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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

811-10267
(Investment Company Act File Number)

ASSETMARK FUNDS

(Exact name of Registrant as specified in charter)

2300 CONTRA COSTA BOULEVARD, SUITE 425, PLEASANT HILL, CA 94523-3967
(Address of Principal Executive Offices)

(800) 664-5345
(Registrant’s Telephone Number)

CARRIE HANSEN
ASSETMARK INVESTMENT SERVICES, INC.
2300 CONTRA COSTA BOULEVARD, SUITE 425
PLEASANT HILL, CA 94523-3967
(Name and Address of Agent for Service)

COPIES TO:

Date of fiscal year end: June 30

Date of reporting period: June 30, 2005

TABLE OF CONTENTS


ITEM 1. REPORTS TO STOCKHOLDERS
	ITEM 2. CODE OF ETHICS
	ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
	ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
	ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
	ITEM 6. SCHEDULE OF INVESTMENTS
	ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
	ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
	ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
	ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 11. CONTROLS AND PROCEDURES
	ITEM 12. EXHIBITS
SIGNATURES

ITEM 1. REPORTS TO STOCKHOLDERS.

June 30, 2005

ASSETMARK LARGE CAP GROWTH FUND

ASSETMARK LARGE CAP VALUE FUND

ASSETMARK SMALL/MID CAP GROWTH FUND

ASSETMARK SMALL/MID CAP VALUE FUND

ASSETMARK INTERNATIONAL EQUITY FUND

ASSETMARK REAL ESTATE SECURITIES FUND

ASSETMARK TAX-EXEMPT FIXED INCOME FUND

ASSETMARK CORE PLUS FIXED INCOME FUND

Dear Shareholder: August 2005

Following two consecutive years of positive U.S. stock market returns, so far 2005 has been a year of waiting for the market to establish a clear direction. While the U.S. economy continues to grow at a reasonable rate of 3.5%, it has slowed down from the 4% rate we experienced in 2004. This has caused the equity markets to take pause and catch their breath so far in 2005. While higher oil prices and the threat of terrorism continue to be on investors’ minds, we saw investors in the second quarter of 2005 return to U.S. equities, which may foretell a positive trend for the balance of the year.

During the first half of 2005, we changed our lineup of investment managers in the AssetMark Funds with the termination and addition of one Sub-Advisor for our Small/Mid Cap Growth Fund. Transamerica Investment Management was replaced as a Sub-Advisor to the Fund due to the departure of several members of the portfolio management team. After an extensive search of the Small/Mid Cap Growth universe, with the assistance of Wilshire Associates, Copper Rock Capital Partners was chosen for this mandate. Copper Rock Capital Partners took over the portfolio on June 1, 2005.

In consultation with Wilshire Associates, an institutional investment research and consulting firm, AssetMark Investment Services Inc., strives to identify and engage highly skilled investment managers as Sub-Advisors for each Fund. When appropriate, AssetMark seeks to combine the skills of multiple managers with complementary investment strategies to attempt to reduce volatility and achieve more consistent investment results. As an important element of this ongoing process, AssetMark leverages Wilshire’s experienced investment staff, due diligence, and proprietary research capabilities.

The AssetMark Funds have generally performed in accordance with their sectors and style-orientation over the past year, as presented below:

The AssetMark Large Cap Growth Fund rose 0.44% for the 12 months ended June 30, 2005, underperforming the Russell 1000 Growth Index¹, a widely accepted unmanaged benchmark for large cap growth portfolios, which rose 1.68%. This underperformance was due to TCW Investment Management returning -2.89% for the 12 month period. Atlanta Capital’s allocated portion of the Fund rose 4.17% for the 12 month period. This difference in performance was highlighted by a slight overweight in the portfolio towards TCW Investment Management for the year. The Fund continues to outperform the Russell 1000 Growth Index since the inception of the Fund on June 29, 2001.

The AssetMark Large Cap Value Fund returned 5.69% for the 12 months ended June 30, 2005 underperforming the Russell 1000 Value Index, a widely accepted unmanaged benchmark for large cap value portfolios, which rose 14.06%. Davis Advisors had the best performance of the two managers in the Fund returning 8.81% for the 12 month period, while Brandes Investment Partners returned 2.69% for the period. Both firms are long-term investors looking to outperform the market over a 10 year period, thus their performance over a shorter time period may lag the benchmark.


1		Source: All benchmark return data provided by U.S. Bancorp Fund Services, LLC. One can not invest directly in an index, nor is an index representative of any Fund’s portfolio. The indexes provided are widely accepted benchmarks for the associated portfolios. The performance data quoted represents past performance. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may not be worth more or less than their original cost.

The AssetMark Small/Mid Cap Growth Fund rose 0.74% for the 12 months ended June 30, 2005, underperforming the Russell 2500 Growth Index, a widely accepted unmanaged benchmark for small/mid cap growth portfolios, which rose 7.47%. This underperformance was due to TCW Investment Management’s -4.69% returns for the 12 month period. This was offset by the 7.10% return attributable to the combined management of Transamerica Investment Management and Copper Rock Capital Partners. This difference in performance was highlighted by a slight overweight in the portfolio towards TCW Investment Management for the year. The Transamerica/Copper Rock portion of the portfolio continues to outperform the Russell 2500 Growth Index since the inception of the Fund.

The AssetMark Small/Mid Cap Value Fund rose 10.56% for the 12 months ended June 30, 2005 underperforming the Russell 2500 Value Index, a widely accepted unmanaged benchmark for small/mid cap value portfolios, which rose 17.44%. Both Ariel Capital Management and Cramer Rosenthal McGlynn LLC turned in similar performance of 10.71% and 10.42%, respectively. One of the difficulties with benchmarking this asset class is the fact that the Russell 2500 Value Index includes an exposure of 12% to REIT stocks, which are not considered by either of our Sub-Advisors as appropriate Small/Mid Cap Value companies for their portfolios. This is exacerbated in times when REIT’s experience very high returns as they have over the past 12 months. During these periods, our shareholders in the AssetMark Funds benefit from REIT exposure through the specialized management of our two Sub-Advisors in the AssetMark Real Estate Securities Fund.

The AssetMark International Equity Fund returned 14.37% for the 12 months ended June 30, 2005 outperforming the MSCI EAFE Index of developed country non-U.S. Stocks which returned 14.13%. This unmanaged benchmark is a widely accepted benchmark for international equity portfolios. Clay Finlay returned 17.41% for the period, while Oppenheimer Capital returned 11.31% for the period.

The AssetMark Real Estate Securities Fund, sub-advised by Adelante Capital Management and AEW Capital Management returned 33.22% for the 12 month period ended June 30, 2005, underperforming the Dow Jones Wilshire REIT Index which gained 34.22% for the period. Adelente returned 31.63% for the period. AEW Capital Management was added to the Fund September 1, 2004 and thus has not completed a full year of performance. Since the inception of the Fund on June 29, 2001, REIT’s have been the best performing of all of the asset classes represented in the AssetMark Funds. The Real Estate Securities Fund has returned 18.75% per year since inception, slightly underperforming the Dow Jones Wilshire REIT Index over that time period.

The AssetMark Tax-Exempt Fund, sub-advised by Weiss, Peck & Greer, returned 4.29% for the 12 month period ended June 30, 2005 underperforming the Lehman Brothers Municipal 3-10 Year Bond Index which returned 5.40%. This unmanaged benchmark is a widely accepted benchmark for intermediate duration tax-exempt portfolios. Since inception, the Fund has slightly underperformed the benchmark.

The AssetMark Core Plus Fixed Income Fund returned 6.47% for the 12 months ended June 30, 2005 performing in line with the Lehman Brothers Aggregate Bond Index, which returned 6.80%. The Lehman Brothers Aggregate Bond Index is a widely accepted unmanaged benchmark for core U.S. fixed income portfolios. The international and high yield portions of the portfolio had a positive contribution to the Fund’s returns during the performance period

We continue to be pleased with the overall performance of the AssetMark Funds. While some of our Funds underperformed their benchmarks for the year, we analyze and evaluate performance over longer time periods, and continue to believe in the Sub-Advisors’ and the Funds’ ability to outperform their benchmarks over the long term. Looking forward to the balance of 2005, we are confident that each Fund will remain well positioned to deliver strong value to our shareholders.

Sincerely,

Ronald D. Cordes,
President
AssetMark Funds


AssetMark Funds

EXPENSE EXAMPLE
June 30, 2005 (Unaudited)

As a shareholder of the AssetMark Funds (“the Funds”), you incur ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This example 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 Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 – June 30, 2005).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. Although the Funds charge no sales load or transactions fees, you will be assessed fees for outgoing wire transfers, returned checks or stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Funds’ transfer agent. If you request that a redemption be made by wire transfer, currently a $15.00 fee is charged by the Funds’ transfer agent. 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. The example includes, but is not limited to, management fees, shareholder servicing fees, distribution fees, fund accounting, custody 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 the Funds and other extraordinary expenses as determined under generally accepted accounting principles. 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.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds’ 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.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charge (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

AssetMark Large Cap Growth Fund


	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	January 1, 2005		June 30, 2005		January 1, 2005 — June 30, 2005
Actual	$	1,000.00	$	960.30	$	6.56

Hypothetical (5% return before expenses)		1,000.00		1,018.10		6.76

Expenses are equal to the Fund’s annualized expense ratio of 1.35%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.


AssetMark Funds

EXPENSE EXAMPLE (Continued)
June 30, 2005 (Unaudited)

AssetMark Large Cap Value Fund


	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	January 1, 2005		June 30, 2005		January 1, 2005 — June 30, 2005
Actual	$	1,000.00	$	988.60	$	6.36

Hypothetical (5% return before expenses)		1,000.00		1,018.40		6.46


*		Expenses are equal to the Fund’s annualized expense ratio of 1.29%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.

AssetMark Small/Mid Cap Growth Fund


	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	January 1, 2005		June 30, 2005		January 1, 2005 — June 30, 2005
Actual	$	1,000.00	$	963.70	$	6.96

Hypothetical (5% return before expenses)		1,000.00		1,017.70		7.15


*		Expenses are equal to the Fund’s annualized expense ratio of 1.43%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.

AssetMark Small/Mid Cap Value Fund


	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	January 1, 2005		June 30, 2005		January 1, 2005 — June 30, 2005
Actual	$	1,000.00	$	1,005.80	$	7.91

Hypothetical (5% return before expenses)		1,000.00		1,016.91		7.95


*		Expenses are equal to the Fund’s annualized expense ratio of 1.59%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.

AssetMark International Equity Fund


	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	January 1, 2005		June 30, 2005		January 1, 2005 — June 30, 2005
Actual	$	1,000.00	$	979.20	$	6.38

Hypothetical (5% return before expenses)		1,000.00		1,018.35		6.51


*		Expenses are equal to the Fund’s annualized expense ratio of 1.30%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.


AssetMark Funds

EXPENSE EXAMPLE (Continued)
June 30, 2005 (Unaudited)

AssetMark Real Estate Securities Fund


	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	January 1, 2005		June 30, 2005		January 1, 2005 — June 30, 2005
Actual	$	1,000.00	$	1,064.60	$	7.63

Hypothetical (5% return before expenses)		1,000.00		1,017.41		7.45


*		Expenses are equal to the Fund’s annualized expense ratio of 1.49%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.

AssetMark Tax-Exempt Fixed Income Fund


	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	January 1, 2005		June 30, 2005		January 1, 2005 — June 30, 2005
Actual	$	1,000.00	$	1,011.00	$	6.43

Hypothetical (5% return before expenses)		1,000.00		1,018.40		6.46


*		Expenses are equal to the Fund’s annualized expense ratio of 1.29%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.

AssetMark Core Plus Fixed Income Fund


	Beginning		Ending		Expenses Paid
	Account Value		Account Value		During Period*
	January 1, 2005		June 30, 2005		January 1, 2005 — June 30, 2005
Actual	$	1,000.00	$	1,023.90	$	5.82

Hypothetical (5% return before expenses)		1,000.00		1,019.04		5.81


*		Expenses are equal to the Fund’s annualized expense ratio of 1.16%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.


AssetMark Funds

ALLOCATION OF PORTFOLIO HOLDINGS
June 30, 2005

AssetMark Large Cap Growth Fund

Components of Portfolio Holdings


Consumer Discretionary	$	111,837,783
Consumer Staples		40,008,970
Energy		17,642,148
Financials		81,984,530
Health Care		81,335,288
Industrials		42,597,878
Information Technology		169,712,929
Materials		11,875,484
Short Term Investments		12,707,596

Total	$	569,702,606	⁽¹⁾


(1)		Total excludes $226,343,115 of Securities Lending Collateral

AssetMark Large Cap Value Fund

Components of Portfolio Holdings


Consumer Discretionary	$	69,328,593
Consumer Staples		76,280,519
Energy		38,187,520
Financials		166,656,573
Health Care		61,040,053
Industrials		21,275,110
Information Technology		74,505,205
Materials		10,417,049
Telecommunication Services		33,128,886
Short Term Investments		18,814,996

Total	$	569,634,504	⁽¹⁾


(1)		Total excludes $216,175,516 of Securities Lending Collateral


AssetMark Funds

ALLOCATION OF PORTFOLIO HOLDINGS (Continued)
June 30, 2005

AssetMark Small/Mid Cap Growth Fund

Components of Portfolio Holdings


Consumer Discretionary	$	28,847,634
Consumer Staples		1,591,488
Energy		8,396,279
Financials		6,606,340
Health Care		32,040,944
Industrials		15,735,262
Information Technology		50,219,536
Short Term Investments		3,533,235

Total	$	146,970,718	⁽¹⁾


(1)		Total excludes $53,298,687 of Securities Lending Collateral

AssetMark Small/Mid Cap Value Fund

Components of Portfolio Holdings


Consumer Discretionary	$	28,017,685
Consumer Staples		4,224,984
Energy		948,330
Finance, Insurance, and Real Estate		1,346,871
Financials		29,624,217
Health Care		13,553,675
Industrials		25,628,656
Information Technology		10,885,561
Materials		5,761,980
Utilities		4,117,637
Short Term Investments		7,205,320

Total	$	131,314,916	⁽¹⁾


(1)		Total excludes $44,011,005 of Securities Lending Collateral


AssetMark Funds
ALLOCATION OF PORTFOLIO HOLDINGS (Continued)
June 30, 2005

AssetMark International Equity Fund

Components of Portfolio Holdings


Asia	$	117,207,229
Australia		12,417,018
Europe		236,669,462
North America		24,629,143
South America		4,395,007
Short Term Investments		22,580,947

Total	$	417,898,806	⁽¹⁾


(1)		Total excludes $125,283,505 of Securities Lending Collateral

AssetMark Real Estate Securities Fund

Components of Portfolio Holdings


Apartments	$	14,296,128
Diversified		8,636,353
Health Care		154,440
Hotels & Motels		3,041,715
Manufacturing Homes		92,975
Office Property		16,110,999
Regional Malls		11,958,814
Real Estate Operations/Development		763,200
Shopping Centers		9,676,804
Storage		1,580,810
Warehouse/Industrial		6,484,656
Short Term Investments		2,324,699

Total	$	75,121,593	⁽¹⁾


(1)		Total excludes $28,399,192 of Securities Lending Collateral


AssetMark Funds
ALLOCATION OF PORTFOLIO HOLDINGS (Continued)
June 30, 2005

AssetMark Tax-Exempt Fixed Income Fund

Components of Portfolio Holdings


General Obligation Bonds	$	59,933,081
Revenue Bonds		89,162,191
Certificate Participation		1,152,565
Short Term Investments		4,703,000

Total	$	154,950,837

AssetMark Core Plus Fixed Income Fund

Components of Portfolio Holdings


Corporate Bonds	$	76,935,488
Asset Backed Securities		21,027,854
Collateralized Mortgage Obligations		34,476,894
Mortgage Backed Securities		52,698,323
Supranational Obligations		1,118,026
Convertible Preferred Stocks		360,064
Preferred Stocks		4,371,483
U.S. Treasury Obligations		99,232,002
U.S. Government Agency Issues		136,528,910
Foreign Government Agency Issues		7,210,261
Foreign Government Notes/Bonds		28,836,075
Call Options Purchased		1,491
Certificate of Deposit		2,399,462
Short Term Investments		113,483,903

Total	$	578,680,236	⁽¹⁾


(1)		Total excludes $159,282,257 of Securities Lending Collateral

(2)		Percentage is less than 1/2 of 1 percent.


AssetMark Large Cap Growth Fund

PERFORMANCE DATA

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on June 29, 2001 (commencement of 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, 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.

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 U.S. Companies, based on total market capitalization, which represents approximately 98% of the investable U.S. equity market.

LIPPER LARGE-CAP GROWTH FUNDS INDEX — An unmanaged index which measures the composite performance of the 30 largest “large-cap growth” mutual funds, as categorized by Lipper Inc.

AVERAGE ANNUAL TOTAL RETURN (for the periods ended June 30, 2005)


	One Year			Three Year			Since Inception (6/29/01)
AssetMark Large Cap Growth Fund		0.44	%		8.11	%		-2.06	%
Russell 1000 Growth Index		1.68	%		7.26	%		-2.41	%
Lipper Large-Cap Growth Funds Index		3.82	%		5.68	%		-2.98	%


AssetMark Large Cap Growth Fund

SCHEDULE OF INVESTMENTS
June 30, 2005


Number of			Market
Shares			Value
		COMMON STOCKS - 97.64%
		Biotechnology - 6.37%
	241,550	Amgen, Inc. (a)(b)	$	14,604,113
	270,500	Genentech, Inc. (a)(b)		21,715,740

				36,319,853

		Capital Markets - 4.13%
	102,500	AG Edwards, Inc. (b)		4,627,875
	154,000	The Bank of New York Co., Inc. (b)		4,432,120
	59,400	Franklin Resources, Inc. (b)		4,572,612
	116,100	Merrill Lynch & Co, Inc.		6,386,661
	94,600	SEI Investments Co.		3,533,310

				23,552,578

		Chemicals - 2.08%
	92,400	Air Products & Chemicals, Inc. (b)		5,571,720
	87,400	Ecolab, Inc. (b)		2,828,264
	75,000	Rohm & Haas Co. (b)		3,475,500

				11,875,484

		Commercial Banks - 1.16%
	218,720	Commerce Bancorp Inc. (b)		6,629,403

		Commercial Services & Supplies - 2.30%
	167,500	Apollo Group, Inc. (a)(b)		13,101,850

		Communications Equipment - 4.36%
	692,600	Cisco Systems, Inc. (a)		13,235,586
	352,300	QUALCOMM, Inc. (b)		11,629,423

				24,865,009

		Computers & Peripherals - 6.42%
	399,350	Dell, Inc. (a)		15,778,319
	64,100	Lexmark International, Inc. (a)(b)		4,155,603
	591,200	Network Appliance, Inc. (a)(b)		16,713,224

				36,647,146

		Consumer Finance - 1.36%
	146,100	American Express Co.		7,776,903

		Diversified Financial Services - 1.04%
	127,800	Citigroup, Inc.		5,908,194

		Electrical Equipment - 0.98%
	89,500	Emerson Electric Co.		5,605,385

		Electronic Equipment & Instruments - 1.50%
	79,200	CDW Corp. (b)		4,521,528
	154,100	Molex, Inc. (b)		4,012,764

				8,534,292

		Energy Equipment & Services - 0.66%
	79,200	National-Oilwell, Inc. (a)		3,765,168

		Food & Staples Retailing - 4.59%
	121,200	Costco Wholesale Corp. (b)		5,432,184
	118,600	Sysco Corp. (b)		4,292,134
	254,000	Walgreen Co. (b)		11,681,460
	98,800	Wal-Mart Stores, Inc.		4,762,160

				26,167,938

		Food Products - 0.74%
	90,400	General Mills, Inc. (b)		4,229,816

		Health Care Equipment & Supplies - 2.62%
	112,200	Biomet, Inc. (b)		3,886,608
	140,000	Medtronic, Inc.		7,250,600
	101,900	Varian Medical Systems, Inc. (a)(b)		3,803,927

				14,941,135

		Health Care Providers & Services - 2.04%
	77,600	Express Scripts, Inc. (a)(b)		3,878,448
	152,200	Health Management Associates, Inc. (b)		3,984,596
	73,000	UnitedHealth Group, Inc. (b)		3,806,220

				11,669,264

		Hotels Restaurants & Leisure - 2.20%
	85,200	Carnival Corp. (b)		4,647,660
	153,250	Starbucks Corp. (a)		7,916,895

				12,564,555

		Household Products - 1.68%
	115,100	Colgate-Palmolive Co.		5,744,641
	73,300	Procter & Gamble Co. (b)		3,866,575

				9,611,216

		Industrial Conglomerates - 3.67%
	85,000	3M Co. (b)		6,145,500
	426,250	General Electric Co.		14,769,563

				20,915,063

		Insurance - 6.68%
	169,200	Aflac, Inc. (b)		7,322,976
	59,700	American International Group, Inc.		3,468,570
	276,550	The Progressive Corp. (b)		27,325,905

				38,117,451

		Internet & Catalog Retail - 6.47%
	513,300	Amazon.Com, Inc. (a)(b)		16,979,964
	604,300	eBay, Inc. (a)(b)		19,947,943

				36,927,907

See notes to financial statements.


AssetMark Large Cap Growth Fund
SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Number of			Market
Shares			Value
		COMMON STOCKS (Continued)
		Internet Software & Services - 5.64%
	38,600	Google, Inc. (a)(b)	$	11,354,190
	600,300	Yahoo!, Inc. (a)(b)		20,800,395

				32,154,585

		IT Services - 1.44%
	83,117	First Data Corp		3,336,316
	113,100	Fiserv, Inc. (a)(b)		4,857,645

				8,193,961

		Machinery - 2.82%
	41,700	Caterpillar, Inc.		3,974,427
	149,800	Dover Corp. (b)		5,449,724
	83,500	Illinois Tool Works, Inc. (b)		6,653,280

				16,077,431

		Media - 4.66%
	67,000	Omnicom Group (b)		5,350,620
	214,600	Pixar (a)(b)		10,740,730
	311,805	XM Satellite Radio Holdings, Inc. - Class A (a)(b)		10,495,356

				26,586,706

		Multiline Retail - 1.19%
	121,300	Kohl’s Corp. (a)(b)		6,781,883

		Oil & Gas - 2.43%
	77,970	Apache Corp. (b)		5,036,862
	72,300	Exxon Mobil Corp.		4,155,081
	60,900	Occidental Petroleum Corp. (b)		4,685,037

				13,876,980

		Pharmaceuticals - 3.23%
	18,800	Eli Lilly & Co.		1,047,348
	79,500	Johnson & Johnson		5,167,500
	291,200	Pfizer, Inc.		8,031,296
	218,200	Schering-Plough Corp. (b)		4,158,892

				18,405,036

		Semiconductor & Semiconductor Equipment - 5.88%
	311,400	Intel Corp.		8,115,084
	380,400	Maxim Integrated Products, Inc. (b)		14,535,084
	153,700	Microchip Technology, Inc. (b)		4,552,594
	248,700	Xilinx, Inc. (b)		6,341,850

				33,544,612

	188,500	Adobe Systems, Inc. (b)		5,394,870
	173,800	Electronic Arts, Inc. (a)(b)		9,838,818
		Software (Continued)
	311,400	Microsoft Corp.		7,735,176
	129,000	Symantec Corp. (a)(b)		2,804,460

				25,773,324

		Specialty Retail - 2.78%
	116,600	Bed Bath & Beyond, Inc. (a)(b)		4,871,548
	101,200	Lowe’s Cos, Inc. (b)		5,891,864
	239,750	Staples, Inc. (b)		5,111,470

				15,874,882

		Total Common Stocks (Cost $499,514,186)		556,995,010

		SHORT TERM INVESTMENTS - 2.23%
		Money Market Funds - 2.23%
	12,707,596	Federated Prime Obligations Fund		12,707,596

		Total Short-Term Investments (Cost $12,707,596)		12,707,596


Principal
Amount
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 39.67%
		CERTIFICATES OF DEPOSIT - 2.79%
$	7,962,414	Concord Bank, N.A., 3.19%, 07/13/05 (c)	7,962,414
	3,981,207	Natexis Banque, 3.52%, 07/12/05 (d)	3,979,802
	3,981,207	Natexis Banque, 3.36%, 10/31/05	3,981,207

		Total Certificates of Deposit (Cost $15,923,423)	15,923,423

		COMMERCIAL PAPER - 15.28%
	9,289,484	Antalis U.S. Funding Corp., 3.25%, 07/01/05 (c) (d)	9,283,613
	2,654,138	CCN Bluegrass, 3.33%, 05/18/06 (c)	2,654,138
	5,308,276	CCN Independence IV LLC, 3.29%, 4/17/06 (c)	5,308,276
	8,493,242	CCN Orchard Park, 3.25%, 04/06/06 (c)	8,493,242
	2,388,724	Concord Minutemen Capital Co., 3.13%, 07/06/05 (c)	2,388,724
	5,308,276	Laguna Corp., 3.10%, 07/05/05 (c) (d)	5,292,329
	9,820,311	Lakeside Funding LLC, 3.22%, 07/08/05 (c)	9,820,311

See notes to financial statements.

AssetMark Large Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

June 30, 2005


Principal			Market
Amount			Value
		COMMERCIAL PAPER (Continued)
$	2,123,311	Leafs LLC, 3.26%, 01/20/06 (c)	$	2,123,311
	7,166,173	Leafs LLC, 3.26%, 04/20/06 (c)		7,166,173
	2,654,138	Liquid Funding Ltd., 3.19%, 12/12/05 (c) (d)		2,653,922
	7,962,414	MBNA Corp., 3.17%, 07/28/05 (c) (d)		7,912,948
	3,184,966	Morgan Stanley, 3.51%, 09/02/05		3,184,966
	2,654,138	Morgan Stanley, 3.51%, 09/07/05		2,654,138
	1,327,069	Morgan Stanley, 3.52%, 09/09/05		1,327,069
	6,635,345	RAMS Funding LLC, 3.23%, 07/14/05 (c) (d)		6,617,541
	7,962,414	Thornburg Mortgage Capital LLC, 3.09%, 07/01/05 (c) (d)		7,942,659
	2,388,724	Thornburg Mortgage Capital LLC, 3.13%, 07/06/05 (c) (d)		2,382,514

		Total Commercial Paper (Cost $87,205,874)		87,205,874

		CORPORATE BONDS AND NOTES — 2.37%
	2,654,138	Bayerische Landesbank, 3.32%, 11/23/05		2,654,138
	5,308,276	Liquid Funding Ltd., 3.20%, 05/15/06 (c) (d)		5,307,745
	3,184,966	Metlife Global, 3.39%, 04/28/08		3,184,966
	2,388,724	Northlake, 3.44%, 09/06/05 (c)		2,388,724

		Total Corporate Bonds and Notes (Cost $13,535,573)		13,535,573

		CORPORATE PAYDOWN SECURITY — 1.27%
	2,654,138	Duke Funding, 5.06%, 04/08/06 (c)		2,654,138
	2,287,078	REMAC, 1.87%, 03/12/2025 (c)		2,287,078
	2,287,078	REMAC, 2.16%, 03/12/2025 (c)		2,287,078

		Total Corporate Paydown Security (Cost $7,228,294)		7,228,294


Number of
Shares
		MUTUAL FUND — 0.00%
	220	Merrill Lynch Premier Institutional Fund	220

		Total Mutual Fund (Cost $220)	220


Principal			Market
Amount			Value
		REPURCHASE AGREEMENTS — 17.96%
$	13,270,691	Citibank Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)	$	13,270,691
	2,654,138	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		2,654,138
	2,654,138	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		2,654,138
	5,308,276	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		5,308,276
	4,512,035	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		4,512,035
	1,061,655	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		1,061,655
	18,578,967	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		18,578,967
	2,654,138	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		2,654,138
	13,536,104	Lehman Brothers Repurchase Agreement, 03.56%, 7/01/05 (Collateralized by Corporate Bonds)		13,536,104
	26,541,381	Merrill Lynch Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)		26,541,381
	3,184,966	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)		3,184,966

See notes to financial statements.

AssetMark Large Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

June 30, 2005


Principal			Market
Amount			Value
		REPURCHASE AGREEMENTS (Continued)
$	8,493,242	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)	$	8,493,242

		Total Repurchase Agreements (Cost $102,449,731)		102,449,731

		Total Investments Purchased as Securities Lending Collateral (Cost $226,343,115)		226,343,115

		Total Investments — 139.54% (Cost $738,564,897)		796,045,721

		Liabilities in Excess of Other Assets — (39.54)%		(225,574,176	)

		Total Net Assets — 100.00%	$	570,471,545

Percentages are stated as a percent of net assets.

(a)		Non income producing.

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

(c)		Restricted under Rule 144a of the Securities Act of 1933.

(d)		Variable rate security. The rate shown is the rate in effect on June 30, 2005.

See notes to financial statements.

AssetMark Large Cap Value Fund

PERFORMANCE DATA

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 U.S. Companies, based on total market capitalization, which represents approximately 98% of the investable U.S. equity market.

LIPPER LARGE-CAP VALUE FUNDS INDEX — An unmanaged index which measures the composite performance of the 30 largest “large-cap value” mutual funds, as categorized by Lipper Inc.

