,846			45,859
Audit and tax fees		17,016			16,916			17,088
Directors’ fees and expenses		9,635			24,294			17,979
Reports to shareholders		8,960			19,930			15,257
Transfer agent fees and expenses		6,254			12,359			10,608
Insurance fees		676			3,043			1,825
Compliance fees		2,694			5,794			4,466
Total expenses		1,110,730			2,200,434			1,461,781
Expense recapture by Advisor (See Note 3)		20,380			—			—
Fees waived by Advisor (See Note 3)		—			—			(631,762	)
Less securities lending credit (See Note 6)		(306,484	)		(197,900	)		—
Net expenses		824,626			2,002,534			830,019
Net investment income		3,723,672			3,268,718			4,096,095
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on:
Investments		(562,799	)		(3,996,675	)		—
Investments in affiliates		(90,912	)		(1,381,686	)		(3,921,888	)
Total		(653,711	)		(5,378,361	)		(3,921,888	)
Net change in unrealized appreciation (depreciation) on:
Investments		2,574,474			(737,690	)		—
Investments in affiliates		137,732			(900,838	)		1,864,478
Total		2,712,206			(1,638,528	)		1,864,478
Net realized and unrealized gain (loss)		2,058,495			(7,016,889	)		(2,057,410	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	5,782,167		$	(3,748,171	)	$	2,038,685

See notes to financial statements.

131

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STATEMENTS OF CHANGES IN NET ASSETS

	Large Cap Growth Fund						Large Cap Value Fund
	Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2014			Year Ended March 31, 2013
OPERATIONS:
Net investment income	$	352,491		$	615,990		$	2,374,704		$	2,778,763
Net realized gain on investment transactions		21,092,764			12,907,901			22,276,535			1,243,514
Change in unrealized appreciation (depreciation) on investments		13,913,996			(6,127,721	)		20,243,163			19,933,765
Net increase in net assets resulting from operations		35,359,251			7,396,170			44,894,402			23,956,042
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		12,335,208			21,114,514			19,156,635			28,863,915
Shares issued to holders in reinvestment of dividends		291,957			245,969			1,001,117			973,550
Shares redeemed		(22,023,140	)		(10,260,736	)		(32,457,127	)		(15,604,223	)
Net increase (decrease)		(9,395,975	)		11,099,747			(12,299,375	)		14,233,242
Service Shares
Shares sold		38,921,597			21,361,024			39,000,087			20,957,853
Shares issued to holders in reinvestment of dividends		71,448			236,843			813,710			1,840,459
Shares redeemed		(62,008,635	)		(58,405,005	)		(69,734,060	)		(61,447,421	)
Net decrease		(23,015,590	)		(36,807,138	)		(29,920,263	)		(38,649,109	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(291,957	)		(245,969	)		(1,001,117	)		(973,550	)
Net investment income – Service Shares		(115,775	)		(236,885	)		(1,354,660	)		(1,840,687	)
Total dividends and distributions		(407,732	)		(482,854	)		(2,355,777	)		(2,814,237	)
INCREASE (DECREASE) IN NET ASSETS		2,539,954			(18,794,075	)		318,987			(3,274,062	)
NET ASSETS:
Beginning of year		181,190,593			199,984,668			199,524,716			202,798,778
End of year (including accumulated undistributed net investment income of $6,873, $62,114, $544,756 and $525,829, respectively)	$	183,730,547		$	181,190,593		$	199,843,703		$	199,524,716
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		994,052			2,048,776			1,813,516			3,437,991
Shares issued to holders in reinvestment of dividends		21,642			24,044			87,281			115,350
Shares redeemed		(1,751,779	)		(991,010	)		(3,023,543	)		(1,875,144	)
Net increase (decrease)		(736,085	)		1,081,810			(1,122,746	)		1,678,197
Service Shares
Shares sold		3,101,659			2,059,739			3,573,671			2,429,746
Shares issued to holders in reinvestment of dividends		5,328			23,288			70,148			215,763
Shares redeemed		(5,108,167	)		(5,725,792	)		(6,610,413	)		(7,295,530	)
Net decrease		(2,001,180	)		(3,642,765	)		(2,966,594	)		(4,650,021	)

See notes to financial statements.

132

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		Small/Mid Cap Core Fund						World ex-US Fund
		Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2014			Year Ended March 31, 2013
OPERATIONS:
Net investment income (loss)	$	(204,887	)	$	273,437		$	3,745,379		$	2,903,141
Net realized gain (loss) on investment transactions		28,603,873			5,068,942			10,334,774			(4,179,666	)
Change in unrealized appreciation (depreciation) on investments		(11,964,634	)		7,546,233			23,695,388			25,818,039
Net increase in net assets resulting from operations		16,434,352			12,888,612		$	37,775,541			24,541,514
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		21,158,768			22,445,768			69,617,181			52,506,550
Shares issued to holders in reinvestment of dividends		23,111			341,432			1,297,000			644,419
Shares redeemed		(30,790,156	)		(14,900,622	)		(36,583,493	)		(14,909,881	)
Net increase (decrease)		(9,608,277	)		7,886,578			34,330,688			38,241,088
Service Shares
Shares sold		8,445,132			5,372,925			94,242,807			68,395,204
Shares issued to holders in reinvestment of dividends		—			126,113			1,431,722			1,440,442
Shares redeemed		(22,944,161	)		(18,874,352	)		(78,040,049	)		(74,045,567	)
Net increase (decrease)		(14,499,029	)		(13,375,314	)		17,634,480			(4,209,921	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(23,111	)		(341,432	)		(1,297,000	)		(644,419	)
Net investment income – Service Shares		—			(126,133	)		(2,167,000	)		(1,441,139	)
Total dividends and distributions		(23,111	)		(467,565	)		(3,464,000	)		(2,085,558	)
INCREASE (DECREASE) IN NET ASSETS		(7,696,065	)		6,932,311			86,276,709			56,487,123
NET ASSETS:
Beginning of year		84,983,068			78,050,757			282,410,361			225,923,238
End of year (including accumulated undistributed net investment income (loss) of $(88,635), $(62,048), $3,150,602 and $2,777,603, respectively)	$	77,287,003		$	84,983,068		$	368,687,070		$	282,410,361
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		1,390,413			1,934,772			8,180,960			7,113,356
Shares issued to holders in reinvestment of dividends		1,413			28,862			145,404			82,301
Shares redeemed		(2,010,523	)		(1,284,015	)		(4,292,169	)		(2,030,934	)
Net increase (decrease)		(618,697	)		679,619			4,034,195			5,164,723
Service Shares
Shares sold		554,743			456,562			11,329,390			9,665,692
Shares issued to holders in reinvestment of dividends		—			10,697			161,049			183,965
Shares redeemed		(1,612,743	)		(1,615,250	)		(9,210,010	)		(9,919,664	)
Net increase (decrease)		(1,058,000	)		(1,147,991	)		2,280,429			(70,007	)

See notes to financial statements.

133

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Opportunistic Equity Fund							Global Real Return Fund
	Year Ended March 31, 2014				Year Ended March 31, 2013			Year Ended March 31, 2014			Year Ended March 31, 2013
OPERATIONS:
Net investment income	$	732,141		$	746,058		$	832,674		$	897,253
Net realized gain (loss) on investment transactions		25,954,638			4,854,198			(4,526,174	)		(4,756,580	)
Change in unrealized appreciation on investments		5,016,555			13,201,143			2,683,251			4,879,279
Net increase (decrease) in net assets resulting from operations		31,703,334			18,801,399			(1,010,249	)		1,019,952
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		12,740,679			29,457,609			4,555,454			8,619,468
Shares issued to holders in reinvestment of dividends		3,505,113			394,887			147,042			134,336
Shares redeemed		(34,980,702	)		(17,215,858	)		(3,027,315	)		(7,635,480	)
Net increase (decrease)		(18,734,910	)		12,636,638			1,675,181			1,118,324
Service Shares
Shares sold		12,445,930			9,325,458			18,626,087			11,349,361
Shares issued to holders in reinvestment of dividends		3,535,605			191,398			343,729			733,867
Shares redeemed		(44,363,925	)		(46,106,624	)		(23,902,642	)		(44,895,468	)
Net decrease		(28,382,390	)		(36,589,768	)		(4,932,826	)		(32,812,240	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(554,826	)		(394,887	)		(147,042	)		(134,336	)
Net investment income – Service Shares		(137,451	)		(191,398	)		(469,321	)		(733,867	)
Net realized gains – Institutional Shares		(2,950,288	)		—			—			—
Net realized gains – Service Shares		(3,431,406	)		—			—			—
Total dividends and distributions		(7,073,971	)		(586,285	)		(616,363	)		(868,203	)
DECREASE IN NET ASSETS		(22,487,937	)		(5,738,016	)		(4,884,257	)		(31,542,167	)
NET ASSETS:
Beginning of year		154,717,383			160,455,399			82,461,170			114,003,337
End of year (including accumulated undistributed net investment income of $169,134, $159,773, $245,321 and $14,888, respectively)	$	132,229,446		$	154,717,383		$	77,576,913		$	82,461,170
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		1,020,666			3,050,070			503,548			938,852
Shares issued to holders in reinvestment of dividends		265,740			39,568			16,284			14,261
Shares redeemed		(2,808,384	)		(1,795,557	)		(331,558	)		(823,384	)
Net increase (decrease)		(1,521,978	)		1,294,081			188,274			129,729
Service Shares
Shares sold		981,103			938,744			2,046,056			1,216,621
Shares issued to holders in reinvestment of dividends		269,072			19,255			37,897			77,494
Shares redeemed		(3,592,246	)		(4,813,453	)		(2,628,584	)		(4,803,833	)
Net decrease		(2,342,071	)		(3,855,454	)		(544,631	)		(3,509,718	)

See notes to financial statements.

134

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Core Fixed Income Fund						Tax-Exempt Fixed Income Fund
	Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2014			Year Ended March 31, 2013
OPERATIONS:
Net investment income	$	4,648,545		$	5,023,485		$	1,922,850		$	2,257,558
Net realized gain (loss) on investment transactions		(2,082,111	)		8,953,451			(120,481	)		1,992,488
Change in unrealized appreciation (depreciation) on investments		(8,003,981	)		3,790,201			(3,026,236	)		(279,838	)
Net increase (decrease) in net assets resulting from operations		(5,437,547	)		17,767,137			(1,223,867	)		3,970,208
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		99,243,948			126,671,176			—			—
Shares issued to holders in reinvestment of dividends		4,131,927			3,059,578			—			—
Shares redeemed		(143,287,217	)		(26,205,403	)		—			—
Net increase (decrease)		(39,911,342	)		103,525,351			—			—
Service Shares
Shares sold		82,207,966			119,713,756			21,167,435			22,814,112
Shares issued to holders in reinvestment of dividends		5,662,109			7,857,792			1,305,670			2,125,734
Shares redeemed		(125,108,533	)		(289,441,078	)		(31,627,332	)		(32,323,200	)
Net decrease		(37,238,458	)		(161,869,530	)		(9,154,227	)		(7,383,354	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(2,106,585	)		(1,990,436	)		—			—
Net investment income – Service Shares		(3,464,351	)		(5,184,619	)		(1,932,202	)		(2,255,871	)
Net realized gains – Institutional Shares		(329,777	)		(1,069,143	)		—			—
Net realized gains – Service Shares		(873,296	)		(2,916,872	)		—			—
Return of capital – Institutional Shares		(1,695,565	)		—			—			—
Return of capital – Service Shares		(4,498,324	)		—			—			—
Total dividends and distributions		(12,967,898	)		(11,161,070	)		(1,932,202	)		(2,255,871	)
DECREASE IN NET ASSETS		(95,555,245	)		(51,738,112	)		(12,310,296	)		(5,669,017	)
NET ASSETS:
Beginning of year		415,542,989			467,281,101			75,739,873			81,408,890
End of year (including accumulated undistributed net investment income (loss) of $(1,950), $176,482, $58,795 and $68,147, respectively)	$	319,987,744		$	415,542,989		$	63,429,577		$	75,739,873
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		10,359,602			12,665,350			—			—
Shares issued to holders in reinvestment of dividends		439,400			308,449			—			—
Shares redeemed		(14,958,623	)		(2,622,197	)		—			—
Net increase (decrease)		(4,159,621	)		10,351,602			—			—
Service Shares
Shares sold		8,539,880			12,019,198			1,888,895			1,938,340
Shares issued to holders in reinvestment of dividends		601,091			789,690			118,057			181,911
Shares redeemed		(12,966,663	)		(28,860,816	)		(2,805,719	)		(2,745,670	)
Net decrease		(3,825,692	)		(16,051,928	)		(798,767	)		(625,419	)

See notes to financial statements.

135

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Opportunistic Fixed Income Fund						Strategic Asset Allocation Fund
	Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2014			Year Ended March 31, 2013
OPERATIONS:
Net investment income	$	8,990,479		$	9,763,909		$	1,607,039		$	1,555,251
Net realized gain (loss) on investment transactions		(1,568,782	)		3,938,357			4,893,226			(106,631	)
Change in unrealized appreciation (depreciation) on investments		(10,293,292	)		11,212,581			29,033,060			20,464,754
Net increase (decrease) in net assets resulting from operations		(2,871,595	)		24,914,847			35,533,325			21,913,374
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		40,385,667			97,626,601			3,468,920			923,730
Shares issued to holders in reinvestment of dividends		3,161,115			3,893,635			56,529			5,179
Shares redeemed		(78,137,254	)		(40,949,711	)		(1,062,912	)		(88,985	)
Net increase (decrease)		(34,590,472	)		60,570,525			2,462,537			839,924
Service Shares
Shares sold		68,707,575			59,196,660			144,347,332			138,739,675
Shares issued to holders in reinvestment of dividends		2,709,952			5,215,889			5,261,997			1,635,557
Shares redeemed		(68,566,490	)		(127,923,371	)		(138,207,839	)		(57,129,975	)
Net increase (decrease)		2,851,037			(63,510,822	)		11,401,490			83,245,257
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(2,977,841	)		(3,893,635	)		(18,875	)		(5,179	)
Net investment income – Service Shares		(3,814,577	)		(5,953,564	)		(1,395,712	)		(1,635,557	)
From net realized gains – Institutional Shares		(183,274	)		—			(37,654	)		—
From net realized gains – Service Shares		(373,401	)		—			(5,016,550	)		—
Total dividends and distributions		(7,349,093	)		(9,847,199	)		(6,468,791	)		(1,640,736	)
INCREASE (DECREASE) IN NET ASSETS		(41,960,123	)		12,127,351			42,928,561			104,357,819
NET ASSETS:
Beginning of year		254,635,128			242,507,777			249,007,053			144,649,234
End of year (including distributions in excess of net investment income (loss) of $2,378,876, $(1,481,815),$(28,587) and $(292,420), respectively)	$	212,675,005		$	254,635,128		$	291,935,614		$	249,007,053
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		4,033,572			9,870,100			313,095			94,646
Shares issued to holders in reinvestment of dividends		322,958			387,161			4,998			544
Shares redeemed		(7,938,298	)		(4,072,647	)		(95,592	)		(8,908	)
Net increase (decrease)		(3,581,768	)		6,184,614			222,501			86,282
Service Shares
Shares sold		6,865,249			5,969,660			13,277,241			14,796,202
Shares issued to holders in reinvestment of dividends		276,273			525,275			464,841			171,442
Shares redeemed		(6,919,201	)		(12,887,729	)		(12,692,004	)		(6,078,952	)
Net increase (decrease)		222,321			(6,392,794	)		1,050,078			8,888,692

See notes to financial statements.

136

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Tactical Constrained^SM Asset Allocation Fund						Tactical Unconstrained^SM Asset Allocation Fund
	Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2014			Year Ended March 31, 2013
OPERATIONS:
Net investment income	$	1,617,584		$	1,843,422		$	1,796,829		$	2,359,870
Net realized gain on investment transactions		5,240,965			1,312,731			9,735,582			4,089,310
Change in unrealized appreciation on investments		15,305,680			14,384,272			12,960,967			19,251,032
Net increase in net assets resulting from operations		22,164,229			17,540,425			24,493,378			25,700,212
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		2,761,832			927,302			1,261,607			846,923
Shares issued to holders in reinvestment of dividends		34,002			7,493			28,934			7,543
Shares redeemed		(1,120,373	)		(88,557	)		(659,809	)		(83,079	)
Net increase		1,675,461			846,238			630,732			771,387
Service Shares
Shares sold		84,656,660			134,707,886			177,825,472			183,929,465
Shares issued to holders in reinvestment of dividends		1,537,801			2,344,322			6,278,348			3,611,304
Shares redeemed		(138,713,361	)		(66,447,400	)		(133,748,253	)		(83,970,383	)
Net increase (decrease)		(52,518,900	)		70,604,808			50,355,567			103,570,386
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(23,970	)		(6,307	)		(9,973	)		(6,002	)
Net investment income – Service Shares		(1,634,037	)		(1,820,997	)		(1,652,507	)		(2,613,278	)
Net realized gains – Institutional Shares		(10,033	)		(1,186	)		(18,961	)		(1,541	)
Net realized gains – Service Shares		(1,258,199	)		(523,324	)		(5,959,556	)		(998,026	)
Total dividends and distributions		(2,926,239	)		(2,351,814	)		(7,640,997	)		(3,618,847	)
INCREASE (DECREASE) IN NET ASSETS		(31,605,449	)		86,639,657			67,838,680			126,423,138
NET ASSETS:
Beginning of year		229,784,771			143,145,114			311,126,576			184,703,438
End of year (including undistributed net investment income (loss) of $17,673, $65,093, $(28,587) and $(30,953), respectively)	$	198,179,322		$	229,784,771		$	378,965,256		$	311,126,576
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		249,754			92,258			118,987			86,652
Shares issued to holders in reinvestment of dividends		3,017			764			2,682			794
Shares redeemed		(101,714	)		(8,686	)		(62,213	)		(8,358	)
Net increase		151,057			84,336			59,456			79,088
CHANGES IN SHARES OUTSTANDING
Service Shares
Shares sold		7,801,114			13,855,679			16,793,957			19,247,387
Shares issued to holders in reinvestment of dividends		136,209			238,244			580,791			378,941
Shares redeemed		(12,703,740	)		(6,831,572	)		(12,632,765	)		(8,763,079	)
Net increase		(4,766,417	)		7,262,351			4,741,983			10,863,249

See notes to financial statements.

