GPS Funds II NCSRS Certified semi-annual shareholder report (management investment company)

As filed with the Securities and Exchange Commission on December 3, 2013

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22486

GPS Funds II
(Exact name of registrant as specified in charter)

1655 Grant Street, 10^th Floor

Concord, CA 94520
(Address of principal executive offices) (Zip code)

Starr E. Frohlich

AssetMark, Inc.

1655 Grant Street, 10^th Floor

Concord, CA 94520
(Name and address of agent for service)

800-664-5345

Registrant's telephone number, including area code

Date of fiscal year end: March 31, 2014

Date of reporting period: April 1, 2013 through September 30, 2013

Item 1. Reports to Stockholders.

GuideMark^SM Funds

GuidePath^SM Funds

Investment Advisor

AssetMark, Inc.
(formerly, Genworth Financial Wealth Management, Inc.)

Semi-Annual Report


	September 30, 2013


	GUIDEMARK^SMLARGE CAP GROWTH FUND
	GUIDEMARK^SMLARGE CAP VALUE FUND
	GUIDEMARK^SMSMALL/MID CAP CORE FUND
	GUIDEMARK^SMWORLD EX-US FUND
	GUIDEMARK^SMOPPORTUNISTIC EQUITY FUND
	GUIDEMARK^SMGLOBAL REAL RETURN FUND
	GUIDEMARK^SMCORE FIXED INCOME FUND
	GUIDEMARK^SMTAX-EXEMPT FIXED INCOME FUND
	GUIDEMARK^SMOPPORTUNISTIC FIXED INCOME FUND
	GUIDEPATH^SMSTRATEGIC ASSET ALLOCATION FUND
	GUIDEPATH^SMTACTICAL CONSTRAINED^SMASSET ALLOCATION FUND
	GUIDEPATH^SMTACTICAL UNCONSTRAINED^SMASSET ALLOCATION FUND
	GUIDEPATH^SMABSOLUTE RETURN ASSET ALLOCATION FUND
	GUIDEPATH^SMMULTI-ASSET INCOME ASSET ALLOCATION FUND
	GUIDEPATH^SMFIXED INCOME ALLOCATION FUND
	GUIDEPATH^SMALTEGRIS^®DIVERSIFIED ALTERNATIVES ALLOCATION FUND

November 26, 2013

Dear Shareholder:

Enclosed is the Semi-Annual Report for the GuideMark^SMand GuidePath^SMFunds covering the period April 1, 2013 through September 30, 2013.

Market Review

The markets took an interesting turn over the past six months. Much attention was paid to Federal Reserve Chairman Ben Bernanke’s comments in the second quarter regarding a potential change in quantitative easing policy, which would reduce stimulus through a tapering of bond purchases. Bernanke indicated that monthly bond purchases would first be reduced and then would end around the middle of 2014. Despite the fact that Bernanke’s comments implied that economic conditions were improved sufficiently to sustain growth, the market reacted strongly. The 10-year Treasury yield rose from 1.87% to 2.52% following his announcement, and was at 2.64% at the end of September.¹

These Federal Reserve announcements led to a sharp downturn, specifically in fixed income markets in May and June, resulting in negative returns across multiple fixed income sectors for the six months ended September 30. The broad US fixed income markets, as represented by the Barclays US Aggregate Bond Index, returned -1.76%.²Bonds with shorter maturities generally were impacted less by the rise in rates than were longer-term bonds. More broadly, the high yield bond sector, as represented by the Barclays US Corporate High Yield Index that returned 0.81%, was among the leading sectors during the six-month period, supported by improving economic fundamentals and its equity market sensitivity. Treasury inflation-protected securities (“TIPS”) were significantly impacted during the second quarter, and were one of the worst performing sectors due to their sensitivity to interest rate shifts as a result of their longer maturities. For the six months ended September 30, the Barclays US TIPS Index was down -6.4%.

International fixed income markets also suffered in the second quarter, but experienced a reversal during the third quarter. Over the full six months, the global fixed income markets, as represented by Barclays Multiverse Index, returned 0.02%. International bonds benefited from currency effects as the US dollar declined relative to other major foreign currencies. Emerging market bonds rebounded from declines earlier in the year, with Federal Reserve tightening becoming less of an immediate concern. The European fixed income markets performed strongest in the third quarter, based on improving economic conditions.

The municipal bond market trailed the taxable fixed income market by almost 140 basis points, with the Barclays Municipal Bond Index returning -3.15% for the six months ended September 30. In addition to being impacted by the higher interest rates, municipal bonds were adversely impacted by negative headlines, including those related to Detroit’s bankruptcy filing.

The global equity markets produced strong positive returns for the six-month period, all a result of strength seen in the third quarter. The MSCI All Country World Index (ACWI) was up 7.77% for the full period with a return of 8.02% for the third quarter. Despite a mild sell-off in August, stronger economic news, postponement of the Federal Reserve tapering and avoidance of immediate conflict in Syria drove the global equity markets higher as the third quarter closed.

Although US equity markets outperformed the international markets for the full six-month period, there were distinct performance differences between the two quarters. During the second quarter, the US equity markets took a leadership position with a positive return of 2.91%, as represented by the S&P 500^®Index. International developed markets, as represented by the MSCI EAFE index. were down -0.73% for the second quarter. Over the same period, emerging markets, as represented by the MSCI Emerging Markets Index, were down -7.95%. During June, the World Bank cut its 2013 global economic growth forecast from 2.4% to 2.2%, below last year’s 2.3% growth rate, noting that Euro region growth is expected to contract 0.6% during 2013.³At the same time, earnings forecasts for many emerging market stocks were reduced. China continued to be faced with uncertain growth prospects as its central bank undertook efforts to reduce rapid credit growth.

The third quarter saw a complete reversal, with the international developed markets providing the better returns, up 11.61% compared to emerging markets at 5.9% and US equities at 5.24%. In addition to strength seen in currencies, an improving outlook in Europe and supportive central banks helped drive the gains in international developed markets. Emerging markets were lifted by stronger performance in China, on more positive economic reports and stabilizing growth. However, emerging markets also experienced headwinds from Brazil and India due to uncertain growth prospects, including adverse effects from a potential pullback in Federal Reserve stimulus. Additionally, policy uncertainty in the US weighed on the minds of investors as a looming government shutdown at the end of September and debt ceiling woes took center stage.

Real estate lagged broader equity indices as the domestic FTSE NAREIT All Equity REITs Index returned -4.68% over the six month period. The international REIT market, although still negative, fared a little better, being lifted by currency shifts in the third quarter, as the Dow Jones Global ex US Select REIT Index was down -2.34% for the six-month period. Despite an improving economy, REITs continued to display some sensitivity to the rise in bond yields.

Commodities returns, while turning positive during the third quarter, were negative for the six-month period, with the Dow Jones UBS Commodity Index returning -7.52%. Commodities were impacted by increased supplies in agricultural commodities and the decline in the price of gold, which was down 23% during the second quarter. Global natural resources saw a strong rebound during the third quarter in response to growing industrial infrastructure demand, but were still negative for the six months at -1.41%, as represented by the S&P Global Natural Resources Index.

GuideMark and GuidePath Fund Review

As the focus of the markets continued to turn more toward rewarding fundamentals, GuideMark Fund performance saw mixed results. The US equity funds, including the Opportunistic Equity Fund, either outperformed or were in line with their benchmarks. The World ex-US Equity Fund trailed its benchmark for the period. In all cases, security selection across a broad range of sectors was the main driver of returns over the period for the US equity funds, and exposure to India acted as a drag on the World ex-US Fund. The GuideMark fixed income funds underperformed their benchmarks for the period, mainly as a result of favoring credit and longer-dated maturities. Currency exposures within the Opportunistic Fixed Income Fund also weighed on returns, having previously been a driver of positive results. The GuideMark Real Return Fund outperformed the Barclays TIPS Index through its more diversified exposure to commodities, global natural resources and REITs.

The GuidePath Funds faced some headwinds over the six-month period and trailed their respective benchmarks. Underweight exposure to equities during the period hurt returns for the Strategic, Tactical Constrained^SM, Tactical Unconstrained^SMand Multi-Asset Income Funds. A more globally based emphasis also weighed on the Strategic and Multi-Asset Income Funds. The Absolute Return, Fixed Income and Diversified Alternatives Funds struggled with the fall in the fixed income markets, specifically within credit and currencies.

Looking Ahead

Looking ahead, we believe that the outlook for equities is mixed, depending on the valuation measure and region. In the US, the cyclically-adjusted Shiller P/E ratio at 23.6 suggests that US stocks are overvalued relative to their longer-term average of 19.0.⁴However, when compared to the fixed income market, many investors consider stocks to appear more attractive. The forward earnings yield (the inverse of the price-to-earnings ratio) of the S&P 500^®Index at 7.2% is currently above the 5.4% yield on Baa-rated corporate bonds.⁵

The recent volatility across financial markets and the rise in bond yields has further heightened investor concern over fixed income portfolio allocations. This is a good time to revisit the purpose of each part of a diversified portfolio that is designed to help investors avoid taking on unintended risks. Specifically, fixed income is typically used to help provide diversification from equities, especially in times of flight to quality; to provide income; and to help reduce overall portfolio volatility. While no one knows what tomorrow will bring, it may be useful to also consider further diversification with additional asset classes and investment strategies that can complement allocations to traditional bonds.

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

Sincerely,

Carrie E. Hansen
President

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

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

Index Definitions

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

The Barclays Multiverse Index provides a broad-based measure of the global fixed-income bond market. The index represents the union of the Barclays Global Aggregate Bond Index and the Barclays Global High-Yield Index and captures investment grade and high yield securities in all eligible currencies.

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

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

The Dow Jones Global ex-US Select REIT^SMIndex measures the performance of publicly traded REITs and REIT-like securities globally with the exception of the US. It is designed to serve as a proxy for direct real estate investment, in part by excluding companies whose performance may be driven by factors other than the value of real estate.

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

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

The MSCI All Country World Index (ACWI) measures the equity market performance of developed and emerging markets.

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

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

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

The S&P Global Natural Resources Index includes 90 of the largest publicly-traded companies in natural resources and commodities businesses that meet specific investability requirements, offering investors diversified, liquid and investable equity exposure across three primary commodity-related sectors: agribusiness, energy, and metals & mining.

¹	Source: Federal Reserve.

²	All index returns are sourced from Morningstar.

³	Source: World Bank.

⁴	Source: Standard & Poor’s, Factset, Robert Shiller Data. The Shiller P/E ratio is calculated using the price of the broad US equity market divided by the average earnings over the past 10 years, adjusted for inflation.

⁵	J.P. Morgan Asset Management.

FX2013-1118-0392/E

GuideMark^SMLarge Cap Growth Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

This chart assumes an initial gross investment of $10,000 made on September 30, 2003. Returns shown include the reinvestment of all dividends. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. In the absence of fee waivers and reimbursements, when they are necessary to keep expenses at the expense cap, total return would be reduced. Past performance is not predictive of future performance. Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than the original cost. Index returns do not reflect the effects of fees or expenses. It is not possible to invest directly in an index.

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Five Year			Ten Year			Since Inception⁽¹⁾
GuideMark^SMLarge Cap Growth Fund
Service Shares		16.31	%		9.49	%		5.20	%		2.32	%
Institutional Shares		17.09	%		N/A			N/A			8.13	%
Russell 1000^®Growth Index		19.27	%		12.07	%		7.82	%		4.27	%⁽²⁾

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

⁽²⁾	The return shown for the Russell 1000^®Growth Index is from the inception date of the Service Shares. The Russell 1000^®Growth Index return from the inception date of the Institutional Shares is 11.62%.

GuideMark^SMLarge Cap Growth Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned 10.25%, underperforming the Russell 1000 Growth Index at 10.34%.
•	The Fund trailed the benchmark for the period due to security selection. Despite positive results from security selection within the industrials, financials and technology sectors, security selection within the health care, materials and energy sectors was a larger detractor to performance.
•	Exposure to large capitalization companies trading at higher valuation discounts was a headwind as investors favored smaller capitalization companies with greater momentum.
•	Security selection within the health care sector was the largest drag on returns. Eli Lilly declined in price after a drug designed to treat breast cancer failed its trial, and Merck fell as a result of its weaker drug pipeline and concerns over future growth.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Cisco Systems, Inc.	4.32
2	Microsoft Corp.	4.18
3	Google, Inc.	3.01
4	Amgen, Inc.	2.43
5	Boeing Co.	2.23
6	NetApp, Inc.	2.18
7	Lowe’s Companies, Inc.	2.13
8	Oracle Corp.	2.09
9	Apple, Inc.	1.97
10	Home Depot, Inc.	1.93

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

GuideMark^SMLarge Cap Value Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Five Year			Ten Year			Since Inception⁽¹⁾
GuideMark^SMLarge Cap Value Fund
Service Shares		27.13	%		7.37	%		5.20	%		3.51	%
Institutional Shares		27.90	%		N/A			N/A			11.77	%
Russell 1000^®Value Index		22.30	%		8.86	%		7.99	%		5.75	%⁽²⁾

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

⁽²⁾	The return shown for the Russell 1000^®Value Index is from the inception date of the Service Shares. The Russell 1000^®Value Index return from the inception date of the Institutional Shares is 11.45%.

GuideMark^SMLarge Cap Value Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned 13.13%, outperforming the Russell 1000 Value Index at 7.27%.
•	The Fund outperformed the benchmark for the period due primarily to security selection across a broad set of economic sectors combined with relative sector positioning.
•	Security selection within the financials was a large driver of performance over the period. Consumer related financials, such as Capital One, benefited returns as US consumers continued to deleverage their balance sheet. Additionally, exposure to interest rate sensitive financials, like banks, also benefited returns as higher rates translated into better margins.
•	Security selection led to an underweight exposure to defensive sectors with lower growth potential, such as utilities which benefited returns as investors moved away from more defensive and high dividend stocks.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Capital One Financial Corp.	2.83
2	Citigroup, Inc.	2.37
3	SLM Corp.	2.28
4	JPMorgan Chase & Co.	2.07
5	Bank of America Corp.	2.01
6	Pentair Ltd.	1.99
7	Wells Fargo & Co.	1.95
8	Delphi Automotive Plc	1.80
9	American International Group, Inc.	1.79
10	Medtronic, Inc.	1.78

GuideMark^SMSmall/Mid Cap Core Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Five Year			Ten Year			Since Inception⁽¹⁾
GuideMark^SMSmall/Mid Cap Core Fund
Service Shares		31.81	%		12.52	%		8.05	%		7.04	%
Institutional Shares		32.63	%		N/A			N/A			11.04	%
Russell 2500^TMIndex		29.79	%		12.68	%		10.38	%		8.55	%⁽²⁾

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

⁽²⁾	The return shown for the Russell 2500^TMIndex is from the inception date of the Service Shares. The Russell 2500^TMIndex return from the inception date of the Institutional Shares is 11.21%.

GuideMark^SMSmall/Mid Cap Core Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned 12.94%, outperforming the Russell 2500 Index at 11.55%.
•	The Fund outperformed the benchmark due primarily to positive security selection across a wide range of economic sectors. Underweight exposure to REITs within the financial sector also contributed to the outperformance.
•	Security selection in the financials sector was a contributor to performance over the period. Nationstar Mortgage Holdings benefited from increased refinancing activity in addition to a rise in new loan applications, while FXCM rallied as a result of greater foreign exchange activity.
•	Security selection in the consumer staples sector benefited relative performance. Nu Skin, a manufacturer of dietary supplements and personal care products, rallied over the period after rumors that it was running an alleged pyramid scheme dissipated.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Raymond James Financial, Inc.	1.79
2	Reinsurance Group of America	1.71
3	FirstMerit Corp.	1.66
4	StanCorp Financial Group, Inc.	1.49
5	Axis Capital Holdings Ltd.	1.47
6	Innospec, Inc.	1.44
7	Nationstar Mortgage Holdings, Inc.	1.42
8	Total System Services, Inc.	1.34
9	Genesee & Wyoming, Inc.	1.34
10	East West Bancorp, Inc.	1.28

GuideMark^SMWorld ex-US Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Five Year			Ten Year			Since Inception⁽¹⁾
GuideMark^SMWorld ex-US Fund
Service Shares		15.30	%		0.58	%		4.32	%		2.61	%
Institutional Shares		15.86	%		N/A			N/A			0.31	%
MSCI All Country World ex-US Index		16.98	%		6.74	%		9.24	%		7.09	%⁽²⁾

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

⁽²⁾	The return shown for the MSCI All Country World ex-US Index is from the inception date of the Service Shares. The MSCI All Country World ex-US Index return from the inception date of the Institutional Shares is 1.42%.

GuideMark^SMWorld ex-US Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned 6.09%, underperforming the MSCI All Country World ex-US Index at 6.97%.
•	The Fund trailed the benchmark for the period due primarily to its exposure to emerging markets securities. Holding the India Equity ETF detracted from performance as the Indian equity market fell due to fears of a potential flight of foreign capital.
•	An underweight to Spanish banks, including Banco Santander, dampened performance over the period as lower quality European securities gained momentum after the European Central Bank confirmed its willingness to be a source of liquidity for the European financial system.
•	Exposure to gold mining companies was a detractor for most of the period, as mining and industrial metal stocks traded lower due to concerns of rising production costs and lower profit margins. Although mining stocks did rebound in September, it was not enough to offset the losses generated in the earlier months of the period.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Roche Holding AG	1.17
2	UBS AG	1.13
3	Nestle SA	1.11
4	Vodaphone Group Plc	1.10
5	Toyota Motor Corp.	1.10
6	Sanofi-Aventis SA	1.06
7	PowerShares India Portfolio	1.06
8	Total SA	1.02
9	Australia & New Zealand Banking Group Ltd.	0.97
10	Anheuser-Busch InBev NV	0.95

GuideMark^SMOpportunistic Equity Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Since Inception⁽¹⁾
GuideMark^SMOpportunistic Equity Fund
Service Shares		28.14	%		9.71	%
Institutional Shares		28.93	%		9.70	%
Russell 3000^®Index		21.60	%		12.23	%⁽²⁾

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

⁽²⁾	The return shown for the Russell 3000^®Index is from the inception date of the Service Shares. The Russell 3000^®Index return from the inception date of the Institutional Shares is 11.52%.

GuideMark^SMOpportunistic Equity Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned 11.62%, outperforming the Russell 3000 Index at 9.20%.
•	The Fund outperformed the benchmark for the period due primarily to security selection combined with relative sector positioning. Exposure to small and mid capitalization companies benefited returns.
•	Security selection, particularly within the health care and financials sectors, was a significant contributor to performance. In the health care sector, the Fund benefited from owning Boston Scientific, which beat consensus earnings estimates and raised its full-year earnings outlook.
•	Exposure to large insurance companies and banks contributed to returns. Bank and insurance stocks generally appreciated in price as their profit margins benefited from a rising rate environment.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Apple, Inc.	2.84
2	United Technologies Corp.	2.42
3	Microsoft Corp.	2.09
4	Boston Scientific Corp.	2.08
5	American International Group, Inc.	1.82
6	Occidental Petroleum Corp.	1.81
7	Cimarex Energy Co.	1.76
8	Southwest Airlines Co.	1.74
9	Baxter International, Inc.	1.70
10	PepsiCo., Inc.	1.66

GuideMark^SMGlobal Real Return Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

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

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Since Inception⁽¹⁾
GuideMark^SMGlobal Real Return Fund
Service Shares		-4.05	%		-3.31	%
Institutional Shares		-3.52	%		-4.07	%
Barclays US TIPS Index		-6.10	%		4.11	%⁽²⁾
Global Real Return Blended Index		1.38	%		-0.07	%⁽³⁾

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

⁽²⁾	The return shown for the Barclays US TIPS Index is from the inception date of the Service Shares. The Barclays US TIPS Index return from the inception date of the Institutional Shares is 3.33%.

⁽³⁾	The return shown for the Global Real Return Blended Index is from the inception date of the Service Shares. The Global Real Return Blended Index return from the inception date of the Institutional Shares is -1.29%.

GuideMark^SMGlobal Real Return Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned -4.14%, outperforming the Barclays US TIPS Index at -6.40% and underperforming the Global Real Return Blended Index at -1.17%.
•	The Fund outperformed the Barclays US TIPS benchmark as a result of its underweight allocation to TIPS, but underperformed the Global Real Return Blended Index as a result of a tactical overweight allocation to global natural resources and exposure to gold mining stocks.
•	Given the low inflation environment, TIPS were amongst the worst performing sectors and exposures away from the sector generated returns.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	SPDR S&P Global Natural Resources ETF	27.67
2	PowerShares DB Commodity Index Tracking Fund	16.16
3	SPDR Barclays Capital TIPS ETF	14.76
4	SPDR Dow Jones International Real Estate ETF	10.61
5	SPDR DB International Government Inflation-Protected Bond ETF	9.83
6	SPD Dow Jones REIT ETF	8.87
7	SPDR S&P Metals and Mining ETF	3.49
8	Power Shares Global Agriculture Portfolio	3.01
9	SPDR S&P International Energy Sector ETF	2.09
10	Energy Select Sector SPDR Fund	1.99

GuideMark^SMCore Fixed Income Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Five Year			Ten Year			Since Inception⁽¹⁾
GuideMark^SMCore Fixed Income Fund
Service Shares		-2.81	%		5.59	%		3.85	%		4.46	%
Institutional Shares		-2.31	%		N/A			N/A			2.96	%
Barclays US Aggregate Bond Index		-1.68	%		5.41	%		4.59	%		5.27	%⁽²⁾

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

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

GuideMark^SMCore Fixed Income Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned -2.57%, underperforming the Barclays US Aggregate Bond Index at -1.77%.
•	The Fund underperformed the benchmark for the period as a result of its exposure to investment grade bonds and exposure to long-term U.S. Treasury bonds.
•	Security selection of corporate bonds added to overall returns, but these returns were offset by the overweight allocation to the sector.
•	Duration exposure was largely neutral for the period but owning longer maturity U.S. Treasury bonds dampened performance.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	U.S. Treasury Note, 2.000%, 02/15/2022	2.98
2	Federal National Mortgage Association, Pool #AT3202, 3.500%, 05/01/2042	2.67
3	U.S. Treasury Note, 2.000%, 11/15/2021	1.78
4	U.S. Treasury Bond, 3.125%, 11/15/2041	1.76
5	U.S. Treasury Note, 0.875%, 01/31/2017	1.49
6	Federal Home Loan Mortgage Corp., Pool #J2-5769, 3.500%, 09/01/2028	1.21
7	U.S. Treasury Note, 2.000%, 04/30/2016	1.18
8	U.S. Treasury Note, 1.500%, 08/31/2018	1.16
9	U.S. Treasury Note, 0.625%, 07/15/2016	1.14
10	Federal National Mortgage Association, Pool #MA1510, 4.000%, 07/01/2043	1.04

GuideMark^SMTax-Exempt Fixed Income Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Five Year			Ten Year			Since Inception⁽¹⁾
GuideMark^SMTax-Exempt Fixed Income Fund		-3.85	%		4.82	%		2.79	%		3.42	%
Barclays Municipal Bond Index		-2.21	%		5.98	%		4.40	%		4.86	%

⁽¹⁾	Inception date is 6/29/01.

GuideMark^SMTax-Exempt Fixed Income Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned -4.60%, underperforming the Barclays Municipal Bond Index at -3.15%.
•	The Fund trailed the benchmark for the period as a result of increased exposure to BBB rated bonds. Yield curve positioning was also a detractor to performance as the Fund had a modest bias to the intermediate and longest maturities of the curve.
•	Although exposure to BBB rated bonds benefited performance in prior periods, the bias to BBB detracted from performance this period as investors worried that financial issues in Detroit and Puerto Rico were not isolated events and municipal defaults could increase further.
•	A bias to the intermediate and longest maturities of the yield curve negatively impacted relative returns as yields rose on the longer end of the curve following Fed Chairman Ben Bernanke’s comments on tapering quantitative easing.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	California, GO, 6.500%, 04/01/2033	1.94
2	Henry County Public Service Authority Water & Sewer, Refunding, Revenue Bond, FSA Insured, 5.500%, 11/15/2019	1.87
3	Wisconsin, Series A, Refunding, Revenue Bond, 6.000%, 05/01/2033	1.81
4	Boise-Kuna District, Revenue Bond, 7.375%, 06/01/2034	1.78
5	Los Angeles Department of Airports, Series A, Refunding, Revenue Bond, 5.250%, 05/15/2029	1.77
6	Allegheny County Hospital Development Authority, Series A, Revenue Bond, 5.000%, 09/01/2014	1.71
7	New York, GO, 5.375%, 04/01/2036	1.62
8	Louisiana Citizens Property, Revenue Bond, 6.750%, 06/01/2026	1.49
9	Massachusetts Health & Educational Facilities Authority, Series A, Refunding, Revenue Bond, 5.500%, 11/15/2036	1.43
10	North Texas Tollway Authority, Series E, Refunding, Revenue Bond, 5.750%, 01/01/2038	1.39

GuideMark^SMOpportunistic Fixed Income Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Since Inception⁽¹⁾
GuideMark^SMOpportunistic Fixed Income Fund
Service Shares		1.60	%		2.66	%
Institutional Shares		2.09	%		2.97	%
Barclays Multiverse Index		-2.22	%		2.94	%⁽²⁾

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

⁽²⁾	The return shown for the Barclays Multiverse Index is from the inception date of the Service Shares. The Barclays Multiverse Index return from the inception date of the Institutional Shares is 1.58%.

GuideMark^SMOpportunistic Fixed Income Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned -3.15%, underperforming the Barclays Multiverse Index at 0.02%.
•	The Fund underperformed the benchmark for the period largely due to macroeconomic factors. Fed Chairman Bernanke’s comments on tapering quantitative easing in late May caused rates to rise and the bond market to sell off. Fears of a hard landing in China and uncertainty in the developed markets weighed heavily on the emerging market region.
•	Exposure to a basket of emerging market currencies including Asia ex-Japan and Latin America detracted from returns as these currencies weakened against the U.S. dollar. The Fund’s Exposure to peripheral European currencies including the Polish zloty was also a detractor as the Euro strengthened against these currencies.
•	The Fund’s exposure to corporate credit and dividend securities dampened returns and more than offset the positive impact from maintaining a shorter duration relative to the benchmark.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio.