AVERAGE ANNUAL TOTAL RETURN (for the periods ended June 30, 2005)


	One Year			Three Year			Since Inception (6/29/01)
AssetMark Large Cap Value Fund		5.69	%		8.32	%		4.05	%
Russell 1000 Value Index		14.06	%		11.00	%		5.63	%
Lipper Large-Cap Value Funds Index		8.75	%		8.38	%		2.36	%

AssetMark Large Cap Value Fund

SCHEDULE OF INVESTMENTS
June 30, 2005


Number of			Market
Shares			Value
		COMMON STOCKS - 96.49%
		Air Freight & Logistics - 0.38%
	31,000	United Parcel Service, Inc. (b)	$	2,143,960

		Airlines - 0.40%
	113,120	AMR Corp. (a)(b)		1,369,883
	242,080	Delta Air Lines, Inc. (a)(b)		910,221

				2,280,104

		Auto Components - 1.76%
	1,542,160	Delphi Corp. (b)		7,171,044
	193,830	The Goodyear Tire & Rubber Co. (a)(b)		2,888,067

				10,059,111

		Automobiles - 4.53%
	1,071,380	Ford Motor Co. (b)		10,970,931
	364,320	General Motors Corp. (b)		12,386,880
	50,700	Harley-Davidson, Inc. (b)		2,514,720

				25,872,531

		Beverages - 0.75%
	71,900	Diageo PLC ADR		4,263,670

		Capital Markets - 0.41%
	44,000	Morgan Stanley		2,308,680

		Commercial Banks - 4.40%
	75,700	Fifth Third Bancorp (b)		3,119,597
	130,802	HSBC Holdings PLC — ADR (b)		10,418,379
	71,500	Lloyds TSB Group Plc — ADR		2,434,575
	148,100	Wells Fargo & Co.		9,119,998

				25,092,549

		Commercial Services & Supplies - 1.64%
	30,700	Dun & Bradstreet Corp. (a)		1,892,655
	104,600	H&R Block, Inc. (b)		6,103,410
	48,090	Waste Management, Inc.		1,362,871

				9,358,936

		Communications Equipment - 2.19%
	317,500	Avaya, Inc. (a)		2,641,600
	3,390,070	Lucent Technologies, Inc. (a)(b)		9,865,104

				12,506,704

		Computers & Peripherals - 4.25%
	302,810	Hewlett-Packard Co. (b)		7,119,063
	71,500	International Business Machines Corp.		5,305,300
	46,700	Lexmark International, Inc. (a)(b)		3,027,561
	2,366,170	Sun Microsystems, Inc. (a)		8,825,814

				24,277,738

		Construction Materials - 0.45%
	39,700	Vulcan Materials Co. (b)		2,580,103

		Consumer Finance - 2.92%
	313,400	American Express Co.		16,682,282

		Containers & Packaging - 1.37%
	157,400	Sealed Air Corp. (a)(b)		7,836,946

		Diversified Financial Services - 6.73%
	110,700	CIT Group, Inc.		4,756,779
	192,100	Citigroup, Inc.		8,880,783
	587,486	J.P. Morgan Chase & Co.		20,750,005
	89,400	Moody’s Corp. (b)		4,019,424

				38,406,991

		Diversified Telecommunication Services - 5.80%
	412,990	BellSouth Corp. (b)		10,973,144
	459,600	SBC Communications, Inc. (b)		10,915,500
	65,000	Sprint Corp.		1,630,850
	278,130	Verizon Communications, Inc. (b)		9,609,392

				33,128,886

		Food & Staples Retailing - 7.97%
	538,920	Albertson’s, Inc. (b)		11,144,866
	245,000	Costco Wholesale Corp. (b)		10,980,900
	640,380	The Kroger Co. (a)		12,186,431
	495,330	Safeway, Inc. (b)		11,189,505

				45,501,702

		Food Products - 0.51%
	46,600	Hershey Foods Corp. (b)		2,893,860

		Health Care Providers & Services - 3.19%
	63,500	Cardinal Health, Inc. (b)		3,656,330
	95,000	HCA, Inc. (b)		5,383,650
	210,440	Service Corp. International		1,687,729
	609,710	Tenet Healthcare Corp. (a)(b)		7,462,850

				18,190,559

		Household Durables - 1.16%
	57,840	American Greetings (b)		1,532,760
	212,500	Newell Rubbermaid, Inc. (b)		5,066,000

				6,598,760

		Industrial Conglomerates - 2.38%
	465,600	Tyco International Ltd.		13,595,520

		Insurance - 13.12%
	386,600	American International Group, Inc.		22,461,460
	143,500	AON Corp. (b)		3,593,240
	4,195	Berkshire Hathaway, Inc. (a)(b)		11,676,782

See notes to financial statements.

AssetMark Large Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Number of			Market
Shares			Value
		COMMON STOCKS (Continued)
		Insurance (Continued)
	159,220	Loews Corp.	$	12,339,550
	174,920	Marsh & McLennan Companies, Inc. (b)		4,845,284
	111,680	The Phoenix Cos Inc. (b)		1,328,992
	101,900	The Progressive Corp. (b)		10,068,739
	58,725	Transatlantic Holdings, Inc.		3,278,030
	289,480	UnumProvident Corp. (b)		5,303,274

				74,895,351

		IT Services - 2.81%
	392,370	Electronic Data Systems Corp. (b)		7,553,122
	149,500	Iron Mountain, Inc. (a)(b)		4,637,490
	606,630	Unisys Corp. (a)		3,839,968

				16,030,580

		Leisure Equipment & Products - 0.40%
	126,060	Mattel, Inc. (b)		2,306,898

		Media - 2.00%
	381,200	Comcast Corp. (a)(b)		11,416,940

		Office Electronics - 1.67%
	692,840	Xerox Corp. (a)		9,554,264

		Oil & Gas - 6.69%
	157,704	ConocoPhillips		9,066,403
	147,600	Devon Energy Corp. (b)		7,480,368
	609,270	El Paso Corp.		7,018,790
	127,000	EOG Resources, Inc. (b)		7,213,600
	96,300	Occidental Petroleum Corp. (b)		7,408,359

				38,187,520

		Pharmaceuticals - 7.51%
	380,480	Bristol-Myers Squibb Co. (b)		9,504,390
	46,700	Eli Lilly & Co.		2,601,657
	343,540	Merck & Co., Inc.		10,581,032
	307,100	Pfizer, Inc.		8,469,818
	492,360	Schering-Plough Corp. (b)		9,384,382
	51,870	Wyeth		2,308,215

				42,849,494

		Semiconductor & Semiconductor Equipment - 1.65%
	924,660	Micron Technology, Inc. (a)(b)		9,440,779

		Software - 0.47%
	108,500	Microsoft Corp.		2,695,140

		Specialty Retail - 1.22%
	24,900	Autozone, Inc. (a)(b)		2,302,254
	176,310	Toys “R” Us, Inc. (a)		4,668,689

				6,970,943

		Thrifts & Mortgage Finance - 1.62%
	144,000	Golden West Financial Corp.		9,270,720

		Tobacco - 4.14%
	336,920	Altria Group, Inc.		21,785,247
	23,300	Reynolds American, Inc. (b)		1,836,040

				23,621,287

		Total Common Stocks (Cost $500,250,071)		550,819,508

		SHORT TERM INVESTMENTS - 3.30%
		Money Market Funds - 3.30%
	18,814,996	Federated Prime Obligations Fund		18,814,996

		Total Short-Term Investments (Cost $18,814,996)		18,814,996


Principal
Amount
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 37.87% CERTIFICATES OF DEPOSIT - 2.66%
$	7,604,733	Concord Bank, N.A., 3.19%, 07/13/05 (c)	7,604,733
	3,802,367	Natexis Banque, 3.52%, 07/12/05 (d)	3,801,024
	3,802,367	Natexis Banque, 3.36%, 10/31/05	3,802,367

		Total Certificates of Deposit (Cost $15,208,124)	15,208,124

		COMMERCIAL PAPER - 14.59%
	8,872,189	Antalis U.S. Funding Corp., 3.25%, 07/01/05 (c) (d)	8,866,582
	2,534,911	CCN Bluegrass, 3.33%, 05/18/06 (c)	2,534,911
	5,069,822	CCN Independence IV LLC, 3.29%, 4/17/06 (c)	5,069,822
	8,111,716	CCN Orchard Park, 3.25%, 04/06/06 (c)	8,111,716
	2,281,420	Concord Minutemen Capital Co., 3.13%, 07/06/05 (c)	2,281,420
	5,069,822	Laguna Corp., 3.10%, 07/05/05 (c) (d)	5,054,591

See notes to financial statements.

AssetMark Large Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		COMMERCIAL PAPER (Continued)
$	9,379,171	Lakeside Funding LLC, 3.22%, 07/08/05 (c)	$	9,379,171
	2,027,929	Leafs LLC, 3.26%, 01/20/06 (c)		2,027,929
	6,844,260	Leafs LLC, 3.26%, 04/20/06 (c)		6,844,260
	2,534,911	Liquid Funding Ltd., 3.19%, 12/12/05 (c) (d)		2,534,705
	7,604,733	MBNA Corp., 3.17%, 07/28/05 (c) (d)		7,557,490
	3,041,893	Morgan Stanley, 3.51%, 09/02/05		3,041,893
	2,534,911	Morgan Stanley, 3.51%, 09/07/05		2,534,911
	1,267,456	Morgan Stanley, 3.52%, 09/09/05		1,267,456
	6,337,278	RAMS Funding LLC, 3.23%, 07/14/05 (c) (d)		6,320,273
	7,604,733	Thornburg Mortgage Capital LLC, 3.09%, 07/01/05 (c) (d)		7,585,865
	2,281,420	Thornburg Mortgage Capital LLC, 3.13%, 07/06/05 (c) (d)		2,275,488

		Total Commercial Paper (Cost $83,288,483)		83,288,483

		CORPORATE BONDS AND NOTES - 2.27%
	2,534,911	Bayerische Landesbank, 3.32%, 11/23/05		2,534,911
	5,069,822	Liquid Funding Ltd., 3.20%, 05/15/06 (c) (d)		5,069,315
	3,041,893	Metlife Global, 3.39%, 04/28/08		3,041,893
	2,281,420	Northlake, 3.44%, 09/06/05 (c)		2,281,420

		Total Corporate Bonds and Notes (Cost $12,927,539)		12,927,539

		CORPORATE PAYDOWN SECURITY - 1.21%
	2,534,911	Duke Funding, 5.06%, 04/08/06 (c)		2,534,911
	2,184,340	REMAC, 1.87%, 03/12/2025 (c)		2,184,340
	2,184,340	REMAC, 2.16%, 03/12/2025 (c)		2,184,340

		Total Corporate Paydown Security (Cost $6,903,591)		6,903,591


Number of
Shares
		MUTUAL FUND - 0.00%
	210	Merrill Lynch Premier Institutional Fund	210

		Total Mutual Fund (Cost $210)	210


Principal			Market
Amount			Value
		REPURCHASE AGREEMENTS - 17.14%
$	12,674,556	Citibank Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)	$	12,674,556
	2,534,911	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		2,534,911
	2,534,911	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		2,534,911
	5,069,822	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		5,069,822
	4,309,349	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		4,309,349
	1,013,964	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		1,013,964
	17,744,378	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		17,744,378
	2,534,911	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		2,534,911
	12,928,047	Lehman Brothers Repurchase Agreement, 03.56%, 7/01/05 (Collateralized by Corporate Bonds)		12,928,047
	25,349,111	Merrill Lynch Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)		25,349,111
	3,041,893	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)		3,041,893

See notes to financial statements.

AssetMark Large Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		REPURCHASE AGREEMENTS (Continued)
$	8,111,716	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)	$	8,111,716

		Total Repurchase Agreements (Cost $97,847,569)		97,847,569

		Total Investments Purchased as Securities Lending Collateral (Cost $216,175,516)		216,175,516

		Total Investments — 137.66% (Cost $735,240,583)		785,810,020

		Liabilities in Excess of Other Assets — (37.66)%		(214,960,445	)

		Total Net Assets — 100.00%	$	570,849,575

Percentages are stated as a percent of net assets.

ADR — American Depository Receipt


(a)		Non income producing.

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

(c)		Restricted under Rule 144a of the Securities Act of 1933.

(d)		Variable rate security. The rate shown is the rate in effect on June 30, 2005.

See notes to financial statements.

AssetMark Small/Mid Cap Growth Fund

PERFORMANCE DATA

TOTAL RETURN BASED ON A $10,000 INVESTMENT

RUSSELL 2500 GROWTH INDEX — An unmanaged index which measures the performance of those Russell 2500 Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 2500 Index measures the performance of the 2,500 smallest companies in the Russell 3000 Index. The Russell 3000 Index is an unmanaged index which measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market.

RUSSELL MID-CAP GROWTH INDEX — Measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000 Growth index.

LIPPER SMALL-CAP GROWTH FUNDS INDEX — An unmanaged index which measures the composite performance of the 30 largest “small-cap growth” mutual funds, as categorized by Lipper Inc.

LIPPER MID-CAP GROWTH FUNDS INDEX — Funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) of less than 300% of the dollar-weighted median market capitalization of the S&P Mid-Cap 400 Index. Mid-Cap Growth funds normally invest in companies with long-term earnings expected to grow significantly faster than the earnings of the stocks represented in a major unmanaged stock index. These funds will normally have an above-average price-to-earnings ratio, price-to-book ratio, and three-year earnings growth figure, compared to the U.S. diversified mid-cap funds universe average.

AVERAGE ANNUAL TOTAL RETURN (for the periods ended June 30, 2005)


	One Year			Three Year			Since Inception (6/29/01)
AssetMark Small/Mid Cap Growth Fund		0.74	%		9.91	%		-1.12	%
Russell 2500 Growth Index		7.47	%		13.34	%		1.98	%
Russell Mid-Cap Growth Index		10.86	%		14.86	%		2.79	%
Lipper Small-Cap Growth Funds Index		5.83	%		10.39	%		1.34	%
Lipper Mid-Cap Growth Funds Index		7.31	%		9.82	%		-0.33	%

AssetMark Small/Mid Cap Growth Fund

SCHEDULE OF INVESTMENTS
June 30, 2005


Number of			Market
Shares			Value
		COMMON STOCKS — 96.54%
		Aerospace & Defense — 0.74%
	31,000	Argon St, Inc. (a)	$	1,100,500

		Biotechnology — 6.93%
	87,000	Abgenix, Inc. (a)(b)		746,460
	29,800	Affymetrix, Inc. (a)		1,607,114
	73,500	Alkermes, Inc. (a)(b)		971,670
	36,400	Cubist Pharmaceuticals, Inc. (a)		479,388
	40,500	Encysive Pharmaceuticals, Inc. (a)		437,805
	31,200	Genentech, Inc. (a)(b)		2,504,736
	61,500	Human Genome Sciences, Inc. (a)		712,170
	22,000	Id Biomedical Corp. (a)(b)		359,480
	9,300	Neurocrine Biosciences, Inc. (a)(b)		391,158
	18,600	Onyx Pharmaceuticals, Inc. (a)(b)		444,168
	43,000	Protein Design Labs, Inc. (a)		869,030
	48,000	Telik, Inc. (a)(b)		780,480

				10,303,659

		Capital Markets — 1.75%
	22,800	Affiliated Managers Group, Inc. (a)(b)		1,557,924
	27,900	SEI Investments Co		1,042,065

				2,599,989

		Commercial Banks — 2.23%
	40,800	Amegy Bancorporation, Inc. (b)		913,104
	29,800	Commerce Bancorp Inc. (b)		903,238
	19,400	East West Bancorp, Inc		651,646
	34,400	Signature Bank (a)		839,360

				3,307,348

		Commercial Services & Supplies — 10.10%
	12,700	Apollo Group, Inc. (a)(b)		993,394
	28,395	Bright Horizons Family Solutions, Inc. (a)(b)		1,156,245
	18,600	ChoicePoint, Inc. (a)		744,930
	58,800	The Corporate Executive Board Co. (b)		4,605,804
	27,800	Education Management Corp. (a)		937,694
	36,000	Labor Ready, Inc. (a)(b)		839,160
	21,000	Laureate Education, Inc. (a)		1,005,060
	29,600	Mcgrath Rentcorp		701,520
	30,200	Monster Worldwide, Inc. (a)(b)		866,136
	56,600	Resources Connection, Inc. (a)(b)		1,314,818
	52,100	Robert Half International, Inc. (b)		1,300,937
	6,200	Strayer Education, Inc.		534,812

				15,000,510


Number of			Market
Shares			Value
		Communications Equipment — 5.06%
	114,400	Juniper Networks, Inc. (a)(b)	$	2,880,592
	62,800	Research In Motion Ltd. (a)(b)		4,631,500

				7,512,092

		Computers & Peripherals — 2.81%
	30,300	Avid Technology, Inc. (a)(b)		1,614,384
	25,500	Komag, Inc. (a)(b)		723,435
	65,100	Network Appliance, Inc. (a)(b)		1,840,377

				4,178,196

		Distributors — 1.92%
	146,100	Prestige Brands Hldgs, Inc. (a)		2,848,950

		Electromedical And Electrotherapeutic Apparatus — 0.64%
	48,760	Intralase Corp. (a)(b)		956,671

		Electronic Equipment & Instruments — 0.84%
	43,600	Cogent, Inc. (a)		1,244,780

		Energy Equipment & Services — 3.86%
	32,500	National-Oilwell, Inc. (a)		1,545,050
	68,300	Patterson-UTI Energy, Inc. (b)		1,900,789
	24,000	Smith International, Inc.		1,528,800
	19,800	Tidewater, Inc. (b)		754,776

				5,729,415

		Health Care Equipment & Supplies — 1.28%
	31,600	Kyphon, Inc. (a)(b)		1,099,364
	30,000	Wright Medical Group, Inc. (a)		801,000

				1,900,364

		Health Care Providers & Services — 11.62%
	74,005	The Advisory Board Co. (a)(b)		3,607,004
	28,500	American Healthways, Inc. (a)(b)		1,204,695
	25,000	AMERIGROUP Corp. (a)(b)		1,005,000
	16,800	Cerner Corp. (a)(b)		1,141,896
	27,500	Community Health Systems, Inc. (a)(b)		1,039,225
	25,600	Covance, Inc. (a)		1,148,672
	21,400	Express Scripts, Inc. (a)(b)		1,069,572
	46,500	LCA—Vision, Inc.		2,253,390
	33,200	LifePoint Hospitals, Inc. (a)(b)		1,677,264
	37,000	Psychiatric Solutions, Inc. (a)		1,802,270
	18,400	Sierra Health Services (a)(b)		1,314,864

				17,263,852

		Hotels Restaurants & Leisure — 6.09%
	32,000	Boyd Gaming Corp. (b)		1,636,160
	5,585	Ctrip.com International Ltd — ADR		284,165
	19,100	Four Seasons Hotels, Inc.		1,262,510

See notes to financial statements.

AssetMark Small/Mid Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Number of			Market
Shares			Value
		COMMON STOCKS (Continued)
		Hotels Restaurants & Leisure (Continued)
	14,200	Harrah’s Entertainment, Inc.	$	1,023,394
	13,500	PF Chang’s China Bistro, Inc. (a)(b)		796,230
	96,000	Pinnacle Entertainment, Inc. (a)		1,877,760
	15,700	Station Casinos, Inc.		1,042,480
	23,700	Wynn Resorts Ltd (a)(b)		1,120,299

				9,042,998

		Household Durables — 0.55%
	10,000	Harman International Industries, Inc.		813,600

		Household Products — 1.07%
	32,400	Central Garden and Pet Co. (a)		1,591,488

		Insurance — 0.47%
	30,902	Universal American Financial Corp. (a)(b)		699,003

		Internet & Catalog Retail — 4.30%
	55,800	Amazon.Com, Inc. (a)(b)		1,845,864
	137,700	eBay, Inc. (a)(b)		4,545,477

				6,391,341

		Internet Software & Services — 6.14%
	36,800	Digital Insight Corp. (a)(b)		880,256
	58,600	VeriSign, Inc. (a)(b)		1,685,336
	13,500	Websense, Inc. (a)		648,675
	170,600	Yahoo!, Inc. (a)(b)		5,911,290

				9,125,557

		IT Services — 5.73%
	38,800	Alliance Data Systems Corp. (a)(b)		1,573,728
	42,000	Anteon International Corp. (a)(b)		1,916,040
	25,100	CheckFree Corp. (a)(b)		854,906
	33,500	Cognizant Technology Solutions Corp. (a)(b)		1,578,855
	54,000	Paychex, Inc.		1,757,160
	24,200	SRA International, Inc. — Class A (a)(b)		840,224

				8,520,913

		Leisure Equipment & Products — 1.40%
	121,800	Oakley, Inc.		2,074,254

		Machinery — 1.73%
	25,500	ESCO Technologies, Inc. (a)		2,570,400

		Media — 0.51%
	17,900	Lamar Advertising Co. (a)		765,583


Number of			Market
Shares			Value
		Oil & Gas — 1.79%
	35,200	Arch Coal, Inc. (b)	$	1,917,344
	21,600	Cabot Oil & Gas Corp.		749,520

				2,666,864

		Pharmaceuticals — 0.25%
	21,900	Nektar Therapeutics (a)(b)		368,796

		Semiconductor & Semiconductor Equipment — 9.00%
	67,600	ATMI, Inc. (a)		1,961,076

	31,700	Broadcom Corp. (a)(b)		1,125,667
	24,000	Diodes, Inc. (a)		748,800

	30,500	Marvell Technology Group Ltd. (a)(b)		1,160,220
	59,800	Maxim Integrated Products, Inc. (b)		2,284,958
	40,000	MEMC Electronic Materials, Inc. (a)		630,800
	66,300	Microsemi Corp. (a)(b)		1,246,440
	85,100	Teradyne, Inc. (a)		1,018,647
	24,400	Varian Semiconductor Equipment Associates, Inc. (a)(b)		902,800
	89,800	Xilinx, Inc. (b)		2,289,900

				13,369,308

		Software — 4.22%
	27,300	Hyperion Solutions Corp. (a)(b)		1,098,552
	37,700	NAVTEQ Corp. (a)(b)		1,401,686
	104,200	Opsware, Inc. (a)		533,504
	67,000	Red Hat, Inc. (a)(b)		877,700
	115,100	Salesforce.com, Inc. (a)(b)		2,357,248

				6,268,690

		Specialty Retail — 2.67%
	36,000	Aaron Rents, Inc.		896,040

	24,890	Chico’s FAS, Inc. (a)(b)		853,229
	29,000	Hibbett Sporting Goods, Inc. (a)(b)		1,097,360
	19,900	Urban Outfitters, Inc. (a)		1,128,131

				3,974,760

		Surgical And Medical Instruments And Apparatus — 0.84%
	32,600	Foxhollow Technologies, Inc. (a)(b)		1,247,602

		Total Common Stocks (Cost $130,558,084)		143,437,483

See notes to financial statements.

AssetMark Small/Mid Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Number of			Market
Shares			Value
		SHORT TERM INVESTMENTS - 2.38%
		Money Market Funds - 2.38%
	3,533,235	Federated Prime Obligations Fund	$	3,533,235

		Total Short-Term Investments (Cost $3,533,235)		3,533,235


Principal
Amount
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 35.88%
		CERTIFICATES OF DEPOSIT - 2.52%
$	1,874,969	Concord Bank, N.A., 3.19%, 07/13/05 (c)	1,874,969
	937,484	Natexis Banque, 3.52% 07/12/05 (d)	937,153
	937,484	Natexis Banque, 3.36%10/31/05	937,484

		Total Certificates of Deposit (Cost $3,749,606)	3,749,606

		COMMERCIAL PAPER - 13.82%
	2,187,463	Antalis U.S. Funding Corp., 3.25% 07/01/05 (c) (d)	2,186,081
	624,990	CCN Bluegrass, 3.33% 05/18/06 (c)	624,990
	1,249,979	CCN Independence IV LLC, 3.29% 4/17/06 (c)	1,249,979
	1,999,966	CCN Orchard Park, 3.35% 04/06/06 (c)	1,999,966
	562,491	Concord Minutemen Capital Co., 3.13% 07/06/05 (c)	562,491
	1,249,979	Laguna Corp., 3.10% 07/05/05 (c)(d)	1,246,224
	2,312,461	Lakeside Funding LLC, 3.22% 07/08/05 (c)	2,312,461
	499,991	Leafs LLC, 3.26% 01/20/06 (c)	499,991
	1,687,472	Leafs LLC, 3.26% 04/20/06 (c)	1,687,472
	624,990	Liquid Funding Ltd., 3.19% 12/12/05 (c) (d)	624,938
	1,874,969	MBNA Corp., 3.17% 07/28/05 (c) (d)	1,863,320
	749,987	Morgan Stanley, 3.51% 09/02/05	749,987
	624,990	Morgan Stanley, 3.51% 09/07/05	624,990
	312,495	Morgan Stanley, 3.51% 09/09/05	312,495
	1,562,474	RAMS Funding LLC, 3.23% 07/14/05 (c) (d)	1,558,281
	1,874,969	Thornburg Mortgage Capital LLC, 3.09%, 07/01/05 (c) (d)	1,870,316
	562,491	Thornburg Mortgage Capital LLC, 3.13%, 07/06/05 (c) (d)	561,028

		Total Commercial Paper (Cost $20,535,010)	20,535,010

		CORPORATE BONDS AND NOTES - 2.15%
	624,990	Bayerische Landesbank, 3.32%, 11/23/05	624,990
	1,249,979	Liquid Funding Ltd., 3.20%, 05/15/06 (c) (d)	1,249,854
	749,987	Metlife Global, 3.39%, 04/28/08	749,987
	562,491	Northlake, 3.44%, 09/06/05 (c)	562,491

		Total Corporate Bonds and Notes (Cost $3,187,322)	3,187,322

		CORPORATE PAYDOWN SECURITY - 1.15%
	624,990	Duke Funding, 5.06%, 04/08/06 (c)	624,990
	538,555	REMAC, 1.87%, 03/12/2025 (c)	538,555
	538,555	REMAC, 2.16%, 03/12/2025 (c)	538,555

		Total Corporate Paydown Security (Cost $1,702,100)	1,702,100


Number of
Shares
		MUTUAL FUND - 0.00%
	52	Merrill Lynch Premier Institutional Fund	52

		Total Mutual Fund (Cost $52)	52


Principal
Amount
		REPURCHASE AGREEMENTS - 16.24%
$	3,124,948	Citibank Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)	3,124,948
	624,990	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	624,990
	624,990	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	624,990

See notes to financial statements.

AssetMark Small/Mid Cap Growth Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		REPURCHASE AGREEMENTS (Continued)
$	1,249,979	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	$	1,249,979
	1,062,482	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		1,062,482
	249,996	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		249,996
	4,374,927	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		4,374,927
	624,990	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		624,990
	3,187,447	Lehman Brothers Repurchase Agreement, 03.56%, 7/01/05 (Collateralized by Corporate Bonds)		3,187,447
	6,249,895	Merrill Lynch Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)		6,249,895
	749,987	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)		749,987
$	1,999,966	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)		1,999,966

		Total Repurchase Agreements (Cost $24,124,597)		24,124,597

		Total Investments Purchased as Securities Lending Collateral (Cost $53,298,687)		53,298,687

		Total Investments - 134.80% (Cost $187,390,006)		200,269,405

		Liabilities in Excess of Other Assets - (34.80)%		(51,698,144	)

		Total Net Assets - 100.00%	$	148,571,261

Percentages are stated as a percent of net assets.

ADR - American Depository Receipt


(a)		Non income producing.

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

(c)		Restricted under Rule 144a of the Securities Act of 1933.

(d)		Variable rate security. The rate shown is the rate in effect on June 30, 2005.

See notes to financial statements.

AssetMark Small/Mid Cap Value Fund

PERFORMANCE DATA

TOTAL RETURN BASED ON A $10,000 INVESTMENT

RUSSELL 2500 VALUE INDEX – An unmanaged index which measures the performance of those Russell 2500 Index companies with lower price-to-book ratios and lower forecasted growth values. The Russell 2500 Index is an unmanaged index which measures the performance of the 2,500 smallest companies in the Russell 3000 Index. The Russell 3000 Index is an unmanaged index which measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market.

RUSSELL MID-CAP VALUE INDEX – Measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The stocks are also members of the Russell 1000 Value index.

LIPPER SMALL-CAP VALUE FUNDS INDEX – An unmanaged index which measures the composite performance of the 30 largest “small-cap value” mutual funds, as categorized by Lipper Inc.

LIPPER MID-CAP VALUE FUNDS INDEX – Funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) of less than 300% of the dollar-weighted median market capitalization of the S&P Mid-Cap 400 Index. Mid-Cap Value funds seek long-term growth of capital by investing in companies that are considered to be undervalued relative to a major unmanaged stock index based on price-to-current earnings, book value, asset value, or other factors. These funds will normally have a below-average price-to-earnings ratio, price-to-book ratio, and three-year earnings growth figure, compared to the U.S. diversified mid-cap funds universe average

AVERAGE ANNUAL TOTAL RETURN (for the periods ended June 30, 2005)


	One Year			Three Year			Since Inception (6/29/01)
AssetMark Small/Mid Cap Value Fund		10.56	%		12.09	%		9.34	%
Russell 2500 Value Index		17.44	%		16.06	%		13.62	%
Russell Mid-Cap Value Index		21.80	%		16.55	%		12.70	%
Lipper Small-Cap Value Funds Index		13.52	%		15.64	%		12.90	%
Lipper Mid-Cap Value Funds Index		13.37	%		14.40	%		9.92	%

AssetMark Small/Mid Cap Value Fund

SCHEDULE OF INVESTMENTS
June 30, 2005


Number of			Market
Shares			Value
		COMMON STOCKS - 94.66%
		Aerospace & Defense - 2.72%
	33,700	Esterline Technologies Corp. (a)	$	1,350,696
	29,800	Goodrich Corp. (b)		1,220,608
	31,625	Moog, Inc. (a)		995,871

				3,567,175

		Automobiles - 0.99%
	41,400	Thor Industries, Inc. (b)		1,301,202

		Building Products - 0.83%
	33,200	NCI Building Systems, Inc. (a)(b)		1,088,960

		Capital Markets - 5.82%
	140,000	E*Trade Financial Corp. (a)		1,958,600
	80,700	Janus Capital Group, Inc. (b)		1,213,728
	53,300	Northern Trust Corp.		2,429,947
	26,800	Nuveen Investments, Inc.		1,008,216
	55,100	Waddell & Reed Financial, Inc.		1,019,350

				7,629,841

		Chemicals - 4.39%
	58,400	Airgas, Inc. (b)		1,440,728
	16,000	Cytec Industries, Inc.		636,800
	23,700	International Flavors & Fragrances, Inc. (b)		858,414
	31,000	Lyondell Chemical Co. (b)		819,020
	54,400	Methanex Corp.		895,968
	45,000	OM Group, Inc. (a)		1,111,050

				5,761,980

		Commercial Banks - 4.50%
	30,100	First Horizon National Corp. (b)		1,270,220
	19,400	Greater Bay BanCorp.		511,578
	48,150	North Fork Bancorporation, Inc.		1,352,533
	12,500	Popular, Inc.		314,875
	39,000	Sky Financial Group, Inc.		1,099,020
	45,197	Td Banknorth, Inc. (b)		1,346,871

				5,895,097

		Commercial Services & Supplies - 9.32%
	55,000	Aramark Corp. (b)		1,452,000
	44,000	Brady Corp. (b)		1,364,000
	31,250	DeVry, Inc. (a)(b)		621,875
	14,175	Dun & Bradstreet Corp. (a)		873,889
	41,850	Equifax, Inc.		1,494,463
	46,050	Herman Miller, Inc. (b)		1,420,182
	29,300	Manpower, Inc.		1,165,554
	41,675	Pitney Bowes, Inc.		1,814,946
	64,800	The ServiceMaster Co.		868,320
	82,750	Steelcase, Inc.		1,146,088

				12,221,317

		Communications Equipment - 1.91%
	108,300	Andrew Corp. (a)(b)		1,381,908
	129,200	Arris Group, Inc. (a)(b)		1,125,332

				2,507,240

		Computers & Peripherals - 0.68%
	33,300	UNOVA, Inc. (a)(b)		886,779

		Construction & Engineering - 0.66%
	23,300	URS Corp. (a)(b)		870,255

		Diversified Financial Services - 1.05%
	36,050	Brascan Corp.		1,375,668

		Electrical Equipment - 0.70%
	35,500	Acuity Brands, Inc.		911,995

		Electronic Equipment & Instruments - 2.34%
	25,500	Amphenol Corp.		1,024,335
	30,250	Anixter International, Inc. (a)(b)		1,124,392
	16,100	CDW Corp.		919,149

				3,067,876

		Energy Equipment & Services - 0.72%
	36,900	Pride International, Inc. (a)		948,330

		Food Products - 1.52%
	28,500	The JM Smucker Co. (b)		1,337,790
	16,000	Ralcorp Holdings, Inc. (a)		658,400

				1,996,190

		Gas Utilities - 2.60%
	10,100	Equitable Resources, Inc.		686,800
	22,000	Questar Corp.		1,449,800
	52,100	Southern Union Co. (a)(b)		1,279,055

				3,415,655

		Health Care Equipment & Supplies - 4.46%
	24,068	Fisher Scientific International (a)		1,562,013
	29,050	Invacare Corp.		1,288,658
	19,900	Millipore Corp. (a)		1,128,927
	26,200	PerkinElmer, Inc.		495,180
	36,400	Sybron Dental Specialties, Inc. (a)(b)		1,369,368

				5,844,146

		Health Care Providers & Services - 5.17%
	30,500	Apria Healthcare Group, Inc. (a)		1,056,520
	130,350	IMS Health, Inc.		3,228,769

See notes to financial statements.