137

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Absolute Return Asset Allocation Fund						Multi-Asset Income Asset Allocation Fund
	Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2014			August 31, 2012¹ Ended March 31, 2013
OPERATIONS:
Net investment income	$	8,361,929		$	7,295,580		$	3,723,672		$	1,297,866
Net realized gain (loss) on investment transactions		(6,857,236	)		(2,028,557	)		(653,711	)		79,148
Change in unrealized appreciation (depreciation) on investments		(641,506	)		6,221,621			2,712,206			2,843,620
Net increase in net assets resulting from operations		863,187			11,488,644			5,782,167			4,220,634
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		910,116			632,867			—			—
Shares issued to holders in reinvestment of dividends		19,543			5,204			—			—
Shares redeemed		(478,434	)		(66,753	)		—			—
Net increase		451,225			571,318			—			—
Service Shares
Shares sold		197,736,481			389,126,244			84,116,586			78,226,314
Shares issued to holders in reinvestment of dividends		1,562,579			6,375,492			859,152			920,397
Shares redeemed		(251,559,445	)		(129,561,042	)		(44,766,891	)		(9,177,326	)
Net increase (decrease)		(52,260,385	)		265,940,694			40,208,847			69,969,385
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(19,543	)		(5,017	)		—			—
Net investment income – Service Shares		(9,107,855	)		(6,075,492	)		(3,670,842	)		(920,397	)
Net realized gains – Institutional Shares		—			(187	)		—			—
Net realized gains – Service Shares		—			(300,000	)		(112,018	)		—
Total dividends and distributions		(9,127,398	)		(6,380,696	)		(3,782,860	)		(920,397	)
INCREASE (DECREASE) IN NET ASSETS		(60,073,371	)		271,619,960			42,208,154			73,269,622
NET ASSETS:
Beginning of year		510,274,657			238,654,697			73,269,622			—
End of year (including accumulated undistributed net investment income of $1,183,290, $1,979,089, $430,235 and $377,469, respectively)	$	450,201,286		$	510,274,657		$	115,477,776		$	73,269,622
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		91,636			62,118			—			—
Shares issued to holders in reinvestment of dividends		1,986			515			—			—
Shares redeemed		(48,184	)		(6,565	)		—			—
Net increase		45,438			56,068			—			—
CHANGES IN SHARES OUTSTANDING
Service Shares
Shares sold		19,735,570			38,501,638			7,984,824			7,722,970
Shares issued to holders in reinvestment of dividends		158,316			629,989			81,731			90,324
Shares redeemed		(25,137,707	)		(12,779,147	)		(4,252,068	)		(891,074	)
Net increase (decrease)		(5,243,821	)		26,352,480			3,814,487			6,922,220

¹Commencement of operations.

See notes to financial statements.

138

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Fixed Income Allocation Fund						Altegris^®Diversified Alternatives Allocation Fund
	Year Ended March 31, 2014			August 31, 2012¹ Ended March 31, 2013			Year Ended March 31, 2014			August 31, 2012¹ Ended March 31, 2013
OPERATIONS:
Net investment income	$	3,268,718		$	2,330,764		$	4,096,095		$	414,511
Net realized gain (loss) on investment transactions		(5,378,361	)		381,638			(3,921,888	)		(139,006	)
Change in unrealized appreciation (depreciation) on investments		(1,638,528	)		(1,429,156	)		1,864,478			266,232
Net increase (decrease) in net assets resulting from operations		(3,748,171	)		1,283,246			2,038,685			541,737
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		915,879			573,305			689,003			564,274
Shares issued to holders in reinvestment of dividends		17,674			2,558			20,739			1,070
Shares redeemed		(458,138	)		(70,389	)		(478,352	)		(54,444	)
Net increase		475,415			505,474			231,390			510,900
Service Shares
Shares sold		115,835,263			272,311,878			57,897,860			185,187,805
Shares issued to holders in reinvestment of dividends		1,080,786			1,762,362			707,742			395,082
Shares redeemed		(123,305,671	)		(45,778,257	)		(89,214,319	)		(24,501,818	)
Net increase (decrease)		(6,389,622	)		228,295,983			(30,608,717	)		161,081,069
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(16,037	)		(2,522	)		(20,512	)		(1,070	)
Net investment income – Service Shares		(3,627,266	)		(1,731,753	)		(4,068,805	)		(395,082	)
Net realized gains – Institutional Shares		(1,637	)		(36	)		(227	)		—
Net realized gains – Service Shares		(552,887	)		(30,609	)		(51,242	)		—
Total dividends and distributions		(4,197,827	)		(1,764,920	)		(4,140,786	)		(396,152	)
INCREASE (DECREASE) IN NET ASSETS		(13,860,205	)		228,319,783			(32,479,428	)		161,737,554
NET ASSETS:
Beginning of year		228,319,783			—			161,737,554			—
End of year (including accumulated undistributed net investment income of $221,674, $596,489, $25,117 and $18,359, respectively)	$	214,459,578		$	228,319,783		$	129,258,126		$	161,737,554
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		94,769			57,171			69,757			56,750
Shares issued to holders in reinvestment of dividends		1,846			256			2,105			109
Shares redeemed		(47,460	)		(7,036	)		(48,709	)		(5,477	)
Net increase		49,155			50,391			23,153			51,382
CHANGES IN SHARES OUTSTANDING
Service Shares
Shares sold		11,927,709			27,217,672			5,820,067			18,551,917
Shares issued to holders in reinvestment of dividends		113,096			176,236			71,779			40,315
Shares redeemed		(12,722,815	)		(4,573,134	)		(9,017,243	)		(2,469,547	)
Net increase (decrease)		(682,010	)		22,820,774			(3,125,397	)		16,122,685

¹Commencement of operations.

See notes to financial statements.

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FINANCIAL HIGHLIGHTS

	Large Cap Growth Fund
	Institutional
	Year Ended March 31, 2014			Year Ended March 31, 2013			April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$11.20			$10.68			$10.32
Income from investment operations:
Net investment income		0.09			0.08			0.01
Net realized and unrealized gains on investments		2.46			0.51			0.35
Total from investment operations		2.55			0.59			0.36
Less distributions:
Dividends from net investment income		(0.08	)		(0.07	)		—
Total distributions		(0.08	)		(0.07	)		—
Net asset value, end of year		$13.67			$11.20			$10.68
Total return		22.81	%		5.54	%		3.49	%²
Supplemental data and ratios:
Net assets, end of year		$44,827,864			$44,994,114			$31,330,264
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.90	%		0.92	%		0.93	%³
After expense reimbursement (recapture) and securities lending credit		0.89	%		0.89	%		0.92	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.63	%		0.81	%		0.33	%³
After expense reimbursement (recapture) and securities lending credit		0.64	%		0.84	%		0.34	%³
Portfolio turnover rate		55.81	%		60.92	%		126.61	%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.

See notes to financial statements.

140

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FINANCIAL HIGHLIGHTS

	Large Cap Growth Fund
	Service
	Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$11.12			$10.61			$9.99			$8.41			$5.67
Income from investment operations:
Net investment income (loss)		0.00			0.02			(0.03	)		(0.01	)		0.01
Net realized and unrealized gains on investments		2.45			0.51			0.65			1.59			2.75
Total from investment operations		2.45			0.53			0.62			1.58			2.76
Less distributions:
Dividends from net investment income		(0.01	)		(0.02	)		—			—			(0.01	)
Return of capital		—			—			—			—			(0.01	)
Total distributions		(0.01	)		(0.02	)		—			—			(0.02	)
Net asset value, end of year		$13.56			$11.12			$10.61			$9.99			$8.41
Total return		22.04	%		5.00	%		6.21	%		18.79	%		48.60	%
Supplemental data and ratios:
Net assets, end of year		$138,902,683			$136,196,479			$168,654,404			$211,129,188			$207,928,223
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.48	%		1.52	%		1.54	%		1.45	%		1.46	%
After expense reimbursement (recapture) and securities lending credit		1.49	%		1.49	%		1.49	%		1.43	%		1.41	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.05	%		0.18	%		-0.32	%		-0.13	%		0.09	%
After expense reimbursement (recapture) and securities lending credit		0.04	%		0.21	%		-0.27	%		-0.11	%		0.14	%
Portfolio turnover rate		55.81	%		60.92	%		126.61	%		63.33	%		69.83	%

Portfolio Turnover is calculated for the Fund as a whole.

See notes to financial statements.

141

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FINANCIAL HIGHLIGHTS

	Large Cap Value Fund
	Institutional
	Year Ended March 31, 2014			Year Ended March 31, 2013			April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$9.43			$8.39		$8.54
Income from investment operations:
Net investment income		0.17			0.18		0.13
Net realized and unrealized gains (losses) on investments		2.31			1.03		(0.09	)
Total from investment operations		2.48			1.21		0.04
Less distributions:
Dividends from net investment income		(0.18	)		(0.17	)	(0.19	)
Total distributions		(0.18	)		(0.17	)	(0.19	)
Net asset value, end of year		$11.73			$9.43		$8.39
Total return		26.38	%		14.70	%	0.70	%²
Supplemental data and ratios:
Net assets, end of year		$62,007,800			$60,452,681		$39,721,680
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.89	%		0.92	%	0.93	%³
After expense reimbursement (recapture) and securities lending credit		0.88	%		0.91	%	0.92	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.57	%		1.89	%	1.89	%³
After expense reimbursement (recapture) and securities lending credit		1.58	%		1.90	%	1.90	%³
Portfolio turnover rate		29.10	%		27.02	%	95.12	%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.

See notes to financial statements.

142

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FINANCIAL HIGHLIGHTS

	Large Cap Value Fund
	Service
	Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$9.52			$8.47			$8.32			$7.44			$4.85
Income from investment operations:
Net investment income		0.13			0.14			0.10			0.09			0.10
Net realized and unrealized gains on investments		2.31			1.03			0.13			0.88			2.60
Total from investment operations		2.44			1.17			0.23			0.97			2.70
Less distributions:
Dividends from net investment income		(0.12	)		(0.12	)		(0.08	)		(0.09	)		(0.11	)
Total distributions		(0.12	)		(0.12	)		(0.08	)		(0.09	)		(0.11	)
Net asset value, end of year		$11.84			$9.52			$8.47			$8.32			$7.44
Total return		25.63	%		13.96	%		2.87	%		13.15	%		55.37	%
Supplemental data and ratios:
Net assets, end of year		$137,835,903			$139,072,035			$163,077,098			$200,132,341			$200,627,939
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.46	%		1.49	%		1.51	%		1.44	%		1.44	%
After expense reimbursement (recapture) and securities lending credit		1.45	%		1.49	%		1.49	%		1.42	%		1.40	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.01	%		1.33	%		1.13	%		1.13	%		1.27	%
After expense reimbursement (recapture) and securities lending credit		1.02	%		1.33	%		1.15	%		1.15	%		1.31	%
Portfolio turnover rate		29.10	%		27.02	%		95.12	%		16.35	%		26.85	%

Portfolio Turnover is calculated for the Fund as a whole.

See notes to financial statements.

143

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FINANCIAL HIGHLIGHTS

	Small/Mid Cap Core Fund
	Institutional
	Year Ended March 31, 2014			Year Ended March 31, 2013			April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$13.51			$11.56			$11.99
Income from investment operations:
Net investment income		—			0.07			—
Net realized and unrealized gains (losses) on investments		3.27			1.99			(0.43	)
Total from investment operations		3.27			2.06			(0.43	)
Less distributions:
Dividends from net investment income		(0.01	)		(0.11	)		—
Total distributions		(0.01	)		(0.11	)		—
Net asset value, end of year		$16.77			$13.51			$11.56
Total return		24.19	%		17.95	%		-3.59	%²
Supplemental data and ratios:
Net assets, end of year		$44,695,002			$44,361,656			$30,106,471
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.05	%		1.09	%		1.22	%³
After expense reimbursement (recapture) and securities lending credit		1.02	%		1.05	%		1.09	%³
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		-0.04	%		0.61	%		-0.10	%³
After expense reimbursement (recapture) and securities lending credit		-0.01	%		0.65	%		0.03	%³
Portfolio turnover rate		241.55	%		143.14	%		245.95	%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.

See notes to financial statements.

144

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FINANCIAL HIGHLIGHTS

	Small/Mid Cap Core Fund
	Service
	Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$13.45			$11.50			$11.61			$9.46			$5.69
Income from investment operations:
Net investment income (loss)		(0.12	)		—			(0.09	)		(0.05	)		0.01
Net realized and unrealized gains (losses) on investments		3.28			1.99			(0.02	)		2.20			3.78
Total from investment operations		3.16			1.99			(0.11	)		2.15			3.79
Less distributions:
Dividends from net investment income		—			(0.04	)		—			—			—	*
Return of capital		—			—			—			—			(0.02	)
Total distributions		—			(0.04	)		—			—			(0.02	)
Net asset value, end of year		$16.61			$13.45			$11.50			$11.61			$9.46
Total return		23.49	%		17.32	%		-0.95	%		22.73	%		66.39	%
Supplemental data and ratios:
Net assets, end of year		$32,592,001			$40,621,412			$47,944,286			$42,748,789			$42,649,488
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.60	%		1.66	%		1.74	%		1.71	%		1.67	%
After expense reimbursement (recapture) and securities lending credit		1.59	%		1.59	%		1.59	%		1.59	%		1.59	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		-0.62	%		0.01	%		-0.82	%		-0.66	%		-0.06	%
After expense reimbursement (recapture) and securities lending credit		-0.61	%		0.08	%		-0.67	%		-0.54	%		0.02	%
Portfolio turnover rate		241.55	%		143.14	%		245.95	%		44.75	%		52.31	%

Portfolio Turnover is calculated for the Fund as a whole.

*	Amount represents less than $0.01 per share.

See notes to financial statements.

145

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FINANCIAL HIGHLIGHTS

	World ex-US Fund
	Institutional
	Year Ended March 31, 2014			Year Ended March 31, 2013			April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$8.06			$7.52			$8.75
Income from investment operations:
Net investment income		0.11			0.13			0.07
Net realized and unrealized gains (losses) on investments		0.86			0.48			(1.17	)
Total from investment operations		0.97			0.61			(1.10	)
Less distributions:
Dividends from net investment income		(0.09	)		(0.07	)		(0.13	)
Total distributions		(0.09	)		(0.07	)		(0.13	)
Net asset value, end of year		$8.94			$8.06			$7.52
Total return		12.09	%		8.09	%		-12.34	%²
Supplemental data and ratios:
Net assets, end of year		$130,537,695			$85,157,441			$40,623,156
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.03	%		1.09	%		1.08	%³
After expense reimbursement (recapture) and securities lending credit		1.03	%		1.09	%		1.08	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.44	%		1.44	%		1.13	%³
After expense reimbursement (recapture) and securities lending credit		1.44	%		1.44	%		1.13	%³
Portfolio turnover rate		75.22	%		75.34	%		164.90	%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.

See notes to financial statements.

146

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FINANCIAL HIGHLIGHTS

	World ex-US Fund
	Service
	Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$8.05			$7.54			$8.39			$8.01			$5.80
Income from investment operations:
Net investment income		0.07			0.08			0.12			0.11			0.20
Net realized and unrealized gains (losses) on investments		0.85			0.49			(0.88	)		0.40			2.22
Total from investment operations		0.92			0.57			(0.76	)		0.51			2.42
Less distributions:
Dividends from net investment income .		(0.08	)		(0.06	)		(0.09	)		(0.13	)		(0.21	)
Total distributions		(0.08	)		(0.06	)		(0.09	)		(0.13	)		(0.21	)
Net asset value, end of year		$8.89			$8.05			$7.54			$8.39			$8.01
Total return		11.47	%		7.53	%		-8.92	%		6.48	%		41.68	%
Supplemental data and ratios:
Net assets, end of year		$238,149,375			$197,252,920			$185,300,082			$269,702,069			$269,621,569
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.60	%		1.66	%		1.66	%		1.50	%		1.53	%
After expense reimbursement (recapture) and securities lending credit		1.59	%		1.59	%		1.59	%		1.50	%		1.53	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.94	%		0.93	%		1.11	%		1.34	%		2.01	%
After expense reimbursement (recapture) and securities lending credit		0.95	%		1.00	%		1.18	%		1.34	%		2.01	%
Portfolio turnover rate		75.22	%		75.34	%		164.90	%		47.34	%		65.33	%

Portfolio Turnover is calculated for the Fund as a whole.

See notes to financial statements.

147

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FINANCIAL HIGHLIGHTS

	Opportunistic Equity Fund
	Institutional									Service
	Year Ended March 31, 2014			Year Ended March 31, 2013			April 29, 2011¹ Through March 31, 2012			Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$11.34			$9.91			$10.21			$11.27			$9.86			$10.00
Income from investment operations:
Net investment income (loss)		0.13			0.08			0.02			0.04			0.03			(0.02	)
Net realized and unrealized gains (losses) on investments		2.79			1.42			(0.32	)		2.79			1.40			(0.12	)
Total from investment operations		2.92			1.50			(0.30	)		2.83			1.43			(0.14	)
Less distributions:
Dividends from net investment income		(0.12	)		(0.07	)		—			(0.03	)		(0.02	)		—
Dividends from net realized gains		(0.65	)		—			—			(0.65	)		—			—
Total distributions		(0.77	)		(0.07	)		—			(0.68	)		(0.02	)		—
Net asset value, end of year		$13.49			$11.34			$9.91			$13.42			$11.27			$9.86
Total return		25.92	%		15.22	%		-2.94	%²		25.20	%		14.56	%		-1.40	%
Supplemental data and ratios:
Net assets, end of year		$59,877,468			$67,574,510			$46,233,165			$72,351,978			$87,142,873			$114,222,234
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.02	%		1.06	%		1.05	%³		1.58	%		1.63	%		1.63	%
After expense reimbursement (recapture) and securities lending credit		1.01	%		1.05	%		1.03	%³		1.59	%		1.60	%		1.60	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.82	%		0.86	%		0.45	%³		0.27	%		0.26	%		-0.19	%
After expense reimbursement (recapture) and securities lending credit		0.83	%		0.87	%		0.47	%³		0.26	%		0.29	%		-0.16	%
Portfolio turnover rate		59.12	%		78.58	%		91.59	%		59.12	%		78.58	%		91.59	%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.

See notes to financial statements.

148

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FINANCIAL HIGHLIGHTS

	Global Real Return Fund
	Institutional									Service
	Year Ended March 31, 2014			Year Ended March 31, 2013			April 29, 2011¹ Through March 31, 2012			Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$9.39			$9.35			$10.31			$9.42			$9.40			$10.00
Income from investment operations:
Net investment income		0.14			0.14			0.10			0.09			0.08			0.07
Net realized and unrealized gains (losses) on investments		(0.20	)		0.02			(0.88	)		(0.20	)		0.02			(0.59	)
Total from investment operations		(0.06	)		0.16			(0.78	)		(0.11	)		0.10			(0.52	)
Less distributions:
Dividends from net investment income		(0.11	)		(0.12	)		(0.17	)		(0.07	)		(0.08	)		(0.08	)
Return of capital		—			—			(0.01	)		—			—			—	*
Total distributions		(0.11	)		(0.12	)		(0.18	)		(0.07	)		(0.08	)		(0.08	)
Net asset value, end of year		$9.22			$9.39			$9.35			$9.24			$9.42			$9.40
Total return		-0.66	%		1.73	%		-7.48	%²		-1.19	%		1.05	%		-5.09	%
Supplemental data and ratios:
Net assets, end of year		$13,204,913			$11,681,383			$10,423,221			$64,372,000			$70,779,787			$103,580,116
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit		0.85	%		0.88	%		0.89	%³		1.41	%		1.45	%		1.47	%
After expense reimbursement (recapture) and securities lending credit		0.61	%		0.80	%		0.82	%³		1.18	%		1.37	%		1.44	%
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit		1.30	%		1.22	%		1.08	%³		0.75	%		0.76	%		0.72	%
After expense reimbursement (recapture) and securities lending credit		1.54	%		1.30	%		1.15	%³		0.98	%		0.84	%		0.75	%
Portfolio turnover rate		36.72	%		35.26	%		55.11	%		36.72	%		35.26	%		55.11	%

Portfolio Turnover is calculated for the Fund as a whole.