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Korea Treasury Bond, 3.000%, 12/10/2013	3.88
2	Petroleos De Venezuela SA, 4.900%, 10/28/2014	1.86
3	Malaysia Government Bond, 5.094%, 04/30/2014	1.63
4	Ireland Government Bond, 5.000%, 10/18/2020	1.38
5	Hungary Government Bond, 6.750%, 02/24/2017	1.29
6	Mexican Bonos, 6.000%, 06/18/2015	1.21
7	Hungary Government International Bond, 6.375%, 03/29/2021	1.20
8	Federal National Mortgage Association, Series #1237, 3.000%, 11/01/2032	1.18
9	Poland Government Bond, 2.710%, 01/25/2021	1.17
10	Federal National Mortgage Association, Series #1200, 3.000%, 10/01/2032	1.16

GuidePath^SMStrategic Asset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

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

MSCI ALL COUNTRY WORLD INDEX – A free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. It consists of 45 country indices comprising 24 developed and 21 emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The emerging market country indices included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Since Inception⁽¹⁾
GuidePath^SMStrategic Asset Allocation Fund
Service Shares		16.42	%		4.60	%
Institutional Shares		17.08	%		14.42	%
S&P 500^®Index		19.34	%		11.48	%⁽²⁾
MSCI All Country World Index		18.37	%		5.88	%⁽³⁾

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

⁽²⁾	The return shown for the S&P 500^®Index is annualized from the inception date of the Service Shares. The S&P 500^®Index cumulative return from the inception date of the Institutional Shares is 16.98%.

⁽³⁾	The return shown for the MSCI All Country World Index is annualized from the inception date of the Service Shares. The MSCI All Country World Index cumulative return from the inception date of the Institutional Shares is 16.61%.

GuidePath^SMStrategic Asset Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned 6.63%, underperforming the S&P 500 Index at 8.31% and the MSCI All Country World Index at 7.77%.
•	Exposure to emerging market equities was the key driver of the lagging returns as these securities experienced negative returns for the period resulting from fears of international economic contraction and uncertain Chinese growth expectations.
•	Decreasing exposure to U.S. equities over the period, while increasing exposure to international markets tempered returns.
•	Exposure to actively managed large cap value funds, small- and mid-cap core funds, and opportunistic equity funds proved beneficial.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	GuideMark^SMWorld ex-US Fund – Institutional Shares	18.63
2	Vanguard FTSE All-World ex-US Index Fund	18.49
3	SPDR S&P 500 ETF Trust	14.03
4	GuideMark^SMSmall/Mid Cap Core Fund – Institutional Shares	8.22
5	GuideMark^SMLarge Cap Value Fund – Institutional Shares	7.85
6	GuideMark^SMLarge Cap Growth Fund – Institutional Shares	6.75
7	GuideMark^SMOpportunistic Equity Fund – Institutional Shares	5.20
8	GuideMark^SMGlobal Real Return Fund – Institutional Shares	4.56
9	SPDR S&P 600 Small Cap Growth ETF	2.99
10	iShares MSCI Canada Index Fund	2.29

GuidePath^SMTactical Constrained^SMAsset Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Since Inception⁽¹⁾
GuidePath^SMTactical Constrained Asset Allocation Fund
Service Shares		11.26	%		4.32	%
Institutional Shares		12.02	%		10.17	%
S&P 500^®Index		19.34	%		11.48	%⁽²⁾
Tactical Constrained^SMBlended Index		13.10	%		5.50	%⁽³⁾

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

⁽²⁾	The return shown for the S&P 500^®Index is annualized from the inception date of the Service Shares. The S&P 500^®Index cumulative return from the inception date of the Institutional Shares is 16.98%.

⁽³⁾	The return shown for the Tactical Constrained Blended Index is annualized from the inception date of the Service Shares. The Tactical Constrained Blended Index cumulative return from the inception date of the Institutional Shares is 11.99%.

GuidePath^SMTactical Constrained^SMAsset Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned 3.83%, underperforming the S&P 500 Index at 8.31% and the Tactical Constrained Blended Index at 5.35%.
•	Although equity exposure increased over the period, it remained an underweight position and was a large driver of the lagging returns, along with the fixed income exposure. The bond market turned negative across most sectors as yields rose as a result of the potential tapering of Federal Reserve stimulus.
•	Exposure to emerging markets, both equities and fixed income, hurt performance as these securities experienced negative returns for the period resulting from fears of international economic contraction and uncertain Chinese growth expectations.
•	Exposure to actively managed large cap value funds, small- and mid-cap core funds, and opportunistic equity funds proved beneficial.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	GuideMark^SMWorld ex-US Fund – Institutional Shares	17.04
2	SPDR S&P 500 ETF Trust	15.59
3	GuideMark^SMCore Fixed Income Fund – Institutional Shares	11.40
4	GuideMark^SMOpportunistic Equity Fund – Institutional Shares	10.55
5	GuideMark^SMLarge Cap Growth Fund – Institutional Shares	7.86
6	GuideMark^SMLarge Cap Value Fund – Institutional Shares	7.81
7	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	5.62
8	GuideMark^SMSmall/Mid Cap Core Fund – Institutional Shares	5.45
9	iShares Core MSCI Emerging Markets ETF	3.14
10	Vanguard REIT ETF	2.06

GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Since Inception⁽¹⁾
GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund
Service Shares		11.16	%		3.16	%
Institutional Shares		11.69	%		10.16	%
S&P 500^®Index		19.34	%		11.48	%⁽²⁾
Tactical Unconstrained Blended Index		16.17	%		5.53	%⁽³⁾

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

⁽²⁾	The return shown for the S&P 500^®Index is annualized from the inception date of the Service Shares. The S&P 500^®Index cumulative return from the inception date of the Institutional Shares is 16.98%.

⁽³⁾	The return shown for the Tactical Unconstrained Blended Index is annualized from the inception date of the Service Shares. The Tactical Unconstrained Blended Index cumulative return from the inception date of the Institutional Shares is 14.66%.

GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned 3.02%, underperforming the S&P 500 Index at 8.31% and the Tactical Unconstrained Blended Index at 6.99%.
•	Defensive positioning with underweight exposure to equities and higher cash allocations hindered returns, especially during the market rallies in mid-April, the end of June and the beginning of September.
•	Fixed income exposure was a detractor across the board as most sectors turned negative as yields rose as a result of the potential tapering of Federal Reserve stimulus. The impact was felt globally and across currencies, which negatively impacted the returns of the absolute return strategies used by the Fund.
•	Exposure to actively managed large cap value funds, small- and mid-cap core funds, and opportunitistic equity funds proved beneficial.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	SPDR S&P 500 ETF Trust	12.19
2	Virtus Premium AlphaSector Fund – Institutional Shares	11.92
3	iShares MSCI ACWI ex US Fund	7.82
4	GuideMark^SMOpportunistic Equity Fund – Institutional Shares	7.73
5	GuideMark^SMLarge Cap Value Fund – Institutional Shares	6.73
6	GuideMark^SMSmall/Mid Cap Core Fund – Institutional Shares	4.29
7	Vanguard FTSE All-World ex-US Index Fund	4.24
8	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	4.17
9	GuideMark^SMWorld ex-US Fund – Institutional Shares	3.86
10	GuideMark^SMLarge Cap Growth Fund – Institutional Share	3.77

GuidePath^SMAbsolute Return Asset Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year			Since Inception⁽¹⁾
GuidePath^SMAbsolute Return Asset Allocation Fund
Service Shares		-0.99	%		0.70	%
Institutional Shares		-0.27	%		-0.07	%
Citigroup 3-Month Treasury Bill Index		0.07	%		0.06	%⁽²⁾

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

⁽²⁾	The return shown for the Citigroup 3-Month Treasury Bill Index is annualized from the inception date of the Service Shares. The Citigroup 3-Month Treasury Bill Index cumulative return from the inception date of the Institutional Shares is 0.07%.

GuidePath^SMAbsolute Return Asset Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned -1.97%, underperforming the Citigroup 3-month Treasury Bill Index at 0.03%.
•	Fixed income exposure hindered performance as the bond market turned negative across most sectors as yields rose on the potential pullback in Federal Reserve stimulus.
•	Emerging market currency exposures were a large detractor due to economic growth concerns and monetary tightening implications. A small exposure to emerging market bonds dampened returns due to regional positioning.
•	A small but increasing exposure to domestic and international equities was beneficial as those markets saw positive gains.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Pioneer Strategic Income Fund – Class Y	10.89
2	DoubleLine Total Return Bond Fund – Institutional Shares	6.81
3	GuideMark^SMCore Fixed Income Fund – Institutional Shares	5.95
4	iShares Barclays Credit Bond Fund	5.64
5	iShares Barclays MBS Bond Fund	5.24
6	iShares Floating Rate Note Fund	4.63
7	iShares Barclays 7-10 Year Treasury Bond Fund	4.10
8	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	3.76
9	JPMorgan Multi-Sector Income Fund – Select Shares	3.73
10	SPDR Barclays Short Term Corporate Bond ETF	2.83

GuidePath^SMMulti-Asset Income Asset Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

MSCI WORLD HIGH DIVIDEND YIELD INDEX – An index that is based on the MSCI World Index, its parent index, and includes large and mid cap stocks across 24 developed market countries. The Index is designed to reflect the performance of equities (excluding REITs) with higher than average dividend yields that are both sustainable and persistent.

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

CUMULATIVE TOTAL RETURN (for periods ended September 30)

	One Year			Since Inception⁽¹⁾
GuidePath^SMMulti-Asset Income Asset
Allocation Fund		5.98	%		6.88	%
MSCI World High Dividend Yield Index		17.94	%		19.12	%
Multi-Asset Income Blended Index		9.79	%		10.56	%

⁽¹⁾	Inception date is 8/31/12.

GuidePath^SMMulti-Asset Income Asset Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned -0.08%, underperforming the MSCI World High Dividend Yield Index at 6.24% and the Multi-Asset Income Blended Index at 3.03%.
•	Overweight exposure to fixed income, combined with a large concentration to emerging markets within fixed income, detracted from returns. Yields rose as a result of the potential tapering of Federal Reserve stimulus and the impact was felt globally within the fixed income and currency markets.
•	A decrease in equity exposure due to concerns about market volatility, in addition to the bias towards international and emerging markets within the dividend equities, dragged on returns.
•	Exposure to domestic REITs detracted from performance as REITs experienced negative returns from sensitivity to the rise in bond yields.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	iShares iBoxx $ High Yield Corporate Bond Fund	9.48
2	WisdomTree Equity Income Fund	9.46
3	Forward Select Income Fund – Institutional Shares	7.98
4	iShares JPMorgan USD Emerging Markets Bond Fund	6.75
5	PowerShares International Dividend Achievers Portfolio	5.69
6	JPMorgan Income Builder Fund – Select Share	4.97
7	JPMorgan High Yield Fund – Select Shares	4.71
8	iShares International Select Dividend ETF	4.55
9	Henderson Global Equity Income Fund – Institutional Shares	4.09
10	Forward EM Corporate Debt Fund – Institutional Shares	4.06

GuidePath^SMFixed Income Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

CUMULATIVE TOTAL RETURN (for periods ended September 30)

	One Year			Since Inception⁽¹⁾
GuidePath^SMFixed Income Allocation Fund
Service Shares		-2.62	%		-2.07	%
Institutional Shares		-2.10	%		-1.64	%
Barclays US Aggregate Bond Index		-1.68	%		-1.43	%⁽²⁾

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

⁽²⁾	The return shown for the Barclays US Aggregate Bond Index is from the inception date of the Service Shares. The Barclays US Aggregate Bond Index return from the inception date of the Institutional Shares is -1.11%.

GuidePath^SMFixed Income Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned -2.81%, underperforming the Barclays US Aggregate Bond Index at -1.77%.
•	The bond market turned negative across most sectors as yields rose as a result of the potential tapering in Federal Reserve stimulus. The Fund’s exposure to TIPS, emerging markets bonds, credit and longer dated treasuries dragged on returns.
•	Exposure to short-term treasuries and high yield bonds benefited performance due to their greater resilience to the bond market sell-off.
•	Actively managed core fixed income and opportunistic fixed income funds saw weaker performance as corporate credit and emerging market currency exposures weighed on returns.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	GuideMark^SMCore Fixed Income Fund – Institutional Shares	24.03
2	Vanguard Total Bond Market Index Fund	23.88
3	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	10.49
4	iShares Barclays 7-10 Year Treasury Bond Fund	6.50
5	iShares Barclays Credit Bond Fund	4.35
6	Powershares Senior Loan Portfolio	4.28
7	Vanguard Mortgage-Backed Securities ETF	4.25
8	iShares Barclays 1-3 Year Treasury Bond Fund	3.64
9	SPDR Barclays High Yield Bond ETF	2.76
10	SPDR Barclays TIPS ETF	2.73

GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

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

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

CUMULATIVE TOTAL RETURN (for periods ended September 30)

	One Year			Since Inception⁽¹⁾
GuidePath^SMAltegris^® Diversifed Alternatives Allocation Fund
Service Shares		-0.54	%		-0.50	%
Institutional Shares		-0.10	%		-0.76	%
HFRI Fund of Funds Composite Index		6.96	%		7.27	%⁽²⁾
Citigroup 3-Month Treasury Bill Index		0.07	%		0.07	%⁽³⁾

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

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

⁽³⁾	The return shown for the Citigroup 3-Month Treasury Bill Index is annualized from the inception date of the Service Shares. The Citigroup 3-Month Treasury Bill Index cumulative return from the inception date of the Institutional Shares is 0.07%.

GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund
MANAGER’S DISCUSSION OF FUND PERFORMANCE (Continued) (Unaudited)

•	For the 6 months ended September 2013, the Fund returned -0.80%, underperforming the HFRI Fund of Funds Composite Index at 2.17% and the Citigroup 3-Month Treasury Bill Index at 0.03%.
•	The biggest detractor to performance was foreign currency trading within both fundamental and trend based positions, specifically on the shifts between the Euro and U.S. dollar.
•	The steepening yield curve in the U.S. caused losses for both fundamental and trend-based positions in fixed income, hindering performance.
•	Fundamental equity exposure contributed positively to performance within the consumer staples, telecommunications, and financial sectors driving broadly diversified gains. Short positions in precious metals were a positive contributor as those markets trended lower due to increasingly negative investor sentiment.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Altegris^® Equity Long Short Fund – Institutional Shares	43.15
2	Altegris^® Macro Strategy Fund – Institutional Shares	18.64
3	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	12.68
4	Altegris^® Futures Evolution Strategy Fund – Institutional Shares	8.34
5	Altegris^® Managed Futures Strategy Fund – Institutional Shares	8.24
6	Altegris^® Fixed Income Long Short Fund – Institutional Shares	6.99

GuideMark^SMFunds & GuidePath^SMFunds
EXPENSE EXAMPLE (Unaudited)

September 30, 2013

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

The Expense Examples are based on an investment of $1,000 invested at the beginning of a six-month period and held for the entire period, which for all Funds is from April 1, 2013 to September 30, 2013.

Actual Expenses

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

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

Hypothetical Example for Comparison Purposes

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

GuideMark^SM& GuidePath^SMFunds

EXPENSE EXAMPLE (Continued) (Unaudited)

September 30, 2013

						Annualized
		Beginning		Ending		Expense Ratio¹			Expenses Paid
		Account		Account		based on			During Period²
		Value		Value		the period			April 1, 2013–
		April 1,		September 30,		April 1, 2013–			September 30,
Fund		2013		2013		September 30, 2013			2013
INSTITUTIONAL SHARES
GuideMark^SMLarge Cap	Actual	$	1,000.00	$	1,106.30		0.93	%	$	4.91
Growth Fund	Hypothetical³	$	1,000.00	$	1,020.41		0.93	%	$	4.71
GuideMark^SMLarge Cap	Actual	$	1,000.00	$	1,133.60		0.90	%	$	4.81
Value Fund	Hypothetical³	$	1,000.00	$	1,020.56		0.90	%	$	4.56
GuideMark^SMSmall/Mid Cap	Actual	$	1,000.00	$	1,133.20		1.06	%	$	5.67
Core Fund	Hypothetical³	$	1,000.00	$	1,019.75		1.06	%	$	5.37
GuideMark^SMWorld	Actual	$	1,000.00	$	1,063.30		1.05	%	$	5.43
ex-US Fund	Hypothetical³	$	1,000.00	$	1,019.80		1.05	%	$	5.32
GuideMark^SMOpportunistic	Actual	$	1,000.00	$	1,119.00		1.03	%	$	5.47
Equity Fund	Hypothetical³	$	1,000.00	$	1,019.90		1.03	%	$	5.22
GuideMark^SMGlobal	Actual	$	1,000.00	$	960.60		0.88	%	$	4.33
Real Return Fund	Hypothetical³	$	1,000.00	$	1,020.66		0.88	%	$	4.46
GuideMark^SMCore	Actual	$	1,000.00	$	976.40		0.74	%	$	3.67
Fixed Income Fund	Hypothetical³	$	1,000.00	$	1,021.36		0.74	%	$	3.75
GuideMark^SMOpportunistic	Actual	$	1,000.00	$	970.30		1.01	%	$	4.99
Fixed Income Fund	Hypothetical³	$	1,000.00	$	1,020.00		1.01	%	$	5.11
GuidePath^SMStrategic	Actual	$	1,000.00	$	1,069.30		0.41	%	$	2.13
Asset Allocation Fund	Hypothetical³	$	1,000.00	$	1,023.01		0.41	%	$	2.08
GuidePath^SMTactical Constrained^SM	Actual	$	1,000.00	$	1,041.20		0.43	%	$	2.20
Asset Allocation Fund	Hypothetical³	$	1,000.00	$	1,022.91		0.43	%	$	2.18
GuidePath^SMTactical Unconstrained^SM	Actual	$	1,000.00	$	1,033.20		0.52	%	$	2.65
Asset Allocation Fund	Hypothetical³	$	1,000.00	$	1,022.46		0.52	%	$	2.64
GuidePath^SMAbsolute Return	Actual	$	1,000.00	$	984.30		0.51	%	$	2.54
Asset Allocation Fund	Hypothetical	$	1,000.00	$	1,022.51		0.51	%	$	2.59
GuidePath^SMFixed Income	Actual	$	1,000.00	$	974.30		0.43	%	$	2.13
Allocation Fund	Hypothetical³	$	1,000.00	$	1,022.91		0.43	%	$	2.18
GuidePath^SMAltegris^®Diversified	Actual	$	1,000.00	$	994.00		0.21	%	$	1.05
Alternatives Allocation Fund	Hypothetical³	$	1,000.00	$	1,024.02		0.21	%	$	1.07

¹	The expense ratio excludes the securities lending credit.
²	Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.
³	5% return before expenses.

GuideMark^SM& GuidePath^SMFunds

EXPENSE EXAMPLE (Continued) (Unaudited)

September 30, 2013

						Annualized
		Beginning		Ending		Expense Ratio¹			Expenses Paid
		Account		Account		based on			During Period²
		Value		Value		the period			April 1, 2013–
		April 1,		September 30,		April 1, 2013–			September 30,
Fund		2013		2013		September 30, 2013			2013
SERVICE SHARES
GuideMark^SMLarge Cap	Actual	$	1,000.00	$	1,102.50		1.50	%	$	7.91
Growth Fund	Hypothetical³	$	1,000.00	$	1,017.55		1.50	%	$	7.59
GuideMark^SMLarge Cap	Actual	$	1,000.00	$	1,131.30		1.47	%	$	7.85
Value Fund	Hypothetical³	$	1,000.00	$	1,017.70		1.47	%	$	7.44
GuideMark^SMSmall/Mid Cap	Actual	$	1,000.00	$	1,129.40		1.62	%	$	8.65
Core Fund	Hypothetical³	$	1,000.00	$	1,016.95		1.62	%	$	8.19
GuideMark^SMWorld	Actual	$	1,000.00	$	1,060.90		1.59	%	$	8.21
ex-US Fund	Hypothetical³	$	1,000.00	$	1,017.10		1.59	%	$	8.04
GuideMark^SMOpportunistic	Actual	$	1,000.00	$	1,116.20		1.62	%	$	8.59
Equity Fund	Hypothetical³	$	1,000.00	$	1,016.95		1.62	%	$	8.19
GuideMark^SMGlobal	Actual	$	1,000.00	$	958.60		1.44	%	$	7.07
Real Return Fund	Hypothetical³	$	1,000.00	$	1,017.85		1.44	%	$	7.28
GuideMark^SMCore	Actual	$	1,000.00	$	974.30		1.29	%	$	6.38
Fixed Income Fund	Hypothetical³	$	1,000.00	$	1,018.60		1.29	%	$	6.53
GuideMark^SMTax-Exempt	Actual	$	1,000.00	$	954.00		1.29	%	$	6.32
Fixed Income Fund	Hypothetical³	$	1,000.00	$	1,018.60		1.29	%	$	6.53
GuideMark^SMOpportunistic	Actual	$	1,000.00	$	968.50		1.55	%	$	7.65
Fixed Income Fund	Hypothetical³	$	1,000.00	$	1,017.30		1.55	%	$	7.84
GuidePath^SMStrategic	Actual	$	1,000.00	$	1,066.30		1.04	%	$	5.39
Asset Allocation Fund	Hypothetical³	$	1,000.00	$	1,019.85		1.04	%	$	5.27
GuidePath^SMTactical Constrained^SM	Actual	$	1,000.00	$	1,038.30		1.06	%	$	5.42
Asset Allocation Fund	Hypothetical³	$	1,000.00	$	1,019.75		1.06	%	$	5.37
GuidePath^SMTactical Unconstrained^SM	Actual	$	1,000.00	$	1,030.20		1.16	%	$	5.90
Asset Allocation Fund	Hypothetical³	$	1,000.00	$	1,019.25		1.16	%	$	5.87
GuidePath^SMAbsolute Return	Actual	$	1,000.00	$	980.30		1.17	%	$	5.81
Asset Allocation Fund	Hypothetical³	$	1,000.00	$	1,019.20		1.17	%	$	5.92
GuidePath^SMMulti-Asset Income	Actual	$	1,000.00	$	999.20		1.26	%	$	6.31
Asset Allocation Fund	Hypothetical³	$	1,000.00	$	1,018.75		1.26	%	$	6.38

GuideMark^SM& GuidePath^SMFunds

EXPENSE EXAMPLE (Continued) (Unaudited)

September 30, 2013

						Annualized
		Beginning		Ending		Expense Ratio¹			Expenses Paid
		Account		Account		based on			During Period²
		Value		Value		the period			April 1, 2013–
		April 1,		September 30,		April 1, 2013–			September 30,
Fund		2013		2013		September 30, 2013			2013
SERVICE SHARES (Continued)
GuidePath^SMFixed Income	Actual	$	1,000.00	$	971.90		1.02	%	$	5.04
Allocation Fund	Hypothetical³	$	1,000.00	$	1,019.95		1.02	%	$	5.16
GuidePath^SMAltegris^®Diversified	Actual	$	1,000.00	$	992.00		0.55	%	$	2.75
Alternatives Allocation Fund	Hypothetical³	$	1,000.00	$	1,022.31		0.55	%	$	2.79

¹	The expense ratio excludes the securities lending credit.
²	Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/365 to reflect the one-half year period.
³	5% return before expenses.

GuideMark^SMLarge Cap Growth Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2013

Number of Shares			Value
		COMMON STOCKS - 99.47%
		Aerospace & Defense - 5.49%
	34,178	Boeing Co.	$	4,015,915
	31,172	Honeywell International, Inc.		2,588,523
	30,542	United Technologies Corp.		3,293,038
				9,897,476
		Air Freight & Logistics - 0.63%
	12,488	United Parcel Service, Inc.		1,141,029
		Automobiles - 0.79%
	84,352	Ford Motor Co.		1,423,018
		Beverages - 0.85%
	15,464	Anheuser-Busch InBev NV - ADR		1,534,029
		Biotechnology - 6.42%
	39,112	Amgen, Inc.		4,378,197
	7,770	Biogen Idec, Inc. (a)		1,870,705
	18,911	Celgene Corp. (a)		2,910,970
	38,173	Gilead Sciences, Inc. (a)		2,398,792
				11,558,664
		Chemicals - 1.00%
	17,256	Monsanto Co.		1,801,009
		Commercial Services & Supplies - 0.36%
	16,106	The ADT Corp.		654,870
		Communications Equipment - 5.18%
	332,409	Cisco Systems, Inc.		7,785,019
	38,968	Juniper Networks, Inc. (a)		773,905
	11,351	QUALCOMM, Inc.		764,603
				9,323,527
		Computers & Peripherals - 5.66%
	7,427	Apple, Inc.		3,540,822
	92,085	NetApp, Inc.		3,924,663
	11,143	QLogic Corp. (a)		121,904
	26,070	SanDisk Corp.		1,551,426
	16,700	Western Digital Corp. (b)		1,058,780
				10,197,595
		Consumer Finance - 1.29%
	30,866	American Express Co.		2,331,000
		Diversified Financial Services - 2.36%
	159,283	Bank of America Corp.		2,198,105
	5,013	IntercontinentalExchange, Inc. (a)(b)		909,459
	21,986	JPMorgan Chase & Co.		1,136,456
				4,244,020

Number of Shares			Value
		Diversified Telecommunication Services - 0.87%
	33,449	Verizon Communications, Inc.	$	1,560,730
		Electrical Equipment - 0.14%
	2,343	Rockwell Automation, Inc.		250,560
		Energy Equipment & Services - 1.64%
	11,506	National-Oilwell Varco, Inc.		898,734
	16,658	Oceaneering International, Inc.		1,353,296
	15,652	Transocean Ltd. - ADR		696,514
				2,948,544
		Food & Staples Retailing - 3.00%
	17,496	Costco Wholesale Corp.		2,014,140
	26,843	CVS Caremark Corp.		1,523,340
	25,129	Wal-Mart Stores, Inc.		1,858,541
				5,396,021
		Food Products - 0.63%
	14,983	Green Mountain Coffee Roasters,
		Inc. (a)(b)		1,128,669
		Health Care Equipment & Supplies - 3.77%
	11,080	Becton, Dickinson & Co.		1,108,222
	10,591	C.R. Bard, Inc. (b)		1,220,083
	47,217	Medtronic, Inc.		2,514,305
	23,816	Zimmer Holdings, Inc.		1,956,246
				6,798,856
		Health Care Providers & Services - 2.67%
	20,782	Aetna, Inc.		1,330,464
	21,963	Express Scripts Holding Co. (a)		1,356,874
	16,551	McKesson Corp.		2,123,493
				4,810,831
		Hotels, Restaurants & Leisure - 2.96%
	3,076	Chipotle Mexican Grill, Inc. (a)		1,318,681
	24,526	Starwood Hotels & Resorts
		Worldwide, Inc.		1,629,753
	23,366	Wyndham Worldwide Corp.		1,424,625
	6,093	Wynn Resorts Ltd.		962,755
				5,335,814
		Household Durables - 0.20%
	22,134	Pulte Homes, Inc.		365,211
		Industrial Conglomerates - 1.97%
	23,926	3M Co.		2,857,004
	19,801	Tyco International Ltd. - ADR		692,639
				3,549,643

See notes to financial statements.