AssetMark Small/Mid Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Number of				Market
Shares				Value
		COMMON STOCKS (Continued)
		Health Care Providers & Services (Continued)
	58,650	Omnicare, Inc. (b)		$	2,488,520

					6,773,809

		Hotels Restaurants & Leisure - 2.54%
	56,100	Intercontinental Hotels Group Plc — ADR (b)			709,665
	23,100	Royal Caribbean Cruises Ltd. (b)			1,117,116
	58,200	Ruby Tuesday, Inc. (b)			1,507,380

					3,334,161

		Household Durables - 4.57%
	50,900	American Greetings (b)			1,348,850
	25,625	The Black & Decker Corp. (b)			2,302,406
	20,500	Mohawk Industries, Inc. (a)(b)			1,691,250
	14,400	The Stanley Works			655,776

					5,998,282

		Household Products - 1.70%
	35,850	Energizer Holdings, Inc. (a)			2,228,795

		Industrial Conglomerates - 1.13%
	21,550	Carlisle Cos, Inc.			1,478,977

		Insurance - 11.26%
	50,200	AMBAC Financial Group, Inc. (b)			3,501,952
	27,400	Assurant, Inc. (b)			989,140
	9,000	Everest Re Group Ltd.			837,000
	54,250	HCC Insurance Holdings, Inc. (b)			2,054,447
	7,035	Markel Corp. (a)(b)			2,384,865
	49,000	MBIA, Inc. (b)			2,906,190
	27,000	Protective Life Corp.			1,139,940
	20,300	Reinsurance Group Of America (b)			944,153

					14,757,687

		IT Services - 2.40%
	17,175	Certegy, Inc.			656,429
	128,900	CGI Group, Inc. (a)			777,267
	64,400	Hewitt Associates, Inc. (a)			1,707,244

					3,140,940

		Leisure Equipment & Products - 1.80%
	59,025	Hasbro, Inc. (b)			1,227,130
	62,200	Mattel, Inc. (b)			1,138,260

					2,365,390

		Machinery - 3.63%
	28,100	Briggs & Stratton Corp. (b)			972,822
	48,812	IDEX Corp.			1,884,631
	29,700	Kaydon Corp. (b)			827,145
	6,000	Oshkosh Truck Corp.			469,680
	18,200	Watts Water Technologies, Inc.			609,518

					4,763,796

		Media - 6.66%
	24,500	Harte-Hanks, Inc.			728,385
	93,310	Interpublic Group of Companies, Inc.(a)(b)			1,136,516
	14,500	Knight-Ridder, Inc.			889,430
	35,700	Lee Enterprises, Inc. (b)			1,431,213
	20,965	McClatchy Co. (b)			1,371,950
	56,500	Radio One, Inc.(a)(b)			721,505
	66,150	Valassis Communications, Inc. (a)(b)			2,450,857

					8,729,856

		Multiline Retail -2.04%
	50,900	Dollar Tree Stores, Inc. (a)(b)			1,221,600
	45,900	Tuesday Morning Corp.			1,446,768

					2,668,368

		Multi-Utilities & Unregulated Power - 0.54%
	42,100	Transalta Corp. (a) CAD	CAD		701,982

		Pharmaceuticals — 0.71%
	59,600	Impax Laboratories, Inc. (a)(b)		$	935,720

		Real Estate - 1.00%
	16,100	The St Joe Co. (b)			1,312,794

		Road & Rail - 1.03%
	31,600	CSX Corp.			1,348,056

		Software - 0.98%
	24,600	Amdocs Ltd (a)(b)			650,178
	55,100	RSA Security, Inc. (a)			632,548

					1,282,726

		Specialty Retail - 2.29%
	28,700	AnnTaylor Stores Corp. (a)			696,836
	65,100	Claire’s Stores, Inc.			1,565,655
	24,700	United Auto Group, Inc.			736,060

					2,998,551

		TOTAL COMMON STOCKS (Cost $107,905,518)			124,109,596

See notes to financial statements.

AssetMark Small/Mid Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Number of			Market
Shares			Value
		SHORT TERM INVESTMENTS - 5.50%
		Money Market Funds - 5.50%
	7,205,320	Federated Prime Obligations Fund	$	7,205,320
		Total Short-Term Investments (Cost $7,205,320)		7,205,320


Principal
Amount
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 33.57% CERTIFICATES OF DEPOSIT - 2.36%
$	1,548,242	Concord Bank, N.A., 3.19% 07/13/05 (c)	1,548,242
	774,121	Natexis Banque, 3.52% 07/12/05 (d)	773,848
	774,121	Natexis Banque, 3.36% 10/31/05	774,121

		Total Certificates of Deposit (Cost $3,096,211)	3,096,211

		COMMERCIAL PAPER - 12.93%
	1,806,282	Antalis U.S. Funding Corp., 3.25%,07/01/05 (c) (d)	1,805,141
	516,080	CCN Bluegrass, 3.33%, 05/18/06 (c)	516,080
	1,032,161	CCN Independence IV LLC, 3.29%, 4/17/06 (c)	1,032,161
	1,651,458	CCN Orchard Park, 3.25%, 04/06/06 (c)	1,651,458
	464,473	Concord Minutemen Capital Co., 3.13%, 07/06/05 (c)	464,473
	1,032,161	Laguna Corp., 3.10%, 07/05/05 (c) (d)	1,029,060
	1,909,498	Lakeside Funding LLC, 3.22%, 07/08/05 (c)	1,909,498
	412,864	Leafs LLC, 3.26%,01/20/06 (c)	412,864
	1,393,418	Leafs LLC, 3.26%,04/20/06 (c)	1,393,418
	516,080	Liquid Funding Ltd., 3.19%,12/12/05 (c) (d)	516,039

	1,548,242	MBNA Corp., 3.17%, 07/28/05 (c) (d)	1,538,623

	619,297	Morgan Stanley, 3.51%, 09/02/05	619,297
	516,080	Morgan Stanley, 3.51%, 09/07/05	516,080
	258,040	Morgan Stanley, 3.52%, 09/09/05	258,040
	1,290,201	RAMS Funding LLC, 3.23%, 07/14/05 (c) (d)	1,286,739
$	1,548,242	Thornburg Mortgage Capital LLC, 3.09%, 07/01/05 (c) (d)	1,544,400
	464,473	Thornburg Mortgage Capital LLC, 3.13%, 07/06/05 (c) (d)	463,265

		Total Commercial Paper (Cost $16,956,636)	16,956,636

		CORPORATE BONDS AND NOTES - 2.01%
	516,080	Bayerische Landesbank, 3.32%, 11/23/05	516,080
	1,032,161	Liquid Funding Ltd., 3.20%, 05/15/06 (c) (d)	1,032,059
	619,297	Metlife Global, 3.39%, 04/28/08	619,297
	464,473	Northlake, 3.44%, 09/06/05 (c)	464,473

		Total Corporate Bonds and Notes (Cost $2,631,909)	2,631,909

		CORPORATE PAYDOWN SECURITY - 1.07%
	516,080	Duke Funding, 5.06%, 04/08/06 (c)	516,080
	444,709	REMAC, 1.87%, 03/12/2025 (c)	444,709
	444,709	REMAC, 2.16%, 03/12/2025 (c)	444,709

		Total Corporate Paydown Security (Cost $1,405,498)	1,405,498


Number of
Shares
		MUTUAL FUND - 0.00%
	42	Merrill Lynch Premier Institutional Fund	42

		Total Mutual Fund (Cost $42)	42


Principal
Amount
		REPURCHASE AGREEMENTS - 15.20%
$	2,580,403	Citibank Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)	2,580,403
	516,080	CS First Boston Repurchase Agreement, 03.50% 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	516,080
	516,080	CS First Boston Repurchase Agreement, 03.50% 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	516,080

See notes to financial statements.

AssetMark Small/Mid Cap Value Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		REPURCHASE AGREEMENTS (Continued)
$	1,032,161	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	$	1,032,161
	877,337	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		877,337
	206,432	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		206,432
	3,612,564	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		3,612,564
	516,080	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		516,080
	2,632,011	Lehman Brothers Repurchase Agreement, 03.56%, 7/01/05 (Collateralized by Corporate Bonds)		2,632,011
	5,160,806	Merrill Lynch Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)		5,160,806
	619,297	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)		619,297
	1,651,458	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)		1,651,458

		Total Repurchase Agreements (Cost $19,920,709)		19,920,709

		Total Investments Purchased as Securities Lending Collateral (Cost $44,011,005)		44,011,005

		Total Investments — 133.73% (Cost $159,121,843)		175,325,921

		Liabilities in Excess of Other Assets — (33.73)%		(44,222,296	)

		Total Net Assets — 100.00%	$	131,103,625


Percentages are stated as a percent of net assets.

ADR — American Depository Receipt

(a)		Non income producing.

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

(c)		Restricted under Rule 144a of the Securities Act of 1933.

(d)		Variable rate security. The rate shown is the rate in effect on June 30, 2005.

See notes to financial statements.

AssetMark International Equity Fund

PERFORMANCE DATA

TOTAL RETURN BASED ON A $10,000 INVESTMENT

MORGAN STANLEY CAPITAL INTERNATIONAL EAFE INDEX — An unmanaged market-capitalization-weighted index composed of companies representative of the market structure of 20 Developed Market countries in Europe, Australia, Asia and the Far East.

LIPPER INTERNATIONAL FUNDS INDEX — An unmanaged index which measures the composite performance of the 30 largest “international” mutual funds, as categorized by Lipper Inc.

AVERAGE ANNUAL TOTAL RETURN (for the periods ended June 30, 2005)


	One Year			Three Year			Since Inception (6/29/01)
AssetMark International Equity Fund		14.37	%		10.29	%		4.71	%
Morgan Stanley Capital International EAFE Index		14.13	%		12.51	%		6.64	%
Lipper International Funds Index		13.45	%		11.16	%		6.23	%

AssetMark International Equity Fund

SCHEDULE OF INVESTMENTS
June 30, 2005


Number of			Market
Shares			Value
		COMMON STOCKS — 95.30%
		Australia — 3.01%
	163,900	BHP Billiton Ltd. — ADR (b)	$	4,474,470
	267,000	Newcrest Mng Ltd — ADR (b)		3,537,189
	128,100	Santos Limited — ADR		4,405,359

				12,417,018

		Austria — 3.87%
	115,634	Boehler-Uddeholm AG — ADR (b)		5,099,968
	142,500	Erste Bank der Oesterreichischen Sparkassen AG — ADR		3,568,542
	787,300	Wienerberger Baustoffinustrie — ADR (b)		7,314,490

				15,983,000

		Belgium — 1.91%
	283,440	Fortis Nl — ADR (b)		7,875,239

		Brazil — 0.64%
	50,900	Petroleo Brasileiro SA — ADR (b)		2,653,417

		Canada — 1.98%
	95,900	Cameco Corp. (b)		4,291,525
	67,700	Canadian National Railway Co.		3,902,905

				8,194,430

		China — 0.47%
	50,100	China Petroleum & Chemical Corp. — ADR		1,954,902

		Finland — 0.96%
	238,700	Nokia OYJ — ADR (b)		3,971,968

		France — 13.87%
	393,800	AXA — ADR (b)		9,809,558
	186,300	BNP Paribas — ADR		6,394,189
	115,100	Dassault Systemes SA — ADR (b)		5,591,547
	232,350	Pernod-Ricard — ADR (b)		9,282,754
	123,600	Sanofi-Aventis — ADR		5,066,364
	106,600	Total SA — ADR (b)		12,456,210
	277,200	Vivendi Universal SA — ADR		8,684,676

				57,285,298

		Germany — 9.16%
	213,100	Bayerische Hypo-und Vereinsbank AG — ADR (a)(b)		5,546,801
	99,300	Deutsche Bank AG (b)		7,735,470
	157,300	Deutsche Telekom AG — ADR (b)		2,897,466
	110,200	Prosiebensat 1 Media Ag — ADR (b)		3,834,180
	14,200	Puma AG Rudolf Dassler Sport — ADR		3,519,055
	63,490	Rwe Ag — ADR		4,104,559
	140,000	Siemens AG — ADR (b)		10,171,000

				37,808,531

		Greece — 1.08%
	666,480	Alpha Bank AE — ADR (b)		4,445,888

		Hong Kong — 5.99%
	1,200,000	Bank of East Asia Ltd — ADR		3,542,880
	21,800	China Gas Holdings Ltd — ADR (a)(b)		1,893,018
	124,200	China Mobile Hong Kong Ltd. — ADR (b)		2,308,878
	639,000	Hang Lung Properties Ltd — ADR		4,706,235
	257,400	Jardine Matheson Holdings Ltd — ADR		4,555,980
	806,000	Sino Land Co. — ADR (b)		4,303,073
	301,800	Television Broadcasts Ltd — ADR (b)		3,408,861

				24,718,925

		India — 1.20%
	87,900	Satyam Computer Services Ltd — ADR		2,285,400
	275,600	Tata Mtrs Ltd — ADR (b)		2,667,808

				4,953,208

		Israel — 1.25%
	130,000	RADWARE Ltd (a)		2,350,400
	90,400	Teva Pharmaceutical Industries, Ltd. ADR — ADR (b)		2,815,056

				5,165,456

		Italy — 2.23%
	63,100	ENI SpA — ADR (b)		8,089,420
	54,300	Luxottica Group SpA — ADR		1,118,037

				9,207,457

		Japan — 18.02%
	325,630	Arisawa Manufacturing Co Ltd — ADR		4,466,732
	77,800	Bank Fukuoka Ltd — ADR		4,612,817
	168,700	Canon, Inc. — ADR (b)		8,878,681
	748,800	Mitsubishi Tokyo Financial Group, Inc. — ADR		6,349,824
	157,700	Mitsubishi Corp. — ADR		4,292,247
	184,100	Nidec Corp. — ADR (b)		4,915,470
	70,700	Nippon Yusen Kabushiki Kaisha — ADR		4,070,623

See notes to financial statements.

AssetMark International Equity Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Number of				Market
Shares				Value
		COMMON STOCKS (Continued)
		Japan (Continued)
	220,800	Nomura Holdings, Inc. — ADR		$	2,638,560
	437,900	NTT DoCoMo, Inc. — ADR			6,485,299
	76,000	ORIX Corp. — ADR			5,719,760
	286,600	Seiko Epson Corp Suwa — ADR			4,814,880
	341,300	Shinsei Bank Ltd — ADR (b)			3,683,719
	44,800	Shizuoka Bk Ltd — ADR			3,852,939
	134,578	Toyota Motor Corp. — ADR (b)			9,620,981

					74,402,532

		Mexico — 2.32%
	167,100	Cemex S.A. de C.V. — ADR			7,088,382
	61,700	Wal Mart De Mexico Sa De Cv — ADR			2,503,391

					9,591,773

		Netherlands — 1.38%
	442,100	Aegon NV — ADR (b)			5,689,827

		Russia — 0.47%
	57,900	Mobile Telesystems — ADR			1,948,335

		Russian Federation — 0.42%
	46,900	LUKOIL — ADR			1,724,982

		South Korea — 0.91%
	43,700	Kookmin Bank — ADR (b)			1,991,846
	77,600	Lg Philip Lcd Co Ltd — ADR (a)(b)			1,773,936

					3,765,782

		Spain — 2.05%
	319,400	Banco Bilbao Vizcaya Argentaria SA — ADR			4,905,984
	73,008	Telefonica SA — ADR			3,570,091

					8,476,075

		Sweden — 2.22%	��
	100,800	Sandvik Ab — ADR (b)			3,749,851
	528,400	SKF AB — ADR (b)			5,413,299

					9,163,150

		Switzerland — 4.73%
	69,000	Credit Suisse Group — ADR (b)			2,700,660
	95,300	Novartis AG — ADR			4,521,032
	90,300	Roche Holding AG — ADR (b)			5,716,442
	107,440	Swiss Reinsurance — ADR			6,608,591

					19,546,725

		Taiwan — 0.54%
	246,318	Taiwan Semiconductor Manufacturing Co., Ltd. — ADR (b)			2,246,424

		United Kingdom — 12.96%
	154,700	Anglo American PLC — ADR (b)			3,635,450
	140,800	AstraZeneca Plc — ADR (b)			5,809,408
	361,200	Baa Plc — ADR (b)			4,014,052
	92,400	Cadbury Schweppes PLC — ADR (b)			3,541,692
	149,300	Diageo PLC ADR — ADR (b)			8,853,490
	287,800	Prudential PLC (b)			5,168,888
	36,300	Rio Tinto PLC — ADR			4,425,696
	71,300	Smith & Nephew PLC — ADR (b)			3,522,933
	517,400	Tesco PLC — ADR (b)			8,868,339
	234,500	Vodafone Group PLC — ADR (b)			5,703,040

					53,542,988

		United States — 1.66%
	141,500	Royal Caribbean Cruises Ltd. (b)			6,842,940

		Total Common Stocks (Cost $358,222,434)			393,576,270

		PREFERRED STOCKS — 0.42%
		Brazil — 0.42%
	104,600	Tele Norte Leste Participacoes SA — ADR (b)			1,741,590

		Total Preferred Stocks (Cost $1,371,307)			1,741,590

		SHORT TERM INVESTMENTS — 5.47%
		Money Market Funds — 5.47%
	22,580,947	Federated Prime Obligations Fund			22,580,947

		Total Short-Term Investments (Cost $22,580,947)			22,580,947


Principal
Amount
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL — 30.36%
		CERTIFICATES OF DEPOSIT — 2.16%
$	4,407,288	Concord Bank, N.A., 3.19%, 07/13/05 (c)	4,407,288
	2,203,644	Natexis Banque, 3.52%, 07/12/05 (d)	2,202,866

See notes to financial statements.

AssetMark International Equity Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		CERTIFICATES OF DEPOSIT (Continued)
$	2,203,644	Natexis Banque, 3.36%, 10/31/05	$	2,203,644

		Total Certificates of Deposit (Cost $8,813,798)		8,813,798

		COMMERCIAL PAPER — 11.69%
	5,141,835	Antalis U.S. Funding Corp., 3.25%, 07/01/05 (c) (d)		5,138,586
	1,469,096	CCN Bluegrass, 3.33%, 05/18/06 (c)		1,469,096
	2,938,192	CCN Independence IV LLC, 3.29%, 4/17/06 (c)		2,938,192
	4,701,107	CCN Orchard Park, 3.25%, 04/06/06 (c)		4,701,107
	1,322,186	Concord Minutemen Capital Co., 3.13%, 07/06/05 (c)		1,322,186
	2,938,192	Laguna Corp., 3.10%, 07/05/05 (c) (d)		2,929,365
	5,435,655	Lakeside Funding LLC, 3.22%, 07/08/05 (c)		5,435,655
	1,175,277	Leafs LLC, 3.26%, 01/20/06 (c)		1,175,277
	3,966,558	Leafs LLC, 3.26%, 04/20/06 (c)		3,966,558
	1,469,096	Liquid Funding Ltd., 3.19%, 12/12/05 (c) (d)		1,468,976
	4,407,288	MBNA Corp., 3.17%, 07/28/05 (c) (d)		4,379,907
	1,762,915	Morgan Stanley, 3.51%, 09/02/05		1,762,915
	1,469,096	Morgan Stanley, 3.51%, 09/07/05		1,469,096
	734,547	Morgan Stanley, 3.52%, 09/09/05		734,547
	3,672,740	RAMS Funding LLC, 3.23%, 07/14/05 (c) (d)		3,662,884
	4,407,288	Thornburg Mortgage Capital LLC, 3.09%, 07/01/05 (c) (d)		4,396,353
	1,322,186	Thornburg Mortgage Capital LLC, 3.13%, 07/06/05 (c) (d)		1,318,749

		Total Commercial Paper (Cost $48,269,449)		48,269,449

		CORPORATE BONDS AND NOTES — 1.81%
	1,469,096	Bayerische Landesbank, 3.32%, 11/23/05		1,469,096
	2,938,192	Liquid Funding Ltd., 3.20%, 05/15/06 (c) (d)		2,937,898
	1,762,915	Metlife Global, 3.39%, 04/28/08		1,762,915
	1,322,186	Northlake, 3.44%, 09/06/05 (c)		1,322,186

		Total Corporate Bonds and Notes (Cost $7,492,095)		7,492,095

		CORPORATE PAYDOWN SECURITY — 0.97%
	1,469,096	Duke Funding, 5.06%, 04/08/06 (c)		1,469,096
	1,265,923	REMAC, 1.87%, 03/12/2025 (c)		1,265,923
	1,265,923	REMAC, 2.16%, 03/12/2025 (c)		1,265,923

		Total Corporate Paydown Security (Cost $4,000,942)		4,000,942


Number of
Shares
		MUTUAL FUND — 0.00%
	123	Merrill Lynch Premier Institutional Fund	123

		Total Mutual Fund (Cost $123)	123


Principal
Amount
		REPURCHASE AGREEMENTS — 13.73%
$	7,345,478	Citibank Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)	7,345,478
	1,469,096	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	1,469,096
	1,469,096	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	1,469,096
	2,938,192	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	2,938,192
	2,497,463	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	2,497,463
	587,638	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	587,638
	10,283,670	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	10,283,670

See notes to financial statements.

AssetMark International Equity Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		REPURCHASE AGREEMENTS (Continued)
$	1,469,096	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)	$	1,469,096
	7,492,389	Lehman Brothers Repurchase Agreement, 03.56%, 7/01/05 (Collateralized by Corporate Bonds)		7,492,389
	14,690,958	Merrill Lynch Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)		14,690,958
	1,762,915	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)		1,762,915
	4,701,107	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)		4,701,107

		Total Repurchase Agreements (Cost $56,707,098)		56,707,098

		Total Investments Purchased as Securities Lending Collateral (Cost $125,283,505)		125,283,505

		Total Investments — 131.55% (Cost $507,458,193)		543,182,312

		Liabilities in Excess of Other Assets — (31.55)%		(130,196,741	)

		Total Net Assets — 100.00%	$	412,985,571


Percentages are stated as a percent of net assets.

ADR — American Depository Receipt

(a)		Non income producing.

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

(c)		Restricted under Rule 144a of the Securities Act of 1933.

(d)		Variable rate security. The rate shown is the rate in effect on June 30, 2005.

See notes to financial statements.

AssetMark Real Estate Securities Fund

PERFORMANCE DATA

TOTAL RETURN BASED ON A $10,000 INVESTMENT

WILSHIRE REIT INDEX — An unmanaged index considered representative of U.S. publicly traded Real Estate Investment Trusts.

LIPPER REAL ESTATE FUNDS INDEX — An unmanaged index which measures the composite performance of the 30 largest “real estate” mutual funds, as categorized by Lipper Inc.

AVERAGE ANNUAL TOTAL RETURN (for the periods ended June 30, 2005)


	One Year			Three Year			Since Inception (6/29/01)
AssetMark Real Estate Securities Fund		33.22	%		20.18	%		18.75	%
Wilshire REIT Index		34.22	%		20.98	%		19.73	%
Lipper Real Estate Funds Index		32.57	%		20.80	%		19.22	%

AssetMark Real Estate Securities Fund

SCHEDULE OF INVESTMENTS
June 30, 2005


Number of			Market
Shares			Value
		COMMON STOCKS — 2.94%
		Hotels & Motels — 1.92%
	36,000	Hilton Hotels Corp.	$	858,600
	10,000	Starwood Hotels & Resorts Worldwide, Inc. (a)		585,700

				1,444,300

		Real Estate Operations/Development — 1.02%
	26,500	Brookfield Properties Co.		763,200

		Total Common Stocks (Cost $1,788,423)		2,207,500

		REAL ESTATE INVESTMENT TRUSTS — 94.06%
		REAL ESTATE INVESTMENT TRUSTS, COMMON STOCKS- 91.52%
		Apartments — 19.05%
	13,000	Apartment Investment & Management Co. (a)		531,960
	64,257	Archstone-Smith Trust (a)		2,481,605
	40,280	AvalonBay Communities, Inc.		3,254,624
	17,887	BRE Properties (a)		748,571
	26,554	Camden Property Trust		1,427,277
	21,000	Education Rlty Tr, Inc.		384,300
	83,672	Equity Residential (a)		3,080,803
	10,094	Essex Property Trust, Inc.		838,408
	64,390	United Dominion Realty Trust, Inc.		1,548,580

				14,296,128

		Diversified — 10.85%
	9,525	American Financial Realty Trust (a)		146,494
	5,000	Capital Automotive REIT		190,850
	4,713	Colonial Properties Trust		207,372
	9,895	Crescent Real Estate Equities Co.		185,531
	20,658	Duke Realty Corp. (a)		654,032
	9,000	iStar Financial, Inc.		374,310
	41,985	Liberty Property Trust		1,860,355
	9,000	PS Business Parks, Inc.		400,050
	29,500	Sizeler Property Investors		389,400
	9,500	Spirit Fin Corp. (a)		111,625
	43,534	Vornado Realty Trust (a)		3,500,134
	3,978	Washington Real Estate Investment Trust		124,114

				8,144,267

		Health Care — 0.21%
	4,000	Healthcare Realty Trust, Inc.		154,440

		Hotels — 2.13%
	4,500	Hospitality Properties Trust		198,315
	71,000	Host Marriott Corp.		1,242,500
	8,700	Strategic Hotel Cap, Inc.		156,600

				1,597,415

		Manufactured Homes — 0.12%
	2,500	Sun Communities, Inc.		92,975

		Office Property — 20.28%
	6,216	Alexandria Real Estate Equities, Inc.		456,565
	24,562	Arden Realty, Inc.		883,741
	25,200	BioMed Realty Trust, Inc.		601,020
	55,828	Boston Properties, Inc. (a)		3,907,960
	30,266	Brandywine Realty Trust (a)		927,653
	16,621	CarrAmerica Realty Corp. (a)		601,348
	39,400	Corporate Office Properties Trust		1,160,330
	83,611	Equity Office Properties Trust (a)		2,767,524
	21,500	Highwoods Properties, Inc. (a)		639,840
	18,927	Kilroy Realty Corp.		898,843
	5,956	Mack-Cali Realty Corp.		269,807
	4,025	Maguire Properties, Inc.		114,068
	24,599	Prentiss Properties Trust		896,388
	8,051	SL Green Realty Corp.		519,289
	28,000	Trizec Properties, Inc. (a)		575,960

				15,220,336

		Regional Malls — 15.24%
	10,700	CBL & Associates Properties, Inc.		460,849
	45,158	General Growth Properties, Inc. (a)		1,855,542
	27,074	The Macerich Co. (a)		1,815,312
	73,175	Simon Property Group, Inc. (a)		5,304,456
	58,600	Taubman Centers, Inc. (a)		1,997,674

				11,433,833

		Shopping Centers — 12.89%
	34,775	Acadia Realty Trust		648,554
	40,856	Developers Diversified Realty Corp.		1,877,742
	30,364	Federal Realty Invs Trust (a)		1,791,476
	20,096	Kimco Realty Corp. (a)		1,183,855
	10,500	Kite Realty Group Trust		157,500
	27,726	Pan Pacific Retail Properties, Inc.		1,840,452
	31,409	Regency Centers Corp. (a)		1,796,595
	9,705	Weingarten Realty Investors (a)		380,630

				9,676,804

See notes to financial statements.

AssetMark Real Estate Securities Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Number of			Market
Shares			Value
		COMMON STOCKS (Continued)
		Storage — 2.11%
	17,000	Public Storage, Inc. (a)	$	1,075,250
	11,000	Shurgard Storage Centers, Inc.		505,560

				1,580,810

		Warehouse/Industrial — 8.64%
	42,794	AMB Property Corp. (a)		1,858,543
	58,775	Catellus Development Corp.		1,927,820
	4,600	First Potomac Realty Trust		114,080
	64,220	Prologis (a)		2,584,213

				6,484,656

		Total Real Estate Investment Trusts, Common Stocks (Cost $48,212,808)		68,681,664

		REAL ESTATE INVESTMENT TRUSTS, PREFERRED STOCKS — 2.54%
		Diversified — 0.65%
	18,675	Lexington Corporate Properties Trust		492,086

		Office Property — 1.19%
	33,750	Alexandria Real Estate Equities, Inc.		890,663

		Regional Malls — 0.70%
	19,125	CBL & Associates Properties, Inc.		524,981

		Total Real Estate Investment Trusts, Preferred Stocks (Cost $1,804,728)		1,907,730

		Total Real Estate Investment Trusts (Cost $50,017,536)		70,589,394

		SHORT TERM INVESTMENTS — 3.10%
		Money Market Funds — 3.10%
	2,324,699	Federated Prime Obligations Fund		2,324,699

		Total Short-Term Investments (Cost $2,324,699)		2,324,699


Principal			Market
Amount			Value
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL — 37.85%
		CERTIFICATES OF DEPOSIT — 2.66%
$	999,041	Concord Bank, N.A., 3.19%, 07/13/05 (b)		999,041
	499,520	Natexis Banque, 3.52%, 07/12/05 (c)	$	499,344

	499,520	Natexis Banque, 3.36%, 10/31/05		499,520
		Total Certificates of Deposit (Cost $1,997,905)		1,997,905

		COMMERCIAL PAPER — 14.58%
	1,165,548	Antalis U.S. Funding Corp., 3.25%, 07/01/05 (b) (c)		1,164,812
	333,014	CCN Bluegrass, 3.33%, 05/18/06 (b)		333,014
	666,028	CCN Independence IV LLC, 3.29%, 04/17/06 (b)		666,028
	1,065,644	CCN Orchard Park, 3.25%, 04/06/06 (b)		1,065,644
	299,712	Concord Minutemen Capital Co., 3.13%, 07/06/05 (b)		299,712
	666,028	Laguna Corp., 3.10%, 07/05/05 (b) (c)		664,027
	1,232,151	Lakeside Funding LLC, 3.22%, 07/08/05 (b)		1,232,151
	266,411	Leafs LLC, 3.26%, 01/20/06 (b)		266,411
	899,137	Leafs LLC, 3.26%, 04/20/06 (b)		899,137
	333,014	Liquid Funding Ltd., 3.19%, 12/12/05 (b) (c)		332,986
	999,041	MBNA Corp., 3.17%, 07/28/05 (b) (c)		992,835
	399,617	Morgan Stanley, 3.51%, 09/02/05		399,617
	333,014	Morgan Stanley, 3.51%, 09/07/05		333,014
	166,507	Morgan Stanley, 3.52%, 09/09/05		166,507
	832,534	RAMS Funding LLC, 3.23%, 07/14/05 (b) (c)		830,301
	999,041	Thornburg Mortgage Capital LLC, 3.09%, 07/01/05 (b) (c)		996,563
	299,712	Thornburg Mortgage Capital LLC, 3.13%, 07/06/05 (b) (c)		298,933

		Total Commercial Paper (Cost $10,941,692)		10,941,692

		CORPORATE BONDS AND NOTES — 2.27%
	333,014	Bayerische Landesbank, 3.32%, 06/24/05		333,014
	666,028	Liquid Funding Ltd., 3.20%, 05/15/06 (b) (c)		665,961
	399,617	Metlife Global, 3.39%, 04/28/08		399,617

See notes to financial statements.