1	Commencement of operations.
2	Not annualized.
3	Annualized.
4	These ratios exclude the impact of the expenses of the underlying investment companies and exchange-traded funds in which the Fund invests.
5	Recognition of the net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies and exchange-traded funds in which the Fund invests.
*	Amount represents less than $0.01 per share.

See notes to financial statements.

149

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FINANCIAL HIGHLIGHTS

	Core Fixed Income Fund
	Institutional
	Year Ended March 31, 2014		Year Ended March 31, 2013		April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year	$9.86		$9.77		$9.48
Income from investment operations:
Net investment income	0.16		0.17		0.21
Net realized and unrealized gains (losses) on investments	(0.24	)	0.23		0.31
Total from investment operations	(0.08	)	0.40		0.52
Less distributions:
Dividends from net investment income	(0.20	)	(0.21	)	(0.23	)
Dividends from net realized gains	(0.03	)	(0.10	)	—
Return of capital	(0.18	)	—		—
Total distributions	(0.41	)	(0.31	)	(0.23	)
Net asset value, end of year	$9.37		$9.86		$9.77
Total return	-0.72	%	4.12	%	5.56	%²
Supplemental data and ratios:
Net assets, end of year	$88,702,582		$134,362,492		$31,999,581
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit	0.70	%	0.72	%	0.70	%³
After expense reimbursement (recapture) and securities lending credit	0.70	%	0.72	%	0.69	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit	1.68	%	1.53	%	2.14	%³
After expense reimbursement (recapture) and securities lending credit	1.68	%	1.53	%	2.15	%³
Portfolio turnover rate	112.86	%	213.80	%	427.36	%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.

See notes to financial statements.

150

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FINANCIAL HIGHLIGHTS

	Core Fixed Income Fund
	Service
	Year Ended March 31, 2014		Year Ended March 31, 2013		Year Ended March 31, 2012		Year Ended March 31, 2011		Year Ended March 31, 2010
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year	$9.88		$9.78		$9.36		$9.10		$7.92
Income from investment operations:
Net investment income	0.11		0.11		0.17		0.21		0.33
Net realized and unrealized gains (losses) on investments	(0.25	)	0.24		0.42		0.29		1.17
Total from investment operations	(0.14	)	0.35		0.59		0.50		1.50
Less distributions:
Dividends from net investment income	(0.14	)	(0.15	)	(0.17	)	(0.24	)	(0.32	)
Dividends from net realized gains	(0.03	)	(0.10	)	—		—		—
Return of capital	(0.18	)	—		—		—		—
Total distributions	(0.35	)	(0.25	)	(0.17	)	(0.24	)	(0.32	)
Net asset value, end of year	$9.39		$9.88		$9.78		$9.36		$9.10
Total return	-1.33	%	3.55	%	6.35	%	5.58	%	19.21	%
Supplemental data and ratios:
Net assets, end of year	$231,285,162		$281,180,497		$435,281,520		$581,940,962		$547,963,751
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit	1.29	%	1.30	%	1.28	%	1.25	%	1.28	%
After expense reimbursement (recapture) and securities lending credit	1.29	%	1.29	%	1.26	%	1.24	%	1.25	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit	1.10	%	1.02	%	1.68	%	2.23	%	3.71	%
After expense reimbursement (recapture) and securities lending credit	1.10	%	1.03	%	1.70	%	2.24	%	3.74	%
Portfolio turnover rate	112.86	%	213.80	%	427.36	%	485.40	%	224.89	%

Portfolio Turnover is calculated for the Fund as a whole.

See notes to financial statements.

151

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FINANCIAL HIGHLIGHTS

	Tax-Exempt Fixed Income Fund
	Service
	Year Ended March 31, 2014		Year Ended March 31, 2013		Year Ended March 31, 2012		Year Ended March 31, 2011		Year Ended March 31, 2010
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year	$11.70		$11.47		$10.67		$10.94		$10.27
Income from investment operations:
Net investment income	0.34		0.33		0.37		0.36		0.36
Net realized and unrealized gains (losses) on investments	(0.52	)	0.23		0.80		(0.26	)	0.66
Total from investment operations	(0.18	)	0.56		1.17		0.10		1.02
Less distributions:
Dividends from net investment income	(0.34	)	(0.33	)	(0.37	)	(0.37	)	(0.35	)
Total distributions	(0.34	)	(0.33	)	(0.37	)	(0.37	)	(0.35	)
Net asset value, end of year	$11.18		$11.70		$11.47		$10.67		$10.94
Total return	-1.48	%	4.93	%	11.10	%	0.89	%	10.06	%
Supplemental data and ratios:
Net assets, end of year	$63,429,577		$75,739,873		$81,408,890		$170,330,144		$195,328,951
Ratio of expenses to average net assets
Before expense reimbursement (recapture)	1.38	%	1.36	%	1.31	%	1.29	%	1.30	%
After expense reimbursement (recapture)	1.29	%	1.29	%	1.29	%	1.29	%	1.29	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture)	2.90	%	2.72	%	3.16	%	3.25	%	3.30	%
After expense reimbursement (recapture)	2.99	%	2.79	%	3.18	%	3.25	%	3.31	%
Portfolio turnover rate	35.08	%	30.36	%	38.80	%	38.01	%	57.44	%

See notes to financial statements.

152

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Opportunistic Fixed Income Fund
	Institutional						Service
	Year Ended March 31, 2014		Year Ended March 31, 2013		April 29, 2011¹ Through March 31, 2012		Year Ended March 31, 2014		Year Ended March 31, 2013		Year Ended March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year	$10.27		$9.70		$10.07		$10.28		$9.70		$10.00
Income from investment operations:
Net investment income	0.34		0.42		0.35		0.35		0.36		0.34
Net realized and unrealized gains (losses) on investments	(0.37	)	0.57		(0.34	)	(0.43	)	0.58		(0.31	)
Total from investment operations	(0.03	)	0.99		0.01		(0.08	)	0.94		0.03
Less distributions:
Dividends from net investment income	(0.28	)	(0.42	)	(0.38	)	(0.25	)	(0.36	)	(0.33	)
Dividends from net realized gains	(0.02	)	—		—		(0.02	)	—		—
Total distributions	(0.30	)	(0.42	)	(0.38	)	(0.27	)	(0.36	)	(0.33	)
Net asset value, end of year	$9.94		$10.27		$9.70		$9.93		$10.28		$9.70
Total return	-0.21	%	10.33	%	0.29	%²	-0.71	%	9.64	%	0.56	%
Supplemental data and ratios:
Net assets, end of year	$65,181,311		$104,141,739		$38,403,168		$147,493,694		$150,493,389		$204,104,609
Ratio of expenses to average net assets
Before expense reimbursement (recapture)	1.01	%	1.03	%	1.13	%³	1.59	%	1.61	%	1.63	%
After expense reimbursement (recapture)	1.01	%	1.05	%	1.05	%³	1.55	%	1.55	%	1.55	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture)	4.10	%	4.17	%	4.20	%³	3.51	%	3.52	%	3.49	%
After expense reimbursement (recapture)	4.10	%	4.15	%	4.28	%³	3.55	%	3.58	%	3.57	%
Portfolio turnover rate	66.49	%	101.49	%	86.54	%	66.49	%	101.49	%	86.54	%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.

See notes to financial statements.

153

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Strategic Asset Allocation Fund
	Institutional				Service
	Year Ended March 31, 2014		September 13, 2012¹ Through March 31, 2013		Year Ended March 31, 2014		Year Ended March 31, 2013		April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year	$10.25		$9.63		$10.26		$9.46		$10.00
Income from investment operations:
Net investment income (loss)	(0.03	)	0.11		0.07		0.07		0.08
Net realized and unrealized gains (losses) on investments	1.56		0.62		1.38		0.80		(0.52	)
Total from investment operations	1.53		0.73		1.45		0.87		(0.44	)
Less distributions:
Dividends from net investment income	(0.11	)	(0.11	)	(0.06	)	(0.07	)	(0.10	)
Dividends from net realized gains	(0.22	)	—		(0.22	)	—		—
Return of capital	—		—		—		—		—	*
Total distributions	(0.33	)	(0.11	)	(0.28	)	(0.07	)	(0.10	)
Net asset value, end of year	$11.45		$10.25		$11.43		$10.26		$9.46
Total return	15.00	%	7.68	%²	14.20	%	9.30	%	-4.30	%²
Supplemental data and ratios:
Net assets, end of year	$3,534,178		$884,658		$288,401,436		$248,122,395		$144,649,234
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit	0.40	%	0.42	%³	1.00	%	1.04	%	1.22	%³
After expense reimbursement (recapture) and securities lending credit	0.36	%	0.40	%³	1.00	%	1.00	%	1.00	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit	1.42	%	1.84	%³	0.61	%	0.76	%	1.12	%³
After expense reimbursement (recapture) and securities lending credit	1.46	%	1.86	%³	0.61	%	0.80	%	1.34	%³
Portfolio turnover rate	30.35	%	18.44	%	30.35	%	18.44	%	14.40	%²

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.
⁴	These ratios exclude the impact of the expenses of the underlying investment companies and exchange-traded funds in which the Fund invests.
⁵	Recognition of the net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies and exchange-traded funds in which the Fund invests.
*	Amount represents less than $0.01 per share.

See notes to financial statements.

154

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Tactical Constrained^SMAsset Allocation Fund
	Institutional						Service
	Year Ended March 31, 2014			September 13, 2012¹ Through March 31, 2013			Year Ended March 31, 2014			Year Ended March 31, 2013			April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$10.43			$9.98			$10.44			$9.76			$10.00
Income from investment operations:
Net investment income		0.18			0.14			0.08			0.09			0.09
Net realized and unrealized gains (losses) on investments		0.98			0.48			1.01			0.71			(0.24	)
Total from investment operations		1.16			0.62			1.09			0.80			(0.15	)
Less distributions:
Dividends from net investment income		(0.14	)		(0.14	)		(0.08	)		(0.09	)		(0.09	)
Dividends from net realized gains		(0.06	)		(0.03	)		(0.06	)		(0.03	)		—
Total distributions		(0.20	)		(0.17	)		(0.14	)		(0.12	)		(0.09	)
Net asset value, end of year		$11.39			$10.43			$11.39			$10.44			$9.76
Total return		11.13	%		6.29	%²		10.40	%		8.25	%		-1.43	%²
Supplemental data and ratios:
Net assets, end of year		$2,680,327			$879,348			$195,498,995			$228,905,423			$143,145,114
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit		0.43	%		0.43	%³		1.02	%		1.05	%		1.25	%³
After expense reimbursement (recapture) and securities lending credit		0.38	%		0.38	%³		1.00	%		1.00	%		1.00	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit		1.42	%		2.10	%³		0.67	%		0.94	%		1.33	%³
After expense reimbursement (recapture) and securities lending credit		1.47	%		2.15	%³		0.69	%		0.99	%		1.58	%³
Portfolio turnover rate		69.17	%		67.22	%		69.17	%		67.22	%		50.86	%²

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.
⁴	These ratios exclude the impact of the expenses of the underlying investment companies and exchange-traded funds in which the Fund invests.
⁵	Recognition of the net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies and exchange-traded funds in which the Fund invests.

See notes to financial statements.

155

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Tactical Unconstrained^SMAsset Allocation Fund
	Institutional						Service
	Year Ended March 31, 2014			September 13, 2012¹ Through March 31, 2013			Year Ended March 31, 2014			Year Ended March 31, 2013			April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$10.25			$9.75			$10.27			$9.54			$10.00
Income from investment operations:
Net investment income		0.07			0.13			0.05			0.09			0.06
Net realized and unrealized gains (losses) on investments		0.75			0.55			0.70			0.78			(0.47	)
Total from investment operations		0.82			0.68			0.75			0.87			(0.41	)
Less distributions:
Dividends from net investment income		(0.09	)		(0.14	)		(0.05	)		(0.10	)		(0.05	)
Dividends from net realized gains		(0.18	)		(0.04	)		(0.18	)		(0.04	)		—
Total distributions		(0.27	)		(0.18	)		(0.23	)		(0.14	)		(0.05	)
Net asset value, end of year		$10.80			$10.25			$10.79			$10.27			$9.54
Total return		8.01	%		7.11	%²		7.27	%		9.15	%		-4.09	%²
Supplemental data and ratios:
Net assets, end of year		$1,496,066			$810,333			$377,469,190			$310,316,243			$184,703,438
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit		0.51	%		0.52	%³		1.10	%		1.15	%		1.32	%³
After expense reimbursement (recapture) and securities lending credit		0.46	%		0.46	%³		1.10	%		1.10	%		1.10	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit		1.14	%		1.89	%³		0.51	%		0.90	%		0.90	%³
After expense reimbursement (recapture) and securities lending credit		1.19	%		1.95	%³		0.51	%		0.95	%		1.12	%³
Portfolio turnover rate		244.90	%		195.89	%		244.90	%		195.89	%		293.90	%²

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.
⁴	These ratios exclude the impact of the expenses of the underlying investment companies and exchange-traded funds in which the Fund invests.
⁵	Recognition of the net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies and exchange-traded funds in which the Fund invests.

See notes to financial statements.

156

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Absolute Return Asset Allocation Fund
	Institutional						Service
	Year Ended March 31, 2014			September 13, 2012¹ Through March 31, 2013			Year Ended March 31, 2014			Year Ended March 31, 2013			April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$10.16			$10.19			$10.17			$10.04			$10.00
Income from investment operations:
Net investment income		0.41			0.18			0.19			0.14			0.09
Net realized and unrealized gains (losses) on investments		(0.31	)		(0.02	)		(0.15	)		0.13			0.01
Total from investment operations		0.10			0.16			0.04			0.27			0.10
Less distributions:
Dividends from net investment income		(0.26	)		(0.18	)		(0.20	)		(0.13	)		(0.06	)
Dividends from net realized gains		—			(0.01	)		—			(0.01	)		—
Total distributions		(0.26	)		(0.19	)		(0.20	)		(0.14	)		(0.06	)
Net asset value, end of year		$10.00			$10.16			$10.01			$10.17			$10.04
Total return		1.08	%		1.53	%²		0.43	%		2.71	%		1.01	%²
Supplemental data and ratios:
Net assets, end of year		$1,014,889			$569,773			$449,186,398			$509,704,884			$238,654,697
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit		0.51	%		0.51	%³		1.10	%		1.13	%		1.28	%³
After expense reimbursement (recapture) and securities lending credit		0.36	%		0.47	%³		1.00	%		1.10	%		1.10	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit		2.24	%		2.59	%³		1.64	%		1.80	%		1.54	%³
After expense reimbursement (recapture) and securities lending credit		2.39	%		2.63	%³		1.74	%		1.83	%		1.72	%³
Portfolio turnover rate		134.44	%		64.86	%		134.44	%		64.86	%		136.33	%²

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.
⁴	These ratios exclude the impact of the expenses of the underlying investment companies and exchange-traded funds in which the Fund invests.
⁵	Recognition of the net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies and exchange-traded funds in which the Fund invests.

See notes to financial statements.

157

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Multi-Asset Income Asset Allocation Fund						Fixed Income Allocation Fund
	Service						Institutional						Service
	Year Ended March 31, 2014			August 31, 2012¹ Through March 31, 2013			Year Ended March 31, 2014			September 13, 2012¹ Through March 31, 2013			Year Ended March 31, 2014			August 31, 2012¹ Through March 31, 2013
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$10.58			$10.00			$10.00			$10.01			$9.98			$10.00
Income from investment operations:
Net investment income		0.38			0.22			0.19			0.13			0.15			0.10
Net realized and unrealized gains (losses) on investments		0.21			0.53			(0.27	)		(0.04	)		(0.30	)		(0.04	)
Total from investment operations		0.59			0.75			(0.08	)		0.09			(0.15	)		0.06
Less distributions:
Dividends from net investment income		(0.40	)		(0.17	)		(0.24	)		(0.10	)		(0.16	)		(0.08	)
Dividends from net realized gains		(0.01	)		—			(0.03	)		—	*		(0.03	)		—	*
Total distributions		(0.41	)		(0.17	)		(0.27	)		(0.10	)		(0.19	)		(0.08	)
Net asset value, end of year		$10.76			$10.58			$9.65			$10.00			$9.64			$9.98
Total return		5.63	%		7.55	%²		-0.83	%		0.88	%²		-1.47	%		0.59	%²
Supplemental data and ratios:
Net assets, end of year	$	115,477,776		$	73,269,622		$	960,185		$	503,918		$	213,499,393		$	227,815,865
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit		1.18	%		1.33	%³		0.41	%		0.50	%³		1.01	%		1.09	%³
After expense reimbursement (recapture) and securities lending credit		0.88	%		1.10	%³		0.32	%		0.43	%³		0.92	%		1.03	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit		3.66	%		3.66	%³		1.98	%		2.44	%³		1.40	%		1.78	%³
After expense reimbursement (recapture) and securities lending credit		3.96	%		3.89	%³		2.07	%		2.51	%³		1.49	%		1.84	%³
Portfolio turnover rate		100.40	%		21.35	%²		67.82	%		18.75	%²		67.82	%		18.75	%²

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.
⁴	These ratios exclude the impact of the expenses of the underlying investment companies and exchange-traded funds in which the Fund invests.
⁵	Recognition of the net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies and exchange-traded funds in which the Fund invests.
^*	Amount represents less than $0.01 per share.

See notes to financial statements.

158

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Altegris^®Diversified Alternatives Allocation Fund
	Institutional						Service
	Year Ended March 31, 2014			September 13, 2012¹ Through March 31, 2013			Year Ended March 31, 2014			August 31, 2012¹ Through March 31, 2013
Per share data for a share of capital stock outstanding for the entire year and selected information for the year are as follows:
Net asset value, beginning of year		$10.01			$10.07			$10.00			$10.00
Income from investment operations:
Net investment income		0.28			0.05			0.26			0.03
Net realized and unrealized gains (losses) on investments		(0.11	)		(0.07	)		(0.11	)		0.00
Total from investment operations		0.17			(0.02	)		0.15			0.03
Less distributions:
Dividends from net investment income		(0.29	)		(0.04	)		(0.26	)		(0.03	)
Dividends from net realized gains		—	*		—			—	*		—
Total distributions		(0.29	)		(0.04	)		(0.26	)		(0.03	)
Net asset value, end of year		$9.89			$10.01			$9.89			$10.00
Total return		1.76	%		-0.19	%²		1.50	%		0.26	%²
Supplemental data and ratios:
Net assets, end of year		$737,302			$514,104			$128,520,824			$161,223,450
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture), fees waived and securities lending credit		0.33	%		0.30	%³		0.93	%		0.72	%³
After expense reimbursement (recapture), fees waived and securities lending credit		0.18	%		0.30	%³		0.53	%		0.72	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture), fees waived and securities lending credit		3.10	%		0.84	%³		2.18	%		0.47	%³
After expense reimbursement (recapture), fees waived and securities lending credit		3.25	%		0.84	%³		2.58	%		0.47	%³
Portfolio turnover rate		40.26	%		16.16	%²		40.26	%		16.16	%²

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.
⁴	These ratios exclude the impact of the expenses of the underlying investment companies and exchange-traded funds in which the Fund invests.
⁵	Recognition of the net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies and exchange-traded funds in which the Fund invests.
^*	Amount represents less than $0.01 per share.