GuideMark^SMLarge Cap Growth Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of Shares			Value
		COMMON STOCKS (Continued)
		Internet & Catalog Retail - 1.54%
	3,608	Amazon.com, Inc. (a)	$	1,128,005
	1,632	Priceline.com, Inc. (a)		1,649,870
				2,777,875
		Internet Software & Services - 8.45%
	15,661	Akamai Technologies, Inc. (a)		809,674
	30,062	eBay, Inc. (a)		1,677,159
	39,905	Facebook, Inc. (a)		2,004,827
	6,191	Google, Inc. (a)		5,422,759
	45,577	IAC/InterActiveCorp		2,491,695
	3,287	LinkedIn Corp. (a)		808,799
	60,433	Yahoo, Inc. (a)		2,003,958
				15,218,871
		IT Services - 2.97%
	6,333	Alliance Data Systems Corp. (a)(b)		1,339,240
	24,178	Paychex, Inc.		982,594
	15,875	Visa, Inc.		3,033,712
				5,355,546
		Life Sciences Tools & Services - 0.26%
	22,453	Bruker Corp. (a)		463,654
		Machinery - 3.62%
	32,120	Danaher Corp.		2,226,558
	16,579	Dover Corp.		1,489,292
	11,293	Illinois Tool Works, Inc.		861,317
	17,877	Parker Hannifin Corp.		1,943,587
				6,520,754
		Media - 5.33%
	66,051	Comcast Corp.		2,982,203
	30,483	Omnicom Group, Inc. (b)		1,933,841
	13,155	Scripps Networks Interactive, Inc.		1,027,537
	411,070	Sirius XM Radio, Inc.		1,590,841
	61,754	Twenty-First Century Fox, Inc.		2,068,759
				9,603,181
		Metals & Mining - 0.06%
	25,310	Allied Nevada Gold Corp. (a)(b)		105,796
		Multiline Retail - 0.88%
	27,820	Dollar Tree, Inc. (a)		1,590,191
		Oil & Gas - 0.68%
	35,691	Valero Energy Corp.		1,218,848

Number of Shares			Value
		Pharmaceuticals - 2.93%
	45,829	Eli Lilly & Co.	$	2,306,574
	15,256	Johnson & Johnson		1,322,543
	34,650	Merck & Co., Inc.		1,649,686
				5,278,803
		Road & Rail - 0.54%
	43,880	Hertz Global Holdings, Inc. (a)		972,381
		Semiconductor & Semiconductor
		Equipment - 4.44%
	86,914	Altera Corp.		3,229,724
	42,971	Broadcom Corp.		1,117,676
	42,109	Microchip Technology, Inc. (b)		1,696,571
	41,502	Xilinx, Inc.		1,944,784
				7,988,755
		Software - 9.28%
	40,043	Check Point Software Technologies
		Ltd. - ADR (a)		2,264,832
	11,937	Informatica Corp. (a)		465,185
	12,083	Intuit, Inc.		801,224
	226,281	Microsoft Corp.		7,537,420
	7,601	NetSuite, Inc. (a)		820,452
	113,695	Oracle Corp.		3,771,263
	17,363	salesforce.com, Inc. (a)(b)		901,313
	2,588	Splunk, Inc. (a)		155,384
				16,717,073
		Specialty Retail - 9.30%
	10,863	Five Below, Inc. (a)(b)		475,256
	45,945	Home Depot, Inc.		3,484,928
	80,629	Lowe’s Companies, Inc.		3,838,747
	20,669	O’Reilly Automotive, Inc. (a)		2,637,158
	16,373	PetSmart, Inc.		1,248,605
	5,698	Sherwin Williams Co.		1,038,062
	20,795	The Buckle, Inc. (b)		1,123,970
	27,002	The Gap, Inc.		1,087,640
	32,410	The TJX Companies, Inc.		1,827,600
				16,761,966
		Textiles, Apparel & Luxury Goods - 1.31%
	12,444	Lululemon Athletica, Inc. (a)(b)		909,532
	20,028	Nike, Inc.		1,454,834
				2,364,366
		Total Common Stocks
		(Cost $132,699,453)		179,189,176

See notes to financial statements.

GuideMark^SM Large Cap Growth Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		SHORT TERM INVESTMENTS - 0.58%
		Money Market Funds - 0.58%
	1,049,778	Federated Prime Obligations Fund	$	1,049,778
		Total Short Term Investments
		(Cost $1,049,778)		1,049,778
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 6.05%
		Money Market Funds - 6.00%
	10,816,255	First American Government
		Obligations Fund		10,816,255
	20,508	Reserve Primary Fund (c)		792
		Total Money Market Funds
		(Cost $10,833,947)		10,817,047

Principal
Amount			Value
		Cash - 0.05%
$	80,232	Cash	$	80,232
		Total Cash (Cost $80,232)		80,232
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $10,914,179)		10,897,279
		Total Investments
		(Cost $144,663,410) - 106.10%		191,136,233
		Liabilities in Excess of
		Other Assets - (6.10)%		(10,986,603	)
		TOTAL NET
		ASSETS - 100.00%	$	180,149,630

Percentages are stated as a percent of net assets.

ADR - American Depositary Receipt

(a)	Non-income producing security.
(b)	All or portion of this security is on loan.
(c)	As of September 30, 2013, the Fund has fair valued this security and deemed it illiquid. The value of this security was $792, which represents 0.00% of total net assets.

See notes to financial statements.

GuideMark^SMLarge Cap Value Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS - 99.15%
		Aerospace & Defense - 3.79%
	25,200	General Dynamics Corp.	$	2,205,504
	24,600	Honeywell International, Inc.		2,042,784
	44,600	Raytheon Co.		3,437,322
				7,685,610
		Auto Components - 1.80%
	62,500	Delphi Automotive Plc		3,651,250
		Automobiles - 3.19%
	45,000	Daimler AG - ADR (a)		3,514,500
	82,300	General Motors Co. (b)		2,960,331
				6,474,831
		Capital Markets - 3.40%
	26,400	Ameriprise Financial, Inc.		2,404,512
	129,100	E*TRADE Financial Corp. (b)		2,130,150
	35,700	State Street Corp.		2,347,275
				6,881,937
		Chemicals - 2.58%
	40,400	E.I. du Pont de Nemours & Co.		2,365,824
	42,700	Rockwood Holdings, Inc.		2,856,630
				5,222,454
		Commercial Banks - 6.04%
	153,600	Fifth Third Bancorp		2,770,944
	244,300	First Niagara Financial Group, Inc.		2,533,391
	41,200	PNC Financial Services Group, Inc.		2,984,940
	95,600	Wells Fargo & Co.		3,950,192
				12,239,467
		Construction & Engineering - 1.11%
	68,700	KBR, Inc.		2,242,368
		Construction Materials - 1.66%
	138,900	CRH Plc - ADR		3,357,213
		Consumer Finance - 7.76%
	37,800	American Express Co.		2,854,656
	83,500	Capital One Financial Corp.		5,739,790
	49,800	Discover Financial Services		2,516,892
	185,800	SLM Corp.		4,626,420
				15,737,758
		Diversified Financial Services - 7.42%
	295,800	Bank of America Corp.		4,082,040
	40,200	CIT Group, Inc. (b)		1,960,554

Number of
Shares			Value
		Diversified Financial Services (Continued)
	98,980	Citigroup, Inc.	$	4,801,520
	81,300	JPMorgan Chase & Co.		4,202,397
				15,046,511
		Diversified Telecommunication Services - 1.90%
	60,200	AT&T, Inc.		2,035,964
	38,700	Verizon Communications, Inc.		1,805,742
				3,841,706
		Electrical Equipment - 2.58%
	45,000	Eaton Corp. Plc		3,097,800
	33,000	Emerson Electric Co.		2,135,100
				5,232,900
		Energy Equipment & Services - 4.22%
	38,800	National-Oilwell Varco, Inc.		3,030,668
	62,200	Noble Corp. - ADR		2,349,294
	70,500	SeaDrill Ltd. (a)		3,178,140
				8,558,102
		Food & Staples Retailing - 1.73%
	24,900	CVS Caremark Corp.		1,413,075
	38,800	Walgreen Co.		2,087,440
				3,500,515
		Health Care Equipment & Supplies - 2.81%
	31,700	Baxter International, Inc.		2,082,373
	67,900	Medtronic, Inc.		3,615,675
				5,698,048
		Health Care Providers & Services - 6.47%
	47,800	Cardinal Health, Inc.		2,492,770
	28,600	CIGNA Corp.		2,198,196
	62,500	Omnicare, Inc. (a)		3,468,750
	43,400	UnitedHealth Group, Inc.		3,107,874
	22,000	WellPoint, Inc.		1,839,420
				13,107,010
		Hotels, Restaurants & Leisure - 4.27%
	79,700	Carnival Corp. - ADR		2,601,408
	151,600	International Game Technology		2,869,788
	83,300	Royal Caribbean Cruises Ltd.		3,188,724
				8,659,920
		Household Durables - 1.51%
	33,800	Stanley Black & Decker, Inc.		3,061,266
		Industrial Conglomerates - 1.53%
	88,700	Tyco International Ltd. - ADR		3,102,726

See notes to financial statements.

GuideMark^SMLarge Cap Value Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Insurance - 2.92%
	74,600	American International Group, Inc.	$	3,627,798
	74,600	XL Group Plc		2,299,172
				5,926,970
		Machinery - 5.08%
	28,300	Illinois Tool Works, Inc.		2,158,441
	30,650	ITT Corp.		1,101,867
	61,989	Pentair Ltd.		4,025,566
	35,700	SPX Corp.		3,021,648
				10,307,522
		Multiline Retail - 1.31%
	41,400	Target Corp.		2,648,772
		Oil & Gas - 5.76%
	64,400	BP Plc - ADR		2,706,732
	41,400	ConocoPhillips		2,877,714
	89,100	Marathon Oil Corp.		3,107,808
	31,800	Occidental Petroleum Corp.		2,974,572
				11,666,826
		Pharmaceuticals - 4.93%
	33,100	Johnson & Johnson		2,869,439
	41,700	Merck & Co., Inc.		1,985,337
	96,800	Pfizer, Inc.		2,779,128
	46,800	Sanofi Aventis - ADR		2,369,484
				10,003,388
		Semiconductor & Semiconductor
		Equipment - 2.96%
	72,100	Microchip Technology, Inc. (a)		2,904,909
	76,800	Texas Instruments, Inc.		3,092,736
				5,997,645
		Software - 2.87%
	98,400	CA, Inc.		2,919,528
	86,900	Microsoft Corp.		2,894,639
				5,814,167
		Specialty Retail - 0.48%
	25,700	Rent-A-Center, Inc.		979,170
		Textiles, Apparel & Luxury Goods - 1.69%
	55,100	Hanesbrands, Inc.		3,433,281
		Thrifts & Mortgage Finance - 2.91%
	195,200	NewYork Community Bancorp, Inc. (a)		2,949,472
	205,200	People’s United Financial, Inc.		2,950,776
				5,900,248

Number of
Shares			Value
		Tobacco - 2.47%
	77,200	Altria Group, Inc.	$	2,651,820
	27,300	Philip Morris International, Inc.		2,363,907
				5,015,727
		Total Common Stocks
		(Cost $144,695,227)		200,995,308
		SHORT TERM INVESTMENTS - 0.92%
		Money Market Funds - 0.92%
	1,863,742	Federated Prime Obligations Fund		1,863,742
		Total Short Term Investments
		(Cost $1,863,742)		1,863,742
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 6.21%
		Money Market Funds - 6.16%
	12,484,881	First American Government
		Obligations Fund		12,484,881
	23,460	Reserve Primary Fund (c)		906
		Total Money Market Funds
		(Cost $12,505,124)		12,485,787

Principal
Amount
		Cash - 0.05%
$	92,610	Cash		92,610
		Total Cash (Cost $92,610)		92,610
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $12,597,734)		12,578,397
		Total Investments
		(Cost $159,156,703) - 106.28%		215,437,447
		Liabilities in Excess of
		Other Assets - (6.28)%		(12,725,468	)
		TOTAL NET
		ASSETS - 100.00%	$	202,711,979

Percentages are stated as a percent of net assets.

ADR - American Depositary Receipt

(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	As of September 30, 2013, the Fund has fair valued this security and deemed it illiquid. The value of this security was $906, which represents 0.00% of total net assets.

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS - 95.81%
		Aerospace & Defense - 2.36%
	13,660	BE Aerospace, Inc. (a)	$	1,008,381
	13,410	Triumph Group, Inc.		941,650
				1,950,031
		Airlines - 1.39%
	7,950	Alaska Air Group, Inc.		497,829
	4,700	Copa Holdings SA		651,749
				1,149,578
		Biotechnology - 4.31%
	34,010	Ariad Pharmaceuticals, Inc. (a)		625,784
	8,800	BioMarin Pharmaceutical, Inc. (a)		635,536
	13,810	Celldex Therapeutics, Inc. (a)(b)		489,288
	12,470	Coronado Biosciences, Inc. (a)(b)		87,539
	14,570	Medivation, Inc. (a)		873,326
	3,480	Pharmacyclics, Inc. (a)		481,702
	14,450	Repligen Corp. (a)		160,251
	3,290	Synageva BioPharma Corp. (a)		208,290
				3,561,716
		Building Products - 0.91%
	18,000	Fortune Brands Home & Security,
		Inc.		749,340
		Capital Markets - 4.11%
	42,960	FXCM, Inc.		848,460
	20,100	Invesco Ltd.		641,190
	35,580	Raymond James Financial, Inc.		1,482,619
	10,650	Walter Investment Management
		Corp. (a)		421,101
				3,393,370
		Chemicals - 3.33%
	9,970	Ashland, Inc.		922,026
	25,440	Innospec, Inc.		1,187,030
	9,570	Rockwood Holdings, Inc.		640,233
				2,749,289
		Commercial Banks - 7.67%
	74,220	Boston Private Financial Holdings,
		Inc.		823,842
	44,332	CVB Financial Corp.		599,369
	32,990	East West Bancorp, Inc.		1,054,030
	11,930	First Financial Holdings, Inc.		658,059
	63,160	FirstMerit Corp.		1,371,204
	23,240	Hanmi Financial Corp.		385,087

Number of
Shares			Value
		Commercial Banks (Continued)
	96,090	Huntington Bancshares, Inc.	$	793,703
	18,660	Investors Bancorp, Inc.		408,281
	15,060	Umpqua Holdings Corp. (b)		244,273
				6,337,848
		Commercial Services & Supplies - 0.31%
	7,580	Multi-Color Corp.		257,189
		Communications Equipment - 3.43%
	22,810	ADTRAN, Inc.		607,658
	46,560	Juniper Networks, Inc. (a)		924,682
	9,270	Palo Alto Networks, Inc. (a)		424,752
	59,960	Riverbed Technology, Inc. (a)		874,816
				2,831,908
		Computers & Peripherals - 1.27%
	26,570	NCR Corp. (a)		1,052,438
		Construction & Engineering - 0.76%
	19,330	KBR, Inc.		630,931
		Construction Materials - 1.49%
	9,130	Eagle Materials, Inc.		662,382
	5,760	Martin Marietta Materials, Inc.		565,459
				1,227,841
		Containers & Packaging - 0.64%
	5,230	Rock-Tenn Co.		529,642
		Diversified Financial Services - 0.96%
	42,270	Interactive Brokers Group, Inc.		793,408
		Diversified Telecommunication Services - 0.21%
	5,250	Cogent Communications Group, Inc.		169,313
		Electric Utilities - 1.70%
	31,480	Great Plains Energy, Inc.		698,856
	25,080	Portland General Electric Co.		708,008
				1,406,864
		Electrical Equipment - 2.07%
	38,980	InvenSense, Inc. (a)(b)		686,828
	14,890	Ormat Technologies, Inc.		398,605
	9,250	Regal Beloit Corp.		628,352
				1,713,785
		Energy Equipment & Services - 2.49%
	5,810	Dril-Quip, Inc. (a)		666,698
	27,320	Forum Energy Technologies, Inc. (a)		737,913
	10,950	Tidewater, Inc.		649,225
				2,053,836

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Food & Staples Retailing - 1.63%
	152,030	Rite Aid Corp. (a)	$	723,663
	9,230	United Natural Foods, Inc. (a)		620,440
				1,344,103
		Gas Utilities - 1.12%
	21,650	Atmos Energy Corp.		922,073
		Health Care Equipment & Supplies - 1.61%
	6,350	Haemonetics Corp. (a)		253,238
	19,940	Hologic, Inc. (a)		411,761
	15,740	Merit Medical Systems, Inc. (a)		190,926
	5,790	Teleflex, Inc.		476,401
				1,332,326
		Health Care Providers & Services - 1.49%
	15,840	Air Methods Corp.		674,784
	7,370	Universal Health Services, Inc.		552,676
				1,227,460
		Hotels, Restaurants & Leisure - 2.61%
	12,580	Darden Restaurants, Inc.		582,328
	15,500	Penn National Gaming, Inc. (a)		858,080
	11,720	Wyndham Worldwide Corp.		714,569
				2,154,977
		Household Durables - 2.21%
	18,905	Jarden Corp. (a)		915,002
	7,010	Mohawk Industries, Inc. (a)		913,052
				1,828,054
		Industrial Conglomerates - 1.05%
	12,340	Carlisle Companies, Inc.		867,379
		Insurance - 5.69%
	21,867	Amtrust Financial Services, Inc. (b)		854,125
	28,000	Axis Capital Holdings Ltd.		1,212,680
	21,040	Reinsurance Group of America		1,409,470
	22,310	StanCorp Financial Group, Inc. (b)		1,227,496
				4,703,771
		Internet Software & Services - 1.16%
	18,140	Rackspace Hosting, Inc. (a)		957,066
		IT Services - 3.09%
	21,180	ExlService Holdings, Inc. (a)		603,207
	7,670	FleetCor Technologies, Inc. (a)		844,927
	37,560	Total System Services, Inc.		1,105,015
				2,553,149

Number of
Shares			Value
		Life Sciences Tools & Services - 0.95%
	38,060	Bruker Corp. (a)	$	785,939
		Machinery - 3.52%
	9,710	Colfax Corp. (a)		548,518
	11,830	Flowserve Corp.		738,074
	13,520	IDEX Corp.		882,180
	10,070	Nordson Corp.		741,454
				2,910,226
		Media - 4.34%
	58,860	Interpublic Group of Cos., Inc.		1,011,215
	18,920	Lamar Advertising Co. (a)		889,807
	24,000	Lions Gate Entertainment Corp. (a)		841,200
	44,310	Regal Entertainment Group (b)		841,004
				3,583,226
		Metals & Mining - 1.00%
	10,830	Compass Minerals International, Inc.		826,004
		Multiline Retail - 0.33%
	30,820	J.C. Penney Co., Inc. (a)		271,832
		Multi-Utilities - 0.85%
	14,130	Alliant Energy Corp.		700,142
		Oil & Gas - 3.27%
	19,890	Athlon Energy, Inc. (a)		650,403
	15,900	Diamondback Energy, Inc. (a)		677,976
	29,210	Rex Energy Corporation (a)		651,383
	23,920	Western Refining, Inc. (b)		718,557
				2,698,319
		Personal Products - 1.17%
	10,080	Nu Skin Enterprises, Inc.		965,059
		Pharmaceuticals - 2.21%
	17,570	Cempra Holdings, Inc. (a)		202,055
	13,090	Endo Health Solutions, Inc. (a)		594,809
	7,210	Salix Pharmaceuticals Ltd. (a)		482,205
	23,900	Warner Chilcott Plc		546,115
				1,825,184
		Professional Services - 0.73%
	8,330	Manpower, Inc.		605,924
		Road & Rail - 1.34%
	11,870	Genesee & Wyoming, Inc. (a)		1,103,554

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Semiconductor & Semiconductor
		Equipment - 3.17%
	18,600	Cavium, Inc. (a)	$	766,320
	33,610	Monolithic Power Systems, Inc.		1,017,711
	22,500	NXP Semiconductors NV (a)		837,225
				2,621,256
		Software - 2.29%
	19,470	Guidewire Software, Inc. (a)		917,232
	34,350	PTC, Inc. (a)		976,570
				1,893,802
		Specialty Retail - 5.30%
	17,070	Dick’s Sporting Goods, Inc.		911,197
	14,950	GameStop Corp. (b)		742,267
	9,520	PetSmart, Inc.		725,995
	36,230	Pier 1 Imports, Inc.		707,209
	6,780	Tractor Supply Co.		455,413
	22,810	Urban Outfitters, Inc. (a)		838,724
				4,380,805
		Thrifts & Mortgage Finance - 1.42%
	20,830	Nationstar Mortgage Holdings,
		Inc. (a)(b)		1,171,271
		Trading Companies & Distributors - 2.06%
	26,210	MRC Global, Inc. (a)		702,428
	13,050	Wesco International, Inc. (a)		998,717
				1,701,145
		Wireless Telecommunication Services - 0.79%
	8,110	SBA Communications Corp. (a)		652,531
		Total Common Stocks (Cost $63,104,243)		79,144,904
		REAL ESTATE INVESTMENT TRUSTS - 2.76%
		Real Estate Investment Trusts - 2.76%
	19,750	American Campus Communities, Inc.		674,463
	36,550	Douglas Emmett, Inc.		857,829
	37,950	Redwood Trust, Inc. (b)		747,235
		Total Real Estate Investment Trusts (Cost $1,920,353)		2,279,527

Number of
Shares			Value
		SHORT TERM INVESTMENTS - 1.12%
		Money Market Funds - 1.12%
	928,972	Federated Prime Obligations Fund	$	928,972
		Total Short Term Investments (Cost $928,972)		928,972
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 6.65%
		Money Market Funds - 6.60%
	5,450,706	First American Government
		Obligations Fund		5,450,706
	6,386	Reserve Primary Fund (c)		247
		Total Money Market Funds (Cost $5,456,213)		5,450,953

Principal
Amount
		Cash - 0.05%
$	40,432	Cash		40,432
		Total Cash (Cost $40,432)		40,432
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $5,496,645)		5,491,385
		Total Investments
		(Cost $71,450,213) - 106.34%		87,844,788
		Liabilities in Excess of
		Other Assets - (6.34)%		(5,236,227	)
		TOTAL NET
		ASSETS - 100.00%	$	82,608,561

Percentages are stated as a percent of net assets.

(a)	Non-income producing security.
(b)	All or portion of this security is on loan.
(c)	As of September 30, 2013, the Fund has fair valued this security and deemed it illiquid. The value of this security was $247, which represents 0.00% of total net assets.

See notes to financial statements.

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS - 94.64%
		Australia - 5.30%
	22,406	Ansell Ltd.	$	436,623
	114,109	Australia and New Zealand Banking Group Ltd.		3,280,892
	12,077	Commonwealth Bank of Australia		802,637
	36,256	CSL Ltd.		2,164,042
	34,855	Iluka Resources Ltd.		373,791
	19,206	Macquarie Group Ltd.		860,450
	199,468	Mirvac Group		324,272
	45,950	QBE Insurance Group Ltd.		629,275
	34,146	Rio Tinto Ltd.		1,976,494
	1	SCA Property Group		1
	31,932	Seek Ltd.		354,121
	59,205	Suncorp Group Ltd.		724,049
	98,303	Tatts Group Ltd.		284,336
	108,421	Westfield Group		1,114,168
	38,407	Westpac Banking Corp.		1,173,977
	43,787	Woodside Petroleum Ltd.		1,566,851
	56,260	Woolworths Ltd.		1,838,468
				17,904,447
		Austria - 0.22%
	23,603	Erste Group Bank AG		745,894
		Belgium - 1.85%
	14,500	Ageas SA		587,559
	32,377	Anheuser-Busch InBev NV		3,211,726
	36,465	KBC Groep NV		1,794,143
	10,600	UCB SA		645,106
				6,238,534
		Brazil - 1.01%
	64,200	Banco do Brasil SA		747,354
	39,100	Cia de Saneamento Basico do
		Estado de Sao Paulo		384,596
	11,300	Cielo SA		305,966
	25,600	Cosan SA Industria e Comercio		489,176
	32,600	Kroton Educacional SA		464,075
	56,700	Petroleo Brasileiro SA		435,681
	33,100	Qualicorp SA (a)		301,086
	11,400	Ultrapar Participacoes SA		279,869
				3,407,803
		Canada - 7.32%
	33,000	Alamos Gold, Inc. (a)		512,596
	21,300	Alimentation Couche Tard, Inc. (a)		1,327,980

Number of
Shares			Value
		Canada (Continued)
	39,600	Canadian Natural Resources Ltd. (a)	$	1,244,456
	11,300	Canadian Pacific Railway Ltd. (a)		1,394,221
	38,800	Cenovus Energy, Inc. (a)		1,157,917
	11,000	Dollarama, Inc. (a)		893,947
	74,920	Eldorado Gold Corp. (a)		505,504
	11,000	Franco Nevada Corp.		499,034
	19,400	Goldcorp, Inc. (a)		504,752
	9,600	Keyera Corp. (a)		545,589
	14,900	Magna International, Inc. (a)		1,228,829
	74,200	Manulife Financial Corp. (a)		1,227,482
	16,900	National Bank Of Canada (a)		1,395,741
	3,700	NovaTek OAO		488,385
	10,600	Open Text Corp. (a)		792,080
	13,900	Peyto Exploration & Development Corp. (a)		410,772
	38,400	Royal Bank of Canada (a)		2,460,463
	32,500	Sun Life Financial, Inc. (a)		1,038,056
	50,900	Suncor Energy, Inc. (a)		1,819,957
	25,800	Toronto-Dominion Bank (a)		2,322,889
	11,500	Tourmaline Oil Corp. (a)		467,235
	18,300	Valeant Pharmaceuticals International, Inc. (a)		1,908,082
	10,700	Vermilion Energy, Inc. (a)		588,160
				24,734,127
		Cayman Islands - 1.24%
	183,000	Lifestyle International Holdings Ltd.		389,426
	25,000	New Oriental Education & Technology Group, Inc. - ADR		622,500
	225,000	Sands China Ltd.		1,392,866
	288,000	Sino Biopharmaceutical		195,225
	30,300	Tencent Holdings Ltd.		1,593,434
				4,193,451
		Chile - 0.17%
	44,935	Aguas Andinas SA		30,950
	5,147,500	Banco Santander Chile		336,576
	1,432,646	Banco de Chile		215,344
				582,870
		China - 1.97%
	61,000	AAC Technologies Holdings, Inc.		278,113
	133,500	Anhui Conch Cement Co., Ltd.		429,397
	1,312,000	Bank of China Ltd.		599,543
	1,993,000	China Construction Bank Corp.		1,535,951

See notes to financial statements.