AssetMark Real Estate Securities Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		CORPORATE BONDS AND NOTES (Continued)
$	299,712	Northlake, 3.44%, 09/06/05 (c)	$	299,712

		Total Corporate Bonds and Notes (Cost $1,698,304)		1,698,304

		CORPORATE PAYDOWN SECURITY — 1.21%
	333,014	Duke Funding, 5.06%, 04/08/06 (b)		333,014
	286,958	REMAC, 1.87%, 03/12/2025 (b)		286,958
	286,958	REMAC, 2.16%, 03/12/2025 (b)		286,958


		Total Corporate Paydown Security (Cost $906,930)		906,930


Number of
Shares
		MUTUAL FUND — 0.00%
	27	Merrill Lynch Premier Institutional Fund	27

		Total Mutual Fund (Cost $27)	27


Principal			Market
Amount			value
		REPURCHASE AGREEMENTS — 17.13%
$	1,665,069	Citibank Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)		1,665,069
	333,014	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		333,014
	333,014	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		333,014
	666,028	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		666,028
	566,123	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		566,123
	133,206	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		133,206
	2,331,097	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		2,331,097
	333,014	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		333,014
	1,698,370	Lehman Brothers Repurchase Agreement, 03.56%, 7/01/05 (Collateralized by Corporate Bonds)		1,698,370
	3,330,138	Merrill Lynch Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)		3,330,138
	399,617	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)		399,617
	1,065,644	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)		1,065,644

		Total Repurchase Agreements (Cost $12,854,334)		12,854,334

		Total Investments Purchased as Securities Lending Collateral (Cost $28,399,192)		28,399,192

		Total Investments — 137.95% (Cost $82,529,850)		103,520,785

		Liabilities in Excess of Other Assets — (37.95)%		(28,476,907	)

		Total Net Assets — 100.00%	$	75,043,878


Percentages are stated as a percent of net assets.

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

(b)		Restricted under Rule 144a of the Securities Act of 1933.

(c)		Variable rate security. The rate shown is the rate in effect on June 30, 2005.

See notes to financial statements.

AssetMark Tax-Exempt Fixed Income Fund

PERFORMANCE DATA

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on June 30, 2001 (commencement of 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, 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.

LEHMAN BROTHERS MUNICIPAL BOND INDEX — An unmanaged index which measures the performance of investment-grade, tax-exempt and fixed-rate bonds with long-term maturities (greater than two years) selected from issues larger than $50 million.

LEHMAN BROTHERS MUNICIPAL 3-10 YEAR BOND INDEX — The Lehman Brothers Municipal 3-10 Year Bond Index is a broad based index which contains all securities in the Lehman Brothers Municipal Bond Index with maturities from 3-10 years. The Index does not reflect any deduction for fees, expenses or taxes. Fund management has determined that the Lehman Brothers Municipal 3-10 Year Bond Index is the most appropriate index to use for evaluating the performance of the Fund, since the duration of the bonds in the index is closest to the anticipated duration of the bonds in the Fund’s portfolio. Therefore, the Fund intends to discontinue using the Lehman Brothers Municipal Bond Index in future years.

LIPPER INTERMEDIATE MUNICIPAL BOND FUND INDEX — An index of portfolios that invest in municipal debt issues with dollar-weighted average maturities of five to ten years.

AVERAGE ANNUAL TOTAL RETURN (for the periods ended June 30, 2005)


	One Year			Three Year			Since Inception (6/29/01)
AssetMark Tax-Exempt Fixed Income Fund		4.29	%		3.62	%		4.32	%
Lehman Brothers Municipal Bond Index		8.24	%		5.85	%		6.11	%
Lehman Brothers Municipal 3-10 Year Bond Index		5.40	%		4.56	%		5.17	%
Lipper Intermediate Municipal Bond Funds Index		5.42	%		4.26	%		4.71	%

AssetMark Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS
June 30, 2005


Principal			Market
Amount			Value
		MUNICIPAL BONDS - 95.36%
		Alabama - 1.04%
$	125,000	Alabama Public School & College Authority, Series A, Revenue Bond, 5.000%, 02/01/2012	$	135,265
	195,000	Birmingham, Series A, Refunding, GO, 5.000%, 04/01/2008		205,635
	1,200,000	Jefferson County Sewer, Refunded, Revenue Bond, 5.000%, 02/01/2033		1,295,676

				1,636,576

		Alaska - 1.21%
	1,730,000	Alaska Municipal Bond Bank Authority, Series B, Revenue Bond, MBIA Insured, 5.000%, 05/01/2012		1,899,350

		Arizona - 3.44%
	900,000	Arizona School Facilities Board, Revenue Bond, 5.000%, 07/01/2006		920,718
	1,055,000	Arizona State Transportation Board, Series B, Revenue Bond, 5.000%, 07/01/2013		1,176,082
	135,000	Maricopa County Elementary School District No 3 Tempe Elementary, Refunding, GO, FSA Insured, 5.000%, 07/01/2012		149,127
	1,100,000	Mesa Street & Highway, Refunding, Revenue Bond, FGIC Insured, 5.000%, 07/01/2018		1,242,747
	300,000	Navajo County Unified School District No 32 Blue Ridge, Refunding, GO, FSA Insured, 5.000%, 07/01/2014		335,175
	500,000	Phoenix Civic Improvement Corp. Water Systems, Revenue Bond, MBIA Insured, 5.600%, 07/01/2017		514,605
	1,000,000	Scottsdale Water & Sewer, Series E, Revenue Bond, 5.250%, 07/01/2012		1,080,110

				5,418,564

		California - 5.43%
	1,500,000	California Economic Recovery, Series A, GO, 5.000%, 07/01/2015		1,656,360
	1,225,000	California State Public Works Board, Series A, Revenue Bond, 5.800%, 01/01/2013		1,268,732
	5,100,000	California Statewide Communities Development Authority, Series C, Revenue Bond, 3.850%, 11/01/2029		5,133,711
	100,000	Fallbrook Union High School District, Refunding, GO, FGIC Insured, 5.375%, 09/01/2014		115,079
	350,000	Los Angeles County Metropolitan Transportation Authority, Series A, Refunding, Revenue Bond, 5.000%, 07/01/2014		387,842

				8,561,724

		Connecticut - 1.02%
	1,150,000	Connecticut State Special Tax Obligations, Transportation Infrastructure, Refunding, 4.000%, 09/01/2005		1,152,564
	425,000	Connecticut, Series B, GO, 5.250%, 06/15/2009		460,785

				1,613,349

		District of Columbia - 3.18%
		District of Columbia Housing Finance Authority, Revenue Bond, FSA Insured,
	1,335,000	3.500%, 07/01/2011		1,342,890
	2,000,000	3.600%, 07/01/2012		2,013,520
	200,000	District of Columbia, Series B, Unrefunded, GO, 5.500%, 06/01/2009		218,280
	100,000	District of Columbia, Series B-1, Refunding, GO, 5.500%, 06/01/2007		105,004
	200,000	District of Columbia, Series B-2, Refunding, GO, 5.500%, 06/01/2008		214,428
	1,000,000	District of Columbia, Series C, Refunding, GO, XLCA Insured, 5.250%, 06/01/2012		1,109,690

				5,003,812

See notes to financial statements.

AssetMark Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		MUNICIPAL BONDS (Continued)
		Florida — 0.97%
$	100,000	Dade County Water & Sewer System, Revenue Bond, 6.250%, 10/01/2007	$	107,558
	225,000	Jacksonville Excise Taxes, Revenue Bond, 5.650%, 10/01/2005		226,618
	100,000	Mary Esther Water & Sewer, Refunding, Revenue Bond, MBIA Insured, 4.950%, 01/01/2007		103,256
	1,000,000	Tampa Water & Sewer, Series B, Revenue Bond, 5.000%, 07/01/2010		1,087,150

				1,524,582


		Georgia — 1.06%
	500,000	Atlanta Water & Wastewater, Series A, Prerefunded, Revenue Bond, 5.000%, 11/01/2038		542,165
	1,000,000	Fulton County School District, Refunding, GO, 5.250%, 01/01/2014		1,129,090

				1,671,255


		Hawaii — 0.07%
	100,000	Honolulu City & County, Series A, Prerefunded, GO, 6.000%, 01/01/2009		110,208


		Illinois - 8.13%
	100,000	Chicago Metropolitan Water Reclamation District Greater Chicago, GO, 5.500%, 12/01/2012		112,625
	100,000	Chicago Metropolitan Water Reclamation District Greater Chicago, Refunding, GO, 6.050%, 12/01/2009		112,357
	75,000	Chicago Park District, Revenue Bond, ACA Insured, 6.250%, 01/01/2016		84,958
	3,150,000	Chicago Sales Tax, Refunding, Revenue Bond, 5.000%, 01/01/2011		3,421,656
	500,000	Chicago School Finance Authority, Series A, Refunding, GO, FGIC Insured, 5.200%, 06/01/2006		511,330
		Chicago Wastewater Transmission, Refunding, Revenue Bond, FGIC Insured,
	625,000	5.500%, 01/01/2010		686,269
	100,000	5.375%, 01/01/2013		112,464
	305,000	Chicago, Refunding, GO, FSA Insured, 5.500%, 01/01/2015		350,161
	100,000	Du Page & Cook Counties Community Unit School District No 205, GO, FGIC Insured, 4.375%, 01/01/2009		104,350
	3,000,000	Du Page County Transportation, Refunding, Revenue Bond, FSA Insured, 5.000%, 01/01/2020		3,257,850
	100,000	Illinois State Sales Tax, Revenue Bond, 5.375%, 06/15/2007		104,890
	220,000	Illinois State Sales Tax, Series 1, Revenue Bond, 5.500%, 06/15/2009		240,214
		Illinois, Series 1, GO,
	775,000	5.500%, 08/01/2010		858,932
	100,000	5.250%, 08/01/2012		111,458
	1,000,000	5.375%, 07/01/2013		1,133,850
	500,000	Regional Transportation Authority, Series B, Revenue Bond, FGIC Insured, 5.375%, 06/01/2014		562,605
	1,000,000	Rock Island County School District No 41, GO, FSA Insured, 5.750%, 12/01/2006		1,041,540

				12,807,509


		Indiana — 2.23%
	2,225,000	Indiana Bond Bank, Series C, Revenue Bond, 5.000%, 02/01/2012		2,441,203
	500,000	Purdue University, Revenue Bond, 5.250%, 07/01/2008		533,525
	200,000	Purdue University, Series O, Revenue Bond, 4.250%, 07/01/2008		207,728
	300,000	Sunman Dearborn Intermediate School Building Corp., Revenue Bond, FGIC Insured, 5.375%, 07/15/2012		335,340

				3,517,796

See notes to financial statements.

AssetMark Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		MUNICIPAL BONDS (Continued)
		Iowa — 0.32%
$	480,000	Polk County, Series C, GO, 4.000%, 06/01/2012	$	497,093

		Louisiana — 1.48%
		Louisiana Gas & Fuels Tax, Series A, Revenue Bond, FGIC Insured,
	1,120,000	5.000%, 05/01/2015		1,247,691
	1,000,000	5.000%, 05/01/2021		1,085,570

				2,333,261

		Maryland — 2.85%
	1,500,000	Harford County, Refunding, GO, 4.000%, 01/15/2007		1,530,735
	1,160,000	Maryland Department of Transportation County T Construction, Revenue Bond, 5.500%, 02/01/2017		1,374,275
	175,000	Maryland, GO, 5.500%, 03/01/2013		201,098
	1,250,000	Maryland, Refunding, GO, 5.000%, 02/01/2012		1,384,675

				4,490,783

		Massachusetts — 7.86%
	500,000	Massachusetts Bay Transportation Authority, Refunding, Revenue Bond, FGIC Insured, 5.500%, 03/01/2009		544,365
	3,000,000	Massachusetts Bay Transportation Authority, Series A, Prerefunded, 5.250%, 07/01/2030		3,308,970
	900,000	Massachusetts Bay Transportation Authority, Series A, Revenue Bond, 5.250%, 07/01/2015		1,025,748
		Massachusetts Bay Transportation Authority, Series C, Revenue Bond,
	95,000	5.500%, 03/01/2012		107,267
	1,000,000	5.250%, 07/01/2016		1,145,690
	1,000,000	Massachusetts Bay Transportation Authority, Unrefunded, Revenue Bond, GO Insured, 7.000%, 03/01/2007		1,066,320
	120,000	Massachusetts State Water Resources Authority, Series B, Revenue Bond, 6.250%, 12/01/2011		140,579
	1,760,000	Massachusetts Water Pollution Abatement Trust, Series 4, Prerefunded, Revenue Bond, 5.125%, 08/01/2013		1,895,133
	1,500,000	Massachusetts, GO, 5.500%, 11/01/2016		1,750,800
	1,255,000	Route 3 North Transportation Import Association, Revenue Bond, MBIA Insured, 5.375%, 06/15/2029		1,390,314

				12,375,186

		Michigan — 4.25%
	365,000	Detroit Sewer Disposal, Revenue Bond, 7.100%, 12/15/2009		398,850
	150,000	Dundee Community School District, GO, Q-SBLF Insured, 5.375%, 05/01/2010		165,090
	600,000	Kalamazoo Public Library, GO, MBIA Insured, 5.400%, 05/01/2014		687,792
	800,000	Lansing School District, Refunding, GO, Q-SBLF Insured, 5.000%, 05/01/2017		875,720
	1,610,000	Michigan State Building Authority, Series 1, Revenue Bond, 6.000%, 10/01/2006		1,675,688
	1,000,000	Michigan State Environmental Protection Program, GO, 5.000%, 11/01/2013		1,094,530
	1,645,000	Michigan State Hospital Finance Authority, Revenue Bond, 7.125%, 05/01/2009		1,795,501

				6,693,171

		Minnesota — 0.48%
	400,000	Osseo Independent School District No 279, Series A, GO, FSA Insured, 5.000%, 02/01/2013		439,116
	295,000	Prior Lake Independent School District No 719, Series A, GO, FGIC Insured, 4.750%, 02/01/2010		316,494

				755,610

See notes to financial statements.

AssetMark Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		MUNICIPAL BONDS (Continued)
		Missouri — 0.21%
$	300,000	Kansas City Municipal Assistance Corp., Series A, Revenue Bond, AMBAC Insured, 5.000%, 03/01/2012	$	328,911


		Nebraska — 0.07%
	100,000	Omaha Special Obligations, Riverfront Redevelopment Project, Series A, Revenue Bond, 5.375%, 02/01/2013		112,339

		Nevada — 0.09%
	135,000	Clark County School District, GO, 6.000%, 06/15/2007		140,584

		New Jersey — 3.53%
	970,000	Lenape Regional High School District, Refunding, GO, FGIC Insured, 5.000%, 04/01/2012		1,068,824
	700,000	New Jersey State Turnpike Authority, Revenue Bond, MBIA Insured, 6.750%, 01/01/2009		717,381
	3,270,000	New Jersey, Series L, Refunding, GO, 5.250%, 07/15/2019		3,777,929

				5,564,134

		New Mexico — 2.32%
	2,350,000	New Mexico, Refunding, GO, 5.000%, 09/01/2008		2,502,703
	1,035,000	University of New Mexico, Refunding, Revenue Bond, 5.250%, 06/01/2014		1,155,288

				3,657,991

		New York — 8.04%
	100,000	Metropolitan Transportation Authority, Sereis A, Revenue Bond, 5.250%, 04/01/2009		105,212
	375,000	Metropolitan Transportation Authority, Series B, Revenue Bond, 5.250%, 07/01/2007		392,404
	900,000	Municipal Assistance Corporation For New York City, Series I, Revenue Bond, GO Insured, 6.250%, 07/01/2006		932,400
	350,000	Nassau County Interim Finance Authority, Series B, Revenue Bond, 5.000%, 11/15/2007		368,263
	500,000	New York City Transit Authority, Series A, CP, AMBAC Insured, 5.625%, 01/01/2012		552,860
	1,000,000	New York City Transitional Finance Authority, Series A, Refunding, Revenue Bond, 5.500%, 11/01/2026		1,113,650
	2,300,000	New York State Dorm Authority, Series A, Revenue Bond, FGIC Insured, 5.250%, 05/15/2016		2,640,722
	2,600,000	New York State Dormitory Authority, Series B, Revenue Bond, 5.250%, 11/15/2023		2,860,208
	40,000	New York State Thruway Authority, Series E, Prerefunded, Revenue Bond, GO Insured, 5.250%, 01/01/2010		42,801
	260,000	New York State Thruway Authority, Series E, Unrefunded, Revenue Bond, GO Insured, 5.250%, 01/01/2010		277,298
	525,000	New York, Series C, Refunding, GO, 4.000%, 04/15/2006		530,507
	100,000	New York, Series F, GO, FSA Insured, 5.250%, 08/01/2011		110,760
	1,300,000	Orange County, Series A, Refunding, GO, 5.000%, 07/15/2013		1,446,939
	500,000	Sales Tax Asset Receivable Corp., Series A, Revenue Bond, 5.000%, 10/15/2017		556,425
	650,000	Triborough Bridge & Tunnel Authority, Series B, Refunding, Revenue Bond, GO Insured, 5.250%, 11/15/2015		742,625

				12,673,074

		North Carolina — 0.88%
	500,000	North Carolina Municipal Power Agency No 1 Catawba Electric, Revenue Bond, MBIA Insured, 5.250%, 01/01/2009		538,865
	100,000	North Carolina Public School Building, GO, 4.600%, 04/01/2008		104,894

See notes to financial statements.

AssetMark Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		MUNICIPAL BONDS (Continued)
		North Carolina (Continued)
$	725,000	Raleigh Comb Enterprise System, Revenue Bond, 4.000%, 03/01/2008	$	747,258

				1,391,017

		Ohio — 2.65%
	100,000	Bowling Green State University, Revenue Bond, FGIC Insured, 5.000%, 06/01/2008		106,004
	305,000	Cleveland Waterworks, Series J, Refunding, Revenue Bond, FSA Insured, 5.000%, 01/01/2008		321,156
	625,000	Ohio State Higher Educational Facility Commission, Revenue Bond, 5.250%, 10/01/2014		713,300
	1,920,000	Ohio State Water Development Authority Pollution Control Facilities, Revenue Bond, 5.500%, 06/01/2013		2,062,214
	935,000	Ohio State Water Development Authority Water Pollution Control, Refunding, Revenue Bond, 4.000%, 12/01/2010		976,065

				4,178,739

		Oregon — 1.24%
	1,350,000	Eugene, Series A, Refunding, Revenue Bond, 5.000%, 09/01/2006		1,384,803
	245,000	Portland Community College District, Series B, GO, 5.125%, 06/01/2013		271,149
	250,000	Washington County School District No 015, Refunding, GO, FSA Insured, 5.500%, 06/15/2019		295,067

				1,951,019

		Pennsylvania — 0.25%
	100,000	Philadelphia Gas Works, Series 3, Revenue Bond, 5.000%, 08/01/2010		108,457
	245,000	Scranton, Series C, GO, 6.700%, 09/01/2018		293,138

				401,595

		Puerto Rico — 2.00%
	1,000,000	Commonwealth of Puerto Rico, Refunding, GO, FGIC Insured, 5.000%, 07/01/2006		1,023,410
	1,595,000	Puerto Rico Electric Power Authority, Series JJ, Refunding, Revenue Bond, XLCA Insured, 5.250%, 07/01/2012		1,795,045
	300,000	Puerto Rico Public Finance Corp., Series A, Revenue Bond, 5.250%, 08/01/2031		333,543

				3,151,998

		South Carolina — 1.73%
	400,000	Grand Strand Water & Sewer Authority, Refunding, Revenue Bond, FSA Insured, 5.375%, 06/01/2014		449,012
	2,055,000	Greenville Waterworks, Refunding, Revenue Bond, 5.000%, 02/01/2013		2,278,543

				2,727,555

		Tennessee — 1.51%
	250,000	Knoxville Water, Series P, Revenue Bond, 5.000%, 03/01/2009		267,257
	300,000	Memphis, GO, 5.500%, 11/01/2010		334,266
	1,600,000	5.250%, 11/01/2015		1,780,176

				2,381,699

		Texas — 16.50%
	100,000	Austin, Refunding, GO, 5.250%, 09/01/2007		105,166
	820,000	Bexar County, Series A, GO, FSA Insured, 5.000%, 06/15/2010		888,511
	700,000	College Station Independent School District, Refunding, GO, PSF-GTD Insured, 5.000%, 02/15/2013		772,037
	995,000	Dallas, Prerefunded, GO, 5.000%, 02/15/2012		1,049,407
	1,005,000	Dallas, Unrefunded, GO, 5.000%, 02/15/2012		1,056,587

See notes to financial statements.

AssetMark Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		MUNICIPAL BONDS (Continued)
		Texas (Continued)
$	600,000	Denton Independent School District, GO, 3.000%, 08/01/2030	$	596,466
	515,000	Denton Utilities System, Series A, Revenue Bond, FSA Insured, 5.250%, 12/01/2013		577,948
	100,000	Flower Mound Waterworks & Sewer, Revenue Bond, AMBAC Insured, 5.375%, 09/01/2006		103,035
	1,000,000	Fort Worth Water & Sewer, Refunding, Revenue Bond, 5.250%, 02/15/2013		1,119,510
	145,000	Frisco, GO, FGIC Insured, 5.875%, 02/15/2010		161,952
	165,000	5.000%, 02/15/2012		178,721
	750,000	Harris County, Refunding, GO, 5.250%, 10/01/2013		833,730
	75,000	Houston, Series A-2, Refunding, GO, 2.000%, 03/01/2006		74,551
	935,000	Lower Colorado River Authority, Series B, Refunding, Revenue Bond, 6.000%, 05/15/2013		1,042,964
	150,000	Mansfield, GO, FGIC Insured, 5.500%, 02/15/2008		159,763
	370,000	Marble Falls Independent School District, Series A, Refunding, GO, PSF—GTD Insured, 5.000%, 08/15/2015		411,895
	2,300,000	North Texas Thruway Authority Dallas North Thruway System, Series A, Refunded, Revenue Bond, 5.375%, 01/01/2016		2,429,904
	695,000	Pasadena Independent School District, Prerefunded, GO, PSF—GTD Insured, 5.000%, 02/15/2013		754,075
	1,000,000	Plano Independent School District, GO, PSF—GTD Insured, 4.700%, 02/15/2013		1,048,470
	200,000	Round Rock Independent School District, GO, PSF—GTD Insured, 4.750%, 08/01/2010		204,460
	3,600,000	5.000%, 08/01/2018		3,929,112
	80,000	San Antonio Electric & Gas, Prerefunded, Revenue Bond, 5.500%, 02/01/2013		84,223
	2,000,000	San Antonio Electric & Gas, Refunding, Revenue Bond, 5.375%, 02/01/2015		2,283,440
	1,000,000	San Antonio Electric & Gas, Series A, Refunding, Revenue Bond, 5.000%, 02/01/2008		1,053,390
	70,000	San Antonio Electric & Gas, Unrefunded, Revenue Bond, 5.500%, 02/01/2013		73,441
	200,000	Socorro Independent School District, Refunding, GO, PSF—GTD Insured 5.375%, 08/15/2013		221,848
	125,000	Spring Independent School District, GO, PSF—GTD Insured, 5.875%, 08/15/2010		140,889
	400,000	Texas Public Finance Authority, Refunding, GO, 5.500%, 10/01/2009		439,148
	500,000	Texas State Public Finance Authority Building, Series A, Revenue Bond, 5.250%, 02/01/2016		539,560
	100,000	Texas State University System, Revenue Bond, FSA Insured, 5.250%, 03/15/2010		109,179
	300,000	Texas Water Financial Assistance, Series B, Refunding, GO, 5.000%, 08/01/2014		333,717
	100,000	University of Texas, Revenue Bond, 5.250%, 08/15/2008		106,995
	1,855,000	University of Texas, Series B, Revenue Bond, 5.250%, 07/01/2008		1,980,472
	1,000,000	5.250%, 08/15/2013		1,126,330

				25,990,896

See notes to financial statements.

AssetMark Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		MUNICIPAL BONDS (Continued)
		Utah — 2.75%
$	100,000	Jordan School District, GO, 5.125%, 06/15/2008	$	106,432
	2,630,000	Utah, Refunding, Series A, GO, 5.000%, 07/01/2012		2,797,741
	1,275,000	Utah, Series A, GO, 5.000%, 07/01/2016		1,435,778

				4,339,951

		Virginia — 1.64%
	450,000	Fairfax County, Series A, Refunding, GO, STAID Insured, 5.000%, 06/01/2007		469,314
	1,000,000	Henry County Public Service Authority Water & Sewer, Refunding, Revenue Bond, FSA Insured, 5.500%, 11/15/2019		1,190,420
	325,000	Newport News, Series B, GO, STAID Insured, 5.000%, 11/01/2014		359,908
	100,000	Norfolk, Refunding, GO, 5.000%, 01/01/2009		107,121
	450,000	Virginia Resources Authority Infrastructure, Series VA, Revenue Bond, 4.000%, 11/01/2005		452,115

				2,578,878

		Washington — 3.50%
	175,000	Bellevue, Series A, Refunding, GO, 5.000%, 01/01/2006		176,990
	1,165,000	King County School District No 401 Highline Public Schools, Refunding, GO, FGIC Insured, 5.000%, 12/01/2005		1,176,277
	45,000	King County, Prerefunded, GO, 5.500%, 12/01/2010		50,428
	55,000	King County, Unrefunded, GO, 5.500%, 12/01/2010		61,287
	100,000	Seattle, GO, 5.000%, 08/01/2012		108,648
	200,000	Seattle, Refunding, GO, 5.000%, 07/01/2013		218,450
	100,000	Snohomish County, GO, 5.000%, 12/01/2006		103,115
	700,000	Spokane County School District No 356 Central Valley, Refunding, GO, FSA Insured, 5.000%, 06/01/2011		766,472
	800,000	Washington State Motor Vehicle Fuel Tax, Series C, GO, FGIC Insured, 0.000%, 06/01/2010		670,640
	2,125,000	Washington, Refunding, GO, 4.000%, 01/01/2008		2,182,205

				5,514,512

		West Virginia — 0.19%
	300,000	West Virginia Economic Development Authority, Revenue Bond, 4.000%, 06/01/2007		306,618
		Wisconsin — 1.24%
	75,000	Douglas County, Refunding, GO, FGIC Insured, 5.500%, 02/01/2014		84,107
	1,445,000	Middleton Cross Plains Area School District, Refunding, GO, FSA Insured, 5.000%, 04/01/2020		1,594,890
	150,000	Wisconsin, Series C, GO, 5.000%, 05/01/2008		158,547
	100,000	Wisconsin, Series A, GO, 5.500%, 05/01/2009		108,954

				1,946,498

		Total Municipal Bonds (Cost $148,201,172)		150,247,837

		SHORT TERM INVESTMENTS — 2.99%
		REVENUE BONDS — 2.97%
	80,000	Alachua County Health Facilities Authority, Revenue Bond, 2.300%, 10/01/2032		80,000
	250,000	Arden Hills Housing & Health Care Facilities, Refunding, Revenue Bond, 2.350%, 09/01/2029		250,000
	100,000	Denver City & County Multi-Family Housing, Revenue Bond, 2.330%, 12/01/2029		100,000
	600,000	Iowa Higher Education Loan Authority, Revenue Bond, 2.300%, 11/01/2030		600,000

See notes to financial statements.

AssetMark Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued) June 30, 2005


Principal			Market
Amount			Value
		SHORT TERM INVESTMENTS (Continued)
		REVENUE BONDS (Continued)
$	195,000	Kansas State Development Finance Authority, Revenue Bond, 2.300%, 11/15/2028	$	195,000
	600,000	Massachusetts State Health Educational Facilities, Series E, Revenue Bond, 2.250%, 01/01/2035		600,000
	300,000	Minnesota State Higher Education Facilities Authority, Revenue Bond, 2.300%, 10/01/2020		300,000
	600,000	New York City Municipal Water Finance Authority, Series C-1, Revenue Bond, 2.340%, 06/15/2018		600,000
	400,000	New York City Municipal Water Finance Authority Water & Sewer System, Series F-1, Revenue Bond, 2.340%, 06/15/2033		400,000
	600,000	New York, GO, 2.340%, 08/01/2021		600,000
	100,000	Washington State Housing Finance Commission, Revenue Bond, 2.350%, 06/01/2032		100,000
	350,000	Wisconsin St Health & Educational Facilities Authority, Series B, Revenue Bond, 2.300%, 08/15/2030		350,000
	200,000	Wisconsin State Health & Educational Facilities Authority, Series B, Revenue Bond, 2.300%, 12/01/2029		200,000
	200,000	Indiana Health Facility Financing Authority, Revenue Bond, 2.350%, 12/01/2029		200,000
	100,000	Iowa Higher Education Loan Authority, Revenue Bond, 2.300%, 04/01/2033		100,000

				4,675,000


Number of			Market
Shares			Value
		Money Market Funds — 0.02%
	28,000	First American Tax Free Obligations Fund	$	28,000

		Total Short-Term Investments (Cost $4,703,000)		4,703,000

		Total Investments — 98.35% (Cost $152,904,172)		154,950,837

		Other Assets in Excess of Liabilities — 1.65%		2,594,016

		Total Net Assets — 100.00%	$	157,544,853

Percentages are stated as a percent of net assets.

Glossary of Terms


AMBAC		American Municipal Bond Assurance Corp.
ACA		American Capital Access
CP		Certificate Participation
FGIC		Financial Guaranty Insurance Corp.
FSA		Federal Housing Authority / Agency
GO		General Obligation
MBIA		Municipal Bond Investors Assurance Corp.
PSF—GTD		Permanent School Fund Guaranteed
Q—SBLF		Qualified School Board Loan
STAID		State Aid Withholding
XLCA		XL Capital Assurance

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

PERFORMANCE DATA

TOTAL RETURN BASED ON A $10,000 INVESTMENT

LEHMAN BROTHERS AGGREGATE BOND INDEX — An unmanaged index which measures the performance of securities from the Lehman Brothers Government/Corporate Bond Index, Mortgage-Backed Securities Index and the Asset-Backed Securities Index. The Lehman Brothers Aggregate Bond Index is a broad representation of the investment-grade fixed-income market in the U.S. and includes U.S. Government and corporate debt securities, mortgage- and asset-backed securities and international U.S. dollar-denominated bonds. All securities contained in the Lehman Brothers Aggregate Bond Index have a minimum term to maturity of one year.

LIPPER INTERMEDIATE INVESTMENT GRADE DEBT FUNDS INDEX — A fixed-income fund invests at least 65% of fund assets in investment grade debt issued (rated in top four grades with dollar-weighted average maturities of one to five years).