See notes to financial statements.

159

GuideMark^SM Funds & GuidePath^SMFunds

NOTES TO FINANCIAL STATEMENTS

March 31, 2014

1.	Organization

GPS Funds I and GPS Funds II (the “Trusts”) are organized as Delaware statutory trusts under Declarations of Trust dated January 2, 2001 and October 20, 2010, respectively. The Trusts are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as open-end management investment companies. GPS Funds I is comprised of the following 7 funds: GuideMark^SMLarge Cap Growth Fund, GuideMark^SMLarge Cap Value Fund, GuideMark^SMSmall/Mid Cap Core Fund, GuideMark^SMWorld ex-US Fund, GuideMark^SMOpportunistic Equity Fund, GuideMark^SMCore Fixed Income Fund, and GuideMark^SMTax-Exempt Fixed Income Fund. GPS Funds II is comprised of the following 9 funds: GuideMark^SMGlobal Real Return Fund, GuideMark^SMOpportunistic Fixed Income Fund, GuidePath^SMStrategic Asset Allocation Fund, GuidePath^SMTactical Constrained^SMAsset Allocation Fund, GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund, GuidePath^SMAbsolute Return Asset Allocation Fund, GuidePath^SMMulti-Asset Income Asset Allocation Fund, GuidePath^SMFixed Income Allocation Fund and GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund (collectively, the “Funds”). All of the Funds, except for the GuideMark^SMOpportunistic Equity Fund and GuideMark^SMOpportunistic Fixed Income Fund are classified and operate as diversified funds under the 1940 Act. The GuideMark^SMOpportunistic Equity Fund and GuideMark^SMOpportunistic Fixed Income Fund are classified as non-diversified. Each Fund represents a distinct portfolio with its own investment objectives and policies. The assets of each Fund are segregated, and a shareholder’s interest is limited to the Fund in which shares are held. The GuideMark^SMGlobal Real Return Fund, GuideMark^SMOpportunistic Fixed Income Fund, GuidePath^SMStrategic Asset Allocation Fund, GuidePath^SMTactical Constrained^SMAsset Allocation Fund, GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund and GuidePath^SMAbsolute Return Asset Allocation Fund were seeded on March 4, 2011 and the prospectus went effective on April 1, 2011. The GuideMark^SMOpportunistic Equity Fund, GuideMark^SMGlobal Real Return Fund and GuideMark^SMOpportunistic

Fixed Income Fund commenced operations on April 1, 2011. The GuidePath^SMStrategic Asset Allocation Fund, GuidePath^SMTactical Constrained^SMAsset Allocation Fund, GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund and GuidePath^SMAbsolute Return Asset Allocation Fund commenced operations on April 29, 2011. The GuidePath^SMMulti-Asset Income Asset Allocation Fund, GuidePath^SMFixed Income Allocation Fund and GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund commenced operations on August 31, 2012. Each Fund offers two classes of shares: Service Shares and Institutional Shares.

2.	Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of the financial statements. These policies are in conformity with U.S. generally accepted accounting principals (“GAAP”).

(a)

Investment Valuation

Portfolio securities listed on a national or foreign securities exchange, except those listed on NASDAQ, for which market quotations are available are valued at the last quoted sale price on each business day. Portfolio securities traded on NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”) on each business day. If there is no reported sale on an exchange or NASDAQ, the portfolio security will be valued at the mean between the most recent quoted bid and asked price. Price information on listed securities is taken from the exchange where the security is primarily traded.

All equity securities that are not traded on a listed exchange are valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. Non-exchange traded ADRs are priced with an evaluated price as determined by the current evaluated pricing procedures of, and provided by, the pricing vendor.

160

GuideMark^SMFunds & GuidePath^SMFunds

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

Fixed income securities that have a maturity of greater than 60 days are generally valued on the basis of evaluations obtained from third party pricing services, which take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data. Short term investments having a maturity of less than 60 days are valued at amortized cost.

Investments in mutual funds are valued at the closing net asset value per share of each mutual fund on the day of valuation.

To assess the continuing appropriateness of security valuation, the Advisor regularly compares prior day prices with current day prices and transaction prices. When the comparison results exceed pre-defined thresholds, the Advisor challenges the prices exceeding tolerance levels with the pricing service or broker. Securities for which no market quotations are readily available or when a significant event has occurred between the time of the security’s last close and the time that a Fund next calculates its net asset value will be valued at their fair value as determined by the applicable Fund’s Valuation Committee. Securities for which no market prices are readily available will be valued at their fair value as determined by the Valuation Committee under procedures adopted by the applicable Board of Trustees (the “Board”).

The Funds have adopted fair valuation accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period. In addition, these standards require expanded disclosure for each major category of assets. These inputs are summarized in the three broad levels listed below:

Level 1 – Quoted prices in active markets for identical securities.

Level 2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3 – Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

During the year, certain of the securities and other instruments held by the Funds were categorized as Level 2 or Level 3 based upon the inputs and methodologies used to determine the fair value of the security or instrument. Descriptions of the inputs and valuation methodologies used to determine the fair values of each class of investments within Level 2 and Level 3 are set forth below.

Level 2 Investments. The Funds’ investments that were categorized as Level 2 include: (1) certain fixed income securities, including asset-backed securities, bank loans, collateralized mortgage obligations, convertible obligations, corporate obligations, U.S. and foreign government obligations, mortgage-backed securities and municipal obligations; (2) certain common stocks, convertible preferred stocks, preferred stocks, and real estate investment trusts (3) certain over-the-counter derivative instruments, including forward currency contracts and swaps.

Fixed income securities are normally valued by pricing vendors that use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models. The service providers’ internal models typically use inputs that are observable such as institutional-sized trading in similar groups of securities, yield, credit quality, coupon rate, maturity, type of issue, trading characteristics and other market data.

Certain common stocks that trade on foreign exchanges are subject to valuation adjustments. These valuation adjustments are applied to the foreign exchange-traded common stocks to account for the market movement between the close of the foreign market in which the security is traded and the close of the New York Stock Exchange. These

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securities are valued using pricing vendors that consider the correlation patterns of price movements of the foreign security to the intraday trading in the U.S. markets.

Foreign currency contracts derive their value from underlying asset prices, indices, reference rates, and other inputs or a combination of these factors. These instruments are normally valued using pricing vendors. Depending upon the instrument, its value may be provided by a pricing vendor using a series of techniques, including pricing models. The pricing models typically use inputs that are observed from active markets such as indices, spreads, interest rates, curves, dividends and exchange rates.

Level 3 Investments. The Funds’ investments that were categorized as Level 3 include: (1) fair valued securities and certain investments purchased as securities lending collateral.

Investments purchased as securities lending collateral are normally valued by pricing vendors using relevant observable inputs, as described above. Fair valued securities are normally valued by pricing vendors using relevant observable inputs, as described above. In certain circumstances, the types of observable inputs that are typically used by a pricing service may be unavailable or deemed by the pricing service to be unreliable. In these instances, the pricing vendor may value the security based upon significant unobservable inputs, or the pricing vendor may not provide a value for the security. To the extent that a pricing vendor does not provide a value for a particular security, or the pricing vendor provides a value that the Valuation Committee does not believe accurately reflects the value of the security, the security will be valued by the Valuation Committee based upon the information available at the time of valuation and in accordance with procedures adopted by the Board. These methodologies may require subjective judgments and determinations about the value of a particular security. When significant unobservable inputs are used to value a security, the security is categorized as Level 3.

To verify Level 3 unobservable inputs, the Valuation Committee uses a variety of techniques as appropriate to substantiate these valuation approaches including a regular review of key inputs and assumptions, transaction back-testing or disposition analysis and review of related market activity.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Funds’ net assets as of March 31, 2014:

GuideMark^SMLarge Cap Growth Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	180,940,768	$	—	$	—	$	180,940,768
Short Term Investments		2,179,887		—		—		2,179,887
Investments Purchased as Securities Lending Collateral		8,204,735		—		792		8,205,527
Total Investments in Securities	$	191,325,390	$	—	$	792	$	191,326,182

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1, 2 or 3. Transfers between levels are recognized at the end of the reporting period.

There was no activity in the Level 3 assets during the year ended March 31, 2014. The ending balance as of March 31, 2014 was unchanged from the ending balance as of March 31, 2013. The Level 3 investments as of March 31, 2014 represented 0.00% of net assets and did not warrant a disclosure of significant unobservable valuations inputs.

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GuideMark^SMLarge Cap Value Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	198,287,985	$	—	$	—	$	198,287,985
Short Term Investments		1,429,921		—		—		1,429,921
Investments Purchased as Securities Lending Collateral		12,125,560		—		906		12,126,466
Total Investments in Securities	$	211,843,466	$	—	$	906	$	211,844,372

GuideMark^SMSmall/Mid Cap Core Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	70,496,400	$	—	$	—	$	70,496,400
Investment Companies		224,094		—		—		224,094
Real Estate Investment Trusts		5,723,304		—		—		5,723,304
Short Term Investments		148,982		—		—		148,982
Investments Purchased as Securities Lending Collateral		7,503,668		—		247		7,503,915
Total Investments in Securities	$	84,096,448	$	—	$	247	$	84,096,695

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GuideMark^SMWorld ex-US Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	42,333,361	$	289,615,012	$	—	$	331,948,373
Investment Companies		5,906,040		—		—		5,906,040
Preferred Stocks		3,789,990		2,730,140		—		6,520,130
Real Estate Investment Trusts		—		1,496,656		—		1,496,656
Short Term Investments		20,787,585		819,953		—		21,607,538
Investments Purchased as Securities Lending Collateral		2,213,110		—		216		2,213,326
Total Investments in Securities	$	75,030,086	$	294,661,761	$	216	$	369,692,063
Other Financial Instruments*
Futures	$	349,550	$	—	$	—	$	349,550
Total	$	349,550	$	—	$	—	$	349,550

*	Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures. These instruments are reflected at the unrealized appreciation (depreciation) on the instrument.

For further information regarding security characteristics, see the Schedule of Investments.

Below is a reconciliation that details the transfer of securities between Level 1 and Level 2 during the reporting period:

Description	Investments in Securities
Transfers into Level 1	$	3,792,141
Transfers out of Level 1		—
Net Transfers into/(out of) Level 1	$	3,792,141
Transfers into Level 2	$	—
Transfers out of Level 2		3,792,141
Net Transfers into/(out of) Level 2	$	3,792,141

Transfers were made due to an increase in the level of inputs utilized for such securities in accordance with the fair value hierarchy. Transfers between levels are recognized at the end of the reporting period.

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GuideMark^SMOpportunistic Equity Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	126,582,594	$	—	$	—	$	126,582,594
Real Estate Investment Trusts		1,865,299		—		—		1,865,299
Short Term Investments		2,938,513		—		—		2,938,513
Investments Purchased as Securities Lending Collateral		8,998,359		—		—		8,998,359
Total Investments in Securities	$	140,384,765	$	—	$	—	$	140,384,765

GuideMark^SMGlobal Real Return Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	77,142,686	$	—	$	—	$	77,142,686
Short Term Investments		531,056		—		—		531,056
Investments Purchased as Securities Lending Collateral		28,902,100		—		—		28,902,100
Total Investments in Securities	$	106,575,842	$	—	$	—	$	106,575,842

GuideMark^SMCore Fixed Income Fund

	Level 1		Level 2		Level 3		Total
Fixed Income
Asset Backed Securities	$	—	$	23,597,011	$	—	$	23,597,011
Collateralized Mortgage Obligations		—		16,393,037		—		16,393,037
Corporate Obligations		—		125,878,345		—		125,878,345
Foreign Government Debt Obligations		—		768,885		—		768,885
Mortgage Backed Securities		—		85,727,067		—		85,727,067
Municipal Debt Obligations		—		1,619,527		—		1,619,527
U.S. Government Agency Issues		—		4,809,302		—		4,809,302
U.S. Treasury Obligations		—		53,653,349		—		53,653,349
Total Fixed Income		—		312,446,523		—		312,446,523
Short Term Investments		21,137,712		—		—		21,137,712
Investments Purchased as Securities Lending Collateral		4,585,969		—		191		4,586,160
Total Investments in Securities	$	25,723,681	$	312,446,523	$	191	$	338,170,395

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GuideMark^SMTax-Exempt Fixed Income Fund

	Level 1		Level 2		Level 3		Total
Municipal Obligations	$	—	$	61,630,103	$	—	$	61,630,103
Short Term Investments		931,487		—		—		931,487
Total Investments in Securities	$	931,487	$	61,630,103	$	—	$	62,561,590

GuideMark^SMOpportunistic Fixed Income Fund

	Level 1			Level 2			Level 3		Total
Equity
Common Stock	$	3,088,479		$	—		$	—	$	3,088,479
Convertible Preferred Stock		841,636			298,444			—		1,140,080
Investment Companies		509,142			—			—		509,142
Preferred Stock		168,823			286,886			—		455,709
Total Equity		4,608,080			585,330			—		5,193,410
Fixed Income
Asset Backed Securities		—			2,681,044			—		2,681,044
Bank Loans		—			9,855,002			—		9,855,002
Collateralized Mortgage Obligations		—			27,659,231			—		27,659,231
Convertible Obligations		—			3,022,252			—		3,022,252
Corporate Obligations		—			35,904,560			—		35,904,560
Foreign Government Obligations		—			63,342,395			—		63,342,395
Mortgage Backed Securities		—			24,750,557			—		24,750,557
Total Fixed Income		—			167,215,041			—		167,215,041
Purchased Options		—			24,366			—		24,366
Short Term Investments		17,582,588			19,264,598			—		36,847,186
Total Investments in Securities	$	22,190,668		$	187,089,335		$	—	$	209,280,003
Other Financial Instruments*
Forward Currency Contracts	$	—		$	(836,646	)	$	—	$	(836,646	)
Futures		(20,938	)		—			—		(20,938	)
Swaps		—			(556,145	)		—		(556,145	)
Total	$	(20,938	)	$	(1,392,791	)	$	—	$	(1,413,729	)

*	Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as forward currency contracts, futures, and swaps. These instruments are reflected at the unrealized appreciation (depreciation) on the instrument.

For further information regarding security characteristics, see the Schedule of Investments.

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March 31, 2014

Below is a reconciliation that details the transfer of securities between Level 1 and Level 2 during the reporting period:

Description	Investments in Securities
Transfers into Level 1	$	—
Transfers out of Level 1		196,467
Net Transfers into/(out of) Level 1	$	196,467
Transfers into Level 2	$	196,467
Transfers out of Level 2		—
Net Transfers into/(out of) Level 2	$	196,467

A Transfer was made out of Level 1 and into Level 2 due to consideration of other significant observable inputs with respect to the valuation of a security. Transfers between levels are recognized at the end of the reporting period.

GuidePath^SMStrategic Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	285,638,993	$	—	$	—	$	285,638,993
Short Term Investments		5,569,507		—		—		5,569,507
Investments Purchased as Securities Lending Collateral		38,325,716		—		—		38,325,716
Total Investments in Securities	$	329,534,216	$	—	$	—	$	329,534,216

GuidePath^SMTactical Constrained^SMAsset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	193,795,388	$	—	$	—	$	193,795,388
Short Term Investments		4,233,190		—		—		4,233,190
Investments Purchased as Securities Lending Collateral		22,574,143		—		—		22,574,143
Total Investments in Securities	$	220,602,721	$	—	$	—	$	220,602,721

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GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	277,460,741	$	—	$	—	$	277,460,741
Short Term Investments		58,111,772		—		—		58,111,772
Investments Purchased as Securities Lending Collateral		23,559,185		—		—		23,559,185
Total Investments in Securities	$	359,131,698	$	—	$	—	$	359,131,698

GuidePath^SMAbsolute Return Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	441,521,713	$	—	$	—	$	441,521,713
Short Term Investments		8,292,774		—		—		8,292,774
Investments Purchased as Securities Lending Collateral		94,128,733		—		—		94,128,733
Total Investments in Securities	$	543,943,220	$	—	$	—	$	543,943,220

GuidePath^SMMulti-Asset Income Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	112,326,025	$	—	$	—	$	112,326,025
Short Term Investments		2,332,056		—		—		2,332,056
Investments Purchased as Securities Lending Collateral		34,155,152		—		—		34,155,152
Total Investments in Securities	$	148,813,233	$	—	$	—	$	148,813,233

GuidePath^SMFixed Income Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	210,589,492	$	—	$	—	$	210,589,492
Short Term Investments		4,066,373		—		—		4,066,373
Investments Purchased as Securities Lending Collateral		30,860,329		—		—		30,860,329
Total Investments in Securities	$	245,516,194	$	—	$	—	$	245,516,194

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GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	127,041,626	$	—	$	—	$	127,041,626
Short Term Investments		2,465,179		—		—		2,465,179
Total Investments in Securities	$	129,506,805	$	—	$	—	$	129,506,805

	(b)	Subsequent Events Evaluation
		In preparing these financial statements, the Funds have evaluated events and transactions for potential recognition or disclosure resulting from subsequent events. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments other than the below.

		Effective April 23, 2014, the Advisor implemented a voluntary 0.10% waiver of its 0.65% Advisory Fee in the GuideMark^SMGlobal Real Return Fund. Due to this waiver not being contractual, the waived Advisory Fees cannot later be recouped and the Advisory Fee stated in the prospectus will not be changed.

	(c)	Repurchase Agreements
		Each Fund may enter into repurchase agreements with banks and securities dealers. These transactions involve the purchase of securities with a simultaneous commitment to sell the securities to the bank or the dealer at an agreed-upon date and price. A repurchase agreement is accounted for as an investment by the Fund, collateralized by securities, which are delivered to the Fund’s Custodian or to an agent bank under a tri-party agreement. The securities are marked-to-market daily and additional securities are acquired as needed, to ensure that their value equals or exceeds the repurchase price plus accrued interest.

	(d)	Federal Income Taxes
		The Funds intend to continue to comply with the requirements of sub-chapter M of the Internal Revenue Code necessary to qualify as regulated investment companies and to make the requisite distributions of income and capital gains to shareholders sufficient to relieve the Funds from all

		or substantially all Federal income taxes. Therefore, no Federal income tax provision is required.

		The Funds have adopted financial reporting rules regarding recognition and measurement of tax positions taken or expected to be taken on a tax return. The Funds have reviewed all open tax years and major jurisdictions and concluded that no provision for income tax is required in the Funds’ financial statements. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the fiscal year ended March 31, 2014, the Funds did not incur any interest or penalties. The Funds’ Federal and state income and Federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue. The Funds are not subject to examination for tax years prior to 2010.

	(e)	Use of Estimates
		The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

	(f)	Indemnifications
		Under each Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of their performance of their duties to the Funds. In addition, in the normal course of

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March 31, 2014

		business, the Funds enter into contracts that contain a variety of representations and warranties that provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds expect the risk of loss to be remote.

	(g)	Expenses
		Many expenses of the Funds can be directly attributed to a specific Fund. Additionally, some expenses can be directly attributed to a specific Trust, in which case the expense is apportioned among the Funds within that Trust based on relative net assets. Expenses that cannot be directly attributed to a specific Fund or Trust are apportioned among all the Funds based on relative net assets.