GuideMark^SM World ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS (Continued)
		China (Continued)
	300,200	China Pacific Insurance Group Co., Ltd.	$	1,077,673
	311,000	China Petroleum & Chemical Corp.		243,784
	642,000	Guangshen Railway Co., Ltd.		337,108
	284,000	Kingsoft Corp. Ltd.		673,783
	858,000	Petrochina Co.		945,412
	353,000	Want Want China Holdings Ltd.		536,799
				6,657,563
		Czech Republic - 0.24%
	3,650	Komercni Banka AS		812,204
		Denmark - 1.20%
	37	A.P. Moller - Maersk Group		339,408
	17,052	Novo Nordisk A/S		2,888,002
	98,800	TDC A/S		836,012
				4,063,422
		Finland - 0.38%
	68,200	Nokia OYJ (a)		446,159
	19,300	Sampo OYJ		830,218
				1,276,377
		France - 7.84%
	8,500	Arkema SA		947,205
	4,635	Atos SA		361,908
	25,600	AXA SA		594,146
	25,503	BNP Paribas SA		1,725,138
	32,082	Carrefour SA		1,100,405
	50,700	GDF Suez SA		1,270,835
	8,100	Lafarge SA		565,189
	16,700	Legrand SA		926,798
	3,400	L’Oreal SA		583,601
	5,711	LVMH Moet Hennessy Louis Vuitton SA		1,125,441
	6,150	PPR SA		1,378,225
	6,200	Publicis Groupe SA		493,199
	9,000	Renault SA		717,747
	16,630	Safran SA		1,024,252
	35,443	Sanofi-Aventis SA		3,589,558
	18,245	Schneider Electric SA		1,543,850
	18,528	Societe Generale SA		923,051
	2,900	Sodexo SA		270,588
	7,200	Technip SA		845,297

Number of
Shares			Value
		France (Continued)
	59,265	Total SA	$	3,435,169
	12,780	Vinci SA		744,006
	101,396	Vivendi SA		2,332,439
				26,498,047
		Germany - 5.68%
	6,500	Adidas AG		705,066
	9,779	Allianz SE		1,538,515
	26,917	Bayer AG		3,174,346
	2,800	Brenntag AG		466,132
	22,799	Daimler AG		1,777,639
	5,300	Fresenius SE & Co. KGaA		657,960
	19,929	GEA Group AG		819,069
	9,832	HeidelbergCement AG		759,719
	6,677	Henkel AG & Co. KGaA		591,536
	32,900	Infineon Technologies AG		329,734
	11,021	Lanxess AG		715,497
	5,107	Linde AG		1,012,046
	22,793	SAP AG		1,685,658
	20,669	Siemens AG		2,492,647
	10,529	Volkswagen AG		2,482,541
				19,208,105
		Hong Kong - 3.85%
	338,600	AIA Group Ltd.		1,593,306
	402,000	Brilliance China Automotive Holdings Ltd.		604,450
	158,000	Cathay Pacific Airways Ltd.		309,932
	34,000	Cheung Kong Infrastructure Holdings Ltd.		235,820
	350,000	China Longyuan Power Group Corp.		363,749
	139,500	China Mobile Ltd.		1,569,675
	254,000	China Resources Land Ltd.		723,802
	404,000	CNOOC Ltd.		818,455
	165,000	Galaxy Entertainment Group Ltd. (a)		1,159,460
	660,000	Geely Automobile Holdings Ltd.		340,135
	34,000	Hengan International Group Co., Ltd.		397,878
	70,000	Hongkong Land Holdings Ltd.		461,252
	79,000	Hysan Development Co., Ltd.		352,694
	688,000	Industrial & Commercial Bank of China		480,885
	212,000	Lenovo Group Ltd.		222,198
	416,000	Noble Group Ltd.		308,824
	50,500	Orient Overseas International Ltd.		296,931

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Hong Kong (Continued)
	100,000	Sun Hung Kai Properties Ltd.	$	1,361,088
	366,000	Sunac China Holdings Ltd.		237,716
	28,000	Swire Pacific Ltd.		335,875
	51,000	Wheelock & Co., Ltd.		270,550
	36,492	Wing Hang Bank Ltd.		553,394
				12,998,069
		Indonesia - 0.27%
	828,000	Bank Rakyat Indonesia Persero Tbk PT		517,963
	9,500	PT Gudang Garam Tbk		28,710
	1,972,500	Telekomunikasi Indonesia Persero Tbk PT		358,371
				905,044
		Ireland - 0.42%
	1,794,100	Bank of Ireland (a)		508,379
	13,900	CRH Plc		333,991
	57,711	James Hardie Industries Plc		574,798
				1,417,168
		Israel - 0.12%
	215,700	Bezeq the Israel Telecommunication Corp. Ltd.		396,525
		Italy - 0.17%
	96,600	Finmeccanica S.p.A. (a)		578,313
		Japan - 15.27%
	15,510	AEON Mall Co., Ltd.		461,688
	32,000	Ajinomoto Co., Inc.		421,029
	85,000	Asahi Kasei Corp.		641,963
	19,800	Astellas Pharma, Inc.		1,011,384
	27,000	Bridgestone Corp.		989,509
	32,000	Chiyoda Corp.		386,144
	14,600	Credit Saison Co.		397,581
	12,000	Daiichi Sankyo Co., Ltd.		217,938
	10,500	Daikin Industries Ltd.		560,425
	8,000	Dentsu, Inc.		305,179
	5,900	Don Quijote Co., Ltd.		369,811
	14,800	East Japan Railway Co.		1,275,534
	31,000	Fuji Heavy Industries Ltd.		863,835
	20,700	Fuji Media Holdings, Inc.		455,902
	134,000	Hitachi Ltd.		887,917
	40,000	Honda Motor Co., Ltd.		1,528,912
	43,200	Inpex Corp.		510,564

Number of
Shares			Value
		Japan (Continued)
	42,100	ITOCHU Corp.	$	518,638
	3,000	Japan Airlines Co., Ltd.		181,782
	49,400	Japan Tobacco, Inc.		1,780,859
	12,000	JSR Corp.		223,269
	31,800	JTEKT Corp.		437,356
	70,500	JX Holdings, Inc.		366,388
	99,000	Kawasaki Heavy Industries Ltd.		431,129
	21,800	KDDI Corp.		1,120,301
	1,300	Keyence Corp.		494,642
	18,900	Komatsu Ltd.		471,914
	39,500	Konica Minolta Holdings, Inc.		332,740
	20,000	Kubota Corp.		290,681
	4,400	Kyocera Corp.		234,641
	8,100	Makita Corp.		471,932
	108,000	Mitsubishi Electric Corp.		1,139,606
	35,000	Mitsubishi Gas Chemical Co., Inc.		294,946
	110,000	Mitsubishi Heavy Industries Ltd.		634,345
	265,800	Mitsubishi UFJ Financial Group, Inc.		1,704,936
	83,100	Mitsubishi UFJ Lease & Finance Co., Ltd.		441,772
	31,000	Mitsui Fudosan Co., Ltd.		1,046,851
	23,400	MS&AD Insurance Group Holdings		613,329
	8,900	Murata Manufacturing Co., Ltd.		681,777
	246,000	Nippon Steel & Sumitomo Metal Corp.		837,885
	73,100	Nissan Motor Co.		737,778
	5,250	Nitori Holdings Co., Ltd.		480,771
	10,300	Nitto Denko Corp.		671,702
	56,200	Nomura Holdings, Inc.		439,581
	9,700	Olympus Corp.		296,298
	12,800	OMRON Corp.		463,665
	109,600	ORIX Corp.		1,791,733
	67,800	Rakuten, Inc.		1,029,172
	36,000	Ricoh Co.		417,148
	23,000	Rohto Pharmaceutical Co., Ltd.		324,809
	4,700	Santen Pharmaceutical Co., Ltd.		228,241
	27,800	Sega Sammy Holdings, Inc.		802,158
	34,300	Seven & I Holdings Co., Ltd.		1,257,438
	12,600	Shin-Etsu Chemical Co., Ltd.		773,087
	32,300	Shinko Electric Industries Co., Ltd.		341,074
	381,000	Shinsei Bank		929,889
	12,700	Shionogi & Co., Ltd.		267,351
	27,800	Softbank Corp.		1,930,641
	62,700	Sumitomo Electric Industries Ltd.		911,940

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Japan (Continued)
	72,000	Sumitomo Heavy Industries Ltd.	$	328,350
	48,500	Sumitomo Mitsui Financial Group, Inc.		2,348,634
	173,000	Sumitomo Mitsui Trust Holdings, Inc.		859,821
	15,600	Sumitomo Rubber Industries Ltd.		241,462
	13,500	TDK Corp.		531,828
	104,200	The Kansai Electric Power Co., Inc.		1,340,438
	9,400	THK Co., Ltd.		209,379
	8,700	Tohoku Electric Power Co., Inc.		107,171
	21,500	Tokio Marine Holdings, Inc.		704,878
	36,000	Tokyo Tatemono Co.		330,993
	58,100	Toyota Motor Corp.		3,726,392
	6,700	West Japan Railway Co.		287,260
	83,400	Yahoo Japan Corp.		474,527
				51,622,643
		Jersey - 0.66%
	10,700	Shire Plc		428,052
	12,550	Wolseley Plc		649,311
	55,864	WPP Plc		1,148,015
				2,225,378
		Luxembourg - 0.24%
	20,100	Acergy SA		417,975
	3,900	RTL Group SA		395,761
				813,736
		Malaysia - 0.40%
	267,300	DiGi.Com Bhd		398,564
	370,400	Gamuda Bhd		522,440
	148,000	Malayan Banking Bhd		446,529
				1,367,533
		Mexico - 1.15%
	217,200	Alfa SAB de CV		585,749
	91,200	Alsea SAB de CV		255,216
	761,900	America Movil SAB de CV		755,526
	90,700	Fomento Economico Mexicano SAB de CV		880,011
	17,400	Fresnillo Plc		273,941
	178,000	Grupo Mexico SAB de CV		532,933
	136,400	Mexichem SAB de CV		594,702
				3,878,078

Number of
Shares			Value
		Netherlands - 2.67%
	163,000	AEGON NV	$	1,206,077
	11,200	European Aeronautic Defense & Space Co. NV		713,689
	64,800	ING Groep NV (a)		735,284
	34,297	Koninklijke Ahold NV		594,203
	10,900	Koninklijke DSM NV		822,260
	195,923	Koninklijke KPN NV (a)		623,840
	56,022	Koninklijke Philips Electronics NV		1,807,328
	24,363	Reed Elsevier NV		489,914
	47,049	Unilever NV		1,795,705
	6,800	Yandex NV (a)		247,656
				9,035,956
		Norway - 0.67%
	80,200	DNB ASA		1,217,904
	46,320	Telenor ASA		1,058,571
				2,276,475
		Philippines - 0.18%
	1,154,500	Alliance Global Group, Inc.		624,238
		Poland - 0.22%
	21,260	Bank Handlowy w Warszawie SA		754,439
		Republic of Korea - 3.32%
	8,310	Daelim Industrial		750,059
	18,130	DGB Financial Group, Inc.		273,227
	13,300	Hana Financial Group, Inc.		455,822
	34,870	SK Hynix, Inc. (a)		981,991
	7,625	Hyundai Motor Co.		1,779,012
	8,900	KB Financial Group, Inc.		313,342
	17,490	Korea Electric Power Corp. (a)		489,435
	46,703	Korean Reinsurance Co.		555,804
	3,549	LG Chemical Ltd.		1,014,865
	25,480	LG Uplus Corp. (a)		273,894
	2,106	POSCO		623,865
	2,447	Samsung Electronics Co., Ltd.		3,112,569
	14,680	Samsung Heavy Industries Co., Ltd.		587,025
				11,210,910
		Russian Federation - 1.49%
	24,090	Eurasia Drilling Co. Ltd.		959,532
	15,700	Gazprom OAO		121,117
	76,525	Gazprom OAO - ADR (a)		674,951
	5,640	Lukoil OAO		423,000
	2,190	Magnit OJSC		554,878
	12,300	MegaFon OAO		432,895

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Russian Federation (Continued)
	25,860	Mobile TeleSystems OJSC - ADR (b)	$	575,644
	428,470	Sberbank of Russia		1,289,944
				5,031,961
		Singapore - 1.06%
	188,000	Global Logistic Properties Ltd.		432,778
	70,000	SembCorp Industries Ltd.		295,555
	344,000	Singapore Telecommunications Ltd.		1,024,463
	88,581	United Overseas Bank Ltd.		1,461,134
	73,000	UOL Group Ltd.		358,389
				3,572,319
		South Africa - 1.36%
	45,600	Gold Fields Ltd.		208,784
	16,500	MTN Group Ltd.		322,216
	303,000	Nampak Ltd.		941,902
	13,390	Naspers Ltd.		1,239,672
	214,300	Netcare Ltd.		512,479
	9,600	Sasol Ltd.		458,233
	42,300	Standard Bank Group Ltd.		505,019
	117,200	Steinhoff International Holdings		417,068
				4,605,373
		Spain - 1.13%
	31,500	Amadeus IT Holding SA		1,116,901
	24,877	Grifols SA - ADR		753,275
	72,400	Iberdrola SA		420,840
	46,800	International Consolidated Airlines Group SA (a)		255,727
	22,693	Repsol YPF SA		562,642
	46,772	Telefonica SA		727,123
				3,836,508
		Sweden - 2.06%
	21,000	Assa Abloy AB		964,993
	44,300	H & M Hennes & Mauritz AB		1,924,679
	139,400	Nordea Bank AB		1,682,152
	37,400	Svenska Cellulosa AB		942,452
	17,300	Svenska Handelsbanken AB		740,174
	31,000	Swedbank AB		722,081
				6,976,531
		Switzerland - 5.95%
	13,112	Cie Financiere Richemont SA		1,313,768
	66,961	Credit Suisse Group AG		2,047,796
	53,783	Nestle SA		3,750,510

Number of
Shares			Value
		Switzerland (Continued)
	14,717	Roche Holding AG	$	3,971,727
	3,666	Schindler Holding AG		550,851
	250	SGS SA		597,478
	10,520	Swiss Re AG		871,587
	3,616	Syngenta AG		1,477,885
	15,445	Transocean Ltd.		686,424
	186,611	UBS AG		3,824,674
	3,970	Zurich Financial Services AG		1,023,422
				20,116,122
		Taiwan - 2.37%
	737,780	Cathay Financial Holding Co., Ltd.		1,051,185
	220,000	Chipbond Technology Corp.		454,275
	135,000	Delta Electronics, Inc.		655,562
	60,180	Eclat Textile Co., Ltd.		528,356
	326,000	Far EasTone Telecommunications Co., Ltd.		812,222
	358,000	Fubon Financial Holding Co., Ltd.		495,478
	10,000	Hermes Microvision, Inc.		291,669
	30,000	MediaTek, Inc.		370,569
	52,000	Merida Industry Co., Ltd.		337,581
	202,000	Taiwan Fertilizer Co., Ltd.		475,982
	751,000	Taiwan Semiconductor Manufacturing Co., Ltd.		2,557,259
				8,030,138
		Thailand - 0.64%
	61,600	Bangkok Bank PCL		388,223
	82,400	Bangkok Dusit Medical Services PCL		332,561
	307,500	CP ALL PCL		346,795
	97,800	KASIKORNBANK PCL		552,241
	37,600	PTT Exploration & Production PCL		196,839
	100,300	Total Access Communication PCL		340,565
				2,157,224
		Turkey - 0.58%
	76,811	Aygaz AS		341,477
	16,400	Coca-Cola Icecek AS		418,129
	195,000	Turk HavaYollari Anonim Ortakligi		743,575
	61,900	Turkiye Halk Bankasi AS		453,366
				1,956,547

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS (Continued)
		United Kingdom - 13.97%
	43,600	Amarin Corp. - ADR (a)(b)	$	275,552
	17,754	AMEC Plc		308,448
	11,200	Associated British Foods Plc		339,921
	13,700	Babcock International Group Plc		265,096
	394,327	Barclays Plc		1,685,235
	128,233	BG Group Plc		2,447,938
	147,546	BP Plc		1,034,427
	50,190	British American Tobacco Plc		2,641,478
	293,800	BT Group Plc		1,626,702
	15,000	Bunzl Plc		324,913
	15,800	Capita Plc		254,671
	176,001	Centrica Plc		1,053,357
	13,600	Croda International Plc		583,960
	36,800	Experian Plc		700,667
	84,133	GlaxoSmithKline Plc		2,115,346
	25,157	Hikma Pharmaceuticals Plc		423,283
	262,222	HSBC Holdings Plc		2,838,137
	11,400	IMI Plc		268,402
	40,285	Imperial Tobacco Group Plc		1,489,245
	12,000	Intercontinental Hotels Group PLC		350,298
	6,500	Intertek Group		348,095
	325,700	ITV Plc		924,200
	26,400	John Wood Group Plc		342,431
	15,915	Johnson Matthey Plc		723,196
	129,400	Kingfisher Plc		808,343
	199,627	Legal & General Group Plc		633,451
	1,162,500	Lloyds Banking Group Plc (a)		1,384,139
	48,700	Meggitt Plc		432,545
	83,313	Prudential Plc		1,549,981
	20,300	Reckitt Benckiser Group Plc		1,484,243
	39,400	Reed Elsevier Plc		531,093
	52,800	Rio Tinto Plc		2,577,342
	53,900	Rolls-Royce Holdings Plc (a)		969,767
	79,248	Royal Dutch Shell Plc, Class A		2,612,467
	7,120	Royal Dutch Shell Plc, Class B		245,661
	23,789	SABMiller Plc		1,209,973
	47,332	Serco Group		418,772
	16,300	SSE Plc		388,749
	90,304	Standard Chartered Plc		2,163,490
	309,900	Taylor Wimpey		503,320
	155,600	Tesco Plc		904,589
	18,440	Unilever Plc		716,956
	1,062,578	Vodafone Group Plc		3,729,484

Number of
Shares			Value
		United Kingdom (Continued)
	8,594	Whitbread Plc	$	412,244
	28,908	William Hill Plc		188,489
				47,230,096
		Total Common Stocks (Cost $271,239,514)		319,940,168
		INVESTMENT COMPANIES - 1.06%
		India - 1.06%
	223,800	PowerShares India Portfolio		3,574,086
		Total Investment Companies (Cost $4,673,017)		3,574,086
		PREFERRED STOCKS - 1.61%
		Brazil - 1.61%
	43,870	Banco Bradesco SA		606,694
	53,500	Braskem SA (a)		424,611
	8,200	Cia Brasileira de Distribuicao Grupo Pao de Acucar		375,758
	34,800	Cia de Bebidas das Americas		1,333,243
	92,790	Itau Unibanco Holding SA		1,313,789
	57,700	Petroleo Brasileiro SA		479,553
	64,300	Vale SA		916,499
		Total Preferred Stocks (Cost $6,624,671)		5,450,147
		REAL ESTATE INVESTMENT TRUSTS - 0.37%
		France - 0.25%
	3,400	Unibail-Rodamco SE		843,502
		United Kingdom - 0.12%
	44,403	British Land Co. Plc		414,803
		Total Real Estate Investment Trusts (Cost $1,205,779)		1,258,305
		RIGHTS - 0.05%
		France - 0.01%
	5,150	Groupe FNAC SA		17,090
		United Kingdom - 0.04%
	98,580	Barclays Plc		128,871
		Total Rights (Cost $137,446)		145,961
		SHORT TERM INVESTMENTS - 1.64%
		Money Market Funds - 1.64%
	5,536,107	Federated Prime Obligations Fund		5,536,107
		Total Short Term Investments (Cost $5,536,107)		5,536,107

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 0.13%
		Money Market Funds - 0.13%
	449,000	First American Government Obligations Fund	$	449,000
	5,588	Reserve Primary Fund (c)		216
		Total Investments Purchased as Securities Lending Collateral (Cost $453,823)		449,216
		Total Investments (Cost $289,870,357) - 99.50%		336,353,990
		Other Assets in Excess of Liabilities - 0.50%		1,699,502
		TOTAL NET ASSETS - 100.00%	$	338,053,492

Percentages are stated as a percent of net assets.

ADR - American Depositary Receipt

(a)	Non-income producing security.
(b)	All or a portion of this security is on loan.
(c)	As of September 30, 2013, the Fund has fair valued this security and deemed it illiquid. The value of this security was $216, which represents 0.00% of total net assets.

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS - 96.40%
		Aerospace & Defense - 4.57%
	8,350	BE Aerospace, Inc. (a)	$	616,397
	7,870	General Dynamics Corp.		688,782
	17,190	Hexcel Corp. (a)		666,972
	4,130	Lockheed Martin Corp.		526,782
	7,920	Raytheon Co. (b)		610,394
	32,275	United Technologies Corp.		3,479,891
				6,589,218
		Air Freight & Logistics - 1.48%
	33,865	Hub Group, Inc. (a)		1,328,524
	8,780	United Parcel Service, Inc.		802,229
				2,130,753
		Airlines - 1.74%
	171,940	Southwest Airlines Co.		2,503,446
		Auto Components - 0.32%
	4,580	BorgWarner, Inc.		464,366
		Beverages - 2.52%
	16,365	Dr. Pepper Snapple Group, Inc.		733,479
	10,060	Molson Coors Brewing Co.		504,308
	30,135	PepsiCo, Inc.		2,395,733
				3,633,520
		Biotechnology - 2.67%
	16,150	Alkermes Plc (a)		542,963
	13,410	Celgene Corp. (a)		2,064,201
	9,130	Cubist Pharmaceuticals, Inc. (a)		580,211
	8,450	Gentium S.p.A. - ADR (a)(b)		229,249
	10,920	ViroPharma, Inc. (a)		429,156
				3,845,780
		Capital Markets - 3.42%
	8,120	Ameriprise Financial, Inc.		739,570
	2,185	BlackRock, Inc.		591,305
	189,925	Fortress Investment Group LLC - Class A (b)		1,508,004
	77,575	Morgan Stanley		2,090,646
				4,929,525
		Chemicals - 1.42%
	5,850	Eastman Chemical Co.		455,715
	3,645	Innophos Holdings, Inc.		192,383
	7,600	Monsanto Co.		793,212
	3,640	PPG Industries, Inc.		608,098
				2,049,408

Number of
Shares			Value
		Commercial Banks - 2.38%
	10,650	PNC Financial Services Group, Inc.	$	771,593
	76,110	Popular, Inc. (a)		1,996,365
	18,190	U.S. Bancorp		665,390
				3,433,348
		Commercial Services & Supplies - 1.24%
	9,710	ABM Industries, Inc.		258,480
	16,450	Iron Mountain, Inc.		444,479
	15,080	Republic Services, Inc.		503,069
	17,625	The Geo Group, Inc.		586,031
				1,792,059
		Communications Equipment - 2.86%
	83,510	Cisco Systems, Inc.		1,955,804
	60,265	Juniper Networks, Inc. (a)		1,196,863
	14,350	QUALCOMM, Inc.		966,616
				4,119,283
		Computers & Peripherals - 4.46%
	8,568	Apple, Inc.		4,084,794
	12,650	International Business Machines Corp.		2,342,527
				6,427,321
		Containers & Packaging - 0.32%
	11,680	Bemis, Inc.		455,637
		Diversified Consumer Services - 0.19%
	9,710	Hillenbrand, Inc.		265,763
		Diversified Financial Services - 2.17%
	26,165	Citigroup, Inc.		1,269,264
	10,395	CME Group, Inc.		767,983
	21,145	JPMorgan Chase & Co.		1,092,985
				3,130,232
		Diversified Telecommunication Services - 0.35%
	10,700	Verizon Communications, Inc.		499,262
		Electrical Equipment - 0.44%
	9,880	Emerson Electric Co.		639,236
		Electronic Equipment & Instruments - 0.47%
	46,385	Corning, Inc.		676,757
		Energy Equipment & Services - 0.84%
	9,810	Halliburton Co.		472,351
	9,360	National-Oilwell Varco, Inc.		731,110
				1,203,461

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Food & Staples Retailing - 2.51%
	7,150	Costco Wholesale Corp.	$	823,108
	21,470	SYSCO Corp.		683,390
	18,390	Walgreen Co.		989,382
	8,210	Wal-Mart Stores, Inc.		607,212
	8,840	Whole Foods Market, Inc.		517,140
				3,620,232
		Food Products - 2.73%
	19,070	B&G Foods, Inc.		658,869
	28,755	General Mills, Inc.		1,377,940
	9,030	Hershey Co.		835,275
	26,020	Mondelez International, Inc. - Class A		817,548
	11,860	WhiteWave Foods Co. (a)		236,844
				3,926,476
		Gas Utilities - 0.86%
	9,110	AmeriGas Partners, L.P. (b)		392,368
	12,350	National Fuel Gas Co. (b)		849,186
				1,241,554
		Health Care Equipment & Supplies - 6.69%
	22,260	ArthroCare Corp. (a)		792,011
	37,360	Baxter International, Inc.		2,454,179
	5,110	Becton, Dickinson & Co.		511,102
	254,680	Boston Scientific Corp. (a)		2,989,943
	39,765	Medtronic, Inc.		2,117,486
	6,010	The Cooper Companies, Inc.		779,437
				9,644,158
		Health Care Providers & Services - 0.43%
	17,980	Owens & Minor, Inc. (b)		621,928
		Hotels, Restaurants & Leisure - 1.17%
	6,080	Bob Evans Farms, Inc.		348,202
	11,100	Darden Restaurants, Inc.		513,819
	10,690	Starbucks Corp.		822,809
				1,684,830
		Household Durables - 1.42%
	34,305	Jarden Corp. (a)		1,660,362
	11,730	Toll Brothers, Inc. (a)		380,404
				2,040,766