AVERAGE ANNUAL TOTAL RETURN (for the periods ended June 30, 2005)


	One Year			Three Year			Since Inception (6/29/01)
AssetMark Core Plus Fixed Income Fund		6.47	%		5.63	%		5.73	%
Lehman Brothers Aggregate Bond Index		6.80	%		5.76	%		6.47	%
Lipper Intermediate Investment Grade Debt Funds Index		6.76	%		5.95	%		6.22	%

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Number of			Market
Shares			Value
		CONVERTIBLE PREFERRED STOCKS - 0.07%
		Automobiles - 0.07%
	19,400	General Motors Corporation	$	360,064

		Total Convertible Preferred Stocks (Cost $345,815)		360,064

		PREFERRED STOCKS - 0.86%
		Banks - 0.15%
	800,000	HSBC Capital Funding L.P. (Callable at $100.00 on 06/27/2013; Acquired 08/23/2004, Cost $756,752) (a)(c)(d)		782,702

		FNMA - 0.70%
	63,450	FNMA (b)		3,535,358

		Medical Supplies - 0.01%
	51	Fresenius Medical Care Capital Trust II		53,423

		Total Preferred Stocks (Cost $4,330,964)		4,371,483


Principal
Amount
		ASSET BACKED SECURITIES - 4.14%
		Conseco Finance Securitizations Corp.
$	325,369	Series 2000-C, 4.820%, 03/15/2030		325,975
	100,000	Series 2000-4, 8.310%, 05/01/2032		85,121
		Countrywide Asset-Backed Certificates
	2,000,000	Series 2004-BC5, 3.584%, 07/25/2032		2,005,069
	640,000	Series 2005-4, 4.456%, 09/25/2032		642,300
		Countrywide Home Equity Loan Trust
	1,837,416	Series 2003-A, 3.570%, 03/15/2029		1,843,884
	2,444,385	Series 2004-S, 3.460%, 02/15/2030		2,448,557
	1,653,529	Series 2004-R, 3.470%, 03/15/2030		1,660,516
	2,703,940	Series 2004-N, 3.500%, 02/15/2034		2,710,088
	2,386,095	Series 2004-O, 3.500%, 02/15/2034		2,392,307
		First Franklin Mortgage Loan Asset-Backed Certificates
	2,000,000	Series 2004-FF8, 3.584%, 10/25/2034		2,008,489
		JetBlue Airways Corporation
	900,000	Series 2004-2, G-1, 2.665%, 02/15/2018 (d)		887,602
	900,000	Series 2004-2, G-2, 3.244%, 05/15/2018 (d)		882,707
		Residential Asset Mortgage Products, Inc.
	926,880	Series 2004-RZ1, 3.550%, 03/25/2034		927,441
		Residential Asset Securities Corporation
	1,634,721	Series 2004-KS1, 3.594%, 02/25/2034		1,638,235
		Structured Asset Investment Loan Trust
	569,042	Series 2003-BC5, 3.650%, 06/25/2033		569,563

		Total Asset Backed Securities (Cost $21,012,654)		21,027,854

		COLLATERALIZED MORTGAGE OBLIGATIONS - 6.79%
		Bank of America Funding Corporation
	1,285,747	Series 2005-B, 5.147%, 04/20/2035		1,308,209
		Bear Stearns Alt-A Trust
	2,147,125	Series 2005-2, 4.842%, 04/25/2035		2,158,349
		Countrywide Home Loans
	1,809,727	Series 2005-11, 3.610%, 03/25/2035		1,810,821
	1,881,434	2005-R1, 3.670%, 03/25/2035		1,887,643
	1,905,825	Series 2005-11, 4.140%, 04/25/2035		1,907,007

See notes to financial statements

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal				Market
Amount				Value
			COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
			CS First Boston Mortgage
			Securities Corp.
$	700,000		Series 1997-C2, 6.550%, 01/17/2035	$	735,670
		FHLMC
	1,293,786		Series 1647, 6.500%, 12/15/2008		1,324,442
	2,592,041		Series 2329, 6.500%, 06/15/2031		2,724,036
	1,289,038		Series 2338, 6.500%, 07/15/2031		1,356,669
		FNMA
	2,355,012		Series 2005-T2, 3.340%, 11/28/2035		2,353,360
		GSMPS Mortgage Loan Trust
	2,184,404		Series 2005-RP1, 3.660%, 01/25/2035		2,193,402
		IMPAC Secured Assets Corp.
	918,954		Series 2004-3, 3.510%, 11/25/2034		919,574
		Master Adjustable Rate Mortgages Trust
	2,600,000		Series 2004-13, 3.787%, 11/21/2034		2,527,563
		Master Reperforming Loan Trust
	1,000,654		Series 2005-1, 7.000%, 08/25/2034		1,052,268
		MLCC Mortgage Investors, Inc.
	1,823,480		Series 2005-1, 4.981% to 4.981%, 04/25/2035		1,851,581
		Residential Asset Mortgage Products, Inc.
	1,129,444		Series 2004-SL4, 7.500%, 07/25/2032		1,190,858
		Structured Adjustable Rate Mortgage Loan
	1,547,619		Series 2004-1, 4.580%, 02/25/2034		1,550,242
	2,602,379		Series 2004-18, 5.059%, 12/25/2034		2,626,137
		Washington Mutual Bank
	3,000,000		Series 2005-AR8, 3.340%, 07/25/2045		2,999,063

		Total Collateralized Mortgage Obligations (Cost $34,492,834)			34,476,894

		CORPORATE BONDS - 15.14%
		Banks - 2.04%
			ANZ Capital Trust II
$	750,000		5.360%, 12/15/2049 (Callable at $100.00 on 12/15/2013; Acquired 08/23/2004, Cost $741,990) (c)		773,123
		Bank of America Corp.
	630,000		3.875%, 01/15/2008		627,896
		Bank of America, N.A.
	1,000,000		3.055%, 12/09/2005 (d)		1,000,222
		Bank One Corp.
	675,000		6.500%, 02/01/2006		685,419
	995,000		2.625%, 06/30/2008		952,427
		Banque Paribas
	320,000		6.875%, 03/01/2009		348,154
		Chuo Mitsui Trust & Banking
	225,000		5.506%, 12/31/2049 (Callable at $100.00 on 04/15/2015; Acquired 02/16/2005, Cost $225,000) (c)(d)		221,458
		DBS Bank Ltd.
	550,000		5.000%, 11/15/2019 (Callable at $100.00 on 11/15/2014; Acquired 09/23/2004, Cost $548,350) (c)		557,602
		First Chicago Corporation
	700,000		6.375%, 01/30/2009		749,643
		Greenpoint Bank
	375,000		9.250%, 10/01/2010		457,460
		HBOS Capital Funding L.P.
	700,000		6.071%, 06/01/2049 (Callable at $100.00 on 06/30/2014; Acquired on 08/23/2004, Cost $725,312) (c)(d)		756,925
		Mizuho Financial Group Ltd.
	450,000		5.790%, 04/15/2014 (Acquired 08/23/2004, Cost $457,976) (b)(c)		474,147
		Popular North America, Inc.
	700,000		4.700%, 06/30/2009		707,974
		Royal Bank of Scotland Group PLC
	990,000		9.118%, 03/31/2049		1,180,188
		Sovereign Bank
	550,000		4.375%, 08/01/2013 (d)		547,858

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		CORPORATE BONDS (Continued)
		Banks (Continued)
		Wells Fargo Company
$	320,000	4.200%, 01/15/2010	$	320,158

				10,360,654

		Auto Components - 0.17%
		Dana Corporation
	875,000	5.850%, 01/15/2015		774,375
		Visteon Corp.
	90,000	8.250%, 08/01/2010		83,700

				858,075

		Automobiles - 1.59%
		DaimlerChrysler N.A.
	750,000	3.859%, 09/10/2007 (d)		750,439
	275,000	4.050%, 06/04/2008		270,972
	150,000	7.200%, 09/01/2009		163,425
		Ford Motor Credit Company
	725,000	6.875%, 02/01/2006		732,348
	770,000	6.625%, 06/16/2008 (b)		760,989
	3,775,000	7.375%, 10/28/2009		3,692,222
		Ford Motor Company
	175,000	6.625%, 10/01/2028		137,635
	950,000	7.450%, 07/16/2031 (b)		795,104
		General Motors Corporation
	900,000	8.375%, 07/15/2033 (b)		756,000

				8,059,134

		Beverages - 0.10%
		Anheuser-Busch Companies, Inc.
	490,000	4.950%, 01/15/2014 (b)		509,864

		Capital Markets - 0.40%
		Goldman Sachs Group, Inc.
	310,000	4.125%, 01/15/2008		310,006
	180,000	4.500%, 06/15/2010		180,779
		Lehman Brothers Holdings, Inc.
	350,000	4.000%, 01/22/2008		348,958
	650,000	4.250%, 01/27/2010		648,740
		Morgan Stanley
	570,000	3.625%, 04/01/2008		561,525

				2,050,008

		Chemicals - 0.13%
		IMC Global, Inc.
	70,000	10.875%, 06/01/2008		79,100
		Lubrizol Corp.
	275,000	4.625%, 10/01/2009		275,296
	150,000	7.250%, 06/15/2025		175,599
		Lyondell Chemical Co.
	12,000	9.625%, 05/01/2007		12,870
		Macdermid, Inc.
	20,000	9.125%, 07/15/2011		21,650
		Rhodia S.A.
	40,000	10.250%, 06/01/2010		43,100
		Westlake Chemical Corp.
	40,000	8.750%, 07/15/2011		43,700

				651,315

		Commercial Services - 0.01%
		DI Finance / Dyncorp International
	50,000	9.500%, 02/15/2013 (Callable at $104.75 on 02/15/2009; Acquired 03/01/2005 through 03/08/2005, Cost $51,113) (c).		46,750

		Commercial Services & Supplies - 0.22%
		PHH Corp.
	725,000	6.000%, 03/01/2008		747,778
		Waste Management, Inc.
	325,000	6.375%, 11/15/2012		355,384

				1,103,162

		Communications - 1.27%
		AMFM Inc.
	150,000	8.000%, 11/01/2008		161,393
		British Telecommunications PLC
	295,000	8.375%, 12/15/2010		349,666
		Comcast Cable Communications Holdings, Inc.
	1,000,000	9.455%, 11/15/2022		1,418,138
		Deutsche Telekom International Finance B.V.
	140,000	5.250%, 07/22/2013		145,590
	450,000	8.750%, 06/15/2030		611,183
		Eircom Funding
	45,000	8.250%, 08/15/2013		49,050
		News America, Inc.
	160,000	6.200%, 12/15/2034		168,501
		Rogers Cable, Inc.
	200,000	5.500%, 03/15/2014		189,500
	50,000	6.750%, 03/15/2015		51,250
		Rogers Wireless, Inc.
	60,000	7.500%, 03/15/2015		65,550

See notes to financial statements.

AssetMark Tax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal				Market
Amount				Value
		CORPORATE BONDS (Continued)
		Communications (Continued)
		Sprint Capital Corp.
$	1,220,000		6.000%, 01/15/2007 (b)	$	1,250,644
	700,000		6.875%, 11/15/2028		806,001
		Telecom Italia Capital
	125,000		4.000%, 01/15/2010 (Acquired 04/04/2005, Cost $119,658) (c)		121,583
	500,000		4.950%, 09/30/2014 (Acquired 09/28/2004, Cost $498,255) (c)		495,981
		Valor Telecommunications Enterprise
	20,000		7.750%, 02/15/2015 (Callable at $103.88 on 02/15/2010; Acquired 06/15/2005, Cost $19,800) (c)		19,750
		Verizon Global Funding Corp.
	490,000		7.375%, 09/01/2012		573,375

					6,477,155

		Computers & Peripherals - 0.35%
		Compaq Computer Corp.
	1,780,000		7.650%, 08/01/2005		1,787,212

		Construction Machinery And Equipment - 0.01%
		Case New Holland, Inc.
	24,000		9.250%, 08/01/2011 (Callable at $104.62 on 08/01/2007; Acquired 02/04/2005 and 02/23/2005, Cost $26,159) (c)		25,320

		Consumer Products - 0.00%
		American Achievement Corp.
	20,000		8.250%, 04/01/2012 (Callable at $104.125 on 04/01/2008) (c)		20,200

		Containers & Packaging - 0.00%
		Solo Cup Company
	20,000		8.500%, 02/15/2014		18,800

		Diversified Financial Services - 1.50%
		Citigroup, Inc.
	710,000		5.750%, 05/10/2006		720,779
	467,000		5.000%, 09/15/2014 (b)		478,593
		General Electric Capital Corporation
	530,000		4.250%, 01/15/2008 (b)		532,364
	650,000		3.670%, 09/15/2014 (d)		655,179
		General Motors Acceptance Corporation
	425,000		6.750%, 01/15/2006		428,408
	20,000		6.125%, 02/01/2007		19,870
	140,000		6.150%, 04/05/2007		139,329
	430,000		4.100%, 07/16/2007 (d)		415,177
	70,000		6.311%, 11/30/2007		67,844
	510,000		6.125%, 01/22/2008 (b)		493,974
	330,000		4.200%, 09/23/2008 (d)		305,351
	2,340,000		5.625%, 05/15/2009 (b)		2,193,249
	270,000		7.750%, 01/19/2010 (b)		264,184
		HSBC Finance Corp.
	685,000		4.125%, 11/16/2009 (b)		678,265
		Rabobank Capital Funding Trust II
	30,000		5.260%, 12/29/2049 (Callable At $100.00 on 12/31/2013; Acquired 05/23/2005, Cost $30,541) (c)(d)		30,915
		Rabobank Capital Funding Trust III
	180,000		5.254%, 10/31/2049 (Callable at $100.00 on 10/21/2016; Acquired 10/14/2004 and 05/20/2005, Cost $180,463) (c)(d)		185,025

					7,608,506

		Diversified Telecommunication Services - 0.17%
		ALLTEL Corporation
	300,000		4.656%, 05/17/2007		302,489
		Cincinnati Bell, Inc.
	65,000		7.250%, 07/15/2013		68,575
	31,000		7.000%, 02/15/2015 (Callable at $103.50 on 02/15/2010; Acquired 02/02/2005, Cost $31,000) (c)		30,457
		Qwest Communications International, Inc.
	330,000		7.268%, 02/15/2009 (Callable At $102.00 on 02/15/2006; Acquired 06/09/2005, Cost $321,856) (c)(d)		325,875
	127,000		7.250%, 02/15/2011		123,508

					850,904

			Electric Services - 0.33%
		CenterPoint Energy Resources Corp.
	700,000		7.875%, 04/01/2013		832,723

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		CORPORATE BONDS (Continued)
		Electric Services (Continued)
		CenterPoint Energy, Inc.
$	50,000	7.250%, 09/01/2010	$	55,536
		Midamerican Energy Holdings
	700,000	7.520%, 09/15/2008		761,200
		Sithe/Independence Funding Corp.
	20,000	9.000%, 12/30/2013		21,546

				1,671,005

		Electric Utilities - 1.01%
		Dominion Resources Inc.
	80,000	4.750%, 12/15/2010		80,581
	300,000	5.700%, 09/17/2012		316,823
		Duke Energy Corp.
	415,000	5.625%, 11/30/2012 (b)		440,896
		Empresa Nacional de Electricidad S.A.
	80,000	8.350%, 08/01/2013		93,083
		FirstEnergy Corp.
	200,000	6.450%, 11/15/2011		218,812
	1,135,000	7.375%, 11/15/2031		1,391,877
		Oncor Electric Delivery Co.
	130,000	6.375%, 01/15/2015		144,360
		Pacific Gas & Electric Co.
	470,000	6.050%, 03/01/2034		519,829
		TXU Corp.
	550,000	4.800%, 11/15/2009 (Acquired 11/22/2004 and 03/28/2005, Cost $547,309) (c)		542,724
	375,000	6.500%, 11/15/2024 (Acquired 11/22/2004, Cost $373,395) (c)		369,203
	1,045,000	6.550%, 11/15/2034 (Acquired 03/31/2005 through 05/06/2005, Cost $972,236) (c)		1,031,543

				5,149,731

		Electrical Equipment - 0.46%
		Flextronics International Ltd.
	10,000	6.250%, 11/15/2014		9,975
		Tyco International Group S.A.
	500,000	4.436%, 06/15/2007 (Acquired 08/23/2004, Cost $507,352) (c)		501,227
	925,000	6.375%, 10/15/2011		1,017,255
	655,000	6.875%, 01/15/2029		784,300

				2,312,757

		Energy Equipment & Services - 0.01%
		Pride International Inc.
	50,000	7.375%, 07/15/2014		55,125

		Fixed-income securities — Non North American - 0.15%
		Ameritech Capital Funding Corp.
	700,000	6.250%, 05/18/2009		744,608

		Food & Staples Retailing - 0.22%
		Wal-Mart Stores, Inc.
	1,150,000	3.375%, 10/01/2008 (b)		1,128,282

		Food Products - 0.13%
		Kraft Foods, Inc.
	405,000	5.625%, 11/01/2011 (b)		430,205
		Tyson Foods, Inc.
	200,000	8.250%, 10/01/2011 (b)		237,490

				667,695

		Health Care Providers & Services - 0.28%
		Davita, Inc.
	50,000	7.250%, 03/15/2015 (Callable at $103.63 on 03/15/2010; Acquired 03/15/2005 through 05/17/2005, Cost $48, 638) (c)		51,625
		HCA Inc.
	160,000	7.690%, 06/15/2025		172,220
		HCA, Inc.
	125,000	6.950%, 05/01/2012		133,127
		Service Corporation International
	80,000	7.000%, 06/15/2017 (Acquired 06/10/2005, Cost $79,202) (c)		82,600
		Tenet Healthcare Corp.
	39,000	9.875%, 07/01/2014		42,023
	908,000	9.250%, 02/01/2015 (Acquired 01/25/2005, Cost $893,526) (c)		946,590

				1,428,185

		Hotels Restaurants & Leisure - 0.18%
		Harrahs Operating Company, Inc.
	500,000	5.500%, 07/01/2010		516,581
		Inn of the Mountain Gods Resort & Casino
	70,000	12.000%, 11/15/2010 (b)		81,200
		MGM Mirage Inc.
	10,000	9.500%, 08/01/2008		11,188
	180,000	8.500%, 09/15/2010		200,700
	70,000	6.625%, 07/15/2015 (Acquired 06/09/2005, Cost $70,000) (c)		71,138

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		CORPORATE BONDS (Continued)
		Hotels Restaurants & Leisure (Continued)
		Premier Entertainment Biloxi LLC
$	30,000	10.750%, 02/01/2012	$	29,250
		River Rock Entertainment
	20,000	9.750%, 11/01/2011		22,050

				932,107

		Household Durables - 0.12%
		D.R. Horton, Inc.
	600,000	5.375%, 06/15/2012		589,841

		Insurance - 0.87%
		ACE INA Holdings Inc.
	250,000	5.875%, 06/15/2014		262,445
		ACE Limited
	150,000	6.000%, 04/01/2007		154,210
		Arch Capital Group Ltd.
	400,000	7.350%, 05/01/2034		452,891
		ASIF Global Financing XIX
	130,000	4.900%, 01/17/2013 (Acquired 05/18/2005 through 05/20/2005, Cost $129,758) (c)		132,123
		ASIF Global Financing XXIII
	1,250,000	3.900%, 10/22/2008 (Acquired 04/01/2005, Cost $1,219,575) (c)		1,227,907
		CNA Financial Corp.
	350,000	7.250%, 11/15/2023 (b)		389,298
		Liberty Mutual Group, Inc.
	300,000	7.000%, 03/15/2034 (Acquired 09/09/2004, Cost $304,444) (c)		316,723
		Prudential Insurance Co.
	650,000	7.650%, 07/01/2007 (Acquired 08/24/2004, Cost $701,621) (c)		693,285
		QBE Insurance Group Ltd.
	450,000	5.647%, 07/01/2023 (Callable at $100.00 on 07/01/2013; Acquired 08/23/2004, Cost $441,198) (c)(d)		460,968
		Royal & Sun Alliance Insurance
	150,000	8.500%, 12/08/2049 GBP		310,159

				4,400,009

		Leisure Equipment & Products - 0.01%
		Eastman Kodak Co.
	50,000	7.250%, 11/15/2013		52,817

		Machinery - 0.00%
		Terex Corp.
	5,000	7.375%, 01/15/2014		5,200

		Media - 0.80%
		Comcast Corp.
	730,000	6.500%, 01/15/2015		815,155
		COX Communications, Inc.
	220,000	3.875%, 10/01/2008		215,528
	775,000	4.625%, 01/15/2010		773,735
		COX Enterprises, Inc.
	520,000	4.375%, 05/01/2008 (Acquired 03/17/2005, Cost $515,541) (c)		515,672
		CSC Holdings, Inc.
	15,000	7.625%, 04/01/2011 (c)		14,887
	100,000	7.625%, 07/15/2018		97,000
		DirecTV Holdings LLC
	50,000	6.375%, 06/15/2015 (Callable at $103.19on06/15/2010;Acquired 06/09/2005, Cost $49,500) (c)		50,000
		EchoStar DBS Corporation
	40,000	6.625%, 10/01/2014		39,700
		Liberty Media Corp.
	460,000	7.875%, 07/15/2009		491,323
	170,000	5.700%, 05/15/2013		158,362
		The Reader’s Digest Association Inc.
	20,000	6.500%, 03/01/2011		20,400
		Time Warner, Inc.
	450,000	6.875%, 05/01/2012 (b)		508,491
	280,000	7.700%, 05/01/2032 (b)		355,348

				4,055,601

		Metal Mining - 0.02%
		Codelco Inc.
	100,000	4.750%, 10/15/2014 (Acquired 10/21/2004, Cost $98,482) (c)		99,077

		Multiline Retail - 0.10%
		JCPenney Co., Inc.
	20,000	7.400%, 04/01/2037		21,700
		Target Corp.
	470,000	5.400%, 10/01/2008		489,093

				510,793

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		CORPORATE BONDS (Continued)
		Multi-Utilities & Unregulated Power - 0.00%
		NRG Energy, Inc.
$	20,000	8.000%, 12/15/2013 (Callable at $104.00 on 12/15/2008;Acquired 05/16/2005, Cost $20,200) (c)	$	21,200

		Oil & Gas - 1.28%
		Amerada Hess Corp.
	830,000	7.300%, 08/15/2031 (b)		1,004,668
	325,000	7.125%, 03/15/2033		386,762
		AmeriGas Partners, L.P.
	50,000	7.250%, 05/20/2015 (Callable at $103.625 on 05/20/2010; Acquired 04/13/2005, Cost $50,000) (c)		52,250
		Anadarko Finance Co.
	380,000	6.750%, 05/01/2011 (c)		422,734
		Apache Finance Canada Corp.
	445,000	4.375%, 05/15/2015 (b)(c)		444,979
		Chesapeake Energy Corp.
	60,000	6.375%, 06/15/2015 (Callable at $103.19 on 12/15/2009; Acquired 12/01/2004, Cost $59,434) (c)		61,800
	60,000	6.250%, 01/15/2018 (Callable at $103.13 on 07/15/2010; Acquired 06/06/2005, Cost $59,354) (c)		59,400
		ChevronTexaco Capital Co.
	420,000	3.500%, 09/17/2007 (b)		416,148
		Conoco Funding Co.
	70,000	6.350%, 10/15/2011		77,612
		Conoco Inc.
	655,000	6.950%, 04/15/2029		825,541
		ConocoPhillips Inc.
	285,000	4.750%, 10/15/2012		292,096
		Devon Energy Corporation
	415,000	7.950%, 04/15/2032		547,636
		El Paso Natural Gas Co.
	309,000	8.375%, 06/15/2032		360,912
		El Paso Corporation
	48,000	7.800%, 08/01/2031		46,920
		Enterprise Products Operating L.P.
	225,000	4.950%, 06/01/2010		226,302
		Kerr-McGee Corp.
	340,000	7.875%, 09/15/2031 (b)		388,861
		Peabody Energy Corp.
	50,000	5.875%, 04/15/2016		50,250
		Suburban Propane Partners L.P.
	50,000	6.875%, 12/15/2013		47,750
	60,000	6.875%, 12/15/2013 (Callable at $103.44 on 12/15/2008; Acquired 03/17/2005, Cost $59,509) (c)		57,300
		Western Oil Sands, Inc.
	150,000	8.375%,05/01/2012		171,562
		Williams Companies, Inc.
	500,000	7.500%,01/15/2031		543,750

				6,485,233

		Paper & Forest Products - 0.20%
		Abitibi-Consolidated Inc.
	10,000	7.750%, 06/15/2011 (c)		10,100
		International Paper Co.
	210,000	5.500%,01/15/2014		214,799
		Weyerhaeuser Co.
	705,000	6.750%, 03/15/2012 (b)		776,722

				1,001,621

		Railroad Transportation - 0.00%
		Kansas City Southern Railway Co.
	14,000	9.500%,10/01/2008		15,330

		Real Estate - 0.47%
		EOP Operating L.P.
	300,000	7.750%, 11/15/2007		322,302
		Forest City Enterprises, Inc.
	10,000	7.625%, 06/01/2015		10,750
	29,000	6.500%, 02/01/2017		29,072
		iStar Financial, Inc.
	225,000	8.750%, 08/15/2008		251,702
	400,000	5.700%, 03/01/2014		405,822
		Simon Property Group, L.P.
	300,000	6.875%, 10/27/2005		302,711
	350,000	7.125%, 09/20/2007		369,348
		Summit Properties Partnership
	515,000	7.200%, 08/15/2007		534,576
		Ventas Realty L.P.
	50,000	6.750%, 06/01/2010 (Acquired 05/26/2005, Cost $50,000) (c)		52,128
	40,000	9.000%, 05/01/2012		46,200
	30,000	6.625%, 10/15/2014		30,300
	40,000	7.125%, 06/01/2015 (Callable at $103.56 on 06/01/2010; Acquired 05/26/2005, Cost $40,000) (c)		41,800

				2,396,711

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal				Market
Amount				Value
		CORPORATE BONDS (Continued)
		Road & Rail - 0.05%
		Union Pacific Corp.
$	230,000	5.375%, 05/01/2014		$	240,275

		Software - 0.08%
		Computer Associates, Inc.
	425,000	4.750%, 12/01/2009 (Acquired 11/15/2004 through 06/08/2005, Cost $421,507) (c)			424,064
		Specialty - 0.01%
		Sensus Metering Systems, Inc.
	40,000	8.625%, 12/15/2013			37,400
		UGS Corp.
	30,000	10.000%, 06/01/2012			33,450

					70,850

		Specialty Retail - 0.02%
		Toys R US, Inc.
	112,000	7.375%, 10/15/2018			91,280

		Textiles, Apparel & Luxury Goods - 0.01%
		Oxford Industries, Inc.
	50,000	8.875%, 06/01/2011			53,750
		Russell Corp.
	10,000	9.250%, 05/01/2010			10,600

					64,350

		Tobacco - 0.26%
		Altria Group, Inc.
	770,000	7.000%, 11/04/2013			863,088
		Philip Morris Companies, Inc.
	400,000	7.750%, 01/15/2027			481,702

					1,344,790

		Transportation - 0.01%
		Horizon Lines LLC
	52,000	9.000%, 11/01/2012 (Callable at $104.50 on 11/01/2008; Acquired 01/24/2005 and 03/17/2005, Cost $55,563) (c)			54,730

		Water Transportation - 0.03%
		Omi Corp.
	30,000	7.625%, 12/01/2013			30,037
		Teekay Shipping Corp.
	86,000	8.875%, 07/15/2011			98,578

					128,615

		Wireless Telecommunication Services - 0.07%
		America Movil SA de CV
	225,000	6.375%, 03/01/2035			220,691
		Nextel Communications, Inc.
	15,000	5.950%, 03/15/2014			15,656
	120,000	7.375%, 08/01/2015			130,200

					366,547

		Total Corporate Bonds (Cost $75,667,288)			76,935,488

		FOREIGN GOVERNMENT AGENCY ISSUES - 1.42%
		Bundesrepublic Deutschland
	2,560,000	4.250%, 01/04/2014	EUR		3,392,361
		Poland Government Bond
	10,000,000	6.000%, 05/24/2009	PLZ		3,135,274
		Republic of Argentina
	750,000	1.980%, 08/03/2012 (d)			682,626

		Total Foreign Government Agency Issues (Cost $7,308,989)			7,210,261

		FOREIGN GOVERNMENT NOTE/BONDS - 5.68%
		Republic of Argentina
	2,400,000	2.000%, 01/03/2016	ARS		1,258,526
		Australian Government Bond
	1,410,000	5.250%, 08/15/2010	AUD		1,080,150
		Federal Republic of Brazil
	840,000	14.500%, 10/15/2009			1,096,200
	255,297	4.313%, 04/15/2012 (d)			247,001
	432,751	8.000%, 04/15/2014			446,056
	1,000,000	10.125%, 05/15/2027			1,163,500
	360,000	11.000%, 08/17/2040			433,530
		Canadian Government Inflationary Index Note
	813,380	4.000%, 12/01/2031	CAD		955,277
		Republic of Columbia
	100,000	10.500%, 07/09/2010			119,500
	390,000	11.750%, 02/25/2020			514,800
		Republic of El Salvador
	150,000	7.650%, 06/15/2035 (Acquired 06/01/2005, Cost $149,211) (c)			150,000
		Government of France
	2,987,568	3.000%, 07/25/2009	EUR		3,981,111

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal				Market
Amount				Value
		FOREIGN GOVERNMENT NOTE/BONDS (Continued)
		Republic of Guatemala
$	120,000	8.125%, 10/06/2034 (Acquired on 09/29/2004 and 10/08/2004, Cost $120,995) (c)		$	129,000
		Republic of Bulgaria
	570,000	8.250%, 01/15/2015 (Acquired 08/23/2004 and 05/18/2005, Cost $693,347) (c)			718,913
		Republic of Italy
	680,000	4.000%, 06/16/2008			681,993
		United Mexican States
	720,000	8.375%, 01/14/2011			839,880
	35,000,000	8.000%, 12/19/2013	MXN		3,018,927
	520,000	11.500%, 05/15/2026			835,900
	400,000	8.300%, 08/15/2031			499,000
	1,920,000	7.500%, 04/08/2033			2,208,000
		Ministry of Finance of Russia
	1,450,000	3.000%, 05/14/2008			1,371,700
		Republic of Panama
	130,000	9.625%, 02/08/2011			156,000
	320,000	10.750%, 05/15/2020			435,200
	20,000	9.375%, 01/16/2023			24,800
		Republic of Peru
	314,500	5.000%, 03/07/2017 (d)			302,140
	270,000	8.750%, 11/21/2033			305,775
		State of Qatar
	490,000	9.750%, 06/15/2030			764,498
		Republic of El Salvador
	80,000	8.250%, 04/10/2032			86,160
		Russia Federation
	4,480,000	5.000%, 03/31/2030			5,012,538