	(h)	Organization and Offering Costs
		Organization costs consist of costs incurred to establish a Trust and enable it legally to do business. The Fund expenses organizational costs as incurred. These expenses were advanced by the Advisor, and the Advisor has agreed to reimburse the Funds for these expenses, subject to potential recovery (see Note 3). Offering costs are accounted for as deferred costs until operations begin. Offering costs include legal fees regarding the preparation of the initial registration statement. Offering costs are then amortized to expense over twelve months on a straight-line basis.

	(i)	Security Transactions and Income Recognition
		Security transactions are accounted for on trade date. Dividend income is recognized on the ex-dividend date, and the interest income recorded using the effective yield method is accrued daily. Realized gains and losses on investment transactions are determined using the high cost method. Return of capital distributions received from REIT securities are recorded as an adjustment to the cost of the security and thus may impact unrealized or realized gains or losses on the security. Gains and losses from paydowns on mortgage and asset backed securities are recorded as adjustments to interest income. Distributions from

		underlying investment companies are classified as investment income or realized gains based on the U.S. income tax characteristics of the distribution.

	(j)	Distributions to Shareholders
		The Funds, with the exception of the Core Fixed Income Fund, Tax-Exempt Fixed Income Fund, Opportunistic Fixed Income Fund, Multi-Asset Income Asset Allocation Fund, and Fixed Income Allocation Fund will distribute any net investment income at least annually. The Core Fixed Income Fund, Tax-Exempt Fixed Income Fund, Opportunistic Fixed Income Fund, Multi-Asset Income Asset Allocation Fund, and Fixed Income Allocation Fund will distribute any net investment income quarterly. All of the Funds will distribute any net realized long or short-term capital gains at least annually. Certain Funds also utilize earnings and profits distributed to shareholders on redemptions of shares as part of the dividends paid deduction. Distributions to shareholders are recorded on the ex-dividend date. The Funds may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements.

	(k)	Derivatives
		Each Fund may invest in derivative securities including call and put options, futures, forward currency contracts and swaps. These instruments may be used by a Fund for hedging purposes as well as direct investment.

		Forward Currency Contracts
		The Funds may enter into forward currency contracts, obligating the Funds to deliver and receive currency at a specified future date. Transactions involving forward currency contracts may serve as long hedges (for example, if a Fund seeks to buy a security denominated in a foreign security, it may purchase a forward currency contract to lock in the U.S. dollar price of the security) or as short hedges (if a Fund anticipates selling a security denominated in a foreign currency, it may sell a forward currency contract to lock in the U.S. dollar equivalent of the anticipated sales proceeds). Forward contracts are valued daily

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	and unrealized appreciation or depreciation is recorded daily as the difference between the contract exchange rate and the closing forward rate applied to the face amount of the contract.

	Options
	Exchange-traded options are valued at the last reported sale price on the exchange on which the security underlying the option is principally traded. If no sales are reported on a particular day for exchange-traded options, or the options are not exchange-traded, the options are valued at the mean between the most recent quoted bid and asked quotations at the close of the exchange.

	The premium that a Fund pays when purchasing a call option or receives when writing a call option will reflect, among other things, the market price of the security, the relationship of the exercise price to the market price of the security, the relationship of the exercise price to the volatility of the security, the length of the option period and supply and demand factors. The premium is the value of an option at the date of purchase. A purchaser (holder) of a put option pays a non-refundable premium to the seller (writer) of a put option to obtain the right to sell a specified amount of a security at a fixed price (the exercise price) during a specified period (exercise period). Conversely, the seller (writer) of a put option, upon payment by the holder of the premium, has the obligation to buy the security from the holder of the put option at the exercise price during the exercise period.

	Futures
	Each Fund has the ability to buy and sell stock index futures contracts traded on domestic stock exchanges to hedge the value of its portfolio against changes in market conditions. A stock index futures contract is an agreement between two parties to take or make delivery of an amount of cash equal to a specified dollar amount, times the difference between stock index value at the close of the last trading day of the contract and the price at which the futures contract is originally struck. A stock index futures contract does not involve the physical delivery of the

	underlying stocks in the index. Although stock index futures contracts call for the actual taking of delivery of cash, in most cases a Fund expects to liquidate its stock index futures positions through offsetting transactions, which may result in a gain or loss, before cash settlement is required.

	The World ex-US Fund, Core Fixed Income Fund and each of the GPS Funds II portfolios may purchase or sell other types of futures contracts, including those based on particular interest rates, securities, foreign currencies, securities indices and other financial instruments and indices. The Core Fixed Income Fund and each of the GPS Funds II portfolios may also purchase and write call and put options on such future contracts, in order to seek to increase total return or to hedge against changes in interest rates, securities prices, or currency exchange rates, or, to the extent permitted by its investment policies, to otherwise manage its portfolio of investments.

	Futures contracts are valued at the daily quoted settlement prices.

	Swaps
	The Core Fixed Income Fund and each of the GPS Funds II portfolios may enter into interest rate, mortgage, credit, currency and total return swaps, interest rate caps, floors and collars. The Core Fixed Income Fund and each of the GPS Funds II portfolios may also purchase and write (sell) options contracts on swaps, referred to as “swaptions”. The Funds may enter into swap transactions for hedging purposes or to seek to increase total return. Since interest rate, mortgage, credit and currency swaps and interest rate caps, floors and collars are individually negotiated, the Funds expect to achieve an acceptable degree of correlation between their portfolio investments and their swap, cap, floor and collar positions.

	Swap agreements are valued using the daily mean and unrealized appreciation or depreciation is recorded daily as the difference between the prior day and current day closing price.

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Derivative Instruments and Hedging Activities

Each Trust has adopted derivative instruments disclosure standards, in order to enable the investor to understand how and why an entity used derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position.

GuideMark^SMWorld ex-US Fund

During the year the Fund utilized exchange traded equity index futures in order to equitize cash. At year end the portfolio had approximately 4.1% invested in these instruments.

Balance Sheet — Values of Derivative Instruments as of March 31, 2014

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Value

Balance Sheet Location

Value

Equity Contracts — Futures*

Unrealized appreciation on
futures contracts

$351,087

Unrealized depreciation on
futures contracts

$1,537

Total

$351,087

$1,537

*	Includes cumulative appreciation/depreciation as reported on the Schedule of Investments.

Amount of Realized Loss on Derivatives Recognized in Income
		Futures Contracts
Equity Contracts		$(165,695)
Total		$(165,695)

Change in Unrealized Appreciation on Derivatives Recognized in Income
		Futures Contracts
Equity Contracts		$349,550
Total		$349,550

GuideMark^SMOpportunistic Fixed Income Fund

The Fund invested in derivatives in order to manage risk or gain exposure to various other investments or markets. Derivatives may contain various risks, including the potential inability of the counterparty to fulfill their obligations under the terms of the contract, the potential for an illiquid secondary market, and the potential for market movements which may expose the Fund to gains or losses.

The Fund seeks to maximize real returns through exposure to investments in fixed income securities, equity securities, and currency instruments. The Fund expects that its exposure to these asset classes will often be obtained substantially through the use of swap agreements. The Fund entered into swap agreements to manage and/or gain exposures to credit risk. The Fund entered into financial futures contracts primarily to manage interest rate risk. The Fund entered into forward exchange contracts primarily to manage and/or gain exposure to certain foreign currencies.

The Fund used currency forwards during the period for the purpose of hedging exposures within the Fund to non-dollar-denominated assets. In general, the use of currency derivative contracts for hedging may reduce the overall risk level of the

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March 31, 2014

Fund, albeit at a cost that may lower overall performance. In general, the use of currency derivatives for hedging purposes will not lead to leverage within the Fund.

Balance Sheet — Values of Derivative Instruments as of March 31, 2014

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Value

Balance Sheet Location

Value

Credit Contracts — Swaps

Appreciation on Swap

Depreciation on Swap

Agreements

2,637

Agreements

151,024

Interest Rate Contracts — Swaps

Appreciation on Swap

Depreciation on Swap

Agreements

—

Agreements

407,758

Foreign Exchange Contracts —

Appreciation of forward

Depreciation of forward

Forward Currency Contracts

currency contracts

1,469,277

currency contracts

2,305,923

Foreign Exchange Contracts — Options

Investments at Value

24,366

Options written, at Value

—

Equity Contracts — Futures*

Unrealized appreciation on

Unrealized depreciation on

futures contracts

—

futures contracts

14,506

Interest Rate Contracts — Futures*

Unrealized appreciation on

Unrealized depreciation on

futures contracts

1,387

futures contracts

7,819

Total

1,497,667

2,887,030

*	Includes cumulative appreciation/depreciation as reported on the Schedule of Investments.

The Effect of Derivative Instruments on the Statement of Operations for the Year Ended March 31, 2014

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income

	Futures			Forward Currency		Purchased
	Contracts			Contracts		Options*			Swaps			Total
Interest Rate Contracts	$	(64,195	)	$	—	$	—		$	(177,550	)	$	(241,745	)
Foreign Exchange Contracts		—			2,882,982		(16,830	)		—			2,866,152
Equity Contracts		(983,011	)		—		(14,675	)		—			(997,686	)
Credit Contracts		—			—		—			(1,123,211	)		(1,123,211	)
Total	$	(1,047,206	)	$	2,882,982	$	(31,505	)	$	(1,300,761	)	$	503,510

*	Included in net realized gain (loss) on investments as reported on the Statement of Operations.

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March 31, 2014

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income

			Forward Currency			Purchased
	Futures		Contracts			Options*		Swaps			Total
Interest Rate Contracts	$	82,717	$	—		$	—	$	(407,758	)	$	(325,041	)
Foreign Exchange Contracts		—		(4,689,733	)		24,366		—			(4,665,367	)
Equity Contracts		26,848		—			—		—			26,848
Credit Contracts		—		—			—		(81,447	)		(81,447	)
Total	$	109,565	$	(4,689,733	)	$	24,366	$	(489,205	)	$	(5,045,007	)

* Included in net change in unrealized appreciation (depreciation) on investments as reported on the Statement of Operations.

The average monthly value of purchased and written options during the year ended March 31, 2014 were as follows:

	GuideMark^SM		GuideMark^SM
	World		Opportunistic
	ex-US		Fixed Income
	Fund		Fund
Purchased Options	$	—	$	6,173
Written Options	$	—	$	—

The average monthly notional amount of futures, forwards, and swaps during the year ended March 31, 2014 were as follows:

	GuideMark^SM		GuideMark^SM
	World		Opportunistic
	ex-US		Fixed Income
Long Positions	Fund		Fund
Futures	$	4,880,668	$	442,009
Forwards	$	—	$	67,182,920
Swaps	$	—	$	18,579,615

	GuideMark^SM		GuideMark^SM
	World		Opportunistic
	ex-US		Fixed Income
Short Positions	Fund		Fund
Futures	$	—	$	(13,070,407	)
Forwards	$	—	$	(45,415,245	)

	GuideMark^SM		GuideMark^SM
	World		Opportunistic
	ex-US		Fixed Income
Cross	Fund		Fund
Forwards	$	—	$	18,686,366

Derivative Risks

The risks of using the various types of derivatives in which the Funds may engage include: the risk that movements in the value of the derivative may not fully offset or complement instruments currently held in the Fund in the manner intended by the Advisor or sub-advisor; the risk that the counterparty to a derivative contract may fail to comply with its obligations to the Fund; the risk that there may not be a liquid secondary market for the derivative at a time when the Fund would look to disengage the position; the risk that additional capital from the Fund may be called upon to fulfill the conditions of the derivative contract; the risk that the use of derivatives in the Fund may induce leverage in the Fund, and the risk that the cost of the derivative contracts may reduce the overall returns experienced by the Fund.

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March 31, 2014

Offsetting Assets and Liabilities

GuideMark^SMWorld ex-US Fund

The Fund is subject to various Master Netting Arrangements, which govern the terms of certain transactions with select counterparties. The Master Netting Arrangements allow the Fund to close out and net its total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. The Master Netting Arrangements also specify collateral posting arrangements at pre-arranged exposure levels. Under the Master Netting Arrangements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant Master Netting Arrangement with a counterparty in a given account exceeds a specified threshold depending on the counterparty and the type of Master Netting Arrangement.

The table below, as of March 31, 2014, discloses both gross information and net information about instruments and transactions eligible for offset in the Statements of Assets and Liabilities’ and instruments and transactions that are subject to an agreement similar to a master netting agreement as well as amounts related to collateral held at clearing brokers and counterparties.

Gross Amounts not offset in the

Assets

Statement of Assets and Liabilities

Gross Amounts

Net Amounts

Offset in the

Presented in the

Gross Amounts

Statement of

of Recognized

Assets and

Financial

Collateral

Assets

Liabilities

Instruments

Received

Net Amount

Description / Counterparty

Futures

Goldman Sachs

351,087

(1,537

)

349,550

—

349,550

Gross Amounts not offset in the

Liabilities

Statement of Assets and Liabilities

Gross Amounts

Net Amounts

Offset in the

Presented in the

Gross Amounts

Statement of

of Recognized

Assets and

Financial

Collateral

Liabilities

Instruments

Pledged

Net Amount

Description / Counterparty

Futures

Goldman Sachs

1,537

(1,537

)

—

GuideMark^SMOpportunistic Fixed Income Fund

The Fund attempts to reduce its exposure to counterparty credit risk on over-the counter (“OTC”) derivatives, whenever possible, by entering into International Swaps and Derivatives Association, Inc. (“ISDA”) agreements with certain counterparties. These agreements typically contain various provisions, including but not limited to, collateral requirements and master netting provisions in the event of a default or other termination event. Collateral is posted by the Fund or the counterparty to the extent of the net mark-to-market exposure to the other party of all open contracts under the agreement, subject to minimum transfer requirements. The Fund is required to deposit financial collateral in the form of cash and/or securities at the clearing brokers and counterparties to continually meet the original and maintenance requirement established by the clearing brokers and counterparties. Master netting provisions allow the Fund and the counterparty, in the event of a default or other termination event, to offset amounts owed by each related to derivative contracts, including any posted collateral, to one net amount payable by either the Fund or the counterparty. The Fund’s ISDA agreements typically contain provisions that allow a counterparty to

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March 31, 2014

terminate open contracts early if the net asset value of a Fund declines beyond a certain threshold. For financial reporting purposes, the Funds do not offset derivative assets and liabilities, and any related collateral received or pledged, on the Statements of Assets and Liabilities.

						Gross Amounts not offset in the
Assets						Statement of Assets and Liabilities
			Gross Amounts			Net Amounts
			Offset in the			Presented in the
	Gross Amounts		Statement of			Statement of
	of Recognized		Assets and			Assets and		Financial			Collateral
	Assets		Liabilities			Liabilities		Instruments			Received		Net Amount
Description / Counterparty

Forward Currency Contracts
Barclays	$	88,823	$	—		$	88,823	$	(88,823	)	$	—	$	—
Citibank		124,680		—			124,680		(15,519	)		—		109,161
Citigroup		24,316		—			24,316		(24,316	)		—		—
Credit Suisse		47,956		—			47,956		(47,956	)		—		—
Deutsche Bank		886,060		—			886,060		(886,060	)		—		—
Goldman Sachs		1,651		—			1,651		(1,651	)		—		—
HSBC		170,751		—			170,751		(27,071	)		—		143,680
JP Morgan Chase		282,539		—			282,539		(54,532	)		—		228,007
Morgan Stanley		—		—			—		—			—		—
UBS		—		—			—		—			—		—
Futures
JP Morgan Chase		1,387		(1,387	)		—		—			—		—
Swaps
Credit Suisse		—		—			—		—			—		—
Deutsche Bank		2,637		—			2,637		—			—		2,637
JP Morgan Chase		—		—			—		—			—		—
Merrill Lynch		—		—			—		—			—		—
	$	1,630,800	$	(1,387	)	$	1,629,413	$	(1,145,928	)	$	—	$	483,485

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March 31, 2014

						Gross Amounts not offset in the
Liabilities						Statement of Assets and Liabilities
			Gross Amounts			Net Amounts
			Offset in the			Presented in the
	Gross Amounts		Statement of			Statement of
	of Recognized		Assets and			Assets and		Financial			Collateral
	Liabilities		Liabilities			Liabilities		Instruments			Pledged			Net Amount
Description / Counterparty
Forward Currency Contracts
Barclays	$	258,810	$	—		$	258,810	$	(88,823	)	$	(169,987	)	$	—
Citibank		15,519		—			15,519		(15,519	)		—			—
Citigroup		51,752		—			51,752		(24,316	)		(20,000	)		7,436
Credit Suisse		96,098		—			96,098		(47,956	)		—			48,142
Deutsche Bank		1,626,887		—			1,626,887		(886,060	)		—			740,827
Goldman Sachs		234,474		—			234,474		(1,651	)		(220,000	)		12,823
HSBC		27,071		—			27,071		(27,071	)		—			—
JP Morgan Chase		54,532		—			54,532		(54,532	)		—			—
Morgan Stanley		63,918		—			63,918		—			—			63,918
UBS		34,361		—			34,361		—			—			34,361
Futures
JP Morgan Chase		22,325		(1,387	)		20,938		—			(20,938	)		—
Swaps
Credit Suisse		113,458		—			113,458		—			(100,000	)		13,458
Deutsche Bank		—		—			—		—			—			—
JP Morgan Chase		407,758		—			407,758		—			(407,758	)		—
Merrill Lynch		37,566		—			37,566		—			—			37,566
	$	3,044,529	$	(1,387	)	$	3,043,142	$	(1,145,928	)	$	(938,683	)	$	958,531

In some instances, the collateral amounts disclosed in the tables were adjusted due to the requirement to limit the collateral amounts to avoid the effect of overcollateralization. Actual collateral received/pledged may be more than the amounts disclosed herein.

Due to the absence of a master netting agreement relating to the Funds’ participation in securities lending, no additional disclosures have been made on behalf of the Funds. Please reference Note 6 for collateral related to securities on loan.

	(l)	Securities Purchased or Sold on a Forward-Commitment Basis
		The Funds may enter into when-issued or other purchase or sale transactions that specify forward delivery of a financial security. In connection with this ability, the Funds may enter into mortgage “dollar rolls” in which a Fund sells securities in the current month for delivery and simultaneously contracts with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date. The party that is obligated to buy a security in the future will retain the use of their funds, and will benefit from any interest that is

		earned on those funds from the day that they enter into the forward contract until the day that they take delivery and pay for the security.

	(m)	Foreign Currency Translation
		The accounting records of the Funds are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Funds denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rate in effect on the dates of the respected transactions.

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March 31, 2014

		The Funds do not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

	(n)	Restricted and Illiquid Securities Each Fund may invest up to 15% of its net assets in securities that are illiquid, which includes securities with legal or contractual restrictions on their disposition, and securities for which there are no readily available market quotations. The Advisor, with the assistance of the sub-advisors and/or pricing services, will determine the value of such securities in good faith pursuant to procedures adopted by the applicable Board of Trustees. Illiquid securities present the risks that a Fund may have difficulty valuing these holdings and/or may be unable to sell these holdings at the time or price desired. There are no restrictions on each Fund’s ability to invest in restricted securities (that is, securities that are not registered pursuant to the Securities Act of 1933), except to the extent such securities may be considered illiquid. Securities issued pursuant to Rule 144A of the Securities Act of 1933 will be considered liquid if determined to be so under procedures adopted by the Board of Trustees.