Number of
Shares			Value
		Household Products - 0.84%
	7,630	Kimberly-Clark Corp.	$	718,899
	6,570	Procter & Gamble Co.		496,626
				1,215,525
		Insurance - 6.49%
	53,995	American International Group, Inc.		2,625,777
	19,800	Endurance Specialty Holdings Ltd.		1,063,656
	18,080	Navigators Group, Inc. (a)		1,044,482
	6,820	PartnerRe Ltd.		624,303
	29,280	Prudential Financial, Inc.		2,283,254
	39,500	Willis Group Holdings Plc		1,711,535
				9,353,007
		Internet & Catalog Retail - 0.99%
	1,920	Amazon.com, Inc. (a)		600,269
	810	Priceline.com, Inc. (a)		818,869
				1,419,138
		Internet Software & Services - 2.42%
	7,720	eBay, Inc. (a)		430,699
	1,630	Google, Inc. (a)		1,427,733
	11,780	J2 Global, Inc. (b)		583,346
	2,180	LinkedIn Corp. (a)		536,411
	9,520	Rackspace Hosting, Inc. (a)		502,275
				3,480,464
		IT Services - 2.47%
	5,650	Alliance Data Systems Corp. (a)(b)		1,194,806
	1,560	Cognizant Technology Solutions Corp. (a)		128,107
	10,310	Paychex, Inc.		418,998
	42,710	The Western Union Co.		796,969
	5,330	Visa, Inc.		1,018,563
				3,557,443
		Leisure Equipment & Products - 0.53%
	16,195	Hasbro, Inc. (b)		763,432
		Life Sciences Tools & Services - 0.64%
	10,010	Thermo Fisher Scientific, Inc.		922,421
		Machinery - 2.17%
	10,300	Danaher Corp.		713,996
	14,765	Dover Corp.		1,326,340
	9,990	Parker Hannifin Corp.		1,086,113
				3,126,449

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Media - 1.25%
	5,720	Liberty Global Plc (a)	$	453,882
	10,200	The Walt Disney Co. (b)		657,798
	19,860	Thomson Reuters Corp. (b)		695,299
				1,806,979
		Metals & Mining - 0.37%
	10,820	Nucor Corp.		530,396
		Multiline Retail - 1.09%
	15,770	Kohl’s Corp.		816,097
	11,750	Target Corp.		751,765
				1,567,862
		Multi-Utilities - 0.17%
	9,380	Avista Corp.		247,632
		Oil & Gas - 6.59%
	19,290	Apache Corp.		1,642,351
	5,890	Chevron Corp.		715,635
	26,360	Cimarex Energy Co.		2,541,104
	16,470	Consol Energy, Inc.		554,216
	27,835	Occidental Petroleum Corp.		2,603,686
	8,580	Tesoro Corp.		377,348
	11,440	Valero Energy Corp.		390,676
	12,705	Williams Partners L.P. (b)		671,840
				9,496,856
		Paper & Forest Products - 0.38%
	12,220	International Paper Co.		547,456
		Pharmaceuticals - 5.64%
	6,210	Actavis, Inc. (a)		894,240
	22,260	Bristol Myers Squibb Co.		1,030,193
	45,465	Forest Labs, Inc. (a)		1,945,447
	2,535	Johnson & Johnson		219,759
	11,530	Merck & Co., Inc.		548,943
	75,615	Pfizer, Inc.		2,170,907
	34,805	Teva Pharmaceutical Industries Ltd. - ADR		1,314,933
				8,124,422
		Real Estate - 0.47%
	29,270	CBRE Group, Inc. (a)		677,015
		Real Estate Management &
		Development - 0.33%
	13,130	Alexander & Baldwin, Inc. (a)		472,943

Number of
Shares			Value
		Road & Rail - 1.31%
	5,490	J.B. Hunt Transport Services, Inc.	$	400,386
	19,190	Norfolk Southern Corp.		1,484,346
				1,884,732
		Semiconductor & Semiconductor Equipment - 0.66%
	41,560	Intel Corp.		952,555
		Software - 4.12%
	19,535	CA, Inc.		579,603
	7,570	Citrix Systems, Inc. (a)		534,518
	90,365	Microsoft Corp.		3,010,058
	16,540	Qlik Technologies, Inc. (a)		566,330
	10,590	Red Hat, Inc. (a)		488,622
	14,560	salesforce.com, Inc. (a)(b)		755,810
				5,934,941
		Specialty Retail - 4.16%
	68,975	Aarons, Inc.		1,910,608
	9,810	Home Depot, Inc.		744,089
	6,990	Signet Jewelers Ltd.		500,833
	41,300	Staples, Inc.		605,045
	24,070	The TJX Companies, Inc.		1,357,307
	15,660	Williams Sonoma, Inc.		880,092
				5,997,974
		Textiles, Apparel & Luxury Goods - 1.71%
	11,655	Coach, Inc.		635,547
	9,165	VF Corp.		1,824,293
				2,459,840
		Trading Companies & Distributors - 0.58%
	15,325	Aircastle Ltd.		266,808
	7,470	Wesco International, Inc. (a)		571,679
				838,487
		Wireless Telecommunication Services - 1.35%
	18,005	Rogers Communications, Inc.		774,395
	33,370	Vodafone Group Plc - ADR		1,173,957
				1,948,352
		Total Common Stocks (Cost $110,804,472)		138,894,640
		REAL ESTATE INVESTMENT TRUSTS - 1.34%
		Real Estate Investment Trusts - 1.34%
	160,890	iStar Financial, Inc. (a)(b)		1,937,115
		Total Real Estate Investment Trusts (Cost $1,257,007)		1,937,115

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		SHORT TERM INVESTMENTS - 2.63%
		Money Market Funds - 2.63%
	3,786,268	Federated Prime Obligations Fund	$	3,786,268
		Total Short Term Investments (Cost $3,786,268)		3,786,268
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 3.83%
		Money Market Funds - 3.83%
	5,513,272	First American Government Obligations Fund		5,513,272
		Total Investments Purchased as Securities Lending Collateral (Cost $5,513,272)		5,513,272
		Total Investments (Cost $121,361,019) - 104.20%		150,131,295
		Liabilities in Excess of Other Assets - (4.20)%		(6,048,575	)
		TOTAL NET ASSETS - 100.00%	$	144,082,720

Percentages are stated as a percent of net assets.

ADR - American Depositary Receipt

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

See notes to financial statements.

GuideMark^SMGlobal Real Return Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2013

Number of
Shares			Value
		INVESTMENT COMPANIES - 99.49%
		Exchange Traded Funds - 99.49%
	18,302	Energy Select Sector SPDR Fund (a)	$	1,516,870
	15,044	Market Vectors Gold Miners ETF		377,003
	11	PowerShares DB Agriculture Fund (a)(b)		278
	477,660	PowerShares DB Commodity Index Tracking Fund (a)(b)		12,304,522
	8,623	PowerShares DB Gold Fund (a)(b)		386,052
	80,796	PowerShares Global Agriculture Portfolio (a)		2,292,990
	201,291	SPDR Barclays Capital TIPS ETF (a)		11,236,064
	125,628	SPDR DB International Government Inflation-Protected Bond ETF (b)		7,486,172
	191,821	SPDR Dow Jones International Real Estate ETF (a)		8,081,419
	92,652	SPDR Dow Jones REIT ETF (a)		6,757,110
	72,469	SPDR Metals and Mining ETF (a)		2,654,539
	434,759	SPDR S&P Global Natural Resources ETF (a)		21,064,074
	63,133	SPDR S&P International Energy Sector ETF (a)		1,589,058
				75,746,151
		Total Investment Companies (Cost $77,377,342)		75,746,151

Number of
Shares			Value
		SHORT TERM INVESTMENTS - 0.66%
		Money Market Funds - 0.66%
	505,630	Federated Prime Obligations Fund	$	505,630
		Total Short Term Investments (Cost $505,630)		505,630
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 26.17%
		Money Market Funds - 26.17%
	19,925,660	First American Government Obligations Fund		19,925,660
		Total Investments Purchased as Securities Lending Collateral (Cost $19,925,660)		19,925,660
		Total Investments (Cost $97,808,632) - 126.32%		96,177,441
		Liabilities in Excess of Other Assets - (26.32)%		(20,040,326	)
		TOTAL NET
		ASSETS - 100.00%	$	76,137,115

Percentages are stated as a percent of net assets.

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

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2013

Principal
Amount			Value
		ASSET BACKED SECURITIES - 6.15%
$	145,591	Accredited Mortgage Loan Trust
		Series 2005-3, 0.420%,
		09/25/2035 (a)	$	143,632
		Ally Master Owner Trust
	255,000	Series 2013-1, 1.000%,
		02/15/2018		254,170
	420,000	Series 2013-2, 0.624%,
		04/15/2018 (a)		419,309
	535,000	Series 2012-5, 1.540%,
		09/15/2019		529,106
		American Credit Acceptance
		Receivables Trust
	437,550	Series 2012-3, 1.640%, 11/15/2016
		(Acquired 11/27/2012,
		Cost $437,534) (b)		437,293
	295,976	Series A, 1.320%, 02/15/2017
		(Acquired 07/31/2013,
		Cost $295,968) (b)		296,103
	294,755	Series 2013-1A, 1.450%,
		04/16/2018 (Acquired 03/20/2013,
		Cost $294,731) (b)		294,471
		AmeriCredit Automobile Receivables Trust
	265,000	Series A-2, 0.740%, 11/08/2016		265,248
	315,000	Series 2012-5, 1.120%, 11/08/2017		314,341
	500,000	Apidos CDO
		Series 2013-12A, 1.373%,
		04/15/2025 (Acquired 03/15/2013,
		Cost $500,000) (a)(b)		495,011
	184,788	ARI Fleet Lease Trust
		Series 2012-B, 0.474%, 01/15/2021
		(Acquired 10/16/2012,
		Cost $184,788) (a)(b)		184,517
	500,000	Atrium IX
		Series 9-A, 1.562%, 02/28/2024
		(Acquired 01/24/2013,
		Cost $500,000) (a)(b)		500,498
	500,000	Atrium X
		Series 10-A, 1.396%, 07/16/2025
		(Acquired 04/25/2013,
		Cost $499,250) (a)(b)		494,688
	825,000	Babson CLO Ltd.
		Series 2013-IA, 1.312%,
		04/20/2025 (Acquired 05/03/2013,
		Cost $825,000) (a)(b)		816,799

Principal
Amount			Value
		ASSET BACKED SECURITIES (Continued)
$	67,905	CarFinance Capital LLC
		Series 2013-1A, 1.650%, 07/17/2017
		(Acquired 05/21/2013,
		Cost $67,904) (b)	$	67,750
	555,000	Carlyle Global Market Strategies
		Series 2013-3A, 1.390%,
		07/15/2025
		(Acquired 06/10/2013,
		Cost $553,835) (a)(b)		550,330
	235,000	CarMax Auto Owner Trust
		Series 2013-3, 1.490%,
		01/15/2019		236,070
	365,000	CIFC Funding Ltd.
		Series 2013-1A, 1.432%,
		04/16/2025 (Acquired 02/22/2013,
		Cost $365,000) (a)(b)		361,088
	2,190,000	Citibank Credit Card Issuance Trust
		Series 2013-A3, 1.110%,
		07/23/2018		2,198,722
		CNH Equipment Trust
	740,000	Series 2011-A, 2.040%,
		10/17/2016		751,592
	1,066,153	Series 2012-A, 0.940%,
		05/15/2017 (a)		1,069,181
	68,453	Conseco Finance Securitizations Corp.
		Series 2000-4, 8.310%,
		05/01/2032		50,896
	54,981	Countrywide Asset-Backed Certificates
		Series 2005-4, 4.456%,
		10/25/2035 (a)		55,286
		CPS Auto Receivables Trust
	405,000	Series 2013-C, 1.620%, 04/16/2018
		(Acquired 09/24/2013,
		Cost $404,952) (b)		404,295
	212,767	Series 2013-A, 1.310%, 06/15/2020
		(Acquired 03/12/2013,
		Cost $212,740) (b)		212,171
		CPS Auto Trust
	109,419	Series 2012-C, 1.820%, 12/16/2019
		(Acquired 09/11/2012,
		Cost $109,415) (b)		110,040
	170,502	Series 2012-D, 1.480%, 03/16/2020
		(Acquired 12/07/2012,
		Cost $170,482) (b)		170,698

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		ASSET BACKED SECURITIES (Continued)
$	641,383	Series 2013-B, 1.820%, 09/15/2020
		(Acquired 06/13/2013,
		Cost $641,371) (b)	$	640,370
		Credit Acceptance Auto Loan Trust
	265,000	Series 2011-1B, 3.960%,
		09/15/2019 (Acquired 02/07/2013,
		Cost $273,544) (b)		271,880
	356,000	Series 2012-2, 1.520%, 03/16/2020
		(Acquired 09/11/2012,
		Cost $355,938) (b)		357,204
	425,000	Dryden XXVI Senior Loan Fund
		Series 2013-26A, 1.344%,
		07/15/2025 (Acquired 02/20/2013,
		Cost $425,000) (a)(b)		423,929
	131,903	Education Funding Capital Trust I
		Series 2004-1, 0.414%,
		12/15/2022 (a)		131,666
	215,000	Enterprise Fleet Financing LLC
		Series 2012-1, 1.410%, 11/20/2017
		(Acquired 11/02/2012,
		Cost $216,470) (b)		215,702
	475,000	First Investors Auto Owner Trust
		Series 2013-2A, 1.230%,
		03/15/2019 (Acquired 06/13/2013,
		Cost $474,944) (b)		475,624
	650,000	Ford Credit Auto Lease Trust
		Series 2013-A, 0.600%,
		03/15/2016		649,949
	100,000	GCO Education Loan Funding Trust
		Series 2006-1, 0.492%,
		05/25/2036 (a)		87,487
		HLSS Servicer Advance Receivables
		Backed Note
	435,000	Series 2013-T3, 1.793%,
		05/15/2017 (Acquired 05/17/2013,
		Cost $431,753) (a)(b)		428,199
	265,000	Series 2013-T1, 1.495%,
		01/16/2046 (Acquired 01/16/2013,
		Cost $265,823) (a)(b)		264,338
	175,000	Series 2013-T1, 2.289%,
		01/15/2048 (Acquired 01/16/2013,
		Cost $175,000) (a)(b)		172,744

Principal
Amount			Value
		ASSET BACKED SECURITIES (Continued)
$	575,000	Madison Park Funding I LLC
		Series 2013-11A, 1.600%,
		10/23/2025 (Acquired 08/16/2013,
		Cost $574,425) (a)(b)	$	574,097
	509,531	Morgan Stanley
		Series 2003-N, 1.199%,
		10/25/2033 (a)		466,360
	1,440,000	Nissan Auto Lease Trust
		Series 2012-B, 0.580%,
		11/16/2015		1,438,847
	70,326	Northstar Education Finance, Inc.
		Series 2005-1, 0.364%,
		10/28/2026 (a)		70,314
	425,000	Northwoods Capital Ltd.
		Series 2013-10A, 1.695%,
		11/04/2025 (Acquired 09/12/2013,
		Cost $422,790) (b)(g)		422,790
	280,000	Oak Hill Credit Partners
		Series 2013-8A, 1.395%,
		04/20/2025 (Acquired 04/17/2013,
		Cost $280,000) (a)(b)		277,234
	410,000	Octagon Investment Partners XVI Ltd.
		Series 2013-1A, 1.392%, 07/17/2025
		(Acquired 05/15/2013,
		Cost $409,344) (a)(b)		407,741
	220,000	Prestige Auto Receivables Trust
		Series 2013-1A, 1.330%, 05/15/2019
		(Acquired 04/03/2013,
		Cost $219,948) (b)		219,113
	695,000	Race Point VIII CLO Ltd.
		Series 2013-8, 1.514%, 02/20/2025
		(Acquired 02/06/2013,
		Cost $695,000) (a)(b)		690,986
	140,735	Residential Asset Mortgage
		Products, Inc.
		Series 2004-R, 0.659%,
		03/25/2034 (a)		129,317
	290,000	Santander Drive Auto Receivables
		Trust
		Series 2012-5, 1.560%,
		08/15/2018		292,570

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		ASSET BACKED SECURITIES (Continued)
$	120,739	SNAAC Auto Receivables Trust
		Series 2013-1A, 1.140%,
		10/15/2015 (Acquired 04/02/2013,
		Cost $120,734) (b)	$	120,641
	118,010	U.S. Education Loan Trust, LLC
		Series 2006-1, 0.390%, 03/01/2025
		(Acquired 08/06/2010,
		Cost $115,355) (a)(b)		117,786
		Westlake Automobile Receivables
		Trust
	97,156	Series 2012-1, 1.030%, 03/15/2016
		(Acquired 09/19/2012,
		Cost $97,155) (b)		97,248
	245,000	Series A-2, 1.120%, 01/15/2018
		(Acquired 09/18/2013,
		Cost $244,973) (b)		245,124
		Total Asset Backed Securities (Cost $21,427,178)		21,372,565
		COLLATERALIZED MORTGAGE OBLIGATIONS - 4.63%
	110,000	Bank of America Commercial
		Mortgage Trust
		Series 2007-5, 5.620%,
		02/10/2051		111,522
	150,000	BB-UBS Trust
		Series 2012-SHOW, 3.430%,
		11/07/2036 (Acquired 12/05/2012
		through 12/06/2012,
		Cost $156,336) (b)		141,231
		Bear Stearns Commercial Mortgage
		Securities Trust
	160,000	Series 2006-PW14, 5.201%,
		12/11/2038 (a)		176,057
	225,000	Series 2005-PW10, 5.405%,
		12/11/2040 (a)		240,555
	3,250,000	Series 2006-PW13, 5.540%,
		09/11/2041 (a)		3,567,870
	438,377	Series 2004-PWR5, 4.831%,
		07/11/2042 (a)		438,249
	144,173	Chase Mortgage Financial Trust
		Series 2007-A1, 2.823%,
		02/25/2037 (a)		136,624

Principal
Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
$	90,000	Citigroup Commercial Mortgage Trust
		Series 2006-C4, 5.951%,
		03/15/2049 (a)	$	98,582
		COMM Mortgage Trust
	120,000	Series 2013-300P, 4.353%,
		08/12/2030 (Acquired 08/15/2013,
		Cost $122,958) (a)(b)		124,808
	150,000	Series 2013-CCRE9, 4.022%,
		07/12/2045 (a)		154,067
	150,000	Series 2013-LC6, 2.941%,
		01/12/2046 (a)		142,759
	125,000	Series 2006-C7, 5.754%,
		06/10/2046 (a)		136,963
	210,000	Series 2010-C1, 4.205%,
		07/10/2046 (Acquired 08/14/2012
		through 08/17/2012,
		Cost $236,229) (a)(b)		223,464
	255,000	Commercial Mortgage Loan Trust
		Series 2008-LS1, 5.998%,
		12/10/2049 (a)		287,685
	330,000	Commercial Mortgage Pass-Through
		Certificate
		Series 2012-CCRE3, 2.822%,
		10/17/2045 (a)		312,897
		Countrywide Home Loans, Inc.
	29,920	Series 2004-HYB6, 2.692%,
		11/20/2034 (a)		27,931
	161,567	Series 2005-11, 0.479%,
		03/25/2035 (a)		139,336
	123,996	Credit Suisse Commercial Mortgage
		Trust
		Series 2006-C4, 5.467%,
		09/15/2039 (a)		135,615
	436,054	Credit Suisse First Boston Mortgage
		Securities Corp.
		Series 2005-C1, 5.014%,
		02/18/2038 (a)		451,675
	130,000	DBUBS Mortgage Trust
		Series 2011-LC1, 5.002%,
		11/13/2046 (Acquired 02/08/2011,
		Cost $152,746) (a)(b)		144,382

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
$	400,000	Four Times Square Trust
		Series 2006-4TS, 5.401%,
		12/13/2028 (Acquired 03/22/2011
		through 03/24/2011,
		Cost $464,669) (a)(b)	$	444,931
		GS Mortgage Securities Corp.
	145,000	Series 2012-ALOH, 3.551%,
		04/12/2034 (Acquired 08/15/2012,
		Cost $150,939) (a)(b)		144,161
	179,905	Series 2005-GG4, 4.680%,
		07/10/2039 (a)		180,961
	685,000	Series 2012-GCJ7, 3.377%,
		05/12/2045 (a)		687,484
		GS Mortgage Securities Corp. II
	145,000	Series 2012-BWTR, 2.954%,
		11/07/2034 (Acquired 12/11/2012,
		Cost $148,297) (a)(b)		135,809
	445,000	Series 2005-GG4, 4.751%,
		07/10/2039 (a)		464,952
	245,000	Series 2013-GC10, 2.943%,
		02/12/2046 (a)		232,418
	345,000	GS Mortgage Securities Trust
		Series 2013-GC12, 3.135%,
		06/10/2046 (a)		330,768
	1,205,000	JPMBB Commercial Mortgage
		Securities Trust
		Series 2013-C12, 3.157%,
		07/15/2045 (a)		1,211,049
		JPMorgan Commercial Mortgage
		Securities Corp.
	145,000	Series 2012-WLDN, 3.905%,
		05/05/2030 (Acquired 05/07/2013,
		Cost $146,731) (a)(b)		146,177
	415,000	Series 2005-LDP2, 4.738%,
		07/15/2042 (a)		435,371
	70,000	Series 2011-C5, 4.171%,
		08/15/2046 (a)		73,970

Principal
Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
$	130,000	JPMorgan Commercial Mortgage
		Securities Trust
		Series 2012-HSBC, 3.093%,
		07/08/2032 (Acquired 03/11/2013,
		Cost $132,097) (a)(b)	$	125,912
		Lehman Brothers-UBS Commercial
		Mortgage Trust
	170,631	Series 2005-C3, 4.664%,
		07/15/2030 (a)		171,733
	245,000	Series 2006-C4, 6.055%,
		06/15/2038 (a)		269,986
	625,000	Series 2007-C1, 5.424%,
		02/15/2040 (a)		693,169
	53,949	Series 2007-C2, 5.430%,
		02/15/2040 (a)		59,450
	90,000	Morgan Stanley Bank of America
		Merrill Lynch Trust
		Series 2013-C10, 4.219%,
		07/17/2046 (a)		93,394
	130,000	OBP Depositor LLC Trust
		Series 2010-OBP, 4.646%,
		07/17/2045 (Acquired 06/25/2010,
		Cost $149,275) (a)(b)		142,736
		Springleaf Mortgage Loan Trust
	218,473	Series 2013-1A, 1.270%,
		06/25/2058 (Acquired 04/03/2013,
		Cost $218,456) (a)(b)		215,404
	357,994	Series 2013-2, 1.780%,
		12/25/2065 (Acquired 07/03/2013,
		Cost $354,362) (a)(b)		357,123
	155,171	Series 2013-2, 3.520%, 12/25/2065
		(Acquired 07/03/2013,
		Cost $149,465) (a)(b)		150,464
	311,754	TIAA Seasoned Commercial
		Mortgage Trust
		Series 2007-C4, 5.551%,
		08/15/2039 (a)		321,513

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
		UBS-Barclays Commercial Mortgage
		Trust
$	250,000	Series 2012-C4, 2.850%,
		12/12/2045 (a)	$	234,265
	315,000	Series 2013-C6, 3.244%,
		04/10/2046 (a)(c)		304,931
	145,000	Series 2012-C2, 3.525%,
		05/10/2063 (a)		144,318
	280,000	Wachovia Bank Commercial
		Mortgage Trust
		Series 2005-C18, 4.935%,
		04/15/2042 (a)		292,866
		Wells Fargo-RBS Commercial
		Mortgage Trust
	185,000	Series 2011-C2, 4.869%,
		02/15/2044 (Acquired 02/17/2011,
		Cost $212,619) (a)(b)		203,949
	375,000	Series 2011-C3, 4.375%,
		03/17/2044 (Acquired 05/27/2011,
		Cost $425,856) (b)		399,086
	60,000	Series 2012-C10, 2.875%,
		12/15/2045		56,552
	175,000	Series 2013-C14, 3.337%,
		06/15/2046		170,212
		Total Collateralized Mortgage Obligations (Cost $16,205,638)		16,087,386
		CORPORATE OBLIGATIONS - 41.98%
		Aerospace & Defense - 0.58%
	480,000	Precision Castparts Corp.
		0.700%, 12/20/2015		478,847
	1,525,000	United Technologies Corp.
		1.800%, 06/01/2017		1,553,011
				2,031,858
		Agricultural Products - 0.15%
	250,000	Cargill, Inc.
		4.100%, 11/01/2042
		(Acquired 10/24/2012,
		Cost $249,528) (b)		221,038
	275,000	Imperial Tobacco Finance Plc
		3.500%, 02/11/2023
		(Acquired 02/05/2013,
		Cost $274,725) (b)		259,690

Principal
Amount			Value
		CORPORATE OBLIGATIONS - 41.98%
		Agricultural Products (Continued)
$	25,000	Lorillard Tobacco Co.
		8.125%, 06/23/2019	$	30,347
				511,075
		Air Freight & Logistics - 0.09%
	315,000	United Parcel Service, Inc.
		1.125%, 10/01/2017		310,743
		Banks - 3.04%
	830,000	Bank of Nova Scotia
		0.750%, 10/09/2015		830,338
	400,000	BNP Paribas SA
		2.375%, 09/14/2017		405,781
		Branch Banking & Trust Co.
	945,000	1.450%, 10/03/2016		951,273
	250,000	2.300%, 10/15/2018		251,112
	880,000	Canadian Imperial Bank of Commerce
		2.350%, 12/11/2015		908,180
	335,000	Cooperatieve Centrale Raiffeisen- Boerenleenbank BA
		2.125%, 10/13/2015		343,366
	760,000	Glitnir Bank
		6.693%, 06/15/2016
		(Acquired 06/14/2006,
		Cost $758,848) (a)(d)(e)		3,952
	500,000	HSBC Holdings Plc
		6.800%, 06/01/2038		591,152
	250,000	Kaupthing Bank Hf
		7.125%, 05/19/2016
		(Acquired 05/12/2006,
		Cost $248,680) (d)(e)		6,562
	270,000	KeyCorp
		5.100%, 03/24/2021		297,780
	325,000	PNC Bank N.A.
		2.700%, 11/01/2022		296,771
		PNC Funding Corp.
	585,000	4.250%, 09/21/2015		623,120
	630,000	3.300%, 03/08/2022		616,700
		Royal Bank of Canada
	440,000	1.150%, 03/13/2015		443,922
	1,140,000	0.625%, 12/04/2015		1,137,925
		Royal Bank of Scotland Group Plc
	115,000	5.000%, 11/12/2013		114,661
	230,000	2.550%, 09/18/2015		235,048