		Total Foreign Government Note/Bonds (Cost $27,734,989)			28,836,075

		MORTGAGE BACKED SECURITIES - 10.37%
		FHLMC
	8,344,748	Pool # 1G-0058, 4.627%, 01/01/2035			8,384,227
		FHLMC Gold
	968,313	Pool #C0-1385, 6.500%, 08/01/2032			1,004,228
	337,502	Pool #C7-0562, 6.500%, 09/01/2032			350,020
	579,387	Pool #C7-0760, 6.500%, 09/01/2032			600,877
	5,190,659	Pool #G0-1767, 6.500%, 12/01/2032			5,386,371
		FNMA
	534,425	Pool # 721345, 4.500%, 06/01/2018			532,547
	683,330	Pool # 690603, 4.500%, 11/01/2018			680,928
	394,409	Pool # 744820, 4.500%, 11/01/2018			393,212
	257,468	Pool # 754019, 4.500%, 12/01/2018			256,563
	225,201	Pool # 750039, 4.500%, 02/01/2019			224,422
	176,783	Pool # 733984, 4.500%, 03/01/2019			176,172
	448,397	Pool # 769573, 4.500%, 03/01/2019			446,847
	688,744	Pool # 771829, 4.500%, 03/01/2019			686,323
	832,020	Pool # 771858, 4.500%, 03/01/2019			829,096
	680,798	Pool # 773533, 4.500%, 04/01/2019			678,445
	126,430	Pool # 796679, 4.500%, 10/01/2019			125,993
	167,673	Pool # 251925, 6.500%, 07/01/2028			174,175
	181,965	Pool # 435151, 6.500%, 07/01/2028			189,020
	880,744	Pool # 433575, 6.500%, 09/01/2028			914,896
	569,627	Pool # 251985, 6.500%, 10/01/2028			591,715
	927,112	Pool # 446107, 6.500%, 11/01/2028			963,062
	878,280	Pool # 452955, 6.500%, 11/01/2028			912,336
	590,048	Pool # 457553, 6.500%, 01/01/2029			612,928
	376,272	Pool # 252255, 6.500%, 02/01/2029			390,863

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal				Market
Amount				Value
		MORTGAGE BACKED SECURITIES (Continued)
$	231,457	Pool # 252342, 6.500%, 04/01/2029		$	240,445
	884,516	Pool # 323632, 6.500%, 04/01/2029			918,852
	1,021,189	Pool # 494339, 6.500%, 04/01/2029			1,060,843
	212,396	Pool # 252497, 6.500%, 06/01/2029			220,643
	111,590	Pool # 498092, 6.500%, 06/01/2029			115,924
	933,173	Pool # 500441, 6.500%, 06/01/2029			969,410
	1,150,893	Pool # 501198, 6.500%, 06/01/2029			1,195,584
	533,724	Pool # 503223, 6.500%, 07/01/2029			554,449
	154,862	Pool # 504708, 6.500%, 07/01/2029			160,876
	136,646	Pool # 535476, 6.500%, 07/01/2029			141,944
	1,596,040	Pool # 544859, 4.152%, 08/01/2029			1,609,772
	108,937	Pool # 535506, 6.500%, 08/01/2030			113,167
	2,655,564	Pool # 786848, 7.000%, 10/01/2031			2,806,225
	1,701,003	Pool # 607398, 6.500%, 11/01/2031			1,764,958
	1,632,025	Pool # 725932, 6.500%, 12/01/2031			1,694,300
	2,507,079	Pool # 545817, 6.500%, 08/01/2032			2,599,726
	2,159,254	Pool # 555254, 6.500%, 01/01/2033			2,240,439
	2,258,881	Pool # 733132, 3.523%, 04/01/2034			2,268,148
		GNMA
	853,765	Pool # 081116 M, 4.750%, 10/20/2034			859,989
	930,058	Pool # 081150 M, 4.500%, 11/20/2034			927,395
	2,770,076	Pool # 081153 M, 4.750%, 11/20/2034			2,790,195
		GS Mortgage Securities Corporation II
	800,000	Series 2005-GG4, 4.680%, 07/10/2039			810,193
		LB-UBS Commercial Mortgage Trust
	600,000	Series 2005-C3, 4.664%, 07/15/2030			604,851
	520,000	Series 2005-C3, 4.739%, 07/15/2030			524,729

		Total Mortgage Backed Securities (Cost $52,975,970)			52,698,323

		SUPRANATIONAL OBLIGATIONS - 0.22%
		General Motors Acceptance Corporation
	300,000	4.000%, 02/09/2006	EUR		363,060
	275,000	5.750%, 02/14/2006			334,575
		General Motors Corporation
	250,000	8.375%, 07/05/2033			250,027
		Morgan Stanley Bank (Gazprom)
	70,000	9.625%, 03/01/2013			86,030
		Telecom Italia Finance N.V.
	50,000	7.750%, 01/24/2033	EUR		84,334

		Total Supranational Obligations (Cost $1,221,818)			1,118,026

		U.S. GOVERNMENT AGENCY ISSUES - 26.87%
		FFCB - 0.98%
	2,000,000	3.800%, 09/07/2007 (b)			1,998,568
	3,000,000	3.625%, 01/04/2008			2,984,298
		FHLB - 3.59%
	2,400,000	2.500%, 04/11/2006 (b)			2,377,714
	2,000,000	2.875%, 05/23/2006 (b)			1,985,008
	5,000,000	3.500%, 05/15/2007 (b)			4,968,530
	4,000,000	3.625%, 02/15/2008 (b)			3,973,652
	760,000	4.125%, 04/18/2008 (b)			765,512
	3,000,000	3.750%, 08/15/2008 (b)			2,983,509
	1,200,000	4.080%, 04/26/2010 (b)			1,204,320
		FHLMC
	3,200,000	7.000%, 03/15/2010 (b)			3,612,829
	3,700,000	5.625%, 03/15/2011 (b)			3,999,796
		FNMA - 16.15%
	1,980,000	3.100%, 09/15/2005 (b)(d)			1,979,871
	1,590,000	2.776%, 01/09/2006 (d)			1,589,863

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		U.S. GOVERNMENT AGENCY ISSUES (Continued)
		FNMA (Continued)
$	2,000,000	5.500%, 02/15/2006 (b)	$	2,021,968
	3,000,000	3.250%, 07/12/2006 (b)		2,984,742
	6,000,000	2.200%, 12/04/2006 (b)		5,869,542
	3,000,000	3.550%, 01/12/2007 (b)		2,989,197
	3,300,000	7.250%, 01/15/2010 (b)		3,745,668
	220,000	3.875%, 02/15/2010		219,804
	2,000,000	7.125%, 06/15/2010 (b)		2,280,158
	3,000,000	5.500%, 03/15/2011 (b)		3,221,898
	2,010,000	4.625%, 10/15/2014 (b)		2,065,283
	4,500,000	5.500%, TBA		4,619,529
	1,100,000	4.000%, TBA		1,077,657
	18,400,000	5.500%, TBA		18,865,741
	16,900,000	5.000%, TBA		16,905,273
	6,100,000	5.500%, TBA (e)		6,183,875
	3,300,000	6.000%, TBA		3,383,530
	1,000,000	6.000%, TBA		1,024,375
	1,000,000	6.500%, TBA		1,034,375
		GNMA - 4.11%
	4,300,000	5.000%, TBA		4,333,591
	12,300,000	6.000%, TBA		12,688,213
	3,700,000	6.500%, TBA		3,865,346
		Tennessee Valley Authority - 0.54%
	2,710,000	4.650%, 06/15/2035		2,725,675

		Total U.S. Government Agency Issues (Cost $136,322,090)		136,528,910

		U.S. TREASURY OBLIGATIONS - 19.53%
		U.S. Treasury Bond - 2.35%
	4,211,172	2.375%, 01/15/2025 (b)		4,611,069
	224,861	3.875%, 04/15/2029		316,106
	5,400,000	6.250%, 05/15/2030 (b)		7,035,401

				11,962,576

		U.S. Treasury Note - 14.48%
	6,000,000	2.500%, 09/30/2006 (b)		5,922,192
	1,400,000	2.875%, 11/30/2006 (b)		1,386,165
	3,438,372	3.375%, 01/15/2007		3,548,644
	790,000	3.750%, 03/31/2007 (b)		791,450
	130,000	3.625%, 04/30/2007 (b)		129,970
	290,000	3.000%, 02/15/2008 (b)		285,390
	740,000	3.375%, 02/15/2008 (b)		734,855
	3,000,000	3.750%, 05/15/2008 (b)		3,007,503
	1,352,405	3.875%, 01/15/2009 (b)		1,471,956
	13,930,000	3.375%, 10/15/2009 (b)		13,738,476
	9,050,000	3.500%, 12/15/2009 (b)		8,967,636
	240,000	3.625%, 01/15/2010 (b)		238,941
	9,020,000	3.500%, 02/15/2010 (b)		8,932,272
	174,587	0.875%, 04/15/2010		170,331
	5,850,000	4.000%, 04/15/2010 (b)		5,915,818
	2,040,000	3.875%, 02/15/2013 (b)		2,043,109
	7,400,000	4.250%, 08/15/2013 (b)		7,587,316
	3,327,290	2.000%, 01/15/2014 (b)		3,428,280
	1,700,000	4.750%, 05/15/2014 (b)		1,804,392
	350,931	2.000%, 07/15/2014		361,720
	730,000	4.250%, 11/15/2014 (b)		747,367
	2,330,000	4.125%, 05/15/2015 (b) (e)		2,364,768

				73,578,551

		U.S. Treasury Strip - 2.70%
	2,200,000	0.000%, 02/15/2019 (b)		1,237,273
	1,000,000	0.000%, 05/15/2020		528,826
	8,600,000	0.000%, 11/15/2021 (b)		4,244,410
	4,250,000	0.000%, 11/15/2022		1,998,762
	4,000,000	0.000%, 11/15/2026 (b)		1,584,540
	2,700,000	0.000%, 08/15/2027 (b)		1,037,610
	8,030,000	0.000%, 11/15/2027 (b)		3,059,454

				13,690,875

		Total U.S. Treasury Obligations (Cost $97,633,154)		99,232,002


Contracts
		CALL OPTIONS PURCHASED - 0.00%
		U.S. Treasury Note
	53	Expiration: July, 2005, Exercise Price: $101.450 (a)	1,491

		Total Call Options Purchased (Cost $4,638)	1,491


Principal
Amount
		CERTIFICATE OF DEPOSIT - 0.47%
		Depository Institutions - 0.47%
		Treasury Bank
$	2,400,000	3.310%, 11/23/2005 (d)	2,399,462

		Total Certificate of Deposit (Cost $2,400,000)	2,399,462

		SHORT TERM INVESTMENTS - 22.34%
		Commercial Paper - 0.49%
		BAC
	2,500,000	3.360%, 09/30/2005	2,478,767

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


			Market
Shares			Value
		SHORT TERM INVESTMENTS (Continued)
		Money Market Funds — 0.15%
	771,394	Federated Prime Obligations Fund .	$	771,394


Principal
Amount
		Repurchase Agreements — 21.55%
		Countrywide Capital
$	59,500,000	3.250%, 07/01/2005, repurchase price $59,505,372, maturing 7/1/05 (collateralized by FNMA, 6.625%, 11/15/30)		59,500,000
		UBS Warburg
	50,000,000	3.300%, 07/01/2005, repurchase price $50,004,583, maturing 7/1/05 (collateralized by FHLMC, 6.25%, 7/15/2032)		50,000,000

				109,500,000

		U.S. Government Agency Issues — 0.15%
		FNMA
	745,000	0.000%, 12/05/2005 (f)		733,742

		Total Short-Term Investments (Cost $113,484,142)		113,483,903

		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL — 31.35%
		CERTIFICATES OF DEPOSIT — 2.21%
	5,603,313	Concord Bank, N.A., 3.19%, 07/13/05 (c)		5,603,313
	2,801,657	Natexis Banque, 3.52%, 07/12/05 (d)		2,800,667
	2,801,657	Natexis Banque, 3.36%, 10/31/05		2,801,657

		Total Certificates of Deposit (Cost $11,205,637)		11,205,637

		COMMERCIAL PAPER — 12.08%
	6,537,199	Antalis U.S. Funding Corp., 3.25%, 07/01/05 (c) (d)		6,533,067
	1,867,771	CCN Bluegrass, 3.33%, 05/18/06 (c)		1,867,771
	3,735,542	CCN Independence IV LLC, 3.29%, 4/17/06 (c)		3,735,542
	5,976,867	CCN Orchard Park, 3.25%, 04/06/06 (c)		5,976,867
	1,680,994	Concord Minutemen Capital Co., 3.13%, 07/06/05 (c)		1,680,994
	3,735,542	Laguna Corp., 3.10%, 07/05/05 (c) (d)		3,724,320
	6,910,753	Lakeside Funding LLC, 3.22%, 07/08/05 (d)		6,910,753
	1,494,217	Leafs LLC, 3.26%, 01/20/06 (c)		1,494,217
	5,042,982	Leafs LLC, 3.26%, 04/20/06 (c)		5,042,982
	1,867,771	Liquid Funding Ltd., 3.19%, 12/12/05 (c) (d)		1,867,619
	5,603,313	MBNA Corp., 3.17%, 07/28/05 (c) (d)		5,568,502
	2,241,325	Morgan Stanley, 3.51%, 09/02/05		2,241,325
	1,867,771	Morgan Stanley, 3.51%, 09/07/05		1,867,771
	933,886	Morgan Stanley, 3.52%, 09/09/05		933,886
	4,669,428	RAMS Funding LLC, 3.23%, 07/14/05 (c) (d)		4,656,898
	5,603,313	Thornburg Mortgage Capital LLC, 3.09%, 07/01/05 (c) (d)		5,589,411
	1,680,994	Thornburg Mortgage Capital LLC, 3.13%, 07/06/05 (c) (d)		1,676,623

		Total Commercial Paper (Cost $61,368,548)		61,368,548

		CORPORATE BONDS AND NOTES — 1.87%
	1,867,771	Bayerische Landesbank, 3.32%, 11/23/05		1,867,771
	3,735,542	Liquid Funding Ltd., 3.20%, 05/15/06 (c) (d)		3,735,168
	2,241,325	Metlife Global, 3.39%, 04/28/08		2,241,325
	1,680,994	Northlake, 3.44%, 09/06/05 (c)		1,680,994

		Total Corporate Bonds and Notes (Cost $9,525,258)		9,525,258

		CORPORATE PAYDOWN SECURITY — 1.00%
	1,867,771	Duke Funding, 5.06%, 04/08/06 (c)		1,867,771
	1,609,463	REMAC, 1.87%, 03/12/2025 (c)		1,609,463
	1,609,463	REMAC, 2.16%, 03/12/2025 (c)		1,609,463

		Total Corporate Paydown Security (Cost $5,086,697)		5,086,697

Shares
		MUTUAL FUND — 0.00%
	155	Merrill Lynch Premier Institutional Fund		155

		Total Mutual Fund (Cost $155)		155

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF INVESTMENTS (Continued)
June 30, 2005


Principal			Market
Amount			Value
		REPURCHASE AGREEMENTS — 14.19%
$	9,338,855	Citibank Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)	$	9,338,855
	1,867,771	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		1,867,771
	1,867,771	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		1,867,771
	3,735,542	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		3,735,542
	3,175,211	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		3,175,211
	747,109	CS First Boston Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		747,109
	13,074,397	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		13,074,397
	1,867,771	CS First Boston Repurchase Agreement, 03.43%, 7/01/05 (Collateralized by Collateralized Mortgage Obligations)		1,867,771
	9,525,632	Lehman Brothers Repurchase Agreement, 03.56%, 7/01/05 (Collateralized by Corporate Bonds)		9,525,632
	18,677,711	Merrill Lynch Repurchase Agreement, 03.49%, 7/01/05 (Collateralized by Corporate Bonds)		18,677,711
	2,241,325	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)		2,241,325
	5,976,867	Morgan Stanley Repurchase Agreement, 03.50%, 7/01/05 (Collateralized by Freddie Mac Collateralized Mortgage Obligations)		5,976,867

		Total Repurchase Agreements (Cost $72,095,962)		72,095,962

		Total Investments Purchased as Securities Lending Collateral (Cost $159,282,257)		159,282,257

		Total Investments—145.25% (Cost $734,217,359)		737,962,493

		Liabilities in Excess of Other Assets — (45.25)%		(229,914,691	)

		Total Net Assets — 100.00%	$	508,047,802

Percentages are stated as a percent of net assets.

(a)		Non income producing.

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

(c)		Restricted under Rule 144a of the Securities Act of 1933.

(d)		Variable rate security. The rate shown is the rate in effect on June 30, 2005.

(e)		The Fund holds option(s) on this security.

(f)		Assigned as collateral for certain futures contracts.

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF OPTIONS WRITTEN
June 30, 2005


			Market
Contracts			Value
		CALL OPTIONS
		FNMA
	180	Expiration: July, 2005, Exercise Price: $101.41	$	1,125
		U.S. Treasury Note Future
	104	Expiration: August, 2005, Exercise Price: $112.00		193,375
	127	Expiration: August, 2005, Exercise Price: $114.00		83,344
	58	Expiration: August, 2005, Exercise Price: $115.00		19,031

				296,875

		PUT OPTIONS
		U.S. Treasury Note Future
	58	Expiration: August, 2005, Exercise Price: $110.00		5,437

		Total Options Written (Premiums received $146,907)	$	302,312

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS
June 30, 2005


		Amount of			Amount of		Unrealized
Forward	Currency to	Currency to		Currency to	Currency to		Appreciation
expiration date	be received	be received		be delivered	be delivered		(Depreciation)
8/10/2005	Australian Dollars		1,419,024	U.S. Dollars		1,098,041	$	20,884
7/20/2005	British Pounds		115,996	U.S. Dollars		212,794		5,080
8/10/2005	Canadian Dollars		1,093,926	U.S. Dollars		883,624		(10,447	)
8/10/2005	Euros		6,428,824	U.S. Dollars		8,367,436		572,398
7/29/2005	Euros		658,364	U.S. Dollars		796,729		(1,151	)
7/15/2005	Mexican Pesos		31,368,052	U.S. Dollars		2,829,596		(81,653	)
9/8/2005	Poland Zlotys		10,765,300	U.S. Dollars		3,198,342		(18,827	)

							$	486,284

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF OPEN FUTURES CONTRACTS
June 30, 2005


	Number of
	Contracts							Unrealized
	Purchased			Contract			Settlement	Appreciation
Description	(Sold)			Value			Month	(Depreciation)
Eurodollar 90 Day Futures		445			42,787		Sep-05		(256,329	)
Eurodollar 90 Day Futures		172			16,517		Dec-05		(31,145	)
Eurodollar 90 Day Futures		30			2,880		Mar-06		5,152
Eurodollar 90 Day Futures		(10	)		(960	)	Jun-06		(2,159	)
Eurodollar 90 Day Futures		(180	)		(17,276	)	Sep-06		(67,763	)
Eurodollar 90 Day Futures		(116	)		(11,131	)	Dec-06		(38,451	)
Euro Bund 10 year Futures		108			16,143		Sep-05		105,615
Fed Fund 30 Day Futures		81			7,836		Jul-05		(3,651	)
U.S. Treasury 2 year Note Futures		48			4,984		Sep-05		(5,780	)
U.S. Treasury 5 year Note Futures		49			5,336		Sep-05		(12,232	)
U.S. Treasury 10 year Note Futures		115			12,981		Sep-05		223,662
U.S. Treasury 10 year Note Futures (a)		(80	)		(9,078	)	Sep-05		(94,830	)
U.S. Treasury Long Bond Futures		(22	)		(2,612	)	Sep-05		(76,644	)

									(254,555	)

(a) The Fund holds option(s) on this security.

See notes to financial statements.

AssetMark Core Plus Fixed Income Fund

SCHEDULE OF SWAP CONTRACTS
June 30, 2005


				Unrealized
	Notional Amount			Appreciation/(Depreciation)
Bear Stearns Co. Note, 7.625%, 12/07/2009 Credit Default Swap		(400,000	)		2,246
Bear Stearns Co. Note, 7.625%, 12/07/2009 Credit Default Swap		(340,000	)		35
DJ CDX, 3/20/2010 Credit Default Swap		630,000			(4,372	)
DJ CDX, 3/20/2010 Credit Default Swap		3,840,000			(27,074	)
DJ CDX, 3/20/2010 Credit Default Swap		3,400,000			(8,495	)
DJ CDX, 6/20/2010 Credit Default Swap		5,500,000			(31,934	)
Countrywide Financial Convertible Bond, 0.00%, 2/582031 Credit Default Swap		(400,000	)		2,027
Citigroup Inc. Note, 6.50%, 1/18/2011 Credit Default Swap		(400,000	)		613
Citigroup Inc. Note, 6.50%, 1/18/2011 Credit Default Swap		(340,000	)		5,526
Credit Suisse First Boston Note, 6.50%, 1/15/2012 Credit Default Swap		(340,000	)		1,647
Goldman Sachs Group, Inc. Note, 6.60%, 1/15/2012 Credit Default Swap		(400,000	)		2,909
Goldman Sachs Group, Inc. Note, 6.60%, 1/15/2012 Credit Default Swap		(340,000	)		593
JP Morgan Chase & Co., 3.50%, 3/15/2009 Credit Default Swap		(400,000	)		2,948
JP Morgan Chase & Co., 3.50%, 3/15/2009 Credit Default Swap		(340,000	)		338
Merrill Lynch & Co. Note, 6.00%, 2/17/2009 Credit Default Swap		(400,000	)		2,011
Merrill Lynch & Co. Note, 6.00%, 2/17/2009 Credit Default Swap		(340,000	)		338
Morgan Stanley Dean Witter Note, 6.60%, 4/1/2012 Credit Default Swap		(400,000	)		2,945
Morgan Stanley Dean Witter Note, 6.60%, 4/1/2012 Credit Default Swap		(340,000	)		609
Solomon Smith Barney Corp. Note, 5.125%, 8/27/2012 Credit Default Swap		(340,000	)		1,169
Wachovia Corp. Note, 3.50%, 8/15/2008 Credit Default Swap		(400,000	)		880
Wachovia Corp. Note, 3.50%, 8/15/2008 Credit Default Swap		(340,000	)		388
Washington Mutual Inc. Senior Note, 4.375%, 1/15/2008 Credit Default Swap		(400,000	)		5,987
Wells Fargo Co. Note, 3.50%, 4/4/2008 Credit Default Swap		(400,000	)		210
Wells Fargo Co. Note, 3.98%, 10/29/2010 Credit Default Swap		(340,000	)		(177	)

					(38,633	)

See notes to financial statements.

(This Page Intentionally Left Blank.)

AssetMark Funds

STATEMENTS OF ASSETS & LIABILITIES
June 30, 2005


	Large Cap			Large Cap		Small/Mid Cap		Small/Mid Cap
	Growth Fund			Value Fund		Growth Fund		Value Fund
ASSETS:
Investments, at value (cost $738,564,897, $735,240,583, $187,390,006 and $159,121,843 respectively) ¹	$	796,045,721		$	785,810,020	$	200,269,405	$	175,325,921
Cash		—			—		—		6,236
Receivable for investment securities sold		—			—		6,280,044		488,467
Income receivable		328,400			900,930		22,146		323,222
Receivable for fund shares sold		1,353,083			1,208,572		304,735		286,719
Other assets		142,403			162,554		69,860		64,265

Total Assets		797,869,607			788,082,076		206,946,190		176,494,830

LIABILITIES:
Collateral on securities loaned		226,343,115			216,175,516		53,298,687		44,011,005
Payable to Investment Advisor		443,800			442,608		114,220		111,980
Payable to Custodian		10,956			10,161		3,904		5,066
Payable for investment securities purchased		—			—		4,712,958		1,010,555
Payable for fund shares redeemed		187,473			201,859		117,383		141,096
Other accrued expenses		412,718			402,357		127,777		111,503

Total Liabilities		227,398,062			217,232,501		58,374,929		45,391,205

NET ASSETS	$	570,471,545		$	570,849,575	$	148,571,261	$	131,103,625

NET ASSETS CONSIST OF:
Capital stock		525,588,009			509,981,793		133,326,996		107,961,983
Unrealized appreciation on investments		57,480,824			50,569,437		12,879,399		16,204,078
Accumulated undistributed net investment income		31,439			1,867,780		—		—
Accumulated undistributed net realized gain/(loss)		(12,628,727	)		8,430,565		2,364,866		6,937,564

Total Net Assets	$	570,471,545		$	570,849,575	$	148,571,261	$	131,103,625

Shares outstanding (unlimited shares of no par value authorized)		62,018,365			50,784,917		15,546,267		9,439,728
Net asset value, offering and redemption price per share	$	9.20		$	11.24	$	9.56	$	13.89


¹ Includes loaned securities with a market value of	$	217,347,913		$	204,106,763	$	51,192,814	$	42,104,343

See notes to financial statements.

AssetMark Funds

STATEMENTS OF ASSETS & LIABILITIES (Continued)
June 30, 2005


	International		Real Estate		Tax-Exempt			Core Plus
	Equity		Securities		Fixed Income			Fixed Income
	Fund		Fund		Fund			Fund
ASSETS:
Investments, at value (cost $507,458,193, $82,529,850, $152,904,172 and $624,717,359, respectively) ¹	$	543,182,312	$	103,520,785	$	154,950,837		$	628,462,493
Repurchase agreements (cost $0, $0, $0 and $109,500,000, respectively)		—		—		—			109,500,000
Foreign currencies (cost $0, $0, $0 and $511,885, respectively)		—		—		—			511,583
Variation margin on futures		—		—		—			21,924
Appreciation of forward foreign currency contracts		—		—		—			598,362
Appreciation of swap contracts		—		—		—			33,419
Cash		294,327		3,902		—			50,880,114
Cash held at broker for futures contracts		—		—		—			587,875
Receivable for investment securities sold		2,361,274		65,037		—			46,249,023
Income receivable		1,175,053		377,660		2,132,745			3,711,993
Receivable for fund shares sold		1,096,449		147,462		695,378			2,646,172
Other assets		133,706		63,874		53,569			137,141

Total Assets		548,243,121		104,178,720		157,832,529			843,340,099

LIABILITIES:
Options written at value (Premium received $0, $0, $0 and $146,907, respectively)		—		—		—			302,312
Collateral on securities loaned		125,283,505		28,399,192		—			159,282,257
Depreciation of forward foreign currency contracts		—		—		—			112,078
Depreciation of swap contracts		—		—		—			72,052
Payable to Investment Advisor		318,390		58,381		87,651			307,905
Payable to Custodian		6,597		2,213		3,924			16,225
Payable for investment securities purchased		9,227,672		558,735		—			174,573,529
Payable for fund shares redeemed		124,517		38,550		43,938			174,825
Other accrued expenses		296,869		77,771		152,163			397,289
Payable for open swap contracts		—		—		—			53,825

Total Liabilities		135,257,550		29,134,842		287,676			335,292,297

NET ASSETS	$	412,985,571	$	75,043,878	$	157,544,853		$	508,047,802

NET ASSETS CONSIST OF:
Capital stock		354,205,480		47,207,626		155,696,037			499,677,927
Unrealized appreciation/(depreciation) on:
Investments		35,724,119		20,990,935		2,046,665			3,745,134
Written options		—		—		—			(155,405	)
Foreign currencies		—		—		—			(13,145	)
Futures contracts		—		—		—			(254,555	)
Swap contracts		—		—		—			(38,633	)
Forward currency exchange contracts		—		—		—			486,284
Accumulated undistributed net investment income		2,496,575		—		24,054			30,874
Accumulated undistributed net realized gain/(loss)		20,559,397		6,845,317		(221,903	)		4,569,321

Total Net Assets	$	412,985,571	$	75,043,878	$	157,544,853		$	508,047,802

Shares outstanding (unlimited shares of no par value authorized)		35,028,541		4,335,809		14,311,509			47,357,490
Net asset value, offering and redemption price per share	$	11.79	$	17.31	$	11.01		$	10.73

¹ Includes loaned securities with a market value of	$	120,378,802	$	27,636,735	$	—		$	156,234,540

See notes to financial statements.

(This Page Intentionally Left Blank.)

AssetMark Funds

STATEMENTS OF OPERATIONS
For the Year Ended June 30, 2005


	Large Cap			Large Cap			Small/Mid Cap			Small/Mid Cap
	Growth Fund			Value Fund			Growth Fund			Value Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $0, $0, $240 and $33,017, respectively)	$	3,969,402		$	8,760,275		$	656,696		$	1,423,485
Interest income		273,577			434,837			116,418			159,609

Total investment income		4,242,979			9,195,112			773,114			1,583,094

EXPENSES:
Investment advisory fees		4,117,471			4,263,459			1,072,069			1,224,073
Distribution (12b-1) fees		1,085,002			1,121,963			282,123			306,018
Federal and state registration fees		99,904			97,057			38,596			35,162
Custody fees		53,869			53,580			23,876			34,690
Audit fees		30,214			32,717			22,038			24,465
Shareholder servicing fees		152,546			157,814			39,302			43,154
Fund accounting fees		69,678			70,881			34,607			37,008
Administration fees		189,359			194,660			57,320			61,830
Transfer agent fees and expenses		24,881			24,672			15,300			15,521
Reports to shareholders		22,264			21,773			10,807			10,205
Trustees’ fees and expenses		29,758			28,381			7,076			5,924
Legal fees		99,766			94,534			23,015			19,264
Insurance fees		14,583			14,590			4,186			4,863

Total expenses before fee waivers and/or expense reimbursements		5,989,295			6,176,081			1,630,315			1,822,177

Less securities lending credit (See Note 6)		(83,359	)		(252,893	)		(45,279	)		(23,785	)
Expenses recaptured by the Advisor (See Note 3)		34,371			20,347			106,412			147,884

Net expenses		5,940,307			5,943,535			1,691,448			1,946,276

Net investment income/(loss)		(1,697,328	)		3,251,577			(918,334	)		(363,182	)

NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
Net realized gain/(loss) on investments		(3,042,212	)		11,347,262			4,068,012			9,054,428
Net change in unrealized appreciation on investments		11,378,549			15,353,402			115,208			3,701,966

Net realized and unrealized gains		8,336,337			26,700,664			4,183,220			12,756,394

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	6,639,009		$	29,952,241		$	3,264,886		$	12,393,212

See notes to financial statements.

AssetMark Funds

STATEMENTS OF OPERATIONS (Continued)
For the Year Ended June 30, 2005


	International			Real Estate			Tax-Exempt			Core Plus
	Equity			Securities			Fixed Income			Fixed Income
	Fund			Fund			Fund			Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $1,184,324, $1,709, $0 and $0, respectively)	$	8,269,574		$	4,420,752		$	—		$	1,878,045
Interest income		304,410			53,484			3,516,291			12,303,052

Total investment income		8,573,984			4,474,236			3,516,291			14,181,097

EXPENSES:
Investment advisory fees		3,408,166			853,921			872,106			2,834,958
Distribution (12b-1) fees		896,886			224,716			272,533			944,986
Federal and state registration fees		68,241			29,074			40,377			86,532
Custody fees		43,643			16,964			14,005			88,219
Audit fees		25,532			23,624			23,840			24,419
Shareholder servicing fees		127,777			29,667			54,507			135,421
Fund accounting fees		84,932			33,500			57,595			114,349
Administration fees		164,058			45,502			55,123			170,462
Transfer agent fees and expenses		22,304			14,322			15,137			23,179
Reports to shareholders		16,484			13,336			5,378			26,909
Trustees’ fees and expenses		19,239			3,502			7,607			24,641
Legal fees		65,730			12,694			25,661			84,670
Insurance fees		11,861			3,488			3,486			12,535

Total expenses before fee waivers and/or expense reimbursements		4,954,853			1,304,310			1,447,355			4,571,280

Less securities lending credit (Note 6)		(175,368	)		(14,876	)		—			(139,201	)
Expenses recaptured/(reimbursed and/or waived) by the Advisor (Note 3)		—			49,874			(41,084	)		113,989

Net expenses		4,779,485			1,339,308			1,406,271			4,546,068

Net investment income		3,794,499			3,134,928			2,110,020			9,635,029

See notes to financial statements.