	(o)	Auction Rate Securities
		The Core Fixed Income Fund, Tax-Exempt Fixed Income Fund, and each of the GPS Funds II portfolios may invest in auction rate municipal securities. Auction rate securities usually permit the holder to sell the securities in an auction at par value at specified intervals. The dividend is reset by “Dutch” auction in which bids are made by broker-dealers and other institutions for a certain amount of securities at a specified minimum yield. The dividend rate set by the auction is the lowest interest or dividend rate that covers all securities offered for sale. While this process is designed to permit auction rate securities to be traded at par value, there is a risk that an auction will fail due to insufficient demand for the securities.

	(p)	Short Sales
		Although not currently part of any Fund’s principal investment strategy, each Fund has the ability to make short sales. Short sales are transactions where a Fund sells securities it does not own in anticipation of a decline in the value of the securities.

	(q)	Trustee Compensation
		Effective July 11, 2013, for the services performed as Trustees of the consolidated Board of Trustees of GPS Funds I and GPS Funds II, the Independent Trustees receive a retainer fee of $65,000 per year, $4,500 per in-person meeting attended, and $2,000 per telephonic meeting attended, as well as reimbursement for expenses incurred in connection with attendance at such meetings. The fees are allocated proportionally to each Fund within the Trusts based on total assets under management.

		The “interested persons” who serve as Trustees of the Trusts receive no compensation from the Trusts for their services as Trustees. The Funds reimburse the Advisor an allocated amount for the compensation and related expenses of certain officers of the Trusts who provide compliance services to the Funds. The aggregate amount of all such reimbursements is determined by the Trustees. No other compensation or retirement benefits are received by any Trustee or officer from the Funds.

	(r)	Pending Litigation
		The Funds are subject to claims and suits that arise from time to time in the ordinary course of business (for example, in The Tribune Company Bankruptcy, certain creditors have filed actions against all shareholders of The Tribune Company, which included the GuideMark^SMLarge Cap Value Fund, who tendered shares when the Tribune Company went private in 2007 in a leveraged buy-out transaction, seeking the return of proceeds received by the shareholders). Although management currently believes that resolving claims against us, individually or in aggregate, will not have a material adverse impact on financial position, results of operations, or cash flows, these matters are subject to

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March 31, 2014

inherent uncertainties and management’s view of these matters may change in the future.


3.	Investment Advisor

	Each Trust has an Investment Advisory Agreement (the “Agreement”) with AssetMark, Inc. (the “Advisor” or “AssetMark”), with whom certain officers and trustees of the Trust are affiliated, to furnish investment advisory services to the Funds. Under the terms of the Agreement, the Funds compensate the Advisor for its management services at the following contractual rates, based on each Fund’s average daily net assets:

Large Cap Growth Fund	0.70	%
Large Cap Value Fund	0.70	%
Small/Mid Cap Core Fund	0.75	%
World ex-US Fund	0.70	%
Opportunistic Equity Fund	0.80	%
Global Real Return Fund	0.65	%
Core Fixed Income Fund	0.50	%
Tax-Exempt Fixed Income Fund	0.50	%
Opportunistic Fixed Income Fund	0.70	%
Strategic Asset Allocation Fund	0.25	%
Tactical Constrained^SMAsset Allocation Fund	0.25	%
Tactical Unconstrained^SMAsset Allocation Fund	0.35	%
Absolute Return Asset Allocation Fund	0.35	%
Multi-Asset Income Asset Allocation Fund	0.35	%
Fixed Income Allocation Fund	0.25	%
Altegris^®Diversified Alternatives Allocation Fund	0.15	%

AssetMark also provides certain administrative services to the Service Shares of the Funds, pursuant to Administrative Services Agreements between the Funds and AssetMark, for which AssetMark receives a fee of 0.25% of the average daily net assets of the Service Shares of the Funds. The GuidePath^®Altegris^®Diversified Alternatives Allocation Fund and the Advisor have entered into a Fee Waiver Agreement under which the Adviser has agreed to waive, through July 31, 2015, the Investment Advisory Fee and Administrative Services Fee. These waived fees are not subject to recovery. The administrative services may include development and maintenance of a web-based software platform for both investment advisers and shareholders;

	creation of a customized full-color client quarterly performance review for each individual client; facilitating the initiation and setup of new account and related asset transfers; reviewing and following up on custodial paperwork; attending to shareholder correspondence, requests and inquiries, and other communications with shareholders and their representatives; assisting with the processing of purchases and redemptions of shares; and monitoring and overseeing non-advisory relationships with entities providing services to the Service Shares; including the transfer agent and custodian.

	In addition, GPS Funds I and the Advisor have also entered into a Fee Waiver Agreement designed to provide Fund shareholders with the economic benefits of economies of scale that may be realized as Fund assets increase. Under the Fee Waiver Agreement, the Advisor has contractually agreed to waive 0.025% of each Fund’s annual advisory fee on assets in GPS Funds I collectively in excess of $6 billion, and an additional 0.025% of each Fund’s annual advisory fee on assets in GPS Funds I collectively in excess of $12 billion.

	Each Fund and the Advisor have also entered into an Expense Waiver and Reimbursement Agreement under which the Advisor has agreed to waive, through July 31, 2015, its management fee and/or reimburse each Fund’s other expenses to the extent necessary to ensure that the Fund’s net annual operating expenses (excluding Distribution (12b-1) Fees, Administrative Service Fees, taxes, interest, trading costs, acquired fund expenses, expenses paid with securities lending expense offset credits and non-routine expenses) do not exceed the following rates, based on each Fund’s average daily net assets:

Large Cap Growth Fund	0.99	%
Large Cap Value Fund	0.99	%
Small/Mid Cap Core Fund	1.09	%
World ex-US Fund	1.09	%
Opportunistic Equity Fund	1.10	%
Global Real Return Fund	1.05	%
Core Fixed Income Fund	0.79	%
Tax-Exempt Fixed Income Fund	0.79	%
Opportunistic Fixed Income Fund	1.05	%
Strategic Asset Allocation Fund	0.50	%

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March 31, 2014

Tactical Constrained^SMAsset Allocation Fund	0.50	%
Tactical Unconstrained^SMAsset Allocation Fund	0.60	%
Absolute Return Asset Allocation Fund	0.60	%
Multi-Asset Income Asset Allocation Fund	0.60	%

	Fixed Income Allocation Fund		0.55	%
	Altegris^®Diversified Alternatives Allocation Fund		0.50	%

	Any such contractual waiver or reimbursement is subject to later adjustment to allow the Advisor to recoup amounts waived or reimbursed to the extent actual fees and expenses for a fiscal period are less than each Fund’s expense limitation cap at the time of the waiver, provided, however, that the Advisor shall only be entitled to recoup such amounts for a period of three years after the end of the fiscal year in which the fee or expense was waived or reimbursed. As of March 31, 2014, Large Cap Value Fund, Opportunistic Equity Fund, Global Real Return Fund, Absolute Return Asset Allocation Fund, Multi-Asset Income Asset Allocation Fund, Fixed Income Allocation Fund and Altegris® Diversified Alternatives Allocation Fund have recouped all potential recoverable waivers or reimbursed expenses.

	The Advisor is currently waiving fees and, in some cases, reimbursing expenses in the Funds listed below in order to keep these Funds at their expense cap. Waived expenses subject to potential recovery are as follows:

	Year of Expiration 03/31/2015		Year of Expiration 03/31/2016		Year of Expiration 03/31/2017
Large Cap Growth		—		17,372		6,342
Small/Mid Cap Core Fund		46,007		15,486		2,363
World ex-US Fund		110,509		141,168		64,077
Core Fixed Income Fund		—		—		26,743
Tax-Exempt Fixed Income Fund		26,492		53,717		66,988
Opportunistic Fixed Income Fund		189,540		100,926		77,167
Strategic Asset Allocation Fund		30,022		26,716		—
Tactical Constrained^SMAsset Allocation Fund		64,692		33,542		7,034
Tactical Unconstrained^SMAsset Allocation Fund		—		—		12,143

	Sub-advisory services are provided to certain of the Funds, pursuant to agreements between the Advisor and various sub-advisors. Under the terms of these sub-advisory agreements, the Advisor compensates each sub-advisor based on the portion of each Fund’s average daily net assets that is allocated to the sub-advisor.

4.	Distribution Plan

Each Trust, on behalf of the Service Shares class of its Funds, has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”), which provides for each Fund to pay distribution fees at an annual rate of 0.25% of the average daily net assets of the Funds. Payments under the 12b-1 Plan shall be used to compensate persons (including affiliates of the Trust) who provide support services in connection with the distribution of the Funds’ Service Shares class and servicing of the Funds’ Service Shares class

shareholders. For example, these amounts are paid to financial intermediaries that perform back office shareholder servicing and recordkeeping services that facilitate the operation of the AssetMark Program through which the Funds are primarily distributed. The Advisor (and its affiliates) similarly receive portions of such payments for their services provided to facilitate the operation of the program. These financial intermediaries and affiliates of the Trust also receive payments from the Trust outside of the 12b-1 Plan for shareholder services that are unrelated to distribution services. Capital Brokerage Corp. serves as principal underwriter and distributor for the Funds. The Advisor is currently setting up an affiliated limited-purpose broker/dealer to serve as the principal underwriter and distributor for the Funds and plans to complete the process by December 31, 2014.

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March 31, 2014

5.	Service and Custody Agreements

	The Funds have entered into Service Agreements with U.S. Bancorp Fund Services, LLC (“USBFS”) and a Custody Agreement with U.S. Bank, N.A., an affiliate of USBFS. Under these agreements, USBFS and U.S. Bank, N.A. provide certain transfer agency, administrative, accounting and custody services.

	Additionally, the Opportunistic Fixed Income Fund has entered into a Custody Agreement with the Bank of New York Mellon for certain custody services.

6.	Securities Lending

	The Trusts, on behalf of certain of the Funds, entered into securities lending arrangements with U.S. Bank, N.A. (the “Custodian”). Under the term of the agreement, the Custodian is authorized to loan securities on behalf of the Funds to approved brokers. In exchange, under normal market conditions, the Funds receive cash collateral in the amount of at least 102% of the value of securities loaned for U.S. securities, and 105% of the value of securities loaned with respect to foreign securities. The cash collateral is invested in short term instruments as noted in the Schedule of Investments. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of

	income or value if the borrower fails to return the borrowed securities. In addition, the Funds bear the risk of loss associated with the investment of cash collateral received. After predetermined rebates to brokers, a percentage of the net securities lending revenue is credited to the Funds to be used as an offset against custody costs and other charges incurred by the Funds. The Custodian is paid a fee for administering a securities lending program for the Funds, equal to the remaining percentage of the net securities lending revenues generated under the agreement.

	As of March 31, 2014, the Funds (excluding the Tax-Exempt Fixed Income Fund, Opportunistic Fixed Income Fund and Altegris^®Diversified Alternatives Allocation Fund) had loaned securities that were collateralized by cash. The cash collateral received was invested in securities as listed in each Fund’s Schedule of Investments. Income earned from these investments is allocated to each Fund based on each Fund’s portion of total cash collateral received. Securities lending income is disclosed in each Fund’s Statement of Operations as a securities lending credit.

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March 31, 2014

As of March 31, 2014, the values of securities loaned and collateral received were as follows:

	Value of Securities Loaned		Payable for Collateral on Securities Loaned		Collateral Excess (Deficit) due to (from) Securities Lending Agent			Cost of Securities Purchased as Securities Lending Collateral		Unrealized Depreciation			Value of Securities Purchased as Securities Lending Collateral
Large Cap Growth Fund	$	8,181,940	$	8,219,156	$	6,087		$	8,222,427	$	(16,900	)	$	8,205,527
Large Cap Value Fund		11,796,113		12,146,872		2,148			12,145,803		(19,337	)		12,126,466
Small/Mid Cap Core Fund		7,358,422		7,516,857		(6,803	)		7,509,175		(5,260	)		7,503,915
World ex-US Fund		2,083,130		2,217,000		1,698			2,217,933		(4,607	)		2,213,326
Opportunistic Equity Fund		8,795,468		8,998,359		—			8,998,359		—			8,998,359
Global Real Return Fund		28,433,508		28,902,100		—			28,902,100		—			28,902,100
Core Fixed Income Fund		4,481,147		4,594,030		(3,130	)		4,590,224		(4,064	)		4,586,160
Strategic Asset Allocation Fund		37,776,866		38,325,716		—			38,325,716		—			38,325,716
Tactical Constrained^SMAsset Allocation Fund		22,099,590		22,574,143		—			22,574,143		—			22,574,143
Tactical Unconstrained^SMAsset Allocation Fund		23,129,805		23,559,185		—			23,559,185		—			23,559,185
Absolute Return Asset Allocation Fund		91,330,450		94,128,733		—			94,128,733		—			94,128,733
Multi-Asset Income Asset Allocation Fund		33,251,218		34,155,152		—			34,155,152		—			34,155,152
Fixed Income Allocation Fund		29,891,467		30,860,329		—			30,860,329		—			30,860,329
	$	308,609,124	$	316,197,632	$	—		$	316,189,279	$	(50,168	)	$	316,139,111

182

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

7.	Investment Transactions

	The aggregate purchases and sales of securities, excluding short-term investments, for the year ended March 31, 2014 are summarized below.

	Purchases		Sales
Large Cap Growth Fund	$	99,979,826	$	133,856,873
Large Cap Value Fund		56,573,165		97,197,133
Small/Mid Cap Core Fund		188,519,412		212,130,164
World ex-US Fund		281,411,655		244,612,005
Opportunistic Equity Fund		81,082,916		133,127,760
Global Real Return Fund		28,461,466		31,831,745
Core Fixed Income Fund*		396,159,918		470,932,303
Tax-Exempt Fixed Income Fund		22,349,504		31,157,719
Opportunistic Fixed Income Fund		138,054,629		173,402,653
Strategic Asset Allocation Fund		87,481,259		77,427,584
Tactical Constrained^SMAsset Allocation Fund		156,382,346		205,047,929
Tactical Unconstrained^SM Asset Allocation Fund		762,942,157		810,242,932
Absolute Return Asset Allocation Fund		632,472,908		681,192,754
Multi-Asset Income Asset Allocation Fund		131,082,894		91,752,625
Fixed Income Allocation Fund		145,157,451		149,883,877
Altegris^®Diversified Alternatives Allocation Fund		62,378,772		91,334,308

*	Included in these amounts were $175,427,560 of purchases and $205,876,379 of sales of U.S. Government Securities.

183

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

8.	Transactions with Affiliates

The Funds’ transactions with affiliates represent holdings for which the respective Fund and the underlying investee fund have the same investment advisor or where the investee fund’s investment advisor is under common control with the Fund’s investment advisor.

The GuidePath^SMFunds had the following transactions during the year ended March 31, 2014, with affiliates:

	Share Activity								Year Ended March 31, 2014
Security Name	Balance March 31, 2013		Purchases		Sales		Balance March 31, 2014		Fair Value		Dividends Credited to Income		Amount of Gain (Loss) realized on Sale of Shares
Strategic Asset Allocation Fund
Altegris^®Macro Strategy Fund - Institutional Shares		658,931		318,769		624,755		352,945	$	2,834,151	$	—	$	(424,039	)
Altegris^®Multi-Strategy Alternatives Fund - Institutional Shares		—		586,707		2,053		584,654		5,793,917		—		(262	)
GuideMark^SMGlobal Real Return Fund - Institutional Shares		1,244,155		519,831		331,557		1,432,429		13,207,000		147,042		(147,008	)
GuideMark^SMLarge Cap Growth Fund - Institutional Shares		1,657,702		288,397		561,145		1,384,954		18,932,316		110,752		417,028
GuideMark^SMLarge Cap Value Fund - Institutional Shares		2,215,495		399,992		750,822		1,864,665		21,872,519		318,936		666,856
GuideMark^SMOpportunistic Equity Fund - Institutional Shares		1,715,833		277,494		905,836		1,087,491		14,670,253		119,006		1,795,349
GuideMark^SMSmall/Mid Cap Core Fund - Institutional Shares		1,660,595		268,996		611,587		1,318,004		22,102,933		10,001		1,004,554
GuideMark^SMWorld ex-US Fund - Institutional Shares		4,651,171		2,431,821		949,936		6,133,056		54,829,523		509,565		265,999
									$	154,242,612	$	1,215,302	$	3,578,477
Tactical Constrained^SMAsset Allocation Fund
GuideMark^SMCore Fixed Income Fund - Institutional Shares		2,527,212		2,366,397		3,141,322		1,752,287	$	16,418,929	$	470,210	$	(703,674	)
GuideMark^SMLarge Cap Growth Fund - Institutional Shares		1,380,568		383,206		812,631		951,143		13,002,131		99,443		1,304,322
GuideMark^SMLarge Cap Value Fund - Institutional Shares		1,627,466		485,633		975,124		1,137,975		13,348,445		254,999		1,497,196
GuideMark^SMOpportunistic Equity Fund - Institutional Shares		2,139,399		357,122		946,139		1,550,382		20,914,647		230,026		2,930,242

184

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

	Share Activity								Year Ended March 31, 2014
Security Name	Balance March 31, 2013		Purchases		Sales		Balance March 31, 2014			Fair Value		Dividends Credited to Income		Amount of Gain (Loss) realized on Sale of Shares
Tactical Constrained^SMAsset Allocation Fund (continued)
GuideMark^SMOpportunistic
Fixed Income Fund -
Institutional Shares		1,337,971		439,780		652,719		1,125,032		$	11,182,821	$	398,656	$	(183,011	)
GuideMark^SMSmall/Mid Cap
Core Fund - Institutional
Shares		625,965		891,155		615,019		902,101			15,128,230		9,637		52,187
GuideMark^SMWorld ex-US
Fund - Institutional Shares		4,766,673		2,212,430		2,513,929		4,465,174			39,918,653		525,864		(298,519	)
										$	129,913,856	$	1,988,835	$	4,598,743
Tactical Unconstrained^SMAsset Allocation Fund
GuideMark^SMCore Fixed
Income Fund - Institutional
Shares		156,438		1,349,044		500,325		1,005,157		$	9,418,323	$	109,010	$	44,048
GuideMark^SMLarge Cap
Growth Fund - Institutional
Shares		977,647		344,091		378,003		943,735			12,900,856		81,762		345,903
GuideMark^SMLarge Cap Value
Fund - Institutional Shares		2,219,422		641,759		1,029,667		1,831,514			21,483,661		341,030		1,262,587
GuideMark^SMOpportunistic
Equity Fund - Institutional
Shares		2,106,155		651,790		956,408		1,801,537			24,302,733		205,793		2,801,569
GuideMark^SMOpportunistic
Fixed Income Fund -
Institutional Shares		1,353,926		1,115,718		467,286		2,002,358			19,903,443		438,072		(139,551	)
GuideMark^SMSmall/Mid Cap
Core Fund - Institutional
Shares		997,005		231,675		783,918		444,762			7,458,665		3,472		3,024,139
GuideMark^SMWorld ex-US
Fund - Institutional Shares		888,234		2,838,006		409,691		3,316,549			29,649,951		193,831		(22,000	)
										$	125,117,632	$	1,372,970	$	7,316,695
Absolute Return Asset Allocation Fund
GuideMark^SMCore Fixed
Income Fund - Institutional
Shares		5,060,797		4,778,613		8,343,490		1,495,920		$	14,016,770	$	494,478	$	(1,202,656	)
GuideMark^SMLarge Cap Value
Fund - Institutional Shares		347,581		373,412		267,929		453,064			5,314,443		86,151		130,408
GuideMark^SMOpportunistic
Fixed Income Fund -
Institutional Shares		3,862,066		602,628		3,774,249		690,445			6,863,025		956,803		594,411
GuideMark^SMWorld ex-US
Fund - Institutional Shares		—		713,953		201,543		512,410			4,580,945		49,118		55,920
										$	30,775,183	$	1,586,550	$	(421,917	)