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Banks (Continued)
$	735,000	SunTrust Banks, Inc.
		3.500%, 01/20/2017	$	777,851
		U.S. Bancorp
	860,000	1.650%, 05/15/2017		865,765
	200,000	4.125%, 05/24/2021		212,695
	300,000	Wachovia Bank NA
		6.600%, 01/15/2038		363,810
	300,000	Wells Fargo & Co.
		1.500%, 01/16/2018		295,512
				10,573,276
		Beverages - 0.98%
	1,815,000	Diageo Capital Plc
		1.500%, 05/11/2017		1,817,240
	90,000	Heineken NV
		2.750%, 04/01/2023
		(Acquired 10/02/2012,
		Cost $89,830) (b)		82,376
	955,000	Pepsico., Inc.
		1.250%, 08/13/2017		942,012
	575,000	SABMiller Holdings, Inc.
		2.200%, 08/01/2018
		(Acquired 08/06/2013,
		Cost 573,580) (b)		574,089
				3,415,717
		Biotechnology - 0.48%
		Amgen, Inc.
	40,000	3.625%, 05/15/2022		39,511
	450,000	4.950%, 10/01/2041 (c)		422,359
	320,000	Celgene Corp.
		5.250%, 08/15/2043		318,206
	270,000	Genzyme Corp.
		5.000%, 06/15/2020 (c)		303,027
	585,000	Gilead Sciences, Inc.
		2.400%, 12/01/2014		597,304
				1,680,407
		Capital Markets - 4.20%
	405,000	Ameriprise Financial, Inc.
		4.000%, 10/15/2023		410,586
	2,565,000	Bear Stearns Companies, Inc.
		7.250%, 02/01/2018		3,075,153

Principal
Amount			Value
		Capital Markets (Continued)
		Goldman Sachs Group, Inc.
$	70,000	5.625%, 01/15/2017	$	77,167
	980,000	5.950%, 01/18/2018		1,108,859
	45,000	2.375%, 01/22/2018		44,726
	95,000	7.500%, 02/15/2019		114,916
	125,000	5.750%, 01/24/2022		138,812
	700,000	6.750%, 10/01/2037		732,752
		Merrill Lynch & Co., Inc.
	1,220,000	6.400%, 08/28/2017		1,404,158
	650,000	6.500%, 07/15/2018		759,642
	500,000	6.110%, 01/29/2037		516,580
		Morgan Stanley
	710,000	1.750%, 02/25/2016		713,841
	350,000	5.950%, 12/28/2017		396,358
	300,000	5.625%, 09/23/2019		335,206
	150,000	5.500%, 01/26/2020		166,208
	200,000	5.500%, 07/24/2020		221,072
	70,000	4.875%, 11/01/2022		70,164
	670,000	3.750%, 02/25/2023 (c)		647,165
	1,325,000	State Street Corp.
		2.875%, 03/07/2016		1,387,409
	1,155,000	The Bank of New York Mellon Corp.
		2.300%, 07/28/2016		1,196,016
	945,000	Wachovia Corp.
		5.750%, 02/01/2018		1,092,690
				14,609,480
		Chemicals - 0.26%
	525,000	Dow Chemical Co.
		4.250%, 11/15/2020		550,029
	345,000	LYB International Finance BV
		4.000%, 07/15/2023		342,714
				892,743
		Commercial Banks - 0.20%
	280,000	Societe Generale SA
		2.625%, 10/01/2018		280,918
		Wells Fargo & Co.
	155,000	3.450%, 02/13/2023		145,360
	270,000	4.125%, 08/15/2023		264,897
				691,175

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Commercial Services & Supplies - 0.20%
$	650,000	International Lease Finance Corp.
		5.750%, 05/15/2016	$	692,433
		Computers & Peripherals - 0.81%
	1,260,000	Apple, Inc.
		2.400%, 05/03/2023		1,142,928
		EMC Corp.
	940,000	1.875%, 06/01/2018		937,505
	475,000	2.650%, 06/01/2020		470,911
	250,000	Hewlett-Packard Co.
		3.000%, 09/15/2016		258,224
				2,809,568
		Consumer Finance - 2.58%
	537,000	American Express Co.
		4.050%, 12/03/2042		466,747
		American Express Credit Corp.
	2,235,000	1.750%, 06/12/2015		2,276,683
	630,000	1.300%, 07/29/2016		634,211
	1,390,000	Capital One Financial Corp.
		2.150%, 03/23/2015		1,412,899
		Caterpillar Financial Services Corp.
	650,000	1.100%, 05/29/2015		655,564
	840,000	1.625%, 06/01/2017		842,986
		John Deere Capital Corp.
	305,000	0.950%, 06/29/2015		307,110
	795,000	1.300%, 03/12/2018		780,288
	665,000	PACCAR Financial Corp.
		1.150%, 08/16/2016		666,895
	200,000	Total Capital International SA
		2.875%, 02/17/2022 (c)		192,228
	710,000	Toyota Motor Credit Corp.
		2.050%, 01/12/2017		726,885
				8,962,496
		Diversified Financial Services - 3.66%
		Bank of America Corp.
	630,000	7.625%, 06/01/2019		773,461
	175,000	5.875%, 01/05/2021		198,631
	365,000	5.700%, 01/24/2022		408,411
	255,000	4.100%, 07/24/2023		253,923
	450,000	Capital One Bank USA N.A.
		3.375%, 02/15/2023		421,738

Principal
Amount			Value
		Diversified Financial Services (Continued)
		Citigroup, Inc.
$	350,000	5.000%, 09/15/2014	$	363,277
	630,000	1.700%, 07/25/2016		633,298
	305,000	4.450%, 01/10/2017		330,497
	175,000	2.500%, 09/26/2018		174,231
	1,285,000	8.500%, 05/22/2019		1,643,169
	80,000	3.500%, 05/15/2023		72,336
	125,000	6.125%, 08/25/2036		126,192
	49,000	6.875%, 03/05/2038		60,773
	35,000	6.675%, 09/13/2043		37,818
		Ford Motor Credit Co. LLC
	325,000	2.750%, 05/15/2015		332,567
	200,000	3.984%, 06/15/2016		211,463
		General Electric Capital Corp.
	200,000	4.625%, 01/07/2021		214,941
	250,000	5.300%, 02/11/2021		272,311
	485,000	4.650%, 10/17/2021		517,745
	1,115,000	3.150%, 09/07/2022		1,056,301
	150,000	6.750%, 03/15/2032		179,422
	940,000	5.875%, 01/14/2038		1,041,134
	450,000	Hutchison Whampoa International Ltd.
		3.500%, 01/13/2017
		(Acquired 01/10/2012,
		Cost $469,281) (b)		471,121
		JPMorgan Chase & Co.
	125,000	6.300%, 04/23/2019		146,628
	415,000	4.250%, 10/15/2020		435,778
	400,000	4.500%, 01/24/2022		417,964
	135,000	3.250%, 09/23/2022		127,602
	305,000	3.375%, 05/01/2023		277,147
	280,000	5.625%, 08/16/2043		279,102
	110,000	Merrill Lynch & Co., Inc.
		7.750%, 05/14/2038		136,622
	690,000	National Rural Utilities Cooperative
		Finance Corp.
		5.450%, 04/10/2017		781,453
	300,000	NCUA Guaranteed Notes
		Series 2011-M1, 3.000%,
		06/12/2019		316,242
				12,713,298

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Diversified Manufacturing - 0.41%
$	675,000	Cooper U.S., Inc.
		3.875%, 12/15/2020	$	701,766
		Tyco Electronics Group SA
	270,000	1.600%, 02/03/2015		272,105
	405,000	6.550%, 10/01/2017		467,408
				1,441,279
		Diversified Telecommunication Services - 1.81%
		AT&T, Inc.
	945,000	0.800%, 12/01/2015 (c)		942,786
	440,000	5.350%, 09/01/2040		428,539
	470,000	France Telecom SA
		4.375%, 07/08/2014		482,635
		Verizon Communications, Inc.
	235,000	3.650%, 09/14/2018		247,898
	295,000	3.500%, 11/01/2021		290,659
	420,000	2.450%, 11/01/2022		373,149
	700,000	5.150%, 09/15/2023 (c)		751,719
	605,000	6.400%, 09/15/2033		673,824
	150,000	6.400%, 02/15/2038		165,690
	350,000	6.550%, 09/15/2043		396,511
	1,205,000	Verizon Wireless Capital LLC
		8.500%, 11/15/2018		1,545,858
				6,299,268
		Electric Utilities - 1.22%
	100,000	American Electric Power Co., Inc.
		1.650%, 12/15/2017		98,339
		Duke Energy Corp.
	555,000	3.550%, 09/15/2021		557,201
	70,000	3.050%, 08/15/2022		66,370
		Duke Energy Indiana, Inc.
	255,000	4.200%, 03/15/2042		237,107
	160,000	4.900%, 07/15/2043		163,872
	100,000	Massachusetts Electric Co.
		5.900%, 11/15/2039
		(Acquired 07/09/2013,
		Cost $114,577) (b)		113,883
	375,000	Nevada Power Co.
		5.875%, 01/15/2015		399,497
	80,000	PPL Electric Utilities Corp.
		4.750%, 07/15/2043		81,970
	630,000	PSI Energy, Inc.
		6.050%, 06/15/2016		709,508

Principal
Amount			Value
		Electric Utilities (Continued)
$	335,000	Sierra Pacific Power Co.
		3.375%, 08/15/2023	$	332,566
		Union Electric Co.
	570,000	6.700%, 02/01/2019		688,237
	350,000	3.900%, 09/15/2042		312,710
	470,000	Westar Energy, Inc.
		6.000%, 07/01/2014		488,786
				4,250,046
		Energy Equipment & Services - 0.49%
	275,000	Cameron International Corp.
		6.375%, 07/15/2018		323,909
	905,000	Halliburton Co.
		3.250%, 11/15/2021		907,404
	395,000	Pride International, Inc.
		6.875%, 08/15/2020		471,410
				1,702,723
		Engineering Construction - 0.13%
	470,000	ABB Finance USA, Inc.
		2.875%, 05/08/2022		454,726
		Food & Staples Retailing - 0.38%
		CVS Caremark Corp.
	200,000	4.750%, 05/18/2020		221,867
	300,000	6.250%, 06/01/2027		357,803
	315,000	Walgreen Co.
		3.100%, 09/15/2022		296,973
	350,000	Wal-Mart Stores, Inc.
		6.500%, 08/15/2037		435,883
				1,312,526
		Food Products - 0.40%
		ConAgra Foods, Inc.
	110,000	1.350%, 09/10/2015		110,949
	50,000	1.900%, 01/25/2018		49,397
	505,000	3.200%, 01/25/2023		473,372
		Kraft Foods Group, Inc.
	350,000	1.625%, 06/04/2015		355,600
	400,000	3.500%, 06/06/2022 (c)		395,786
				1,385,104
		Health Care Equipment & Supplies - 0.64%
	375,000	Baxter International, Inc.
		1.850%, 01/15/2017		382,036
	565,000	Becton, Dickinson & Co.
		3.250%, 11/12/2020		575,342

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Health Care Equipment & Supplies (Continued)
$	440,000	Covidien International Finance SA
		2.800%, 06/15/2015	$	454,450
	800,000	St. Jude Medical, Inc.
		2.500%, 01/15/2016		822,455
				2,234,283
		Health Care Providers & Services - 1.38%
	650,000	Cardinal Health, Inc.
		3.200%, 03/15/2023		607,344
		Express Scripts Holding Co.
	325,000	3.125%, 05/15/2016		340,389
	125,000	3.500%, 11/15/2016		132,391
	75,000	Howard Hughes Medical Institute
		3.500%, 09/01/2023		74,981
	860,000	Humana, Inc.
		3.150%, 12/01/2022		801,707
		UnitedHealth Group, Inc.
	580,000	1.625%, 03/15/2019		559,628
	360,000	3.950%, 10/15/2042		309,963
	295,000	Ventas Realty LP
		5.700%, 09/30/2043		299,360
		WellPoint, Inc.
	1,030,000	4.350%, 08/15/2020		1,095,785
	425,000	3.125%, 05/15/2022		404,310
	150,000	5.850%, 01/15/2036		161,997
				4,787,855
		Industrial Conglomerates - 0.22%
	655,000	Koninklijke Philips Electronics NV
		5.750%, 03/11/2018		755,736
		Insurance - 1.66%
		American International Group, Inc.
	100,000	8.250%, 08/15/2018		124,941
	30,000	4.875%, 06/01/2022		32,240
	710,000	CNA Financial Corp.
		7.350%, 11/15/2019		866,316
	505,000	Liberty Mutual Group, Inc.
		5.000%, 06/01/2021 (b)		536,567
	270,000	Lincoln National Corp.
		4.000%, 09/01/2023
		(Acquired 04/16/2012,
		Cost $510,672) (b)		269,280

Principal
Amount			Value
		Insurance (Continued)
$	1,605,000	Loews Corp.
		5.250%, 03/15/2016	$	1,767,665
		Marsh & McLennan Cos., Inc.
	100,000	2.300%, 04/01/2017		101,102
	275,000	4.050%, 10/15/2023		276,278
	255,000	MetLife, Inc.
		4.368%, 09/15/2023		267,118
	500,000	New York Life Global Funding
		3.000%, 05/04/2015
		(Acquired 03/19/2012,
		Cost $513,575) (b)		519,321
		Prudential Financial, Inc.
	375,000	4.500%, 11/15/2020		403,515
	150,000	5.100%, 08/15/2043		148,923
	475,000	Trinity Acquisition Plc
		4.625%, 08/15/2023		469,890
				5,783,156
		Internet Software & Services - 0.17%
	610,000	eBay, Inc.
		1.350%, 07/15/2017		606,317
		Life Sciences Tools & Services - 0.05%
	150,000	Life Technologies Corp.
		6.000%, 03/01/2020		169,140
		Machinery - 0.48%
	725,000	Cummins, Inc.
		3.650%, 10/01/2023		731,402
		Eaton Corp.
	530,000	5.600%, 05/15/2018		605,312
	340,000	2.750%, 11/02/2022
		(Acquired 09/20/2013,
		Cost $314,293) (b)		317,471
				1,654,185
		Media - 1.98%
	175,000	CBS Corp.
		7.875%, 07/30/2030		212,659
		Comcast Corp.
	1,220,000	5.875%, 02/15/2018		1,424,794
	250,000	6.400%, 05/15/2038		297,357
	315,000	COX Communications, Inc.
		2.950%, 06/30/2023
		(Acquired 04/24/2013,
		Cost $313,614) (b)		272,451

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Media (Continued)
		DIRECTV Holdings, LLC
$	1,565,000	3.800%, 03/15/2022	$	1,463,281
	335,000	6.350%, 03/15/2040		330,889
		News America, Inc.
	275,000	4.500%, 02/15/2021		292,487
	250,000	6.150%, 02/15/2041		276,359
		Time Warner Cable, Inc.
	246,000	5.850%, 05/01/2017		267,739
	670,000	6.750%, 07/01/2018		749,018
	75,000	8.750%, 02/14/2019		88,334
		Time Warner, Inc.
	400,000	4.700%, 01/15/2021		428,155
	225,000	3.400%, 06/15/2022		218,829
	225,000	7.625%, 04/15/2031		280,779
	135,000	6.500%, 11/15/2036		150,692
	145,000	Viacom, Inc.
		5.850%, 09/01/2043		148,134
				6,901,957
		Metals & Mining - 0.54%
	495,000	BHP Billiton Finance USA Ltd.
		1.625%, 02/24/2017 (c)		498,434
		Freeport-McMoRan Copper & Gold, Inc.
	80,000	2.375%, 03/15/2018
		(Acquired 02/28/2013,
		Cost $79,992) (b)		77,397
	75,000	3.100%, 03/15/2020
		(Acquired 02/28/2013,
		Cost $74,971) (b)		70,625
	250,000	3.875%, 03/15/2023
		(Acquired 02/28/2013
		through 03/06/2013,
		Cost $249,889) (b)		230,935
	505,000	Rio Tinto Finance USA Ltd.
		2.500%, 05/20/2016		520,235
	195,000	Teck Resources Ltd.
		6.000%, 08/15/2040		181,810
		Xstrata Finance Canada Ltd.
	165,000	2.450%, 10/25/2017
		(Acquired 10/18/2012,
		Cost $164,723) (b)		164,258

Principal
Amount			Value
		Metals & Mining (Continued)
$	135,000	4.000%, 10/25/2022
		(Acquired 10/18/2012,
		Cost $134,658) (b)	$	126,361
				1,870,055
		Multi-Utilities - 0.84%
	300,000	Consumers Energy Co.
		3.375%, 08/15/2023		300,059
	650,000	Dominion Resources, Inc.
		1.400%, 09/15/2017		641,484
	395,000	Sempra Energy
		6.500%, 06/01/2016		448,892
	1,380,000	Xcel Energy, Inc.
		5.613%, 04/01/2017		1,541,797
				2,932,232
		Oil & Gas - 4.40%
	150,000	Anadarko Petroleum Corp.
		8.700%, 03/15/2019		193,085
		BP Capital Markets Plc
	980,000	4.500%, 10/01/2020 (c)		1,060,409
	980,000	2.500%, 11/06/2022		888,311
	100,000	3.994%, 09/26/2023		101,000
	810,000	Canadian Natural Resources Ltd.
		3.450%, 11/15/2021		808,147
	625,000	Cenovus Energy, Inc.
		5.200%, 09/15/2043		620,514
	200,000	CNOOC Finance 2013 Ltd.
		3.000%, 05/09/2023		180,128
	290,000	CNPC General Capital Ltd.
		1.950%, 04/16/2018
		(Acquired 04/09/2013,
		Cost $290,000) (b)		283,021
	1,070,000	ConocoPhillips
		6.650%, 07/15/2018		1,291,253
		Energy Transfer Partners LP
	943,000	8.500%, 04/15/2014		979,431
	395,000	9.000%, 04/15/2019		499,452
	225,000	5.200%, 02/01/2022		236,932
		Husky Energy, Inc.
	420,000	5.900%, 06/15/2014		435,243
	810,000	3.950%, 04/15/2022		814,531
	475,000	Kinder Morgan Energy Partners LP
		3.450%, 02/15/2023 (c)		445,093

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Oil & Gas (Continued)
$	365,000	LUKOIL International Finance B.V.
		3.416%, 04/24/2018
		(Acquired 04/17/2013,
		Cost $365,000) (b)	$	363,631
	505,000	Marathon Oil Corp.
		6.000%, 10/01/2017		580,824
		Nexen, Inc.
	100,000	5.875%, 03/10/2035		103,824
	150,000	7.500%, 07/30/2039		184,677
	225,000	Petrobras Global Finance
		2.000%, 05/20/2016		224,109
		Petrobras International Finance Co.
	305,000	3.500%, 02/06/2017		310,475
	550,000	5.375%, 01/27/2021		555,272
	250,000	6.875%, 01/20/2040		248,085
	375,000	Petroleos Mexicanos
		8.000%, 05/03/2019		454,687
		Phillips 66
	390,000	1.950%, 03/05/2015		396,053
	640,000	4.300%, 04/01/2022		653,608
		Shell International Finance BV
	1,085,000	0.625%, 12/04/2015		1,085,591
	350,000	3.400%, 08/12/2023		346,740
	270,000	Spectra Energy Partners LP
		4.600%, 06/15/2021		279,143
	295,000	Valero Energy Corp.
		9.375%, 03/15/2019		382,610
	335,000	Williams Cos., Inc.
		3.700%, 01/15/2023		303,131
				15,309,010
		Pharmaceuticals - 1.51%
		Abbvie, Inc.
	630,000	1.200%, 11/06/2015		632,605
	280,000	1.750%, 11/06/2017		277,974
	550,000	2.900%, 11/06/2022		515,378
	1,050,000	GlaxoSmithKline Capital Plc
		1.500%, 05/08/2017		1,056,813
	505,000	Novartis Capital Corp.
		2.900%, 04/24/2015		524,837
		Sanofi-Aventis SA
	1,030,000	1.250%, 04/10/2018		1,006,631
	525,000	4.000%, 03/29/2021		557,724

Principal
Amount			Value
		Pharmaceuticals (Continued)
$	565,000	Teva Pharmaceutical Finance
		3.000%, 06/15/2015	$	584,972
	85,000	Zoetis, Inc.
		1.875%, 02/01/2018
		(Acquired 01/16/2013,
		Cost $84,952) (b)		84,231
				5,241,165
		Pipelines - 1.07%
		Enterprise Products Operating LLC
	330,000	3.350%, 03/15/2023		312,947
	575,000	6.125%, 10/15/2039		638,343
		Spectra Energy Capital LLC
	490,000	5.668%, 08/15/2014		510,466
	760,000	5.650%, 03/01/2020		832,417
	660,000	TransCanada Pipelines Ltd.
		7.625%, 01/15/2039		877,166
	500,000	Transocean, Inc.
		6.500%, 11/15/2020		558,928
				3,730,267
		Real Estate - 1.77%
	525,000	Boston Properties LP
		3.125%, 09/01/2023		481,936
	250,000	Duke Realty LP
		4.375%, 06/15/2022		247,608
	335,000	ERP Operating LP
		3.000%, 04/15/2023		308,603
		HCP, Inc.
	250,000	2.625%, 02/01/2020		237,544
	525,000	5.375%, 02/01/2021		572,075
		Health Care Property Investments, Inc.
	125,000	6.300%, 09/15/2016		141,440
	200,000	6.000%, 01/30/2017		225,092
		Health Care REIT, Inc.
	245,000	2.250%, 03/15/2018		242,693
	530,000	4.125%, 04/01/2019		558,882
	505,000	5.250%, 01/15/2022		540,565
		Liberty Property LP
	325,000	5.500%, 12/15/2016		359,985
	25,000	4.125%, 06/15/2022		24,846
	25,000	3.375%, 06/15/2023		23,157
	350,000	ProLogis LP
		4.250%, 08/15/2023		348,806

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Real Estate (Continued)
$	161,000	Realty Income Corp.
		3.250%, 10/15/2022	$	148,542
	980,000	Simon Property Group, Inc.
		6.125%, 05/30/2018		1,150,594
	65,000	UDR, Inc.
		3.700%, 10/01/2020		65,429
		Ventas Realty LP
	335,000	2.000%, 02/15/2018		328,590
	150,000	2.700%, 04/01/2020		143,171
				6,149,558
		Road & Rail - 0.38%
	420,000	Burlington Northern Santa Fe LLC
		7.950%, 08/15/2030		552,759
	309,000	Canadian Pacific Railway Ltd.
		4.500%, 01/15/2022		325,980
	275,000	CSX Corp.
		6.150%, 05/01/2037		314,874
	125,000	Kansas City Southern de Mexico
		SA de CV
		3.000%, 05/15/2023
		(Acquired 04/24/2013,
		Cost $124,954) (b)		115,172
				1,308,785
		Semiconductor & Semiconductor
		Equipment - 0.90%
	290,000	Altera Corp.
		1.750%, 05/15/2017		287,835
	505,000	Analog Devices, Inc.
		3.000%, 04/15/2016		526,726
	565,000	Applied Materials, Inc.
		2.650%, 06/15/2016		588,401
		Intel Corp.
	850,000	1.350%, 12/15/2017		839,872
	470,000	3.300%, 10/01/2021		468,617
	425,000	TSMC Global Ltd.
		1.625%, 04/03/2018
		(Acquired 03/27/2013,
		Cost $424,715) (b)		410,511
				3,121,962

Principal
Amount			Value
		Software - 0.42%
$	665,000	CA, Inc.
		4.500%, 08/15/2023	$	666,957
	795,000	Oracle Corp.
		1.200%, 10/15/2017		781,565
				1,448,522
		Specialty Retail - 0.72%
	310,000	AutoZone, Inc.
		4.000%, 11/15/2020		317,279
		Home Depot, Inc.
	170,000	2.250%, 09/10/2018		171,999
	335,000	2.700%, 04/01/2023		315,006
	250,000	5.875%, 12/16/2036		286,313
	1,385,000	Lowe’s Cos., Inc.
		3.875%, 09/15/2023		1,405,493
				2,496,090
		Telecommunications - 0.06%
	210,000	SBA Tower Trust
		3.598%, 04/15/2018
		(Acquired 04/04/2013,
		Cost $210,000) (b)		209,867
		Thrifts & Mortgage Finance - 0.02%
	60,000	Santander Holdings USA, Inc.
		4.625%, 04/19/2016		63,613
		Tobacco - 0.16%
		Altria Group, Inc.
	51,000	9.700%, 11/10/2018		67,495
	525,000	2.850%, 08/09/2022		481,752
				549,247
		Transportation - 0.16%
	550,000	Burlington Northern Santa Fe LLC
		5.150%, 09/01/2043		555,223
		Trucking - 0.13%
		Penske Truck Leasing Co., L.P.
	400,000	3.125%, 05/11/2015
		(Acquired 05/08/2012,
		Cost $399,879) (b)		411,884
	35,000	4.875%, 07/11/2022
		(Acquired 07/11/2012,
		Cost $35,983) (b)		35,706
				447,590

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Wireless Telecommunication Services - 0.25%
$	880,000	Vodafone Group Plc
		1.625%, 03/20/2017	$	875,887
		Total Corporate Obligations (Cost $145,573,912)		145,941,643
		FOREIGN GOVERNMENT DEBT OBLIGATIONS - 0.21%
		Federal Government of Mexico
	196,000	4.750%, 03/08/2044		178,360
	300,000	5.750%, 10/12/2110		283,500
	250,000	Republic of Colombia
		4.375%, 07/12/2021		258,750
		Total Foreign Government Debt Obligations (Cost $672,241)		720,610
		MORTGAGE BACKED SECURITIES - 28.97%
		Federal Home Loan Mortgage Corp.
	564,410	Pool #2590NV
		5.000%, 03/15/2018		595,465
	800,000	Series K-703, 2.699%,
		05/25/2018 (a)		828,754
	7,652	Pool #E9-9763
		4.500%, 09/01/2018		8,104
	7,554	Pool #E9-9764
		4.500%, 09/01/2018		8,001
	600,000	Series K-705, 2.303%,
		09/25/2018 (a)		608,515
	900,000	Series K-706, 2.323%,
		10/25/2018 (a)		912,932
	600,000	Series K-709, 2.086%,
		03/25/2019 (a)		598,524
	140,333	Pool #D9-6291
		4.500%, 09/01/2023		152,275
	395,286	Pool #G1-3624
		5.000%, 08/01/2024		427,660
	3,970,000	Pool #J2-5769
		3.500%, 09/01/2028		4,197,181
	454,092	Pool #2329ZA
		6.500%, 06/15/2031		509,794
	235,368	Pool #2338ZC
		6.500%, 07/15/2031		268,299
	399,335	Pool #78-0447
		2.375%, 04/01/2033 (a)		422,764