AssetMark Funds

STATEMENTS OF OPERATIONS (Continued)
For the Year Ended June 30, 2005


	International		Real Estate		Tax-Exempt			Core Plus
	Equity		Securities		Fixed Income			Fixed Income
	Fund		Fund		Fund			Fund
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
Net realized gain/(loss) on:
Investments	$	24,407,090	$	8,401,087	$	(151,193	)		4,567,239
Written options		—		—		—			680,619
Foreign currencies		—		—		—			306,009
Futures contracts		—		—		—			365,977
Swap contracts		—		—		—			105,340
Short positions		—		—		—			(22,266	)
Investment companies		—		—		—			2,001,884
Forward currency contracts		—		—		—			(1,433,825	)

Total		24,407,090		8,401,087		(151,193	)		6,570,977
Net change in unrealized appreciation/ (depreciation) on:
Investments		15,803,738		10,600,077		2,247,303			3,745,134
Written options		—		—		—			(155,405	)
Foreign currencies		—		—		—			(13,145	)
Futures contracts		—		—		—			(254,555	)
Swap contracts		—		—		—			(38,633	)
Short positions		—		—		—			—
Investment companies		—		—		—			2,930,022
Forward currency contracts		—		—		—			486,284

Total		15,803,738		10,600,077		2,247,303			6,699,702

Net realized and unrealized gains		40,210,828		19,001,164		2,096,110			13,270,679

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	44,005,327	$	22,136,092	$	4,206,130		$	22,905,708

See notes to financial statements.

AssetMark Funds

STATEMENTS OF CHANGES IN NET ASSETS


	Large Cap Growth Fund						Large Cap Value Fund
	Year			Year			Year			Year
	Ended			Ended			Ended			Ended
	June 30, 2005			June 30, 2004			June 30, 2005			June 30, 2004
OPERATIONS:
Net investment income/(loss)	$	(1,697,328	)	$	(1,836,122	)	$	3,251,577		$	1,086,839
Net realized gain/(loss) on investment transactions		(3,042,212	)		(1,250,086	)		11,347,262			14,395,351
Change in unrealized appreciation on investments		11,378,549			39,799,924			15,353,402			29,520,823

Net increase in net assets resulting from operations		6,639,009			36,713,716			29,952,241			45,003,013

CAPITAL SHARE TRANSACTIONS:
Shares sold		318,816,577			271,232,057			320,385,166			254,502,879
Shares issued to holders in reinvestment of dividends		—			—			8,172,447			314,511
Shares redeemed		(99,436,811	)		(81,856,329	)		(113,645,485	)		(76,934,863	)

Net increase		219,379,766			189,375,728			214,912,128			177,882,527

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income		—			—			(2,137,173	)		(546,348	)
From net realized gains		—			—			(12,064,060	)		—

Total dividends and distributions		—			—			(14,201,233	)		(546,348	)


INCREASE IN NET ASSETS		226,018,775			226,089,444			230,663,136			222,339,192

NET ASSETS:
Beginning of year		344,452,770			118,363,326			340,186,439			117,847,247

End of year (including undistributed net investment income of $31,439, $0, $1,867,780 and $753,376, respectively)	$	570,471,545		$	344,452,770		$	570,849,575		$	340,186,439


CHANGES IN SHARES OUTSTANDING:
Shares sold		35,501,955			31,339,071			29,366,301			24,996,088
Shares issued to holders in reinvestment of dividends		—			—			718,141			30,011
Shares redeemed		(11,104,342	)		(9,317,139	)		(10,341,351	)		(7,403,073	)

Net increase		24,397,613			22,021,932			19,743,091			17,623,026

See notes to financial statements.

AssetMark Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Small/Mid Cap Growth Fund						Small/Mid Cap Value Fund
	Year			Year			Year			Year
	Ended			Ended			Ended			Ended
	June 30, 2005			June 30, 2004			June 30, 2005			June 30, 2004
OPERATIONS:
Net investment loss	$	(918,334	)	$	(581,352	)	$	(363,182	)	$	(268,547	)
Net realized gain on investment transactions		4,068,012			1,935,333			9,054,428			3,931,147
Change in unrealized appreciation on investments		115,208			9,351,693			3,701,966			9,332,651

Net increase in net assets resulting from operations		3,264,886			10,705,674			12,393,212			12,995,251

CAPITAL SHARE TRANSACTIONS:
Shares sold		83,978,187			78,146,205			79,733,516			85,833,704
Shares issued to holders in reinvestment of dividends		—			—			2,160,322			—
Shares redeemed		(25,861,400	)		(33,183,137	)		(58,244,707	)		(29,583,647	)

Net increase		58,116,787			44,963,068			23,649,131			56,250,057

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income		—			—			—			—
From net realized gains		—			—			(3,887,396	)		—

Total dividends and distributions		—			—			(3,887,396	)		—


INCREASE IN NET ASSETS		61,381,673			55,668,742			32,154,947			69,245,308

NET ASSETS:
Beginning of year		87,189,588			31,520,846			98,948,678			29,703,370

End of year (including undistributed net investment income of $0, $0, $0 and $0, respectively)	$	148,571,261		$	87,189,588		$	131,103,625		$	98,948,678

CHANGES IN SHARES OUTSTANDING:
Shares sold		9,206,311			8,721,440			6,032,856			7,137,418
Shares issued to holders in reinvestment of dividends		—			—			156,319			—
Shares redeemed		(2,851,564	)		(3,655,468	)		(4,402,714	)		(2,415,306	)

Net increase		6,354,747			5,065,972			1,786,461			4,722,112

See notes to financial statements.

AssetMark Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	International Equity Fund						Real Estate Securities Fund
	Year			Year			Year			Year
	Ended			Ended			Ended			Ended
	June 30, 2005			June 30, 2004			June 30, 2005			June 30, 2004
OPERATIONS:
Net investment income	$	3,794,499		$	955,853		$	3,134,928		$	2,254,528
Net realized gain/(loss) on investment transactions		24,407,090			12,594,399			8,401,087			(557,161	)
Change in unrealized appreciation on investments		15,803,738			14,174,755			10,600,077			8,049,921

Net increase in net assets resulting from operations		44,005,327			27,725,007			22,136,092			9,747,288

CAPITAL SHARE TRANSACTIONS:
Shares sold		239,122,608			213,856,973			59,607,185			78,517,159
Shares issued to holders in reinvestment of dividends		2,533,958			333,035			2,928,904			702,853
Shares redeemed		(129,960,660	)		(56,457,723	)		(84,251,749	)		(34,101,206	)

Net increase/(decrease)		111,695,906			157,732,285			(21,715,660	)		45,118,806

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income		(1,968,196	)		(595,314	)		(2,660,912	)		(1,258,850	)
From net realized gains		(2,524,840	)		—			(2,511,494	)		—

Total dividends and distributions		(4,493,036	)		(595,314	)		(5,172,406	)		(1,258,850	)


INCREASE/(DECREASE) IN NET ASSETS		151,208,197			184,861,978			(4,751,974	)		53,607,244

NET ASSETS:
Beginning of year		261,777,374			76,915,396			79,795,852			26,188,608

End of year (including undistributed net investment income of $2,496,575, $1,044,341, $0 and $836,080, respectively)	$	412,985,571		$	261,777,374		$	75,043,878		$	79,795,852


CHANGES IN SHARES OUTSTANDING:
Shares sold		21,073,076			21,652,097			3,873,018			6,138,136
Shares issued to holders in reinvestment of dividends		210,987			32,523			180,240			54,191
Shares redeemed		(11,359,338	)		(5,936,128	)		(5,560,961	)		(2,672,514	)

Net increase/(decrease)		9,924,725			15,748,492			(1,507,703	)		3,519,813

See notes to financial statements.

AssetMark Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Tax-Exempt Fixed						Core Plus Fixed
	Income Fund						Income Fund
	Year			Year			Year			Year
	Ended			Ended			Ended			Ended
	June 30, 2005			June 30, 2004			June 30, 2005			June 30, 2004
OPERATIONS:
Net investment income	$	2,110,020		$	918,498		$	9,635,029		$	7,174,239
Net realized gain/(loss) on investment transactions		(151,193	)		(70,710	)		6,570,977			447,078
Change in unrealized appreciation/(depreciation) on investments		2,247,303			(1,389,303	)		6,699,702			(6,995,671	)

Net increase/(decrease) in net assets resulting from operations		4,206,130			(541,515	)		22,905,708			625,646

CAPITAL SHARE TRANSACTIONS:
Shares sold		109,425,741			75,375,963			326,583,212			270,772,836
Shares issued to holders in reinvestment of dividends		1,080,128			417,159			6,468,013			3,908,176
Shares redeemed		(35,359,324	)		(20,060,940	)		(120,921,040	)		(93,819,641	)

Net increase		75,146,545			55,732,182			212,130,185			180,861,371

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income		(2,109,378	)		(902,285	)		(10,299,353	)		(6,979,005	)
From net realized gains		—			(86,926	)		(1,476,782	)		—

Total dividends and distributions		(2,109,378	)		(989,211	)		(11,776,135	)		(6,979,005	)


INCREASE IN NET ASSETS		77,243,297			54,201,456			223,259,758			174,508,012

NET ASSETS:
Beginning of year		80,301,556			26,100,100			284,788,044			110,280,032

End of year (including undistributed net investment income of $24,054, $23,412, $30,874 and $217,067, respectively)	$	157,544,853		$	80,301,556		$	508,047,802		$	284,788,044


CHANGES IN SHARES OUTSTANDING:
Shares sold		9,973,046			6,903,906			30,715,066			25,665,720
Shares issued to holders in reinvestment of dividends		98,510			38,239			609,214			372,060
Shares redeemed		(3,226,517	)		(1,837,474	)		(11,391,944	)		(8,907,589	)

Net increase		6,845,039			5,104,671			19,932,336			17,130,191

See notes to financial statements.

AssetMark Funds

FINANCIAL HIGHLIGHTS


	Large Cap Growth Fund
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30, 2005			June 30, 2004			June 30, 2003			June 30, 2002
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	$	9.16		$	7.59		$	7.28		$	10.00

Income from investment operations:
Net investment loss		(0.03	)		(0.04	)		—			(0.04	)
Net realized and unrealized gains/(losses) on investments		0.07			1.61			0.31			(2.68	)

Total from investment operations		0.04			1.57			0.31			(2.72	)


Less distributions:
Dividends from net investment income		—			—			—			—
Dividends from net realized gains		—			—			—			—

Total distributions		—			—			—			—


Net asset value, end of year	$	9.20		$	9.16		$	7.59		$	7.28


Total return		0.44	%		20.69	%		4.26	%		-27.20	%

Supplemental data and ratios:
Net assets, end of year	$	570,471,545		$	344,452,770		$	118,363,326		$	49,664,714

Ratio of expenses to average net assets
Before securities lending credit, including Recapture		1.39	%		1.51	%		1.63	%		1.75	%
After Expense Reimbursement/Recapture and Securities Lending Credit		1.37	%		1.49	%		1.49	%		1.49	%

Ratio of net investment loss to average net assets
Before securities lending credit, including Recapture		-0.41	%		-0.83	%		-0.84	%		-1.19	%
After Expense Reimbursement/Recapture		-0.39	%		-0.81	%		-0.70	%		-0.93	%

Portfolio turnover rate		21.63	%		24.66	%		30.47	%		82.84	%

See notes to financial statements.

AssetMark Funds

FINANCIAL HIGHLIGHTS


	Large Cap Value Fund
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30, 2005			June 30, 2004			June 30, 2003			June 30, 2002
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	$	10.96		$	8.78		$	9.20		$	10.00

Income from investment operations:
Net investment income		0.07			0.05			0.06			0.05
Net realized and unrealized gains/(losses) on investments		0.56			2.15			(0.43	)		(0.82	)

Total from investment operations		0.63			2.20			(0.37	)		(0.77	)


Less distributions:
Dividends from net investment income		(0.05	)		(0.02	)		(0.04	)		(0.03	)
Dividends from net realized gains		(0.30	)		—			(0.01	)		—

Total distributions		(0.35	)		(0.02	)		(0.05	)		(0.03	)


Net asset value, end of year	$	11.24		$	10.96		$	8.78		$	9.20

Total return		5.69	%		25.12	%		-3.89	%		-7.76	%

Supplemental data and ratios:
Net assets, end of year	$	570,849,575		$	340,186,439		$	117,847,247		$	53,317,327

Ratio of expenses to average net assets
Before securities lending credit, including Recapture		1.38	%		1.51	%		1.61	%		1.78	%
After Expense Reimbursement/Recapture and Securities Lending Credit		1.33	%		1.49	%		1.49	%		1.49	%

Ratio of net investment income/(loss) to average net assets
Before securities lending credit, including Recapture		0.67	%		0.47	%		0.56	%		0.28	%
After Expense Reimbursement/Recapture		0.72	%		0.49	%		0.68	%		0.57	%

Portfolio turnover rate		20.06	%		26.27	%		49.79	%		94.61	%

See notes to financial statements.

AssetMark Funds

FINANCIAL HIGHLIGHTS


	Small/Mid Cap Growth Fund
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30, 2005			June 30, 2004			June 30, 2003			June 30, 2002
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	$	9.49		$	7.64		$	7.20		$	10.00

Income from investment operations:
Net investment loss		(0.06	)		(0.06	)		—			(0.06	)
Net realized and unrealized gains/(losses) on investments		0.13			1.91			0.44			(2.74	)

Total from investment operations		0.07			1.85			0.44			(2.80	)


Less distributions:
Dividends from net investment income		—			—			—			—
Dividends from net realized gains		—			—			—			—

Total distributions		—			—			—			—


Net asset value, end of year	$	9.56		$	9.49		$	7.64		$	7.20


Total return		0.74	%		24.21	%		6.11	%		-28.00	%

Supplemental data and ratios:
Net assets, end of year	$	148,571,261		$	87,189,588		$	31,520,846		$	12,917,171

Ratio of expenses to average net assets
Before securities lending credit, including Recapture		1.54	%		1.61	%		2.01	%		2.30	%
After Expense Reimbursement/Recapture and Securities Lending Credit		1.50	%		1.57	%		1.59	%		1.59	%

Ratio of net investment loss to average net assets
Before securities lending credit, including Recapture		-0.85	%		-0.97	%		-1.78	%		-2.01	%
After Expense Reimbursement/Recapture		-0.81	%		-0.93	%		-1.36	%		-1.30	%

Portfolio turnover rate		99.09	%		56.19	%		19.02	%		51.57	%

See notes to financial statements.

AssetMark Funds

FINANCIAL HIGHLIGHTS


	Small/Mid Cap Value Fund
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30, 2005			June 30, 2004			June 30, 2003			June 30, 2002
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	$	12.93		$	10.13		$	10.15		$	10.00

Income from investment operations:
Net investment loss		(0.04	)		(0.04	)		—			(0.02	)
Net realized and unrealized gains/(losses) on investments		1.40			2.84			(0.02	)		0.17

Total from investment operations		1.36			2.80			(0.02	)		0.15


Less distributions:
Dividends from net investment income		—			—			—			—
Dividends from net realized gains		(0.40	)		—			—			—

Total distributions		(0.40	)		—			—			—


Net asset value, end of year	$	13.89		$	12.93		$	10.13		$	10.15


Total return		10.56	%		27.64	%		-0.20	%		1.50	%

Supplemental data and ratios:
Net assets, end of year	$	131,103,625		$	98,948,678		$	29,703,370		$	13,311,184

Ratio of expenses to average net assets
Before securities lending credit, including Recapture		1.61	%		1.66	%		2.20	%		2.40	%
After Expense Reimbursement/Recapture and Securities Lending Credit		1.59	%		1.56	%		1.59	%		1.59	%

Ratio of net investment loss to average net assets
Before securities lending credit, including Recapture		-0.32	%		-0.53	%		-0.97	%		-1.14	%
After Expense Reimbursement/Recapture		-0.30	%		-0.43	%		-0.36	%		-0.33	%

Portfolio turnover rate		92.42	%		82.83	%		64.32	%		84.19	%

See notes to financial statements.

AssetMark Funds

FINANCIAL HIGHLIGHTS


	International Equity Fund
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30, 2005			June 30, 2004			June 30, 2003			June 30, 2002
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		$	8.22		$	8.96		$	10.00

Income from investment operations:
Net investment income		0.10			0.08			0.09			0.03
Net realized and unrealized gains/(losses) on investments		1.40			2.17			(0.80	)		(1.07	)

Total from investment operations		1.50			2.25			(0.71	)		(1.04	)


Less distributions:
Dividends from net investment income		(0.06	)		(0.04	)		(0.03	)		—
Dividends from net realized gains		(0.08	)		—			—			—

Total distributions		(0.14	)		(0.04	)		(0.03	)		—


Net asset value, end of year	$	11.79		$	10.43		$	8.22		$	8.96


Total return		14.37	%		27.40	%		-7.92	%		-10.40	%

Supplemental data and ratios:
Net assets, end of year	$	412,985,571		$	261,777,374		$	76,915,396		$	57,301,398

Ratio of expenses to average net assets
Before securities lending credit, including Recapture		1.38	%		1.53	%		1.60	%		1.71	%
After Expense Reimbursement/Recapture and Securities Lending Credit		1.33	%		1.47	%		1.59	%		1.59	%

Ratio of net investment income/(loss) to average net assets
Before securities lending credit, including Recapture		1.01	%		0.56	%		0.97	%		0.36	%
After Expense Reimbursement/Recapture		1.06	%		0.62	%		0.99	%		0.48	%

Portfolio turnover rate		80.32	%		60.74	%		148.87	%		76.83	%

See notes to financial statements.

AssetMark Funds

FINANCIAL HIGHLIGHTS


	Real Estate Securities Fund
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30, 2005			June 30, 2004			June 30, 2003			June 30, 2002
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	$	13.66		$	11.27		$	11.18		$	10.00

Income from investment operations:
Net investment income		0.59			0.56			0.56			0.46
Net realized and unrealized gains/(losses) on investments		3.89			2.15			(0.06	)		0.97

Total from investment operations		4.48			2.71			0.50			1.43


Less distributions:
Dividends from net investment income		(0.43	)		(0.32	)		(0.33	)		(0.25	)
Dividends from net realized gains		(0.40	)		—			(0.08	)		—

Total distributions		(0.83	)		(0.32	)		(0.41	)		(0.25	)


Net asset value, end of year	$	17.31		$	13.66		$	11.27		$	11.18


Total return		33.22	%		24.24	%		4.87	%		14.60	%

Supplemental data and ratios:
Net assets, end of year	$	75,043,878		$	79,795,852		$	26,188,608		$	14,186,721

Ratio of expenses to average net assets
Before securities lending credit, including Recapture		1.51	%		1.56	%		2.02	%		2.28	%
After Expense Reimbursement/Recapture and Securities Lending Credit		1.49	%		1.49	%		1.49	%		1.49	%

Ratio of net investment income to average net assets
Before securities lending credit, including Recapture		3.47	%		4.14	%		4.61	%		4.36	%
After Expense Reimbursement/Recapture		3.49	%		4.20	%		5.14	%		5.15	%

Portfolio turnover rate		77.64	%		24.30	%		28.71	%		68.04	%

See notes to financial statements.

AssetMark Funds

FINANCIAL HIGHLIGHTS


	Tax-Exempt Fixed Income Fund
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30, 2005			June 30, 2004			June 30, 2003			June 30, 2002
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	$	10.75		$	11.05		$	10.46		$	10.00

Income from investment operations:
Net investment income		0.20			0.17			0.22			0.18
Net realized and unrealized gains/(losses) on investments		0.26			(0.28	)		0.59			0.46

Total from investment operations		0.46			(0.11	)		0.81			0.64


Less distributions:
Dividends from net investment income		(0.20	)		(0.17	)		(0.22	)		(0.18	)
Dividends from net realized gains		—			(0.02	)		—			—

Total distributions		(0.20	)		(0.19	)		(0.22	)		(0.18	)


Net asset value, end of year	$	11.01		$	10.75		$	11.05		$	10.46


Total return		4.29	%		-1.01	%		7.78	%		6.47	%

Supplemental data and ratios:
Net assets, end of year	$	157,544,853		$	80,301,556		$	26,100,100		$	14,088,545

Ratio of expenses to average net assets
Before Expense Reimbursement, including Recapture		1.33	%		1.41	%		1.82	%		2.28	%
After Expense Reimbursement/Recapture and Securities Lending Credit		1.29	%		1.29	%		1.29	%		1.29	%

Ratio of net investment income to average net assets
Before Expense Reimbursement, including Recapture		1.90	%		1.65	%		1.66	%		1.42	%
After Expense Reimbursement/Recapture		1.94	%		1.77	%		2.19	%		2.41	%

Portfolio turnover rate		30.05	%		18.90	%		19.18	%		11.02	%

See notes to financial statements.

AssetMark Funds

FINANCIAL HIGHLIGHTS


	Core Plus Fixed Income Fund
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30, 2005			June 30, 2004			June 30, 2003			June 30, 2002
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	$	10.38		$	10.71		$	10.15		$	10.00

Income from investment operations:
Net investment income		0.25			0.36			0.48			0.45
Net realized and unrealized gains/(losses) on investments		0.41			(0.34	)		0.56			0.15

Total from investment operations		0.66			0.02			1.04			0.60


Less distributions:
Dividends from net investment income		(0.27	)		(0.35	)		(0.48	)		(0.45	)
Dividends from net realized gains		(0.04	)		—			—			—

Total distributions		(0.31	)		(0.35	)		(0.48	)		(0.45	)


Net asset value, end of year	$	10.73		$	10.38		$	10.71		$	10.15


Total return		6.47	%		0.21	%		10.47	%		6.03	%

Supplemental data and ratios:
Net assets, end of year	$	508,047,802		$	284,788,044		$	110,280,032		$	52,817,274

Ratio of expenses to average net assets
Before securities lending credit, including Recapture		1.24	%		1.29	%		1.41	%		1.62	%
After Expense Reimbursement/Recapture and Securities Lending Credit		1.20	%		1.29	%		1.29	%		1.29	%

Ratio of net investment income to average net assets
Before securities lending credit, including Recapture		2.51	%		3.71	%		4.69	%		5.04	%
After Expense Reimbursement/Recapture		2.55	%		3.71	%		4.81	%		5.37	%

Portfolio turnover rate		471.24	%		11.82	%		52.99	%		39.01	%

See notes to financial statements.

AssetMark Funds

NOTES TO FINANCIAL STATEMENTS

June 30, 2005

1.		Organization

		AssetMark Funds (the “Trust”) is organized as a Delaware statutory trust under a Declaration of Trust dated January 2, 2001. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company with eight non-diversified funds (the “Funds”): AssetMark Large Cap Growth Fund, AssetMark Large Cap Value Fund, AssetMark Small/Mid Cap Growth Fund, AssetMark Small/Mid Cap Value Fund, AssetMark International Equity Fund, AssetMark Real Estate Securities Fund, AssetMark Tax-Exempt Fixed Income Fund and AssetMark Core Plus Fixed Income Fund. 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 Funds commenced operations on June 29, 2001.

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 accounting principles generally accepted in the United States of America (“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 ADR’s are priced with an evaluated price, derived from the price of the ADR’s underlying foreign security.

			Investments in open-end investment companies are valued at the closing net asset value per share of each mutual fund on the day of valuation.

			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 calculates net asset value will be valued at their fair market value as determined under the Valuation Committee.

	(b)		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 Funds’ 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. The Core Plus Fixed Income Fund entered into repurchase agreements during the year ended June 30, 2005. For all funds engaged in securities lending, portions of cash collateral for securities on loan were invested in repurchase agreements at June 30, 2005.

	(c)		Federal Income Taxes

			The Funds intend to continue to comply with the requirements of the Internal Revenue Code necessary to qualify as regulated investment companies and to make the requisite distributions of income and capital gains to their shareholders sufficient to relieve them from all or substantially all Federal income taxes. Therefore, no Federal income tax provision is required.

AssetMark Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2005

	(d)		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 reporting period. Actual results could differ from those estimates.

	(e)		Indemnifications

			Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liability arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Trust’s maximum exposure under these arrangements are unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Trust expects the risk of loss to be remote.

	(f)		Expenses

			Most expenses of the Trust can be directly attributed to a specific Fund. Expenses that cannot be directly attributed to a specific Fund are apportioned among all the Funds in the Trust based on relative net assets.

	(g)		Security Transaction and Income Recognition Security transactions are accounted for on trade date. Dividend income is recognized on the ex-dividend date, and interest income is accrued daily. Realized gains and losses on investment transactions are determined using the specific identification method.

	(h)		Distributions to Shareholders

			The Funds, with the exception of the Tax-Exempt Fixed Income Fund and Core Plus Fixed Income Fund, will distribute any net investment income at least annually. The Tax-Exempt Fixed Income Fund and Core Plus Fixed Income 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. 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.

	(i)		Derivatives

			Each Fund may invest in derivative securities including call and put options, futures, forward currency contracts and swaps and 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 currency, 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 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

			The Funds may purchase and write call or put options on securities and indices and enter into related closing transactions, but will only engage in option strategies for non-speculative purposes. As a holder of a call option, a Fund has the right, but not the obligation, to purchase a security at the exercise price during the exercise period. As the writer of a call option, a Fund has the obligation to sell the security at the exercise price during the exercise period. As a holder of a put option, a Fund has the right, but not the obligation, to sell a security at the exercise price during the exercise

AssetMark Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2005

			period. As the writer of a put option, a Fund has the obligation to buy the underlying security at the exercise price during the exercise period.

			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 market value of an option.

			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.

			Options are valued daily at the last reported sale price at the close of the exchange on which the security is primarily traded. If no sales are reported for exchange-traded options, or the options are not exchange-traded, then they are valued at the mean of the most recent quoted bid and asked price.

			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 the 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 or 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 a loss, before cash settlement is required.

			Futures contracts are valued at the daily quoted settlement prices.

			Swaps

			The Core Plus Fixed Income Fund entered into credit default swaps. Credit default swaps involve the receipt of floating or fixed rate payments in exchange for assuming potential credit losses of an underlying security or basket of securities. Credit default swaps give one party to a transaction the right to dispose of or acquire an asset (or group of assets), or the right to receive or make a payment from the other party, upon the occurrence of specified credit events. Credit default swaps involve transferring the credit exposure of fixed income products between parties. The buyer of a credit default swap receives credit protection, whereas the seller of the swap guarantees the credit worthiness of the product. By doing this, the risk of default is transferred from the holder of the fixed income security to the seller of the swap.

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

	(j)		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 respective transactions. 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.

AssetMark Funds

NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2005

	(k)		Restricted Securities

			A restricted security cannot be resold to the general public without prior registration under the Securities Act of 1933. If the security is subsequently registered and resold, the issuers would typically bear the expense of all registrations at no cost to the Fund.

	(l)		Short Sales

			Although not currently part of any of the Fund’s investment strategies, 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 market value of the securities. The Funds held no short securities as of June 30, 2005.

	(m)		Trustee Compensation

			For their service as Trustees of the Trust, the Independent Trustees receive a retainer fee of $20,000 per year ($30,000 per year effective June 1, 2005) and $2,500 per in-person meeting attended, as well as reimbursement for expenses incurred in connection with attendance at such meetings. Telephonic meeting fees are determined according to length of the meeting as follows: $1,000 for one to two hours, $1,500 for two to three hours and $2,500 for three hours or longer. The interested persons who serve as Trustees of the Trust receive no compensation for their service as Trustees.

3.		Investment Advisor

		The Trust has an Investment Advisory Agreement (the “Agreement”) with AssetMark Investment Services, Inc. (the “Advisor”), 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 Trust, on behalf of the Funds, compensates the Advisor for its management services at the following rates, based on each Fund’s average daily net assets:


Large Cap Growth Fund	0.95	%
Large Cap Value Fund	0.95	%
Small/Mid Cap Growth Fund	0.95	%
Small/Mid Cap Value Fund	1.00	%
International Equity Fund	0.95	%
Real Estate Securities Fund	0.95	%
Tax-Exempt Fixed Income Fund	0.80	%
Core Plus Fixed Income Fund	0.75	%

The Advisor has agreed to waive, through October 31, 2006, its management fee and/or reimburse each Fund’s other expenses to the extent necessary to ensure that the Funds’ operating expenses do not exceed the following rates, based on each Fund’s average daily net assets:


Large Cap Growth Fund	1.49	%
Large Cap Value Fund	1.49	%
Small/Mid Cap Growth Fund	1.59	%
Small/Mid Cap Value Fund	1.59	%
International Equity Fund	1.59	%
Real Estate Securities Fund	1.49	%
Tax-Exempt Fixed Income Fund	1.29	%
Core Plus Fixed Income Fund	1.29	%

Any such 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, provided, however, that the Advisor shall only be entitled to recoup such amounts for a period of three years from the date such amount was waived or reimbursed. Waived/reimbursed expenses subject to potential recovery by year of expiration are as follows:


	Year of Expiration
	6/30/06		6/30/07		6/30/08
Large Cap Growth Fund		—		—		—
Large Cap Value Fund		—		—		—
Small/Mid Cap Growth Fund		—		—		—
Small/Mid Cap Value Fund	$	40,089	$	32,766		—
International Equity Fund		—		—		—
Real Estate Securities Fund		90,683		29,252		—
Tax-Exempt Fixed Income Fund		103,830		59,111	$	41,084
Core Plus Fixed Income Fund		—		—		—

AssetMark Funds

NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2005

		As of June 30, 2005, the Small/MidCap Value Fund and Real Estate Securities Fund are recouping waived or reimbursed expenses. As of June 30, 2005, the Large Cap Growth Fund, Large Cap Value Fund, Small/MidCap Growth Fund, International Equity Fund and Core Plus Fixed Income Fund have recouped all potential recoverable waived or reimbursed expenses. The Advisor is still waving expenses in the Tax-Exempt Fixed Income Fund to keep this fund at the expense cap.

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

4.		Distribution Plan

		The Trust, on behalf of the 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 who provide support services in connection with the distribution of the Funds’ shares and servicing of the Funds’ shareholders. AssetMark Capital Corporation, an affiliate of the Advisor, serves as principal underwriter and distributor for the Funds. Quasar Distributors, LLC serves as sub-distributor for the Funds. Quasar Distributors, LLC is an affiliated company of U.S. Bank, N.A.

5.		Service and Custody Agreements

		The Trust has 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.