185

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

	Share Activity								Year Ended March 31, 2014
Security Name	Balance March 31, 2013		Purchases		Sales		Balance March 31, 2014		Fair Value		Dividends Credited to Income		Amount of Gain (Loss) realized on Sale of Shares
Multi-Asset Income Asset Allocation Fund
GuideMark^SMCore Fixed
Income Fund - Institutional
Shares		252,360		90,750		343,110		—	$	—	$	17,859	$	(147,842	)
GuideMark^SMOpportunistic
Fixed Income Fund -
Institutional Shares		—		49,809		49,809		—		—		12,354		(26,043	)
GuideMark^SMWorld ex-US
Fund - Institutional Shares		259,325		130,152		217,070		172,407		1,541,323		18,623		82,973
									$	1,541,323	$	48,836	$	(90,912	)
Fixed Income Allocation Fund
GuideMark^SMCore Fixed
Income Fund - Institutional
Shares		5,630,992		2,214,198		2,630,377		5,214,813	$	48,862,801	$	1,033,570	$	(1,073,395	)
GuideMark^SMOpportunistic
Fixed Income Fund -
Institutional Shares		1,599,071		1,874,246		753,199		2,720,118		27,037,975		672,074		(308,291	)
									$	75,900,776	$	1,705,644	$	(1,381,686	)
Altegris^®Diversified Alternatives Allocation Fund
Altegris^®Equity Long Short
Fund - Institutional Shares		6,441,197		1,059,969		2,448,889		5,052,277	$	54,362,498	$	3,539,502	$	495,495
Altegris^®Fixed Income Long
Short Fund - Institutional
Shares		1,097,163		3,695,927		1,148,809		3,644,281		38,447,164		566,742		(13,812	)
Altegris^®Futures Evolution
Strategy Fund - Institutional
Shares		1,391,288		272,004		677,734		985,558		9,658,469		177,924		(329,547	)
Altegris^®Macro Strategy Fund -
Institutional Shares		3,557,734		622,359		1,901,665		2,278,428		18,295,775		—		(2,732,593	)
Altegris^®Managed Futures
Strategy Fund - Institutional
Shares		1,449,997		303,217		1,042,260		710,954		6,277,720		—		(1,000,482	)
GuideMark^SMOpportunistic
Fixed Income Fund -
Institutional Shares		1,988,818		251,552		2,240,370		—		—		575,134		(340,949	)
									$	127,041,626	$	4,859,302	$	(3,921,888	)

186

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

9.	Option Contracts Written

	There were no written option contracts held at any time during the year ended March 31, 2014.

10.	Other Tax Information

	Net investment income and realized gains and losses for Federal income tax purposes may differ from that reported

on the financial statements because of permanent book-to-tax differences. GAAP requires that permanent differences between financial reporting and tax reporting be reclassified between various components of net assets.

These differences are primarily due to foreign currency, Passive Foreign Investment Companies, Partnerships and paydown reclassifications. On the Statement of Assets and Liabilities, the following adjustments were made:

	Accumulated Net Investment Income or (Loss)			Accumulated Realized Gain or (Loss)			Capital Stock
Large Cap Growth Fund	$	—		$	—		$	—
Large Cap Value Fund		—			—			—
Small/Mid Cap Core Fund		201,411			(23,111	)		(178,300	)
World ex-US Fund		91,568			(91,568	)		—
Opportunistic Equity Fund		(30,503	)		30,503			—
Global Real Return Fund		14,122			890			(15,012	)
Core Fixed Income Fund		6,937,848			(743,962	)		(6,193,886	)
Tax-Exempt Fixed Income Fund		—			—			—
Opportunistic Fixed Income Fund		1,665,024			(1,665,024	)		—
Strategic Asset Allocation Fund		71,381			(71,381	)		—
Tactical Constrained^SMAsset Allocation Fund		(6,997	)		6,997			—
Tactical Unconstrained^SMAsset Allocation Fund		(131,983	)		131,983			—
Absolute Return Asset Allocation Fund		(30,330	)		31,778			(1,448	)
Multi-Asset Income Asset Allocation Fund		(64	)		64			—
Fixed Income Allocation Fund		(230	)		230			—
Altegris^®Diversified Alternatives Allocation Fund		(20	)		20			—

187

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

The Funds intend to utilize capital loss carryforwards to offset future realized capital gains. Indefinite carryovers must be used first, resulting in a greater likelihood that pre-enactment losses may expire. Capital loss carryforwards available for Federal income tax purposes are as follows:

	Capital losses expiring:
							Indefinite*
	3/31/2017		3/31/2018		3/31/2019			Short Term			Long Term
Large Cap Growth Fund	$	—	$	39,442,053	$	—		$	—		$	—
Large Cap Value Fund		1,580,658		146,948,668		—			—			—
Small/Mid Cap Core Fund		—		—		—			—			—
World ex-US Fund		63,053,726		139,582,037		—			1,071,408			4,218,522
Opportunistic Equity Fund		—		—		—			—			—
Global Real Return Fund		—		—		—			2,481,719			4,245,143
Core Fixed Income Fund		—		—		—			2,005,368			—
Tax-Exempt Fixed Income Fund		1,973,444		2,354,785		—			120,481			—
Opportunistic Fixed Income Fund		—		—		—			2,236,131			834,567
Strategic Asset Allocation Fund		—		—		—			—			—
Tactical Constrained Asset
Allocation Fund		—		—		—			—			—
Tactical Unconstrained Asset
Allocation Fund		—		—		—			—			—
Absolute Return Asset Allocation Fund		—		—		—			(5,378,126	)		(994,929	)
Multi-Asset Income Asset Allocation Fund		—		—		—			—			—
Fixed Income Allocation Fund		—		—		—			(1,521,565	)		(643,019	)
Altegris^®Diversified Alternatives
Allocation Fund		—		—		—			—			(89,500	)

*	The Regulated Investment Company Modernization Act of 2010 (the “Act”) provides an unlimited carryforward period for newly generated capital losses and their character is retained as short-term or long-term losses.

Additionally, at March 31, 2014, the Funds deferred on a tax basis post-October losses as follows:

	Ordinary Late Year Loss*		Capital Loss
Large Cap Growth Fund	$	—	$	—
Large Cap Value Fund		—		—
Small/Mid Cap Core Fund		88,635		—
World ex-US Fund		—		—
Opportunistic Equity Fund		—		—
Global Real Return Fund		130,898		1,455,299
Core Fixed Income Fund		—		—
Tax-Exempt Fixed Income Fund		—		—
Opportunistic Fixed Income Fund		—		112,648
Strategic Asset Allocation Fund		—		—
Tactical Constrained^SMAsset Allocation Fund		—		—
Tactical Unconstrained^SMAsset Allocation Fund		—		—
Absolute Return Asset Allocation Fund		—		463,310
Multi-Asset Income Asset Allocation Fund		—		—
Fixed Income Allocation Fund		—		277,216
Altegris^®Diversified Alternatives Allocation Fund		—		3,069,800

188

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

The qualified late year ordinary loss is the excess of the sum of the specified losses attributable to the portion of the taxable year after October 31st, and the ordinary losses attributable to the portion of the taxable year after December 31st, over the sum of the specified gains attributable to the portion of the taxable year after October 31st, and other ordinary income attributable to the portion of the taxable year after December 31st.

The tax components of distributions paid during the fiscal years ended March 31, 2014 and March 31, 2013 are as follows:

	Year Ended March 31, 2014
	Ordinary		Long-Term
	Income		Capital Gain		Return of
	Distributions		Distributions		Capital
Large Cap Growth Fund	$	407,732	$	—	$	—
Large Cap Value Fund		2,355,777		—		—
Small/Mid Cap Core Fund		—		23,111		—
World ex-US Fund		3,464,000		—		—
Opportunistic Equity Fund		692,277		6,381,694		—
Global Real Return Fund		601,351		—		15,012
Core Fixed Income Fund		5,638,679		1,135,333		6,193,886
Tax-Exempt Fixed Income Fund*		1,932,202		—		—
Opportunistic Fixed Income Fund		7,025,818		323,275		—
Strategic Asset Allocation Fund		3,262,576		3,206,215		—
Tactical Constrained^SMAsset Allocation Fund		2,608,371		317,868		—
Tactical Unconstrained^SMAsset Allocation Fund		7,263,491		377,506		—
Absolute Return Asset Allocation Fund		9,127,398		—		—
Multi-Asset Income Asset Allocation Fund		3,768,827		14,033		—
Fixed Income Allocation Fund		3,801,218		396,609		—
Altegris^®Diversified Alternatives Allocation Fund		4,140,786		—		—

* Contains $1,880,729 of tax-exempt income for year ended 3/31/2014 and $2,218,936 of tax-exempt income for year ended 3/31/2013.

189

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

	Year Ended March 31, 2013
	Ordinary		Long-Term
	Income		Capital Gain		Return of
	Distributions		Distributions		Capital
Large Cap Growth Fund	$	482,854	$	—	$	—
Large Cap Value Fund		2,814,237		—		—
Small/Mid Cap Core Fund		467,565		—		—
World ex-US Fund		2,085,558		—		—
Opportunistic Equity Fund		586,285		—		—
Global Real Return Fund		826,381		—		41,822
Core Fixed Income Fund		9,154,978		2,006,092		—
Tax-Exempt Fixed Income Fund*		2,255,871		—		—
Opportunistic Fixed Income Fund		9,847,199		—		—
Strategic Asset Allocation Fund		1,640,736		—		—
Tactical Constrained^SMAsset Allocation Fund		2,351,814		—		—
Tactical Unconstrained^SMAsset Allocation Fund		3,618,847		—		—
Absolute Return Asset Allocation Fund		6,299,046		81,650		—
Multi-Asset Income Asset Allocation Fund		920,397		—		—
Fixed Income Allocation Fund		1,764,920		—		—
Altegris^®Diversified Alternatives Allocation Fund		396,152		—		—

* Contains $2,218,936 of tax-exempt income for year ended 3/31/2013 and $2,931,871 of tax-exempt income for year ended 3/31/2012.

190

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

At March 31, 2014, the components of accumulated earnings (losses) on a tax basis were as follows:

	Large Cap			Large Cap			Small/Mid			World			Opportunistic			Global
	Growth			Value			Cap Core			ex-US			Equity			Real Return
	Fund			Fund			Fund			Fund			Fund			Fund
Cost of Investments	$	138,264,657		$	148,517,455		$	80,602,753		$	319,718,742		$	112,176,880		$	108,889,026
Gross Unrealized Appreciation		55,455,188			66,412,411			5,827,683			60,588,240			30,176,452			3,930,895
Gross Unrealized Depreciation		(2,393,663	)		(3,085,494	)		(2,333,741	)		(10,614,919	)		(1,968,567	)		(6,244,079	)
Net Unrealized Appreciation/ (Depreciation)		53,061,525			63,326,917			3,493,942			49,973,321			28,207,885			(2,313,184	)
Undistributed Tax-Exempt Ordinary Income		—			—			—			—			—			—
Undistributed Ordinary Income		6,873			544,756			—			3,642,094			3,877,719			—
Undistributed Long-Term Cap Gains		—			—			3,877,650			—			8,991,216			—
Total Distributable Earnings		6,873			544,756			3,877,650			3,642,094			12,868,935			—
Other Accumulated Gains/(Losses)		(39,442,053	)		(148,529,326	)		(88,635	)		(207,915,827	)		(111,377	)		(8,345,727	)
Total Accumulated Earnings/(Losses)		13,626,345			(84,657,653	)		7,282,957			(154,300,412	)		40,965,443			(10,658,911	)

The differences between book-basis and tax-basis unrealized appreciation and depreciation is primarily attributable to the tax deferral of losses on wash sales and other temporary differences.

191

GuideMark^SMFunds & GuidePath^SMFunds

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

													Tactical			Tactical
										Strategic			Constrained^SM			Unconstrained^SM
	Core			Tax-Exempt			Opportunistic			Asset			Asset			Asset
	Fixed Income			Fixed Income			Fixed Income			Allocation			Allocation			Allocation
	Fund			Fund			Fund			Fund			Fund			Fund
Cost of Investments	$	335,865,551		$	59,384,592		$	209,181,468		$	273,158,151		$	184,479,554		$	319,147,833
Gross Unrealized Appreciation		6,154,709			3,501,558			8,192,162			59,353,454			38,813,715			43,576,246
Gross Unrealized Depreciation		(3,849,865	)		(324,560	)		(8,093,627	)		(2,977,389	)		(2,690,548	)		(3,592,381	)
Net Unrealized Appreciation/ (Depreciation)		2,304,844			3,176,998			98,535			56,376,065			36,123,167			39,983,865
Undistributed Tax-Exempt Ordinary Income		—			—			—			—			—			—
Undistributed Ordinary Income		—			58,795			1,611,143			367,001			46,260			—
Undistributed Long-Term Cap Gains		—			—			—			722,308			5,823,959			6,171,642
Total Distributable Earnings		—			58,795			1,611,143			1,089,309			5,870,219			6,171,642
Other Accumulated Gains/(Losses)		(2,007,310	)		(4,448,710	)		(3,786,399	)		(28,587	)		(28,587	)		(28,587	)
Total Accumulated Earnings/(Losses)		297,534			(1,212,917	)		(2,076,721	)		57,436,787			41,964,799			46,126,920

The differences between book-basis and tax-basis unrealized appreciation and depreciation is primarily attributable to the tax deferral of losses on wash sales and other temporary differences.

192

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

	Absolute									Altegris^®
	Return			Multi-Asset						Diversified
	Asset			Income Asset			Fixed Income			Alternatives
	Allocation			Allocation			Allocation			Allocation
	Fund			Fund			Fund			Fund
Cost of Investments	$	538,697,463		$	144,250,415		$	251,723,740		$	128,329,138
Gross Unrealized Appreciation		10,318,094			5,911,442			1,131,761			5,347,307
Gross Unrealized Depreciation		(5,072,337	)		(1,348,624	)		(7,339,307	)		(4,169,640	)
Net Unrealized Appreciation/ (Depreciation)		5,245,757			4,562,818			(6,207,546	)		1,177,667
Undistributed Tax-Exempt Ordinary Income		—			—			—			—
Undistributed Ordinary Income		1,211,877			430,235			221,674			25,117
Undistributed Long-Term Cap Gains		—			306,491			—			—
Total Distributable Earnings		1,211,877			736,726			221,674			25,117
Other Accumulated Gains/(Losses)		(6,864,952	)		—			(2,441,800	)		(3,159,300	)
Total Accumulated Earnings/(Losses)		(407,318	)		5,299,544			(8,427,672	)		(1,956,516	)

The differences between book-basis and tax-basis unrealized appreciation and depreciation is primarily attributable to the tax deferral of losses on wash sales and other temporary differences.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of GPS Funds I and GPS Funds II

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of GPS Funds I and GPS Funds II comprising GuideMark Large Cap Growth Fund, GuideMark Large Cap Value Fund, GuideMark Small/Mid Cap Core Fund, GuideMark World ex-US Fund, GuideMark Opportunistic Equity Fund, GuideMark Global Real Return Fund, GuideMark Core Fixed Income Fund, GuideMark Tax-Exempt Fixed Income Fund, GuideMark Opportunistic Fixed Income Fund, GuidePath Strategic Asset Allocation Fund, GuidePath Tactical Constrained Asset Allocation Fund, GuidePath Tactical Unconstrained Asset Allocation Fund, GuidePath Absolute Return Asset Allocation Fund, GuidePath Multi-Asset Income Asset Allocation Fund, GuidePath Fixed Income Allocation Fund, and GuidePath Altegris Diversified Alternatives Allocation Fund (the “Funds”) as of March 31, 2014, and the related statements of operations for the year then ended, the statements of changes in net assets for the year then ended, and the financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The statements of changes in net assets and financial highlights for the periods ended prior to March 31, 2014, were audited by other auditors whose report dated May 30, 2013, expressed an unqualified opinion on those statements and highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2014, by correspondence with the custodians and brokers, or by other appropriate auditing procedures where replies from brokers or counterparties were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds constituting GPS Funds I and GPS Funds II as of March 31, 2014, the results of their operations, the changes in their net assets, and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

COHEN FUND AUDIT SERVICES, LTD.
Cleveland, Ohio
May 29, 2014

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ADDITIONAL INFORMATION

March 31, 2014

Additional Information

1.	Section 19(a) Notice (Unaudited)
	The GuideMark^SMCore Fixed Income Fund’s (the “Fund”) previous estimate of the sources from which its distributions of $0.21757961 per share for Service Shares and $0.23071982 per share for Institutional Shares, which were paid on March 20, 2014, have been revised to reflect that $0.03499902 and $0.04813923 of such amounts represented a distribution of net investment income for Service Shares and Institutional Shares, respectively; and for each class, $0.18258059 of such amounts represented a return of capital.

	The Fund estimates that it has distributed more than the amount of earned income and net realized gains; therefore, a portion of the distribution may be a return of capital. A return of capital may occur, for example, when some or all of the shareholder’s investment in the Fund is returned to the shareholder. A return of capital does not necessarily reflect the Fund’s investment performance and should not be confused with yield or income. The amounts and sources of distributions provided are estimates and are not being provided for tax reporting purposes. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the year and may be subject to change. The Fund will send a Form 1099-DIV for the calendar year that will explain the character of the distribution for federal income tax purposes.