Principal
Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
$	322	Pool #A4-3129
		5.500%, 02/01/2036	$	351
	1,228,775	Pool #C0-3815
		3.500%, 03/01/2042		1,248,841
	947,261	Pool #U9-0688
		4.000%, 05/01/2042		988,645
	2,109,562	Pool #Q0-9949
		3.000%, 08/01/2042		2,059,056
		Federal National Mortgage Association
	484,027	Pool #467626
		3.740%, 05/01/2018		523,090
	2,553	Pool #685505
		5.000%, 05/01/2018		2,722
	2,376	Pool #705709
		5.000%, 05/01/2018		2,533
	1,698,020	Pool #AH6301
		4.000%, 05/01/2026		1,805,973
	1,689,773	Pool #AI4868
		4.000%, 06/01/2026		1,807,373
	1,364,614	Pool #AJ8325
		3.000%, 12/01/2026		1,414,639
	1,422,472	Pool #AB5907
		3.000%, 08/01/2027		1,474,903
	1,810,340	Pool #AQ5095
		3.000%, 11/01/2027		1,878,256
	1,035,875	Pool #AL2877
		3.500%, 01/01/2028		1,095,884
	267,324	Pool #544859
		2.711%, 08/01/2029 (a)		278,368
	334,557	Pool #786848
		7.000%, 10/01/2031		393,624
	12,335	Pool #727181
		5.000%, 08/01/2033		13,486
	5,957	Pool #730727
		5.000%, 08/01/2033		6,503
	1,674	Pool #741862
		5.500%, 09/01/2033		1,841
	2,352	Pool #766197
		5.500%, 02/01/2034		2,582
	399	Pool #776974
		5.500%, 04/01/2034		442
	297,111	Pool #888504
		2.193%, 04/01/2034 (a)		316,160

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
$	13,938	Pool #775776
		5.500%, 05/01/2034	$	15,319
	321,377	Pool #802783
		2.482%, 10/01/2034 (a)		342,025
	15,942	Pool #781629
		5.500%,
		12/01/2034		17,382
	707	Pool #806098
		6.000%, 12/01/2034		773
	232,554	Pool #735504
		6.000%, 04/01/2035		257,805
	15,180	Pool #822815
		5.500%, 04/01/2035		16,671
	14,724	Pool #357850
		5.500%, 07/01/2035		16,179
	13,522	Pool #820242
		5.000%, 07/01/2035		14,766
	2,822	Pool #838452
		5.500%, 09/01/2035		3,082
	14,742	Pool #865854
		6.000%, 03/01/2036		16,098
	28,676	Pool #891474
		6.000%, 04/01/2036		31,695
	23,747	Pool #906000
		6.000%, 01/01/2037		25,960
	205	Pool #928062
		5.500%, 02/01/2037		223
	331	Pool #899119
		5.500%, 04/01/2037		360
	351	Pool #938488
		5.500%, 05/01/2037		385
	528	Pool #970131
		5.500%, 03/01/2038		579
	482	Pool #981313
		5.500%, 06/01/2038		529
	590	Pool #985108
		5.500%, 07/01/2038		643
	228	Pool #964930
		5.500%, 08/01/2038		250
	251	Pool #987032
		5.500%, 08/01/2038		274
	348	Pool #968371
		5.500%, 09/01/2038		382

Principal
Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
$	147,099	Pool #AD0095
		6.000%, 11/01/2038	$	160,807
	229	Pool #993050
		5.500%, 12/01/2038		249
	55,484	Pool #993579
		4.000%, 05/01/2039		58,277
	14,194	Pool #AA5840
		4.000%, 06/01/2039		14,913
	174,243	Pool #AA7670
		4.500%, 06/01/2039		186,557
	119,624	Pool #AA8715
		4.000%, 06/01/2039		126,330
	14,537	Pool #AA9133
		4.500%, 08/01/2039		15,696
	31,520	Pool #AC2861
		4.500%, 08/01/2039		34,022
	68,571	Pool #AC6121
		4.500%, 11/01/2039		74,000
	11,224	Pool #AC8372
		4.500%, 12/01/2039		11,982
	530,940	Pool #AD0586
		4.500%, 12/01/2039		573,252
	477,714	Pool #AD5574
		5.000%, 04/01/2040		519,006
	2,559,511	Pool #AD4062
		5.000%, 05/01/2040		2,789,635
	2,158,911	Pool #AD5661
		5.000%, 05/01/2040		2,360,272
	2,594,547	Pool #AB1231
		5.000%, 07/01/2040		2,837,798
	98,821	Pool #AD7793
		4.500%, 07/01/2040		105,753
	29,829	Pool #AD9896
		4.000%, 08/01/2040		31,354
	1,063,792	Pool #AE0217
		4.500%, 08/01/2040		1,137,541
	38,016	Pool #AB1500
		4.000%, 09/01/2040		39,970
	29,994	Pool #AD9856
		4.000%, 09/01/2040		31,521
	36,354	Pool #AE2559
		4.000%, 09/01/2040		38,218

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
$	11,884	Pool #AE2562
		4.000%, 09/01/2040	$	12,486
	13,981	Pool #AE2566
		4.000%, 09/01/2040		14,691
	81,842	Pool #AE4124
		4.000%, 10/01/2040		86,031
	48,469	Pool #AE4888
		4.000%, 10/01/2040		50,940
	52,228	Pool #AE3916
		4.000%, 11/01/2040		54,893
	8,659	Pool #AE5147
		4.000%, 11/01/2040		9,100
	104,970	Pool #AE8715
		4.000%, 11/01/2040		110,305
	1,059,395	Pool #AE0698
		4.500%, 12/01/2040		1,134,199
	189,199	Pool #AE8893
		4.000%, 12/01/2040		198,773
	11,048	Pool #AH0006
		4.000%, 12/01/2040		11,601
	31,169	Pool #AH0020
		4.000%, 12/01/2040		32,763
	60,246	Pool #AH0599
		4.000%, 12/01/2040		63,356
	25,917	Pool #AH0601
		4.000%, 12/01/2040		27,248
	99,363	Pool #AE7893
		4.000%, 01/01/2041		104,445
	41,337	Pool #AH1263
		4.000%, 01/01/2041		43,467
	209,609	Pool #AH2999
		4.000%, 01/01/2041		220,287
	415,143	Pool #AB2265
		4.000%, 02/01/2041		437,776
	13,073	Pool #AH4659
		4.000%, 02/01/2041		13,743
	191,648	Pool #AH5653
		4.000%, 02/01/2041		201,280
	81,403	Pool #AH5783
		4.000%, 02/01/2041		85,556
	341,612	Pool #AL0934
		5.000%, 02/01/2041		377,312

Principal
Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
$	1,628,054	Pool #AB2537
		5.000%, 03/01/2041	$	1,776,102
	394,365	Pool #AD1889
		4.500%, 03/01/2041		422,136
	24,201	Pool #AH6150
		4.000%, 03/01/2041		25,429
	77,827	Pool #AH6583
		4.000%, 03/01/2041		81,821
	728,763	Pool #AH4246
		4.500%, 04/01/2041		780,678
	3,005,307	Pool #AH8854
		4.500%, 04/01/2041		3,218,671
	240,421	Pool #AL0215
		4.500%, 04/01/2041		257,590
	2,872,023	Pool #AL0247
		4.000%, 04/01/2041		3,029,206
	1,032,717	Pool #AI1856
		4.500%, 05/01/2041		1,110,287
	260,091	Pool #AL0187
		5.000%, 05/01/2041		282,488
	2,521,660	Pool #AL0208
		4.500%, 05/01/2041		2,702,189
	39,462	Pool #AL0456
		5.000%, 06/01/2041		42,886
	564,241	Pool #AI7368
		4.500%, 07/01/2041		604,603
	2,336,570	Pool #AB3395
		4.500%, 08/01/2041		2,503,827
	632,461	Pool #AI7913
		4.500%, 08/01/2041		677,565
	200,097	Pool #AI8154
		4.000%, 08/01/2041		210,304
	171,808	Pool #AI8842
		4.500%, 08/01/2041		184,112
	37,727	Pool #AJ1080
		4.500%, 09/01/2041		40,364
	64,549	Pool #AL0815
		4.000%, 09/01/2041		68,160
	173,342	Pool #AB3691
		4.000%, 10/01/2041		181,948
	22,408	Pool #AJ1562
		4.000%, 10/01/2041		23,664

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
$	24,483	Pool #AJ1972
		4.000%, 10/01/2041	$	25,855
	3,281,625	Pool #AJ2212
		4.500%, 10/01/2041		3,522,957
	44,992	Pool #AJ3146
		4.500%, 10/01/2041		48,202
	239,651	Pool #AJ4044
		4.000%, 10/01/2041		253,194
	33,668	Pool #AJ4756
		4.000%, 10/01/2041		35,569
	1,891,009	Pool #AL0933
		5.000%, 10/01/2041		2,066,423
	1,318,150	Pool #AB3876
		4.000%, 11/01/2041		1,383,662
	27,112	Pool #AJ3330
		4.000%, 11/01/2041		28,638
	30,478	Pool #AJ4549
		4.000%, 11/01/2041		32,192
	23,300	Pool #AJ4698
		4.000%, 11/01/2041		24,614
	46,607	Pool #AJ5424
		4.000%, 11/01/2041		49,238
	24,951	Pool #AJ7840
		4.000%, 11/01/2041		26,348
	28,873	Pool #AB3995
		4.000%, 12/01/2041		30,503
	239,328	Pool #AB4054
		4.000%, 12/01/2041		252,835
	30,102	Pool #AI0848
		4.000%, 12/01/2041		31,798
	27,329	Pool #AJ4187
		4.000%, 12/01/2041		28,867
	35,906	Pool #AJ5736
		4.000%, 12/01/2041		37,925
	25,536	Pool #AJ5968
		4.000%, 12/01/2041		26,836
	34,926	Pool #AJ6061
		4.000%, 12/01/2041		36,907
	24,416	Pool #AJ7868
		4.000%, 12/01/2041		25,794
	49,965	Pool #AJ8104
		4.000%, 12/01/2041		52,791

Principal
Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
$	29,275	Pool #AJ8109
		4.000%, 12/01/2041	$	30,923
	23,398	Pool #AJ8171
		4.000%, 12/01/2041		24,714
	37,327	Pool #AJ8341
		4.000%, 12/01/2041		39,442
	58,414	Pool #AJ8436
		4.000%, 12/01/2041		61,707
	23,540	Pool #AJ8912
		4.000%, 12/01/2041		24,874
	28,024	Pool #AJ9248
		4.000%, 12/01/2041		29,607
	39,133	Pool #AJ2446
		4.000%, 01/01/2042		41,140
	36,503	Pool #AJ7538
		4.000%, 01/01/2042		38,572
	15,269	Pool #AJ8001
		4.000%, 01/01/2042		16,048
	36,597	Pool #AJ8369
		4.000%, 01/01/2042		38,675
	32,762	Pool #AJ9162
		4.000%, 01/01/2042		34,621
	177,499	Pool #AJ9330
		4.000%, 01/01/2042		187,580
	22,750	Pool #AJ9779
		4.000%, 01/01/2042		24,031
	29,421	Pool #AK0170
		4.000%, 01/01/2042		31,081
	60,945	Pool #AK0543
		4.000%, 01/01/2042		64,392
	24,607	Pool #AK0563
		4.000%, 01/01/2042		25,988
	54,467	Pool #AK1827
		4.000%, 01/01/2042		57,558
	2,564,245	Pool #AB4941
		3.500%, 04/01/2042		2,613,504
	2,591,990	Pool #AJ0130
		3.500%, 05/01/2042		2,645,377
	9,114,290	Pool #AT3202
		3.500%, 05/01/2042		9,292,377
	379,295	Pool #AO4164
		4.000%, 06/01/2042		395,255

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		MORTGAGE BACKED SECURITIES (Continued)
$	188,275	Pool #AB5529
		4.000%, 07/01/2042	$	196,226
	329,679	Pool #AB6228
		3.500%, 09/01/2042		336,589
	2,000,000	Pool #TBA
		3.000%, 10/15/2042		1,954,375
	326,726	Pool #AL3896
		4.500%, 01/01/2043		350,023
	596,299	Pool #AQ9316
		2.500%, 01/01/2043		555,694
	3,453,136	Pool #MA1510
		4.000%, 07/01/2043		3,599,148
		Government National Mortgage Association
	238,977	Pool #752842X
		3.950%, 07/15/2025		250,061
	32,122	Pool #614436X
		5.000%, 08/15/2033		34,995
	525,539	Pool #618907X
		5.000%, 09/15/2033		577,710
	62,491	Pool #605098X
		5.000%, 03/15/2034		68,667
	70,364	Pool #520279X
		5.000%, 11/15/2034		77,199
	1,153,135	Pool #644812X
		6.000%, 05/15/2035		1,288,568
	1,140,206	Pool #688021X
		6.000%, 10/15/2038		1,260,771
	83,875	Pool #736686X
		5.000%, 02/15/2039		91,391
	1,440,876	Pool #723248
		5.000%, 10/15/2039		1,603,017
	573,573	Pool #726382
		5.000%, 10/15/2039		638,510
	361,304	Pool #782916X
		5.500%, 02/15/2040		396,163
	1,212,589	Pool #752599C
		4.000%, 10/20/2040		1,285,994
	1,782,494	Pool #752631C
		4.500%, 10/20/2040		1,949,747
	2,115,713	Pool #AD8801X
		3.500%, 03/15/2043		2,182,705
		Total Mortgage Backed Securities (Cost $99,017,721)		100,712,522

Principal
Amount			Value
		MUNICIPAL DEBT OBLIGATIONS - 0.43%
		California, GO,
$	230,000	7.500%, 04/01/2034	$	292,114
	175,000	7.950%, 03/01/2036		202,800
	425,000	7.550%, 04/01/2039		553,563
	60,000	New York City Transitional Finance
		Authority, Revenue Bond,
		5.000%, 05/01/2042		62,501
		University of California, Refunding,
		Revenue Bond,
	205,000	4.601%, 05/15/2031		205,465
	155,000	5.000%, 05/15/2038		163,465
		Total Municipal Debt Obligations (Cost $1,392,456)		1,479,908
		U.S. GOVERNMENT AGENCY ISSUES - 1.47%
		Federal Home Loan Mortgage Corp.
	300,000	0.500%, 10/15/2013		299,964
	1,300,000	1.000%, 03/08/2017		1,305,135
	400,000	1.250%, 05/12/2017		403,085
	1,200,000	1.000%, 06/29/2017		1,198,339
		Federal National Mortgage Association
	200,000	4.125%, 04/15/2014		204,364
	1,700,000	0.625%, 10/30/2014		1,708,631
		Total U.S. Government Agency Issues (Cost $5,093,908)		5,119,518
		U.S. TREASURY OBLIGATIONS - 13.53%
		U.S. Treasury Bonds - 2.41%
	700,000	5.375%, 02/15/2031		892,992
	6,780,000	3.125%, 11/15/2041		6,115,241
	1,370,000	3.625%, 08/15/2043 (c)		1,354,374
		U.S. Treasury Notes - 11.12%
	870,000	0.375%, 03/15/2015		872,141
	1,170,000	1.750%, 07/31/2015		1,201,055
	3,960,000	2.000%, 04/30/2016		4,113,450
	3,950,000	0.625%, 07/15/2016		3,955,708
	5,180,000	0.875%, 01/31/2017		5,193,354
	2,720,000	0.875%, 04/30/2017		2,717,982
	4,005,000	1.500%, 08/31/2018		4,032,066
	6,335,000	2.000%, 11/15/2021		6,193,945
	10,670,000	2.000%, 02/15/2022		10,374,494
		Total U.S. Treasury Obligations (Cost $47,408,604)		47,016,802

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		SHORT TERM INVESTMENTS - 3.65%
		Money Market Funds - 3.65%
	12,699,183	Federated Prime Obligations Fund	$	12,699,183
		Total Short Term Investments (Cost $12,699,183)		12,699,183
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 1.02%
		Money Market Funds - 1.01%
	3,534,506	First American Government
		Obligations Fund		3,534,506
	4,931	Reserve Primary Fund (f)		191
		Total Money Market Funds (Cost $3,538,761)		3,534,697

Principal
Amount			Value
		Cash - 0.01%
$	26,218	Cash	$	26,218
		Total Cash (Cost $26,218)		26,218
		Total Investments Purchased as Securities Lending Collateral (Cost $3,564,979)		3,560,915
		Total Investments (Cost $353,055,820) - 102.04%		354,711,052
		Liabilities in Excess of Other Assets - (2.04)%		(7,101,934	)
		TOTAL NET ASSETS - 100.00%	$	347,609,118

Percentages are stated as a percent of net assets.

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

(a)	Variable Rate Security. The rate shown is the rate in effect on September 30, 2013.
(b)	Restricted securities as defined in Rule 144(a) under the Securities Act of 1933. Such securities are treated as liquid securities according to the Fund’s liquidity guidelines. The value of these securities total $20,869,745, which represents 6.00% of total net assets.
(c)	All or portion of this security is on loan.
(d)	Non-income producing. Item identified as in default as to payment of interest.
(e)	Restricted securities as defined in Rule 144(a) under the Securities Act of 1933. Such securities are treated as illiquid securities according to the Fund’s liquidity guidelines. The value of these securities total $10,514, which represents 0.00% of total net assets.
(f)	As of September 30, 2013, the Fund has fair valued this security and deemed it illiquid. The value of this security is $191, which represents 0.00% of total net assets.
(g)	As of September 30, 2013, the Fund has fair valued this security. The value of this security is $422,790, which represents 0.12% of total net assets.

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2013

Principal
Amount			Value
		MUNICIPAL DEBT OBLIGATIONS - 95.67%
		Alaska - 1.16%
$	195,000	Northern Tobacco Securitization Corp.,
		Series A, Refunding, Revenue Bond,
		5.000%, 06/01/2046	$	134,800
	500,000	Valdez Marine Terminal - BP Pipelines,
		Series B, Refunding, Revenue Bond,
		BP Plc Insured,
		5.000%, 01/01/2021		573,420
				708,220
		Arizona - 2.77%
	590,000	Arizona University System Board of
		Regents, Series A, Refunding,
		Revenue Bond,
		5.000%, 07/01/2028		642,221
	450,000	Phoenix Civic Improvement
		Wastewater System, Refunding,
		Revenue Bond,
		5.000%, 07/01/2020		497,772
	500,000	Salt River Project, Series A,
		Revenue Bond,
		5.000%, 01/01/2021		555,990
				1,695,983
		Arkansas - 1.16%
	210,000	Springdale School District,
		Refunding, GO,
		3.000%, 06/01/2024		206,039
	500,000	University of Arkansas, Series A,
		Revenue Bond,
		4.125%, 11/01/2030		502,890
				708,929
		California - 7.67%
	445,000	California Economic Recovery,
		Series A, Refunding, GO,
		5.250%, 07/01/2021		521,785
	395,000	California Municipal Finance
		Authority, Mobile Home Park,
		Series A, Refunding, Revenue Bond,
		6.400%, 08/15/2045		419,707
	350,000	California Statewide Community
		Development Authority, Refunding,
		Revenue Bond,
		6.125%, 07/01/2046		328,881

Principal
Amount			Value
		California (Continued)
$	320,000	California Statewide Community
		Development Authority, Series A,
		Revenue Bond,
		5.000%, 04/01/2042	$	320,877
	1,000,000	California, GO,
		6.500%, 04/01/2033		1,187,780
	100,000	California, Refunding, GO,
		5.000%, 09/01/2022		117,414
	200,000	Golden State Tobacco Securitization,
		Series A, Refunding, Revenue Bond,
		5.750%, 06/01/2047		153,692
	1,000,000	Los Angeles Department of Airports,
		Series A, Refunding, Revenue Bond,
		5.250%, 05/15/2029		1,086,370
	500,000	San Mateo Joint Powers Financing
		Authority, Series A, Refunding,
		Revenue Bond,
		5.250%, 07/15/2025		558,200
				4,694,706
		Colorado - 2.59%
	280,000	Colorado Health Facilities Authority,
		Refunding, Revenue Bond,
		5.000%, 12/01/2028		292,970
	500,000	Colorado Regional Transportation
		District, Series A, Revenue Bond,
		5.000%, 11/01/2027		561,190
	700,000	Regional Transportation District,
		Revenue Bond,
		6.000%, 01/15/2026		733,229
				1,587,389
		Connecticut - 0.92%
	500,000	Connecticut Health & Educational
		Facilities Authority, Series A,
		Refunding, Revenue Bond,
		5.000%, 07/01/2025		564,895
		District of Columbia - 0.65%
	380,000	District of Columbia, Series A,
		Revenue Bond,
		5.000%, 10/01/2029		398,589
		Florida - 2.31%
	300,000	Brevard County Health Facilities
		Authority, Revenue Bond,
		7.000%, 04/01/2039		325,074

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Florida (Continued)
$	500,000	Florida Board of Education,
		Series C, Refunding, GO,
		4.000%, 06/01/2025	$	526,550
	500,000	Miami-Dade County Health Facilities,
		Series A, Refunding, Revenue Bond,
		5.250%, 08/01/2021		559,795
				1,411,419
		Georgia - 2.02%
	350,000	Atlanta Water & Wastewater,
		Revenue Bond,
		6.250%, 11/01/2039		389,512
	430,000	Georgia, Series I, Refunding, GO,
		5.000%, 07/01/2021		518,004
	325,000	Marietta Development Authority,
		Revenue Bond,
		7.000%, 06/15/2039		331,974
				1,239,490
		Guam - 0.35%
	215,000	Guam International Airport Authority,
		Series B, Refunding, Revenue Bond,
		5.250%, 10/01/2017		215,000
		Hawaii - 0.93%
	85,000	Hawaii, Series CW, Refunding, GO
		5.000%, 04/01/2024		93,929
	415,000	Hawaii, Series DJ, GO,
		5.000%, 04/01/2024		475,100
				569,029
		Idaho - 1.90%
	1,000,000	Boise-Kuna District, Revenue Bond,
		7.375%, 06/01/2034		1,088,050
	75,000	Nampa Development Corp.,
		Tax Allocation,
		5.000%, 09/01/2031		72,247
				1,160,297
		Illinois - 3.52%
	225,000	Illinois Financial Authority,
		Revenue Bond,
		7.000%, 08/15/2044		243,934
		Railsplitter Tobacco Settlement
		Authority, Revenue Bond,
	750,000	5.000%, 06/01/2018		828,510
	500,000	6.250%, 06/01/2024		537,520

Principal
Amount			Value
		Illinois (Continued)
$	500,000	University of Illinois, Series C,
		Revenue Bond,
		5.000%, 04/01/2026	$	545,350
				2,155,314
		Indiana - 2.47%
	500,000	Fishers Industry Redevelopment
		District, Saxony Project,
		Revenue Bond,
		5.250%, 07/15/2034		518,905
	400,000	Sheridan Community School’s
		Building Corporation, Revenue
		Bond, FSA Insured,
		5.500%, 07/15/2020		444,796
	500,000	Tri-Creek Middle School Building
		Corp., Revenue Bond, FSA Insured,
		5.250%, 07/15/2021		545,335
				1,509,036
		Iowa - 1.01%
	600,000	Iowa Finance Authority Pollution
		Control, Revenue Bond,
		FGIC Insured,
		5.000%, 07/01/2014		619,986
		Kansas - 0.49%
	455,000	Wyandotte County/Kansas City
		Unified Government, Series B,
		Refunding, Revenue Bond,
		0.000%, 06/01/2021 (a)		299,053
		Louisiana - 1.49%
	800,000	Louisiana Citizens Property,
		Revenue Bond,
		6.750%, 06/01/2026		912,352
		Maryland - 3.49%
	325,000	Anne Arundel County, Tax Allocation,
		6.100%, 07/01/2040		338,803
	600,000	Maryland Department of
		Transportation County T
		Construction, Revenue Bond,
		5.500%, 02/01/2017		691,344
	400,000	Maryland Department of
		Transportation, Revenue Bond,
		5.000%, 02/15/2026		450,540

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Maryland (Continued)
$	400,000	Maryland Student Housing Economic
		Development, Revenue Bond,
		5.750%, 06/01/2033	$	413,312
	250,000	Prince George’s County, Series B,
		Refunding, GO,
		3.000%, 03/01/2026		244,907
				2,138,906
		Massachusetts - 3.43%
	250,000	Cambridge, GO,
		3.000%, 02/15/2018		268,645
	430,000	Massachusetts Development Finance
		Agency, Series A, Revenue Bond,
		5.450%, 04/15/2014		435,035
	785,000	Massachusetts Health & Educational
		Facilities Authority, Series A,
		Refunding, Revenue Bond,
		5.500%, 11/15/2036		873,478
	500,000	Massachusetts Health & Educational
		Facilities Authority, Series B,
		Revenue Bond,
		5.000%, 10/01/2038		525,445
				2,102,603
		Minnesota - 1.44%
	250,000	Minneapolis & St. Paul Housing &
		Redevelopment Authority,
		Series B-1, Refunding,
		Revenue Bond,
		0.240%, 11/15/2035 (b)		250,000
	560,000	Rochester Health Care Facilities
		Mayo Clinic, Series C, Revenue Bond,
		4.500%, 11/15/2038 (b)		629,541
				879,541
		Missouri - 3.05%
	135,000	Missouri Board of Public Buildings,
		Series A, Refunding, Revenue Bond,
		3.000%, 10/01/2026		122,141
	500,000	Missouri Health & Educational
		Facilities Authority, Series A,
		Revenue Bond,
		5.375%, 03/15/2039		538,100
	500,000	Missouri Highway & Transportation
		Commission, Series B, Revenue Bond,
		5.000%, 05/01/2024		548,750

Principal
Amount			Value
		Missouri (Continued)
$	250,000	Sikeston Electric, Refunding,
		Revenue Bond,
		5.000%, 06/01/2018	$	274,213
	350,000	St. Louis Airport, Revenue Bond,
		6.625%, 07/01/2034		386,319
				1,869,523
		Nebraska - 0.90%
	500,000	Omaha Public Power Distributors,
		Series B, Revenue Bond,
		5.000%, 02/01/2027		550,460
		New Hampshire - 0.20%
	120,000	New Hampshire Health & Educational
		Facilities Authority, Refunding,
		Revenue Bond,
		5.000%, 07/01/2027		123,764
		New Jersey - 3.78%
	150,000	City of Paterson, Refunding, GO,
		5.000%, 01/15/2024		166,440
	500,000	New Jersey State Transportation
		Trust Fund Authority, Series A,
		Refunding, Revenue Bond,
		5.500%, 12/15/2021		592,240
	500,000	New Jersey State Transportation
		Trust Fund Authority, Series B,
		Revenue Bond,
		5.000%, 06/15/2042		506,340
	300,000	New Jersey Turnpike Authority,
		Series A, Revenue Bond,
		5.000%, 01/01/2038		308,103
	300,000	New Jersey Turnpike Authority,
		Series B, Refunding, Revenue Bond,
		5.000%, 01/01/2022		345,414
	555,000	Tobacco Settlement Financing Corp.,
		Series 1A, Refunding, Revenue Bond,
		5.000%, 06/01/2041		397,558
				2,316,095
		New York - 8.66%
	325,000	Brooklyn Arena Local Development
		Corp., Revenue Bond,
		6.500%, 07/15/2030		351,523
	500,000	Build NYC Resource Corp.,
		Refunding, Revenue Bond,
		5.000%, 08/01/2020		551,885