6.		Securities Lending

		Effective July 1, 2003 the Funds entered into a securities lending arrangement with U.S. Bank, N.A. (the “Custodian”). Under the terms of the agreement, the Custodian is authorized to loan securities on behalf of the Funds to approved brokers. In exchange, the Funds receive cash collateral in the amount of at least 102% of the value of the securities loaned. 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 them. The agreement provides that after predetermined rebates to brokers, 65% of the net securities lending revenue shall be solely paid as credits to the Funds to be used as an offset against custody costs and other charges incurred by the Funds from the custodian, administration, fund accounting and transfer agent fees and shall not, in any event, be paid as cash to the Funds. The Custodian shall be paid a fee for administering a securities lending program for the Funds, equal to the remaining 35% of the net securities lending revenues generated under the agreement. Prior to June 1, 2004, the allocation rate was 60% for the Fund and 40% for the Custodian.

		As of June 30, 2005, the values of securities loaned and collateral held were as follows:


	Market Value
	of Securities
	Loaned		Collateral
Large Cap Growth Fund	$	217,347,913	$	226,343,115
Large Cap Value Fund		204,106,763		216,175,516
Small/Mid Cap Growth Fund		51,192,814		53,298,687
Small/Mid Cap Value Fund		42,104,343		44,011,005
International Equity Fund		120,378,802		125,283,505
Real Estate Securities Fund		27,636,735		28,399,192
Core Plus Fixed Income Fund		156,234,540		159,282,257

AssetMark Funds

NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2005

7.		Investment Transactions

		The aggregate purchases and sales of securities, excluding short-term investments, for the year ended June 30, 2005 are summarized below.


	Purchases		Sales
Large Cap Growth Fund	$	308,285,777	$	92,022,903
Large Cap Value Fund		291,133,370		86,113,960
Small/Mid Cap Growth Fund		163,048,417		107,549,489
Small/Mid Cap Value Fund		123,764,245		106,467,284
International Equity Fund		377,967,980		274,276,642
Real Estate Securities Fund		66,569,365		90,261,256
Tax-Exempt Fixed Income Fund		106,419,469		31,092,054
Core Plus Fixed Income Fund*		1,734,426,362		1,562,088,086


*		Included in these amounts were $39,993,700 of purchases and $39,999,575 of sales of U.S. Government Securities.

8.		Option Contracts Written

		The premium amount and number of option contracts written during the year ended June 30, 2005, were as follows:


	Amount of			Number of
	Premiums			Contracts
Outstanding at 6/30/04		—			—
Options written	$	1,042,275			2,124
Options expired		(80,770	)		(163	)
Options exercised		—			—
Options closed		(814,598	)		(1,434	)

Outstanding at 6/30/05	$	146,907			527

9.		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 net operating losses and security transactions in real estate investment trusts. On the Statements of Assets and Liabilities, the following adjustments were made:


	Accumulated
	Net			Accumulated
	Investment			Realized
	Income			Gains or			Capital
	or Loss			Losses			Stock
Large Cap Growth Fund	$	1,728,767			—		$	(1,728,767	)
Small/Mid Cap Growth Fund		918,334			—			(918,334	)
Small/Mid Cap Value Fund		363,182		$	(363,116	)		(66	)
International Equity Fund		(374,069	)		369,844			4,225
Real Estate Securities Fund		(1,310,096	)		1,310,096			—
Core Plus Fixed Income Fund		478,131			(474,220	)		(3,911	)

The Funds intend to utilize provisions of the Federal income tax laws which allow the Funds to carry realized capital losses forward for eight years following the year of loss and offset such losses against any future realized capital gains. Capital loss carryforwards available for Federal income tax purposes are as follows:

AssetMark Funds

NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2005


	Capital losses expiring:
	6/30/10		6/30/11
Large Cap Growth Fund	$	858,517	$	1,841,558
Large Cap Value Fund		—		—
Small/Mid Cap Growth Fund		—		—
Small/Mid Cap Value Fund		—		—
International Equity Fund		—		—
Real Estate Securities Fund		—		—
Tax-Exempt Fixed Income Fund		—		—
Core Plus Fixed Income Fund		—		—


	6/30/12		6/30/13
Large Cap Growth Fund	$	5,919,955	$	2,383,611
Large Cap Value Fund		—		—
Small/Mid Cap Growth Fund		—		—
Small/Mid Cap Value Fund		—		—
International Equity Fund		—		—
Real Estate Securities Fund		—		—
Tax-Exempt Fixed Income Fund		16,163		128,240
Core Plus Fixed Income Fund		—		—

Additionally, at June 30, 2005, the Funds deferred on a tax basis post-October losses as follows:


Large Cap Growth Fund		—
Large Cap Value Fund		—
Small/Mid Cap Growth Fund		—
Small/Mid Cap Value Fund		—
International Equity Fund		—
Real Estate Securities Fund		—
Tax-Exempt Fixed Income Fund	$	77,500
Core Plus Fixed Income Fund		—

The tax components of distributions paid during the fiscal years ended June 30, 2005 and 2004 are as follows:


	June 30, 2005
	Ordinary			Long-Term
	Income			Capital Gains
	Distributions			Distributions
Large Cap Growth Fund		—			—
Large Cap Value Fund	$	8,777,820		$	5,423,413
Small/Mid Cap Growth Fund		—			—
Small/Mid Cap Value Fund		2,534,052			1,353,344
International Equity Fund		1,968,196			2,524,840
Real Estate Securities Fund		4,018,059			1,154,347
Tax-Exempt Fixed Income Fund		2,109,378	*		—
Core Plus Fixed Income Fund		10,299,353			1,476,782


*		Contains $2,109,378 of tax-exempt income.


	June 30, 2004
	Ordinary			Long-Term
	Income			Capital Gains
	Distributions			Distributions
Large Cap Growth Fund		—			—
Large Cap Value Fund	$	546,348			—
Small/Mid Cap Growth Fund		—			—
Small/Mid Cap Value Fund		—			—
International Equity Fund		595,314			—
Real Estate Securities Fund		1,258,850			—
Tax-Exempt Fixed Income Fund		927,767	*	$	61,398
Core Plus Fixed Income Fund		6,979,005			—


*		Contains $902,285 of tax-exempt income.

AssetMark Funds

NOTES TO FINANCIAL STATEMENTS (Continued)
June 30, 2005

At June 30, 2005, the components of distributable earnings/accumulated losses on a tax basis were as follows:


	Large Cap			Large Cap			Small/Mid			Small/Mid			International			Real Estate			Tax-Exempt			Core Plus
	Growth			Value			Cap Growth			Cap Value			Equity			Securities			Fixed Income			Fixed Income
	Fund			Fund			Fund			Fund			Fund			Fund			Fund			Fund
Cost of investments	$	740,158,544		$	735,635,107		$	187,684,716		$	160,908,414		$	509,965,077		$	82,628,151		$	152,904,172		$	734,811,766

Gross unrealized appreciation		79,715,028			76,117,601			16,376,529			18,522,134			46,184,256			21,671,569			2,353,552			6,396,926
Gross unrealized depreciation		(23,827,851	)		(25,942,688	)		(3,791,840	)		(4,104,627	)		(12,967,021	)		(778,935	)		(306,887	)		(2,734,616	)

Net unrealized appreciation	$	55,887,177		$	50,174,913		$	12,584,689		$	14,417,507		$	33,217,235		$	20,892,634		$	2,046,665		$	3,662,310

Undistributed tax-exempt ordinary income	$	—		$	—		$	—		$	—		$	—		$	—		$	24,054		$	—
Undistributed ordinary income		—			8,584,024			—			3,717,202			15,709,748			1,749,614			—			3,241,688
Undistributed long-term capital gain		—			2,108,845			2,659,576			5,006,933			9,853,108			5,194,104			—			1,293,014

Total distributable earnings	$	—		$	10,692,869		$	2,659,576		$	8,724,135		$	25,562,856		$	6,943,718$			24,054		$	4,534,702

Other accumulated gains/(losses)	$	(11,003,641)		$	—		$	—		$	—		$	—		$	(100)		$	(221,903	)	$	172,863

Total distributable earnings	$	44,883,536		$	60,867,782		$	15,244,265		$	23,141,642		$	58,780,091		$	27,836,252		$	1,848,816		$	8,369,875

AssetMark Funds

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of AssetMark Funds

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, schedule of options written, schedule of open futures contracts, schedule of open forward currency contracts, and schedule of swap contracts, the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the funds comprising the AssetMark Large Cap Growth Fund, AssetMark Large Cap Value Fund, AssetMark Small/Mid Cap Growth Fund, AssetMark Small/Mid Cap Value Fund, AssetMark International Equity Fund, AssetMark Real Estate Securities Fund, Assetmark Tax-Exempt Fixed Income Fund and AssetMark Core Plus Fixed Income Fund, (hereafter referred to as the “Funds”), at June 30, 2005, the results of each of their operations for the year then ended and, the changes in each of their net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at June 30, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
San Francisco, California
August 24, 2005

AssetMark Funds

ADDITIONAL INFORMATION
June 30, 2005 (Unaudited)

1.		Investment Advisory Agreement Disclosure (Unaudited)

		At an in-person meeting held on May 26, 2005, the Board re-approved the Investment Advisory Agreement (the “Agreement”) for an additional year for each Fund, following the unanimous recommendation of the Fund’s independent Trustees. The information, the material factors considered, and the conclusions that formed the basis of the independent Trustees’ recommendation and the Board’s approval are set forth below. In deciding to recommend renewal, the Trustees did not identify any particular information or any single factor or conclusion that was controlling. This summary describes the most important, but not all, of the matters considered.

		Materials Reviewed

		In connection with their review, assisted by independent legal counsel, the Trustees specifically requested and were furnished with materials for purposes of their review. The materials provided to the Board of Trustees related to, among other things: (a) the terms and conditions of the Agreement; (b) the nature, quality and scope of the services provided by the Advisor, as well as the fees charged for such services; (c) any financial benefits enjoyed by the Advisor (in addition to fees) as a result of its position with the Funds; (d) the Advisor’s profitability in managing each Fund; (e) the Advisor’s study of economies of scale in its operations and those of the Funds and the resulting fee waiver proposal; and (f) the Advisor’s contractual agreement to subsidize the Funds’ expenses at specific levels.

		The Board also reviewed and discussed the financial information presented relating to the Advisor and detailing the Advisor’s profitability with respect to its management of the Funds. The Board discussed the allocation methods used by the Advisor to allocate expenses to the Funds under its profitability analysis, and the Board considered the individual profitability to the Advisor of each of the Funds under this methodology.

		In addition, during the course of the year, the Trustees received a wide variety of materials relating to the services provided by the Advisor to the Funds, including (a) reports on the Funds’ and the Sub-Advisors’ investment performance; (b) reports on the Advisor’s deliberations and consultations regarding the evaluation of Sub-Advisors; (c) monitoring of the Sub-Advisors’ portfolio security brokerage and trading practices; (d) distribution, sales, redemptions, and shareholder services; (e) monitoring of the other service providers to the Funds; (f) compliance reports; and (g) other information relating to the nature, extent, and quality of services provided by the Advisor to the Funds.

		Review Process

		The Trustees received assistance and advice regarding legal and industry standards from both independent counsel and from counsel to the Trust, which included detailed memoranda prepared by each that described the Trustees’ legal duties and obligations in considering the renewal of the Agreement. The Trustees received the Advisor’s fee waiver proposal several weeks before the in-person meeting. The independent Trustees discussed the renewal of the Agreement in communications prior to the meeting and, during the course of the meeting, in several private sessions with independent counsel, at which no representatives of the Advisor were present.

		Factors Considered

		The Trustees considered and reached conclusions on a number of factors in making the decisions to renew the Agreement both for the Funds as a whole and for each Fund. In doing so, they considered that the Funds are designed to be both separate investments and an integrated set of investment options, and as such, integral parts of the Advisor’s asset allocation investment programs. Accordingly, these factors and conclusions are described below as they applied to both the Funds as a whole and, where appropriate, as they applied to particular Funds.

		Nature, Extent, and Quality of Services. The Trustees considered the Advisor’s process for managing the Funds’ Sub-Advisors, including (a) the Advisor’s ability to work with a third-party investment consultant; (b) the Advisor’s ability to select and monitor the Sub-Advisors of the various Funds; and (c) the Advisor’s ability and willingness to identify instances where there may be a need to replace a Sub-Advisor, and to swiftly effect any changes. The Trustees also considered: (d) the experience, capability and integrity of the Advisor’s management and other personnel; (e) the financial position of the Advisor; (f) the quality and commitment of the Advisor’s regulatory and legal compliance

AssetMark Funds

ADDITIONAL INFORMATION (Continued)
June 30, 2005 (Unaudited)

		policies, procedures and systems; (g) the nature, extent and quality of administrative and shareholder services provided by the Advisor to the Funds; and (h) the Advisor’s supervision of the Funds’ third-party service providers. The Trustees concluded that the nature, extent, and quality of the services provided by the Advisor to each Fund has benefited and will continue to benefit each Fund and its shareholders.

		Investment Performance. The Trustees considered whether the Funds operated within their investment objectives and styles and considered the Funds’ records of compliance with their investment restrictions. The Trustees also considered the Funds’ investment performance relative to benchmark indices. The Trustees considered that the Large Cap Growth Fund, the Large Cap Value Fund, the International Equity Fund, and the Core Plus Fixed Income Fund have performed particularly well. They considered the recent challenges faced by the Small/Mid Cap Growth Fund, the Small/Mid Cap Value Fund, the Real Estate Securities Fund, and the Tax-Exempt Fixed Income Fund resulting from the interaction of their investment objectives and styles with current market conditions. The Trustees also considered the quality of Advisor’s efforts to monitor and address these challenges. The Trustees concluded that the Advisor’s performance records in managing each of the Funds indicates that its continued management will benefit each Fund and its shareholders.

		Advisory Fees and Total Expenses. The Trustees compared the advisory fees and total expenses of each Fund (as a percentage of average net assets) with the fees and expenses of a group of funds selected by a third-party information provider. The Trustees observed that the Funds’ total expenses were approximately equal to those of the group’s average, with the exception of the Tax Exempt Fixed Income Fund. The Trustees considered the expense limitation arrangement under which the Advisor had subsidized the Funds’ expenses since inception, as well as the Advisor’s other efforts to reduce overall Fund expenses, and the Trustees considered the Advisor’s offer to waive a portion of its advisory fee so as to pass on to shareholders a portion of the economies resulting from Sub-Advisors’ fee breakpoints. The Trustees considered each of these Factors in light of the benefits to the Funds of being offered through financial professionals using the Advisor’s various investment programs. The Trustees concluded that the level of the fees charged by the Advisor to each Fund, as adjusted by the fee waiver, will benefit each Fund and its shareholders.

		Advisor Costs, Level of Profits, and Economies of Scale. The Trustees reviewed information regarding the Advisor’s costs of providing services to each Fund and the Funds as a whole and the resulting level of profits to the Advisor. The Trustees considered that the profits would be lower because of the Advisor’s fee waiver. The Trustees also considered the Advisor’s need to invest in infrastructure, technology, and staff to offer new features and services, to accommodate changing regulatory requirements, and to attract and retain quality personnel. The Trustees considered that the Advisor’s fee structure, after the waiver is implemented, will share with investors economies of scale in the cost of managing each Fund. The Trustees concluded that the Advisor’s cost structure was reasonable and that the Advisor would be sharing economies of scale with each Fund and its shareholders, to their benefit.

		Ancillary Benefits. The Trustees considered other benefits received by the Advisor as a result of its relationship with the Funds, including the benefits of offering an integrated set of investment options as an integral part of the Advisor’s asset allocation investment programs and the related marketing rebates received by the Advisor.

		Conclusions

		Based on their evaluation of the relevant factors, the Board and the independent Trustees concluded that each of the factors above favored renewal of the Agreement. The Board and the independent Trustees also concluded that each Fund’s advisory fee is reasonable; that each Fund and its shareholders have received reasonable value in return for those fees; and that renewal of the Agreement is in the best interests of each Fund and its shareholders.

AssetMark Funds

ADDITIONAL INFORMATION (Continued)
June 30, 2005 (Unaudited)

		The Sub-Advisory Agreements

		At an in-person meeting held on May 26, 2005, the Board re-approved each of the Sub-Advisory Agreements for an additional year for each Fund, following the unanimous recommendation of the Fund’s independent Trustees. The information, the material factors considered, and the conclusions that formed the basis of the independent Trustees’ recommendation and the Board’s approval are set forth below. In deciding to recommend renewal of the Sub-Advisory Agreements, the Trustees did not identify any particular information or any single factor or conclusion that was controlling. This summary describes the most important, but not all, of the matters considered.

		Materials Reviewed

		In connection with their review, assisted by independent legal counsel, the Trustees specifically requested and were furnished with materials for purposes of their review. The materials provided to the Board of Trustees related to, among other things: (a) the terms and conditions of each Sub-Advisory Agreement; (b) the nature, quality and scope of the services provided by each Sub-Advisor, as well as the fees charged for such services; (c) investment performance information compared to industry peer groups as well as other Sub-Advisor client accounts; (d) comparative sub-advisory fee information; (e) information regarding the Sub-Advisor’s personnel, operations, financial position and business operations; (f) information regarding the Sub-Advisor’s brokerage and compliance practices; and (g) information regarding the Sub-Advisor’s interactions with the Advisor regarding the management of the relevant Fund.

		In addition, during the course of the year, the Trustees received information relating to, among other things: (a) the quantitative performance of each of the Sub-Advisors; (b) the Advisor’s evaluation, in accordance with its role as a “manager of managers,” of the nature and quality of the services provided by each Sub-Advisor; (c) the Advisor’s profitability in managing each Fund and other information that might suggest the potential for realizing economies of scale that could be shared with Fund shareholders; and (d) benefits to each Sub-Advisor, such as receipt of research from brokers, that might be a result of their position with the Funds. The Trustees considered and evaluated this information for purposes of determining whether to re-approve the Sub-Advisory Agreements.

		Review Process

		The Trustees received assistance and advice regarding legal and industry standards from both independent counsel and from counsel to the Trust, which included detailed memoranda prepared by each that described the Trustees’ legal duties and obligations in considering the renewal of the Sub-Advisory Agreements. The independent Trustees discussed the renewal of the Sub-Advisory Agreements in communications prior to the meeting and, during the course of the meeting, in several private sessions with independent counsel, at which no representatives of the Advisor or the Sub-Advisors were present.

		Factors Considered

		The Trustees considered and reached conclusions on a number of factors in making the decisions to renew the Sub-Advisory Agreements. In so doing, the Trustees considered the Advisor’s active role as a “manager of managers,” which includes, among other items, monitoring and evaluating the performance of the Sub-Advisors, recommending that Sub-Advisors not performing as expected be replaced, and negotiating advantageous fee arrangements that could permit the Funds to realize economies of scale without compromising the quality of services. These factors and conclusions are set forth below.

		Nature, Extent, and Quality of Services. The Trustees considered each Sub-Advisor’s investment management process, including (a) the experience, capability and integrity of the Sub-Advisors’ management and other personnel; (b) the financial position of the Sub-Advisor; (c) the quality and commitment of the Sub-Advisor’s regulatory and legal compliance policies, procedures and systems; and (d) the Sub-Advisor’s brokerage practices. The Trustees concluded that the nature, extent, and quality of the services provided by each Sub-Advisor has benefited and will continue to benefit the relevant Fund and its shareholders.

AssetMark Funds

ADDITIONAL INFORMATION (Continued)
June 30, 2005 (Unaudited)

		Investment Performance. The Trustees considered whether each Sub-Advisor operated within its Fund’s investment objective and style and considered their records of compliance with their investment restrictions. The Trustees also considered the Sub-Advisors’ investment performance relative to benchmark indices. The Trustees concluded that each Sub- Advisor’s performance records in managing its relevant Fund indicates that its continued management will benefit the Fund and its shareholders.

		Sub-Advisory Fees and Economies of Scale. The Trustees considered each Sub-Advisor’s fee schedule for providing services to its relevant Fund. The Trustees also considered individual reports prepared for each Sub-Advisor containing comparative information regarding fees. The Trustees considered that breakpoints in certain of the Sub-Advisory Agreement fee schedules represented potential economies of scale that could be shared with Fund shareholders.

		Ancillary Benefits. The Trustees considered other benefits received by the Sub-Advisor that might be a result of its relationship with the Funds, including the receipt of research from brokers.

		Conclusions

		Based on their evaluation of the relevant factors, the Board and the independent Trustees concluded that each of the factors above favored renewal of each Sub-Advisory Agreement. The Board and the independent Trustees also concluded that each Sub-Advisory fee is reasonable; that each Fund and its shareholders have received reasonable value in return for those fees; and that renewal of the Agreement is in the best interests of each Fund and its shareholders.

2.		Shareholder Notification of Federal Tax Status (Unaudited)

		The Large Cap Value Fund, Small/Mid Cap Value Fund and Core Plus Fixed Income Fund designates 53 percent, 22 percent and 1 percent, respectively, of dividends declared during the fiscal year ended June 30, 2005 as dividends qualifying for the dividends received deduction available to corporate shareholders.

		The Large Cap Value Fund, Small/Mid Cap Value Fund, International Equity Fund, Real Estate Securities Fund and Core Plus Fixed Income Fund designates 58 percent, 24 percent, 77 percent, 3 percent and 1 percent, respectively, of dividends declared from net investment income during the fiscal year ended June 30, 2005 as qualified income under the Jobs and Growth Tax Relief Reconciliation Act of 2003.

AssetMark Funds

ADDITIONAL INFORMATION (Continued)
June 30, 2005 (Unaudited)

3.		Foreign Tax Credit (Unaudited)

		For the year ended June 30, 2005, the International Equity Fund earned foreign source income and paid foreign taxes, which they intend to pass through to their shareholders pursuant to Section 853 of the Internal Revenue Code as follows:


	Foreign Source Income Earned		Foreign Taxes Paid
Austria	$	410,602	$	119,229
Australia		324,687		1,546
Belgium		352,032		88,008
Brazil		262,031		9,850
Canada		76,258		11,446
China		48,426		0
Finland		41,243		6,221
France		1,484,103		214,450
Germany		986,822		202,585
Greece		138,959		0
Hong Kong		742,685		79,544
India		119,959		0
Indonesia		1,874		287
Ireland		2,732		0
Israel		24,376		4,493
Italy		401,183		104,443
Japan		796,038		76,057
Liberia		55,484		0
Mexico		97,524		0
Netherlands		121,578		30,352
Peru		8,270		339
Russia		33,948		5,009
Singapore		35,668		0
South Africa		82,907		1,652
South Korea		4,072		672
Spain		195,196		29,279
Sweden		719,263		99,391
Switzerland		270,493		42,613
Taiwan		66,189		1,217
Thailand		114,338		23,273
United Kingdom		1,398,240		0
USA		4,351		0

Total	$	9,421,532	$	1,151,957

AssetMark Funds

ADDITIONAL INFORMATION (Continued)
June 30, 2005 (Unaudited)

4. Disclosure Regarding Fund Trustees and Officers (Unaudited)


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

R. Thomas DeBerry, 63	Trustee	Indefinite Term	President, DeBerry Consulting (a	8	None
c/o AssetMark		since January	a securities consulting firm) (1988-present);
Investment Services, Inc.		2001.	Director, Investment Manager Services
2300 Contra Costa			Division of Resources Trust Company
Boulevard, Suite 425			(1998-2000).
Pleasant Hill, CA 94523

William J. Klipp, 49	Trustee	Indefinite Term	Retired; President and Chief Operating	8	Trustee of
c/o AssetMark		since January	Officer, Charles Schwab Investment		Adelante
Investment Services, Inc.		2001.	Management, Inc. and Executive Vice		Capital
2300 Contra Costa			President, Schwab Funds (1993-1999).		Management,
Boulevard, Suite 425					LLC
Pleasant Hill, CA 94523					(2000-present).

Leonard H. Rossen, 73	Trustee	Indefinite Term	President, Len Rossen Consulting (a legal	8	None
c/o AssetMark		since January	consulting firm) (1999-present); Corporate
Investment Services, Inc.		2001.	Counsel, Franklin Templeton Mutual Funds
2300 Contra Costa			and Distributors, Inc. (1996-1999).
Boulevard, Suite 425
Pleasant Hill, CA 94523

Interested Trustees

Ronald Cordes*, 46	President,	Indefinite Term	Principal, AssetMark Investment Services, Inc.	8	None
AssetMark Investment	Chairperson,	since January	(1994-present).
2300 Contra Costa	Trustee	2001.
Boulevard, Suite 425
Pleasant Hill, CA 94523

Richard Steiny*, 48	Trustee	Indefinite Term	Principal, AssetMark Investment Services, Inc.	8	None
AssetMark Investment		since January	(1994-present).
2300 Contra Costa		2001.
Boulevard, Suite 425
Pleasant Hill, CA 94523

AssetMark Funds

ADDITIONAL INFORMATION (Continued)
June 30, 2005 (Unaudited)


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

John Whittaker, 36	Vice President	1-Year Term	Senior Vice President and Chief Operating	N/A	N/A
AssetMark		since January	Officer, AssetMark Investment
Investment Services, Inc.		2001	Services, 2000 to present; Director
2300 Contra Costa			of Operations, AssetMark Investment
Boulevard, Suite 425			Services, Inc., 1997 to 2000.
Pleasant Hill, CA 94523

Carrie E. Hansen, 35	Treasurer	1-Year Term	Vice President, CFO/Chief Compliance	N/A	N/A
AssetMark	and Chief	since January	Officer, AssetMark Investment Services,
Investment Services, Inc.	Compliance	2001	Inc., October 2004 to present; CFO/Director
2300 Contra Costa	Officer		of Operations, AssetMark Investment Services,
Boulevard, Suite 425			Inc., February 2004 to October 2004. Director
Pleasant Hill, CA 94523			of Operations, AssetMark Investment Services,
			Inc., 2000 to February 2004; Director of
			Operations, Barclays Global Investors, Japan,
			1998 to 2000.

Teresa Escano, 44	Secretary	1-Year Term	Director of Advisor Services Group,	N/A	N/A
AssetMark		since January	AssetMark Investment Services, Inc.,
Investment Services, Inc.		2001	2000 to present; Manager of Advisor
2300 Contra Costa			Services Group, 1997 to 2000.
Boulevard, Suite 425
Pleasant Hill, CA 94523

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.

*		Ronald Cordes and Richard Steiny are considered “interested persons” of the Funds as defined in the 1940 Act due to their relationship with the Advisor.

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

6.		Availability of Quarterly Portfolio Holdings Schedules

		The Funds are required to 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 may be 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, DC (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, DC 20549-0102; or (iii) sending your request electronically to publicinfosec.gov.

(This Page Intentionally Left Blank.)

AssetMark Large Cap Growth Fund
AssetMark Large Cap Value Fund
AssetMark Small/Mid Cap Growth Fund
AssetMark Small/Mid Cap Value Fund
AssetMark International Equity Fund
AssetMark Real Estate Securities Fund
AssetMark Tax-Exempt Fixed Income Fund
AssetMark Core Plus Fixed Income Fund

Investment Advisor
AssetMark Investment Services, Inc.
2300 Contra Costa Blvd., Suite 425
Pleasant Hill, CA 94523

Legal Counsel
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103

Independent Registered Public Accounting Firm
PricewaterhouseCoopers, LLP
Three Embarcadero Center
San Francisco, CA 94111

Transfer Agent, Fund Accountant
and Fund Administrator
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202

Custodian
U.S. Bank, N.A.
425 Walnut Street
Cincinnati, OH 45202


Distributor		Annual Report
AssetMark Capital Corporation		June 30, 2005
2300 Contra Costa Blvd., Suite 425
Pleasant Hill, CA 94523


ITEM 2.		CODE OF ETHICS

During the semi-annual period ended December 31, 2004, the Board of Trustees approved a new code of ethics (the “Code”) that applies to the Registrant’s principal executive officer and principal financial officer and is designed to promote honest and ethical conduct; full, fair, timely and accurate disclosure in documents filed with the Securities and Exchange Commission; and compliance with applicable laws and regulations. A copy of the Code is attached as an exhibit. There were no amendments to the Code or waivers from the provisions of the Code since the Board’s adoption of the new Code.


ITEM 3.		AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant’s Board of Trustees has determined that the registrant does not currently have a member serving on its audit committee that meets the definition of an “audit committee financial expert” as defined in instruction 2(b) of Item 3 of Form N-CSR. The Trustees reviewed the attributes, education and experience of each member of the registrant’s audit committee, the nature of the accounting principles applicable to the registrant, and the registrant’s underlying internal controls and reporting mechanisms and determined that the members of the registrant’s audit committee, as a group, have the experience and education necessary to perform the audit committee’s responsibilities, including those regarding the financial statements of the registrant. In addition, the members of the audit committee determined that the committee has the resources and authority necessary to discharge its responsibilities, including the authority to retain at any time independent counsel and other advisers and experts, and they will seek such additional expert assistance as they determine it necessary. The Trustees also determined that each member of the Registrant’s audit committee is “independent” as defined in the instructions to this Form N-CSR.


ITEM 4.		PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Registrant has engaged its principal accountant to perform audit services and tax services during the past two fiscal years. “Audit services” refer to performing an audit of the Registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the aggregate fees billed for each of the last two fiscal years for audit services and tax services by the principal accountant.


	FYE 6/30/2005		FYE 6/30/2004

Audit Fees	$	160,000	$	152,440
Audit-Related Fees		—		—
Tax Fees	$	35,280	$	32,000
All Other Fees		—		—

The audit committee has adopted an Audit Committee Charter that provides that the audit committee shall approve, prior to appointment, the engagement of the auditor to provide audit services to the Registrant and 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 on-going services to the Registrant if the engagement relates directly to the operations and financial reporting of the Registrant. All of the principal accountant’s hours spent on auditing the Registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

The following table indicates the non-audit fees billed by the Registrant’s accountant for services to the Registrant and to the Registrant’s investment adviser (not sub-advisor) and any entity controlling, controlled by or under common control with the investment adviser for the last two years. The audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.


Non-Audit Related Fees	FYE 6/30/2005		FYE 6/30/2004

Registrant	$	35,280	$	32,000
Registrant’s Investment Adviser		—	$	14,000


ITEM 5.		AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.


ITEM 6.		SCHEDULE OF 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)

Based on their evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this Form N-CSR (the “Report”), the Registrant’s President/Chief Executive Officer and Treasurer/Chief Financial Officer believe that the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effectively designed to ensure that information required to be disclosed by the Registrant in the Report is recorded, processed, summarized and reported by the filing date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the

		Registrant’s officers who are making certifications in the Report, as appropriate, to allow timely decisions regarding required disclosure.

(b)		There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s last fiscal half-year that have materially affected, or are 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 the Item 2 requirements through filing an exhibit. Form filed herewith.

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(b)

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed 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:		AssetMark Funds

By:		/s/ Ronald D. Cordes

		Ronald D. Cordes, President

Date:		September 7, 2005

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.


Registrant:		AssetMark Funds

By:		/s/ Ronald D. Cordes

		Ronald D. Cordes
		President (Principal Executive Officer)
		AssetMark Funds

Date:		September 7, 2005

Registrant:		AssetMark Funds

By:		/s/ Carrie E. Hansen

		Carrie E. Hansen
		Treasurer (Principal Financial Officer)
		AssetMark Funds

Date:		September 7, 2005

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