2.	Shareholder Notification of Federal Tax Status (Unaudited)
	The Funds designated the following percentages of dividends during the fiscal year 2014 as dividends qualifying for the dividends received deduction available to corporate shareholders and as dividends from net investment income that are qualifying income under the Jobs and Growth Tax Relief Reconciliation Act of 2003, respectively:

	Dividends received deduction % for corporate shareholders		% of dividends as qualified income
Large Cap Growth Fund	100.00	%	100.00	%
Large Cap Value Fund	100.00	%	100.00	%
Small/Mid Cap Core Fund	0.00	%	0.00	%
World ex-US Fund	0.00	%	100.00	%
Opportunistic Equity Fund	100.00	%	100.00	%
Global Real Return Fund	35.88	%	100.00	%
Core Fixed Income Fund	0.00	%	0.00	%
Tax-Exempt Fixed Income Fund	0.00	%	0.00	%
Opportunistic Fixed Income Fund	4.74	%	3.62	%
Strategic Asset Allocation Fund	29.70	%	85.41	%
Tactical ConstrainedSM Asset Allocation Fund	74.87	%	95.02	%
Tactical UnconstrainedSM Asset Allocation Fund	25.33	%	40.08	%
Absolute Return Asset Allocation Fund	6.97	%	12.80	%
Multi-Asset Income Asset Allocation Fund	6.21	%	31.43	%
Fixed Income Allocation Fund	1.10	%	0.96	%
Altegris^®Diversified Alternatives Allocation Fund	0.72	%	0.60	%

195

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ADDITIONAL INFORMATION (Continued)

March 31, 2014

3.	Foreign Tax Credit Pass Through (Unaudited)
	Pursuant to Section 853 of the Internal Revenue Code, the GuideMark^SMWorld ex-US Fund designates the following amount as foreign taxes paid for the year ended March 31, 2014. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

	Creditable Foreign Taxes Paid		Per Share Amount		Portion of Ordinary Income Distribution Derived from Foreign Sourced Income*
World ex-US Fund	$	659,347	$	0.0159	99.40%
Strategic Asset Allocation Fund		85,846		0.0034	2.91%
Tactical Constrained^SM Asset Allocation Fund		88,591		0.0051	5.37%
Tactical Unconstrained^SM Asset Allocation Fund		32,654		0.0009	0.59%
Absolute Return Asset Allocation Fund		8,275		0.0002	0.12%
Multi-Asset Income Asset Allocation Fund		3,137		0.0003	0.10%

*	The Funds listed above did not derive any income from “ineligible foreign sources” as defined under Section 901(j) of the Internal Revenue Code.

	Foreign taxes paid or withheld should be included in taxable income with an offsetting deduction from gross income or as a credit for taxes paid to foreign governments.

	Above figures may differ from those cited elsewhere in this report due to differences in the calculation of income and gains under U.S. generally accepted accounting principles (book) purposes and Internal Revenue Service (tax) purposes.

	Shareholders are strongly advised to consult their own tax advisers with respect to the tax consequences of their investments in the Funds. In January, shareholders, excluding corporate shareholders, receive an IRS 1099-DIV regarding the Federal tax status of the dividends and distributions they received in the calendar year.

196

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ADDITIONAL INFORMATION (Continued)

March 31, 2014

4.	Disclosure Regarding Fund Trustees and Officers (Unaudited)

Name, Address and Year of Birth	Position(s) Held with the Trusts	Term of Office and Length of Time Served	Principal Occupation During Past Five Years	# of Portfolios in Fund Complex Overseen by Trustee	Other Director/ Trustee Positions

GPS Funds I and GPS Funds II

Independent Trustees

David M. Dunford Year of Birth: 1949 c/o AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Independent Trustee	Indefinite Term (since 2013 for GPS Funds I and since 2011 for GPS Funds II).	Retired; formerly, Senior Vice President, Merrill Lynch Insurance Group (1989-2001).	16	Director, New England Bancorp (2006-present); Trustee, Genworth Variable Insurance Trust (“GVIT”) (2008-2012); Director, Hospice and Palliative Care of Cape Cod (2006-2011).

Paul S. Feinberg Year of Birth: 1942 c/o AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Independent Trustee	Indefinite Term (since 2013 for GPS Funds I and since 2011 for GPS Funds II).	Retired; formerly, President, CitiStreet Funds, Inc. (2000-2005); Executive Vice President and General Counsel, CitiStreet Associates LLC (insurance agency), CitiStreet Equities LLC (broker-dealer), CitiStreet Financial Services LLC (registered investment advisor) and CitiStreet Funds Management LLC (registered investment advisor) (1990-2005)	16	Trustee, GVIT (2008-2012); Trustee, Blue Fund Group (2006- 2008).

Dennis G. Schmal Year of Birth: 1947 c/o AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Independent Trustee	Indefinite Term (since 2007 for GPS Funds I and since 2013 for GPS Funds II).	Self-employed consultant (1999-present); formerly, Partner, Arthur Andersen LLP (audit services) (1972-1999).	16	Director, Sitoa Global Inc. (2011-present); Director, Wells Fargo ASGI Hedge Funds (closed-end hedge funds) (2008-present); Director/Chairman, Pacific Metrics Corp. (educational services) (2005-present); Director, Merriman Holdings, Inc. (financial services) (2003-present); Director, Grail Advisors ETF Trust (2009-2011); Director, Varian Semiconductor Equipment Associates, Inc. (2004-2011); Director, North Bay Bancorp (2006-2007).

197

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ADDITIONAL INFORMATION (Continued)

March 31, 2014

Name, Address and Year of Birth	Position(s) Held with the Trusts	Term of Office and Length of Time Served	Principal Occupation During Past Five Years	# of Portfolios in Fund Complex Overseen by Trustee	Other Director/ Trustee Positions

Interested Trustee

Carrie E. Hansen* Year of Birth: 1970 AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Interested Trustee and Chairman President	Indefinite Term since 2014 Renewed 1-Year Term since 2007	President, GPS Funds I (2007 to present) and GPS Funds II (2011 to present); President, Contra Fund (2008 to present); and President, GVIT (2008 to 2012); Executive Vice President and Chief Operations Officer, AssetMark (2008 to present); President, AssetMark Brokerage, LLC (2013 to present).	17	Director, Lamorinda Soccer Club (2011 to 2013), Chairman, AssetMark Trust Co. (2008 to present).

Name, Address and Year of Birth	Position(s) Held with the Trusts	Term of Office and Length of Time Served	Principal Occupation During Past Five Years

Officers of the Trusts**

John Koval Year of Birth: 1966 AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Chief Compliance Officer and AML Compliance Officer	Renewed 1-Year Term since January 2013	Chief Compliance Officer, GPS Funds I, GPS Funds II, and Contra Fund (2013-present); Interim Chief Compliance Officer, GPS Funds I, GPS Funds II, and Contra Fund (September 2012-January 2013); Senior Compliance Officer, AssetMark (2011-2012); Chief Operating Officer, SEAL Capital, Inc. (2009-2010); Chief Compliance Officer, Cliffwood Partners LLC (2004-2009).

Patrick R. Young Year of Birth: 1982 AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Treasurer	Renewed 1-Year Term since 2014	Treasurer, GPS Funds I, GPS Funds II and Contra Fund (May 2014-present); Manager of Fund Administration, AssetMark (May 2014-present); Senior Fund Administration Officer, AssetMark (2008-present).

Christine Villas-Chernak Year of Birth: 1968 AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Deputy Chief Compliance Officer Secretary	Since 2009 Renewed 1-Year Term since 2014	Secretary, GPS Funds I (2006 to 2013 and May 2014 to present), GPS Funds II (2011 to 2013 and May 2014 to-present), Contra Fund (2009 to 2010 and May 2014 to present) and GVIT (2008 to 2010); Deputy Chief Compliance Officer, GPS Funds I (2009 to present), GPS Funds II (2011 to present) and GVIT (2009 to 2012); Senior Compliance Officer, AssetMark (2005-2009).

*	Ms. Hansen is a Trustee who is an “interested person” of the Trust as defined in the 1940 Act because she is an officer of AssetMark or certain of its affiliates.

**	Each Officer of the Trust serves at the pleasure of the Board.

The Statement of Additional Information includes additional information about the Funds’ Trustees and is available free of charge upon request by calling the Funds toll free at (888) 278-5809.

5.	Proxy Voting Policies and Procedures and Proxy Voting Record (Unaudited)

A description of the policies and procedures that the Funds use to determine how to vote proxies related to the Funds’ portfolio securities as well as information regarding how the Funds voted proxies relating to portfolio securities during the most recent

198

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ADDITIONAL INFORMATION (Continued)

March 31, 2014

	12-month period ended June 30 is available without charge, upon request, by calling (888) 278-5809. Furthermore, you can obtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.

6.	Availability of Quarterly Portfolio Holdings Schedules (Unaudited)
	The Funds file their complete schedules of portfolio holdings with the SEC for their first and third fiscal quarters on Form N-Q. Once filed, the Funds’ Form N-Q is available without charge, upon request on the SEC’s website (http://www.sec.gov) and is available by calling (888) 278-5809. You can also obtain copies of Form N-Q by (i) visiting the SEC’s Public Reference Room in Washington, D.C. (information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330); (ii) sending your request and a duplicating fee to the SEC’s Public Reference Room, Washington, D.C. 20549-0102; or (iii) sending your request electronically to publicinfo@sec.gov.

7.	Change in Independent Registered Public Accounting Firm (Unaudited)
	KPMG LLP was previously the principal accountants for GPS Funds I and GPS Funds II. On January 17, 2014, that firm resigned and Cohen Fund Audit Services, LTD was engaged as principal accountants. The decision to change accountants was approved by the audit committee of the board of trustees.

	During the two fiscal years ended March 31, 2013, and the subsequent interim period through January 17, 2014, there were no: (1) disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events.

	The audit reports of KPMG LLP on the financial statements of GPS Funds I and GPS Funds II as of and for the years ended March 31, 2013 and March 31, 2012 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

8.	Statement Regarding the Basis for Approval of Investment Sub-Advisory Agreement (Unaudited)

	Consideration and Approval of a New Sub-Advisory Agreement with Wellington Management

	At the meeting of the Board of the Trust on December 18, 2013, the Board approved a new sub-advisory agreement (the “Wellington Sub-Advisory Agreement”) between Wellington Management Company, LLP (“Wellington Management”) and AssetMark, on behalf of the GuideMark^SMSmall/Mid Cap Core Fund.

	As noted above, the GuideMark^SMSmall/Mid Cap Core Fund is managed using a “manager-of-managers” structure that generally involves the use of one or more sub-advisors to manage allocated portions of the Fund’s portfolio. Under this structure, AssetMark is responsible for evaluating and selecting sub-advisors on an ongoing basis and making any decisions to recommend hiring, retaining, or replacing sub-advisors. The Board is engaged in monitoring this process in connection with its meetings held throughout the year and, under the manager-of-managers structure, all parties understand that sub-advisors are being monitored and evaluated, and are subject to replacement, at all times.

	The Board — including a majority of the independent Trustees — determined to approve the Wellington Sub-Advisory Agreement. The material factors considered and the conclusions that formed the basis of the Board’s approval of the agreement are described below. This summary describes the most significant, but not all, of the factors evaluated by the Board. In preparation for their meeting, the Trustees requested, received, and reviewed information relevant to their consideration of the Wellington Sub-Advisory Agreement. The Trustees also received assistance and advice regarding legal and industry standards from independent counsel to the independent Trustees. In deciding to approve the agreement, the Board did not identify any particular information or any single factor or conclusion that was controlling.

199

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

	Materials Reviewed and the Review Process

	The Trustees, including the independent Trustees, considered various materials requested by counsel on behalf of the independent Trustees related to the Wellington Sub-Advisory Agreement, including (1) a copy of the proposed form of sub-advisory agreement between Wellington Management and AssetMark, on behalf of the Fund; (2) Wellington Management’s responses to AssetMark’s due diligence questionnaire, including information on Wellington Management’s investment process; (3) Wellington Management’s Form ADV disclosures; (4) a description of AssetMark’s selection and recommendation process with respect to Wellington Management, and the reasons for such recommendation; (5) information describing the nature, quality and extent of services that Wellington Management would provide to the Fund, and the proposed sub-advisory fee payable to Wellington Management; (6) information concerning Wellington Management’s business and operations, investment team, compliance program and internal procedures, including biographical information for the investment professionals that would be responsible for the day-to-day management of Wellington Management’s allocated portion of the Fund’s portfolio; and (7) information regarding the financial condition of Wellington Management. The Trustees also considered the recommendations of AssetMark with respect to Wellington Management and the methods and resources AssetMark utilizes in its efforts to identify and engage sub-advisors for the Funds.

	Factors Considered

	In considering the Wellington Sub-Advisory Agreement, the Trustees considered the following factors, to the extent they were applicable: (1) the nature, quality and extent of the services to be provided by Wellington Management; (2) the investment performance of Wellington Management; (3) the costs of the services to be provided and profits to be realized by Wellington Management and its affiliates from the relationship with the Fund, including any “fall-out” benefits; (4) the extent to which economies of scale would be realized as the Fund grows; and (5) whether fee levels reflect those economies of scale for the benefit of Fund investors.

	The independent Trustees were assisted by independent counsel throughout the review process. The independent Trustees relied upon the advice of independent counsel and their own business judgment in determining the material factors to be considered in evaluating the Wellington Sub-Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the independent Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each independent Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the Wellington Sub-Advisory Agreement.

	Nature, Quality and Extent of Services

	The Trustees considered the nature, quality and extent of services that Wellington Management would provide to the Fund. The Trustees discussed the specific investment process to be employed by Wellington Management in managing the Fund, the qualifications of Wellington Management’s portfolio management team with regard to implementing the Fund’s investment mandate and Wellington Management’s performance record as compared to a relevant benchmark. The Trustees considered Wellington Management’s organization, personnel and operations. The Trustees also considered AssetMark’s review and selection process with respect to Wellington Management and AssetMark’s favorable assessment as to the nature and quality of the sub-advisory services expected to be provided by Wellington Management.

	Based on their consideration and review of the foregoing factors, the Trustees concluded that the nature, quality and extent of the sub-advisory services to be provided by Wellington Management, as well as Wellington Management’s ability to render such services based on its experience, organization and resources, were appropriate for the Fund in light of the Fund’s investment objective, policies and strategies.

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NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2014

	Sub-Advisory Fees

	The Trustees considered the compensation to be paid to Wellington Management by AssetMark in conjunction with the services that would be rendered to the Fund. The Trustees also considered comparisons of the fees to be paid by AssetMark to Wellington Management with fees charged by Wellington Management to its other clients. In addition, the Trustees considered the recommendation of AssetMark with respect to Wellington Management and AssetMark’s representation that the fees to be paid to each sub-advisor were the result of an arms-length negotiation. The Trustees considered that the sub-advisory fees would be paid by AssetMark to Wellington Management and would not be additional fees borne by the Fund. The Trustees concluded that, in light of the quality and extent of the services to be provided, the proposed fees to be paid to Wellington Management were reasonable.

	The Trustees also considered “fall-out” or ancillary benefits that may potentially accrue to Wellington Management or its affiliates in the future because of its relationship with the Fund. The Trustees concluded that the benefits that might accrue to Wellington Management or its affiliates were reasonable.

	Investment Performance

	Because Wellington Management had not commenced providing sub-advisory services to the Fund at the time of the Trustees’ consideration of the Wellington Sub-Advisory Agreement, the Trustees could not consider Wellington Management’s investment performance with respect to its management of the Fund as a factor in evaluating the Wellington Sub-Advisory Agreement. However, the Trustees did consider Wellington Management’s historical performance record in managing other funds and accounts, and the Trustees also considered Wellington Management’s historical performance records compared to a relevant benchmark.

	The Trustees concluded that the historical performance record for Wellington Management, viewed together with the other relevant factors considered by the Trustees, supported a decision to approve the Wellington Sub-Advisory Agreement.

	Profitability and Economies of Scale

	The Trustees did not consider the profitability of Wellington Management to be a material factor based on representations from AssetMark that it negotiated the Wellington Sub-Advisory Agreement, including the sub-advisory fees, with Wellington Management on an arm’s-length basis.

	The Trustees concluded that it was appropriate to revisit the potential for economies of scale in connection with future annual reviews of the Wellington Sub-Advisory Agreement.

	Conclusion

	After consideration of the foregoing factors, and such other matters as were deemed relevant, and with no single factor being determinative to their decision, the Trustees — including a majority of the independent Trustees — with the assistance of independent counsel concluded to approve the Wellington Sub-Advisory Agreement, including the fees payable thereunder, with Wellington Management for the Fund.

201

GuideMark^SMFunds
GuidePath^SMFunds


GuideMark^SMFunds & GuidePath^SMFunds


GuideMark^SMLarge Cap Growth Fund GuideMark^SMLarge Cap Value Fund GuideMark^SMSmall/Mid Cap Core Fund GuideMark^SMWorld ex-US Fund GuideMark^SMOpportunistic Equity Fund GuideMark^SMGlobal Real Return Fund GuideMark^SMCore Fixed Income Fund GuideMark^SMTax-Exempt Fixed Income Fund GuideMark^SMOpportunistic Fixed Income Fund GuidePath^SMStrategic Asset Allocation Fund GuidePath^SMTactical Constrained^SMAsset Allocation Fund GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund GuidePath^SMAbsolute Return Asset Allocation Fund GuidePath^SMMulti-Asset Income Asset Allocation Fund GuidePath^SMFixed Income Allocation Fund GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund Investment Advisor AssetMark, Inc. 1655 Grant Street, 10th Floor Concord, CA 94520 Legal Counsel
Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Independent Registered Public Accounting Firm Cohen Fund Audit Services, Ltd. 1350 Euclid Avenue, Suite 800 Cleveland, OH 44115 Transfer Agent, Fund Accountant and Fund Administrator U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202 Custodians		This document must be preceded or accompanied by a free prospectus. Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before you invest or send money.
U.S. Bank, N.A. 1555 North RiverCenter Drive, Suite 302 Milwaukee, WI 53212	BNY Mellon Asset Servicing One Wall Street New York, NY 10286
Distributor Capital Brokerage Corporation 6620 West Broad Street Building 2 Richmond, VA 23230 Member FINRA		Annual Report March 31, 2014

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Dennis Schmal is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

For the fiscal year ended March 31, 2014, the registrant’s principal accountant billed the registrant $143,829 for professional services rendered for the audit of the registrant’s annual financial statements or services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements.

For the fiscal year ended March 31, 2013, the registrant’s principal accountant billed the registrant $182,900 for professional services rendered for the audit of the registrant’s annual financial statements or services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements.

(b) Audit-Related Fees

None.

c) Tax Fees

For the fiscal year ended March 31, 2014, the registrant’s principal accountant billed the registrant $39,206 for professional services rendered for tax compliance, tax advice and tax planning.

For the fiscal year ended March 31, 2013, the registrant’s principal accountant billed the registrant $38,570 for professional services rendered for tax compliance, tax advice and tax planning.

(d) All Other Fees

None.

(e)(1)

The registrant’s audit committee charter provides that the audit committee is responsible for the approval, prior to appointment, of the engagement of auditors annually to audit and to provide their opinion on the registrant’s financial statements. The audit

committee charter also provides that the audit committee is responsible for the approval, prior to appointment, of the engagement of the auditor to provide other audit services to the registrant or to provide non-audit services to the registrant, its investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, if the engagement relates directly to the operations and financial reporting of the registrant.

(e)(2)

There were no services in paragraphs (b) through (d) above (including services required to be approved by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X) that were approved pursuant to the waiver provision of paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)	None of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the fiscal year ended March 31, 2014 were attributable to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g)

The aggregate non-audit fees billed by the registrant’s principal accountant for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years ended March 31, 2014 and March 31, 2013, were $0 and $0, respectively.

(h)

The registrant’s audit committee has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

None.

Item 11. Controls and Procedures.

(a)

The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)

(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.

(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Investment Company Act of 1940 sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

(b)

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and 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)		GPS Funds I

By (Signature and Title)			/s/ Carrie E. Hansen
			Carrie E. Hansen, Principal Executive Officer/President

Date	05/30/2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)		/s/ Carrie E. Hansen
		Carrie E. Hansen, Principal Executive Officer/President

Date	05/30/2014

By (Signature and Title)		/s/ Patrick R. Young
		Patrick R. Young, Principal Financial Officer/Treasurer

Date	05/30/2014

GPS Funds I N-CSRCertified annual shareholder report (management investment company)