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		New York (Continued)
$	480,000	Hudson Yards Infrastructure Corp.,
		Series A, Revenue Bond,
		5.750%, 02/15/2047	$	508,901
	500,000	Metropolitan Transportation Authority,
		Series F, Revenue Bond,
		5.000%, 11/15/2014		526,175
	95,000	Nassau County Local Economic
		Assistance Corp., Refunding,
		Revenue Bond,
		5.000%, 07/01/2019		105,217
	40,000	New York City Industrial Development
		Agency, Series A, Refunding,
		Revenue Bond,
		5.000%, 07/01/2022		40,850
	325,000	New York Dormitory Authority,
		Revenue Bond,
		6.125%, 12/01/2029		327,320
	250,000	New York Dormitory Authority,
		Series B, Refunding, Revenue Bond,
		5.000%, 07/01/2038		263,933
	500,000	New York Environmental Facilities,
		Revenue Bond,
		5.500%, 10/15/2027		615,140
	900,000	New York, GO,
		5.375%, 04/01/2036		991,719
	500,000	New York, Series E, GO,
		4.000%, 12/15/2027		518,750
	500,000	Tobacco Settlement Financing Corp.,
		Revenue Bond,
		5.250%, 06/01/2021		501,665
				5,303,078
		North Carolina - 2.54%
	500,000	North Carolina Capital Facilities
		Finance Agency, Series B,
		Refunding, Revenue Bond,
		5.000%, 10/01/2038		521,185
	320,000	North Carolina Eastern Municipal
		Power Agency Power Systems,
		Series A, Revenue Bond,
		5.000%, 01/01/2025		352,579
	250,000	North Carolina Eastern Municipal
		Power Agency Power Systems,
		Series B, Refunding, Revenue Bond,
		6.250%, 01/01/2023		310,362

Principal
Amount			Value
		North Carolina (Continued)
$	305,000	North Carolina, Series C,
		Refunding, GO,
		5.000%, 05/01/2022	$	368,242
				1,552,368
		North Dakota - 0.86%
	500,000	University of North Dakota,
		Refunding, Revenue Bond,
		5.000%, 04/01/2032		528,695
		Ohio - 2.27%
	375,000	Buckeye Tobacco Settlement
		Financial Authority, Series A,
		Revenue Bond,
		5.875%, 06/01/2047		281,422
	500,000	Ohio Air Quality Development
		Authority, Series A, Revenue Bond,
		5.700%, 08/01/2020		556,630
	500,000	Ohio Higher Education Facilities
		Commission, Refunding,
		Revenue Bond,
		5.000%, 01/01/2026		549,525
				1,387,577
		Oregon - 0.72%
	400,000	Clackamas County School
		District, GO,
		5.000%, 06/15/2021 (b)		440,024
		Pennsylvania - 6.96%
	1,000,000	Allegheny County Hospital
		Development Authority, Series A,
		Revenue Bond,
		5.000%, 09/01/2014		1,043,860
	180,000	Allegheny County Industrial
		Development Authority, Refunding,
		Revenue Bond,
		6.500%, 05/01/2017		189,880
	350,000	Butler County Hospital Authority,
		Revenue Bond,
		7.125%, 07/01/2029		412,489
	200,000	Montgomery County Industrial
		Development Authority,
		Revenue Bond,
		6.000%, 02/01/2021		200,080

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Pennsylvania (Continued)
$	400,000	Pennsylvania Economic Development
		Financing Authority, Albert Einstein
		Health Care, Series A, Refunding,
		Revenue Bond,
		6.250%, 10/15/2023	$	430,064
	205,000	Pennsylvania Economic Development
		Financing Authority, Allegheny
		Energy Supply, Revenue Bond,
		7.000%, 07/15/2039		209,354
		Pennsylvania Higher Educational
		Facilities Authority, Revenue Bond,
	500,000	5.250%, 07/01/2019		531,760
	400,000	5.800%, 07/01/2030		399,960
	250,000	Pennsylvania Higher Educational
		Facilities Authority, Series E,
		Refunding, Revenue Bond,
		5.000%, 05/15/2019		284,945
	500,000	Philadelphia Gas Works, Refunding,
		Revenue Bond,
		5.250%, 08/01/2017		560,755
				4,263,147
		Puerto Rico - 1.14%
	620,000	Puerto Rico Commonwealth, Series B,
		Prerefunded, Refunding, GO,
		5.250%, 07/01/2032		697,990
		South Carolina - 1.12%
	250,000	South Carolina Public Service
		Authority, Series E, Revenue Bond,
		5.000%, 12/01/2048		245,915
	450,000	South Carolina Transportation
		Infrastructure Bank, Series B,
		Refunding, Revenue Bond,
		4.000%, 10/01/2030		437,013
				682,928
		South Dakota - 0.84%
	500,000	South Dakota Housing Development
		Authority, Series A, Revenue Bond,
		4.250%, 05/01/2015		513,815

Principal
Amount				Value
		Texas - 11.97%
$	430,000	Central Texas Regional Mobility
		Authority, Series A, Refunding,
		Revenue Bond,
		6.000%, 01/01/2041		$	434,223
	635,000	Clifton Texas Higher Education
		Finance Corp., Series A, Refunding,
		Revenue Bond,
		4.000%, 12/01/2015			645,370
	200,000	Dallas-Fort Worth International
		Airport, Series B, Revenue Bond,
		5.000%, 11/01/2026	��		214,464
	515,000	Frisco Texas Independent School
		District, Series A, GO,
		6.000%, 08/15/2038			584,705
	300,000	Grand Parkway Transportation Corp.,
		Series B, Revenue Bond,
		5.000%, 04/01/2053			292,929
	425,000	Harris County Industrial Development,
		Revenue Bond,
		5.000%, 02/01/2023			454,928
	500,000	Houston, GO,
		5.250%, 03/01/2028			553,335
	580,000	La Porte Independent School
		District, GO,
		5.250%, 02/15/2024			645,273
	250,000	North Texas Tollway Authority,
		Series A, Revenue Bond,
		5.000%, 09/01/2020			289,610
	770,000	North Texas Tollway Authority,
		Series E, Refunding, Revenue Bond,
		5.750%, 01/01/2038 (b)			849,333
	155,000	San Antonio Electric & Gas,
		Refunding, Revenue Bond,
		5.000%, 02/01/2022			183,453
	400,000	Texas Private Activity Surface
		Transportation Corp., LBJ
		Infrastructure, Revenue Bond,
		7.500%, 06/30/2033			454,876
		Texas Private Activity Surface
		Transportation Corp., Revenue Bond,
	445,000	7.500%, 12/31/2031			506,290
	85,000	7.000%, 12/31/2038			90,166
	115,000	6.750%, 06/30/2043			119,451

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Texas (Continued)
$	500,000	Texas Transportation Commission,
		Revenue Bond,
		5.000%, 04/01/2018	$	565,750
	400,000	Texas, Series A, GO,
		5.000%, 04/01/2022		444,600
				7,328,756
		Utah - 0.93%
	500,000	Utah Associated Municipal Power
		Systems San Juan Project,
		Refunding, Revenue Bond,
		5.500%, 06/01/2022		571,720
		Virginia - 2.66%
	1,000,000	Henry County Public Service
		Authority Water & Sewer,
		Refunding, Revenue Bond,
		FSA Insured,
		5.500%, 11/15/2019		1,144,730
	400,000	Virginia College Building Authority
		Educational Facilities, Revenue Bond,
		5.750%, 01/01/2034		484,568
				1,629,298
		Washington - 1.74%
	500,000	Energy Northwest Washington
		Electric, Series D, Revenue Bond,
		5.000%, 07/01/2035		526,000
	500,000	King County Hospital, Refunding,
		GO, MBIA Insured,
		5.000%, 12/01/2021		537,435
				1,063,435
		Wisconsin - 3.56%
	500,000	Southeast Wisconsin Professional
		Baseball Park Sales Tax, Series A,
		Revenue Bond, MBIA Insured,
		5.500%, 12/15/2026		578,295
	150,000	Wisconsin Health & Educational
		Facilities Authority, Series A,
		Revenue Bond,
		5.125%, 02/01/2038		133,832
	220,000	Wisconsin Public Finance Authority,
		Refunding, Revenue Bond,
		5.000%, 07/01/2022		223,095

Principal
Amount			Value
		Wisconsin (Continued)
$	150,000	Wisconsin Public Financing Authority,
		Refunding, Revenue Bond,
		5.750%, 10/01/2031	$	136,231
	1,000,000	Wisconsin, Series A, Refunding,
		Revenue Bond,
		6.000%, 05/01/2033		1,109,080
				2,180,533
		Total Municipal Debt Obligations (Cost $56,397,627)		58,573,943

Number of
Shares
		SHORT TERM INVESTMENTS - 2.57%
		Money Market Funds - 2.57%
	1,570,814	Fidelity Tax Exempt Portfolio		1,570,814
		Total Short Term Investments (Cost $1,570,814)		1,570,814
		Total Investments (Cost $57,968,441) - 98.24%		60,144,757
		Other Assets in Excess of Liabilities - 1.76%		1,077,917
		TOTAL NET ASSETS - 100.00%	$	61,222,674

Percentages are stated as a percent of net assets.

(a)	Zero coupon bond.
(b)	Variable Rate Security. The rate shown is the rate in effect on September 30, 2013.

Glossary of Terms

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

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2013

Principal
Amount			Value
		ASSET BACKED SECURITIES - 0.90%
$	190,000	Air Canada Class A
		Series 2013-1, 4.125%, 11/15/2026
		(Acquired 04/24/2013,
		Cost $190,000) (b)	$	178,838
	250,000	American Airlines Class A Pass
		Through Trust
		Series 2013-2, 4.950%, 07/15/2024
		(Acquired 07/24/2013,
		Cost $250,000) (b)		251,250
	200,000	American Express Credit Account
		Master Trust
		Series 2013-1A, 0.602%,
		02/16/2021 (a)		200,245
	137,000	AmeriCredit Automobile Receivables
		Trust
		Series 2013-4, 3.310%, 10/08/2019		137,600
		British Airways Plc
	208,000	Series 2013-1, 5.625%, 12/20/2021
		(Acquired 06/25/2013,
		Cost $208,000) (b)		213,720
	208,000	Series 2013-1, 4.625%, 12/20/2025
		(Acquired 06/25/2013,
		Cost $208,000) (b)		208,520
	505,155	Diamond Resorts Owner Trust
		Series 2011-1A, 4.000%, 03/20/2023
		(Acquired 04/21/2011,
		Cost $501,665) (b)		515,261
	270,000	Nissan Auto Receivables Owner Trust
		Series 2013-B, 0.520%, 04/15/2016		270,176
	160,053	Sierra Receivables Funding Co. LLC
		Series 2012-1A, 2.840%, 11/20/2028
		(Acquired 03/14/2012,
		Cost $160,019) (b)		161,019
		Total Asset Backed Securities (Cost $2,124,662)		2,136,629
		BANK LOANS - 3.96%
	85,000	Acosta
		5.000%, 03/02/2018		85,383
	75,000	Activision Blizzard, Inc.
		2.754%, 09/12/2020		75,094
		Alcatel-Lucent USA, Inc.
	544,971	5.750%, 01/30/2019		549,447
	383,075	6.250%, 01/30/2019		522,084

Principal
Amount			Value
		BANK LOANS (Continued)
$	75,000	Allflex Holdings III
		4.250%, 06/03/2020	$	75,352
	74,438	AmeriForge Group, Inc.
		5.000%, 12/19/2019		74,624
	129,025	AmWINS Group, Inc.
		5.000%, 09/06/2019		129,831
	124,062	AOT Bedding Super Holdings, LLC
		5.000%, 10/01/2019		124,579
	139,300	Apex Tool Group, LLC
		4.500%, 01/31/2020		139,953
	224,438	Arysta LifeScience Corp.
		4.500%, 05/22/2020		224,718
	236,400	Ascend Performance Materials LLC
		6.750%, 04/10/2018		224,875
	69,475	Asurion Corporation
		4.500%, 05/24/2019		68,935
	167,221	Blackboard, Inc.
		6.250%, 10/04/2018		168,726
	277,887	BMC Software, Inc.
		5.000%, 08/08/2020		279,580
	80,000	Boyd Gaming Corp.
		4.000%, 08/08/2020		80,033
		Brand Energy and Infrastructure
		Services, Inc.
	140,071	6.250%, 10/16/2018		140,749
	33,617	6.250%, 10/23/2018		33,780
	35,000	CeramTec
		4.250%, 07/30/2020		35,000
	50,000	Coinmach
		4.253%, 11/14/2019		50,000
	85,000	Cooper Gay Swett & Crawford Ltd.
		8.250%, 10/05/2020		84,150
	205,000	Crown Castle International Corp.
		3.250%, 01/31/2019		203,481
	74,438	Dematic Corp.
		5.250%, 12/28/2019		74,965
	69,824	Dole Food Company
		3.753%, 04/01/2020		69,810
	170,000	DS Waters of America, Inc.
		5.250%, 08/19/2020		170,956
	94,763	Dynegy, Inc.
		4.000%, 04/23/2020		94,743
	69,475	FleetPride Corp.
		5.250%, 11/19/2019		67,391

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		BANK LOANS (Continued)
$	57,857	Fogo de Chão Churrascaria LLC
		11.000%, 01/20/2020	$	58,074
	203,970	Fortescue Metals Group Ltd.
		5.250%, 10/18/2017		205,059
	190,000	Gardner Denver, Inc.
		4.250%, 07/23/2020		188,522
	153,838	Getty Images, Inc.
		4.750%, 10/18/2019		137,620
	45,000	Harbor Freight Tools USA, Inc.
		4.750%, 07/25/2019		45,529
	94,072	HarbourVest Partners
		4.750%, 11/21/2017		94,778
	34,913	Integra Telecom, Inc.
		5.250%, 02/22/2019		35,185
	155,000	Kasima, LLC
		3.250%, 05/17/2021		154,516
		Level 3 Communications, Inc.
	32,678	4.000%, 08/01/2019		32,752
	110,442	3.248%, 01/15/2020		110,696
	90,000	Matrix Acquisition Corp.
		4.000%, 06/03/2020		90,197
	95,000	MEI, Inc.
		5.000%, 08/15/2020		95,238
	234,413	Murray Energy Co.
		4.750%, 05/24/2019		234,486
	138,950	NXP Semiconductors USA, Inc.
		4.750%, 01/11/2020		141,295
	64,622	Orascom Construction Industries Co.
		6.250%, 08/13/2019		64,783
	219,450	Pacific Drilling Co.
		4.500%, 06/04/2018		220,712
	224,438	Pact Group Pty. Ltd.
		3.750%, 05/29/2020		221,772
	90,000	Paradigm
		10.500%, 07/24/2020		91,181
	270,000	Patriot Coal Corporation (DIP)
		9.250%, 10/04/2013		270,000
	183,613	Phoenix Services, LLC
		7.750%, 06/30/2017		184,990
	118,803	Pinnacle Agriculture Holdings, LLC
		4.750%, 11/06/2018		119,546
		Power Team Services
	5,000	3.250%, 05/06/2020		4,950
	40,000	4.250%, 05/06/2020		39,600

Principal
Amount			Value
		BANK LOANS (Continued)
$	105,000	Rocket Software, Inc.
		10.250%, 02/08/2019	$	105,158
	44,888	Seminole Hard Rock Hotel & Casino
		3.500%, 05/08/2020		44,906
	105,000	Sensus Metering Systems
		8.500%, 05/09/2018		102,900
	89,550	Sequa Corp.
		5.250%, 12/19/2017		89,979
	78,408	Six3 Systems, Inc.
		7.000%, 10/04/2019		78,898
	92,121	Sprouts Farmers Markets, LLC
		4.000%, 04/23/2020		92,524
	49,875	Stallion Oilfield Services, Inc.
		8.000%, 06/17/2018		50,872
	274,907	SUPERVALU, Inc.
		5.000%, 03/21/2019		274,521
	153,838	Taminco Group Holdings
		4.250%, 02/15/2019		154,799
	45,000	Tata Chemicals Ltd.
		3.750%, 08/07/2020		44,972
		The TriZetto Group, Inc.
	137,860	4.750%, 05/02/2018		128,899
	35,000	8.500%, 03/28/2019		31,150
	223,875	TI Automotive Limited
		5.500%, 03/27/2019		225,274
	50,000	Transdigm Group, Inc.
		3.750%, 02/25/2020		49,925
	29,700	Transtar, Inc.
		5.500%, 10/09/2018		29,886
	180,000	Triple Point Technology, Inc.
		9.250%, 07/10/2021		171,675
	64,513	Tube City IMS, LLC
		6.000%, 03/20/2019		64,227
	220,000	U.S. Airways Group, Inc.
		4.250%, 05/23/2019		219,358
	49,501	United Surgical Partners
		International, Inc.
		4.750%, 04/03/2019		49,934
	220,000	US Foods, Inc.
		4.500%, 03/31/2019		219,519
	143,913	Valeant Pharmaceuticals
		International, Inc.
		4.500%, 06/27/2020		145,149

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		BANK LOANS (Continued)
$	35,000	Warner Music Group
		3.750%, 07/01/2020	$	34,883
	48,911	WESCO International, Inc.
		4.500%, 12/12/2019		49,223
	218,599	Wilsonart International, Inc.
		4.000%, 10/31/2019		217,205
		Total Bank Loans (Cost $9,325,880)		9,365,556
		COLLATERALIZED MORTGAGE OBLIGATIONS - 14.81%
		Alternative Loan Trust
	183,910	Series 2003-4CB, 5.750%,
		04/25/2033		190,080
	100,632	Series 2004-14T2, 5.500%,
		08/25/2034		99,838
	96,172	Series 2006-4CB, 5.500%,
		04/25/2036		87,463
	247,277	Series 2006-J4, 6.250%,
		07/25/2036		166,347
	228,926	Series 2007-4CB, 5.750%,
		04/25/2037		197,787
	154,572	Banc of America Alternative
		Loan Trust
		Series 2003-10, 5.500%,
		12/25/2033		157,326
		Banc of America Funding Corp.
	205,378	Series 2004-B, 2.976%,
		11/20/2034 (a)		191,011
	2,120,891	Series 2006-3, 5.750%,
		03/25/2036		2,016,500
	118,299	Series 2008-R4, 0.643%, 07/25/2037
		(Acquired 10/17/2012,
		Cost $78,523) (a)(b)		73,375
		Bank of America Mortgage
		Securities, Inc.
	137,037	Series 2005-A, 2.945%,
		02/25/2035 (a)		134,995
	1,699,264	Series 2007-1, 6.000%,
		01/25/2037		1,684,353
	241,970	Bear Stearns Adjustable Rate
		Mortgage Trust
		Series 2004-1, 2.956%,
		04/25/2034 (a)		225,322

Principal
Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
$	240,000	Bear Stearns Commercial Mortgage
		Securities Trust
		Series 2003-PWR2, 6.060%,
		05/11/2039 (Acquired 03/06/2012,
		Cost $245,965) (a)(b)	$	243,521
	118,714	Bella Vista Mortgage Trust
		Series 2005-1, 0.463%,
		02/22/2035 (a)		102,038
	835,000	CFCRE Commercial Mortgage Trust
		Series 2011-C1, 5.732%, 04/15/2044
		(Acquired 04/19/2011 and 05/17/2011,
		Cost $828,301) (a)(b)		859,908
		Chase Mortgage Finance Trust
	1,425,005	Series 2007-S3, 6.000%,
		05/25/2037		1,223,159
	54,186	Series 2007-A1, 2.842%,
		02/25/2037 (a)		52,930
		CHL Mortgage Pass-Through Trust
	73,401	Series 2004-HYB4, 2.629%,
		09/20/2034 (a)		69,876
	320,381	Series 2004-HYB8, 3.532%,
		01/20/2035 (a)		309,753
	98,769	Series 2005-11, 0.463%,
		04/25/2035 (a)		78,721
	118,308	Series 2005-13, 5.500%,
		06/25/2035		117,107
	212,656	Series 2006-10, 6.000%,
		05/25/2036		189,031
	195,741	Series 2006-20, 6.000%,
		02/25/2037		173,550
	141,552	Citicorp Mortgage Securities Trust
		Series 2006-4, 6.000%,
		08/25/2036		143,678
	225,000	Citigroup Commercial Mortgage Trust
		Series 2013-375P, 3.635%,
		05/11/2035 (Acquired 05/16/2013,
		Cost $210,306) (a)(b)		192,485
	651,297	Citigroup Mortgage Loan Trust
		Series 2010-8, 4.000%, 11/25/2036
		(Acquired 11/01/2012,
		Cost $671,098) (b)		659,106

See notes to financial statements.

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

September 30, 2013

Principal
Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
		CitiMortgage Alternative Loan Trust
$	172,817	Series 2006-A3, 6.000%,
		07/25/2036	$	153,385
	329,687	Series 2007-A6, 6.000%,
		06/25/2037		264,688
	155,124	Series 2007-A6, 6.000%,
		06/25/2037		124,541
		Credit Suisse First Boston Mortgage
		Securities Corp.
	68,354	Series 2005-1, 5.250%,
		05/25/2028		70,087
	176,850	Series 2005-10, 5.500%,
		11/25/2035		154,768
	208,571	Credit Suisse Mortgage Capital
		Certificates
		Series 2006-8, 6.500%,
		10/25/2021		176,263
		Credit Suisse Mortgage Capital
		Mortgage-Backed Securities
	832,109	Series 2006-9, 6.000%,
		11/25/2036		791,996
	840,617	Series 2007-1, 6.000%,
		02/25/2037		753,515
	100,000	Del Coronado Trust
		Series 2013-HDMZ, 5.183%,
		03/15/2018 (Acquired 04/01/2013,
		Cost $100,163) (a)(b)		100,440
	1,102,701	Deutsche Alt-A Securities, Inc.
		Series 2006-AR1, 5.368%,
		02/25/2036 (a)		877,070
	381,000	Extended Stay America Trust
		Series 2013-ESH, 4.171%,
		12/05/2031 (Acquired 01/31/2013,
		Cost $398,097) (a)(b)		383,730
	699,367	First Horizon Alternative Mortgage
		Securities
		Series 2007-FA4, 6.250%,
		08/25/2037		601,831
	850,357	First Horizon Mortgage
		Pass-Through Trust
		Series 2007-4, 6.000%,
		08/25/2037		799,307

Principal
Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
		GMAC Mortgage Loan Trust
$	22,771	Series 2003-J7, 5.000%,
		11/25/2033	$	23,251
	290,451	Series 2005-AR4, 3.494%,
		07/19/2035 (a)		265,115
		GSR Mortgage Loan Trust
	168,609	Series 2004-14, 2.718%,
		12/25/2034 (a)		167,056
	59,721	Series 2004-14, 3.068%,
		12/25/2034 (a)		51,798
	195,377	Series 2005-AR4, 2.714%,
		07/25/2035 (a)		178,260
	205,000	Series 2005-AR6, 2.663%,
		09/25/2035 (a)		200,577
	245,883	Series 2006-8F, 6.000%,
		09/25/2036		208,796
	1,424,835	Series 2006-9F, 6.500%,
		10/25/2036		1,259,948
	737,221	Series 2007-4F, 6.000%,
		07/25/2037		685,856
	647,820	Impac Secured Assets Trust
		Series 2007-2, 0.303%,
		05/25/2037 (a)		417,567
	967,181	IndyMac IMJA Mortgage Loan Trust
		Series A-1, 6.250%, 11/25/2037		873,916
		IndyMac Index Mortgage Loan Trust
	927,695	Series 2005-AR1, 2.630%,
		03/25/2035 (a)		911,951
	55,374	Series 2005-AR16IP, 0.513%,
		07/25/2045 (a)		48,734
		JP Morgan Chase Commercial
		Mortgage Securities Trust
	98,906	Series 2013-JWMZ, 6.182%,
		04/15/2018 (Acquired 05/23/2013,
		Cost $99,940) (a)(b)		100,004
	8,698,685	Series 2012-C8, 2.365%,
		10/17/2045 (a)(c)		1,037,992
		JP Morgan Mortgage Trust
	188,879	Series 2005-A2, 2.554%,
		04/25/2035 (a)		187,377
	104,736	Series 2005-A5, 2.881%,
		08/25/2035 (a)		103,081

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
$	207,348	Series 2005-S3, 6.000%,
		01/25/2036	$	181,842
	195,276	Series 2007-S1, 5.750%,
		03/25/2037		160,192
		Master Adjustable Rate Mortgages
		Trust
	1,040,946	Series 2006-2, 2.970%,
		01/25/2036 (a)		986,402
	452,401	Series 2006-2, 2.917%,
		04/25/2036 (a)		422,837
		MASTR Alternative Loan Trust
	68,079	Series 2003-9, 5.250%,
		11/25/2033		71,214
	73,183	Series 2004-5, 5.500%,
		06/25/2034		75,115
	79,358	Series 2004-5, 6.000%,
		06/25/2034		82,330
	185,113	Series 2004-8, 6.000%,
		09/25/2034		185,568
	260,863	Merrill Lynch Alternative Note
		Asset Trust
		Series 2007-F1, 6.000%,
		03/25/2037		186,645
	130,079	Merrill Lynch Mortgage Investors
		Trust
		Series 2006-2, 2.200%,
		05/25/2036 (a)		127,783
	400,000	Morgan Stanley Capital I Trust
		Series 2011-C2, 5.493%,
		06/17/2044 (Acquired 06/22/2011,
		Cost $346,282) (a)(b)		379,436
		Morgan Stanley Mortgage Loan Trust
	1,443,153	Series 2005-10, 6.000%,
		12/25/2035		1,193,919
	333,322	Series 2006-11, 6.000%,
		08/25/2036		286,487
	200,000	Motel 6 Trust
		Series 2012-MTL6, 3.781%,
		10/07/2025 (Acquired 11/02/2012,
		Cost $199,999) (a)(b)		194,668
	118,419	New York Mortgage Trust
		Series 2006-1, 2.862%,
		05/25/2036 (a)		103,068

Principal
Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
		Residential Asset Securitization Trust
$	376,180	Series 2005-A8CB, 5.375%,
		07/25/2035	$	319,235
	1,344,555	Series 2007-A2, 6.000%,
		04/25/2037		1,191,359
	72,345	Series 2007-A5, 6.000%,
		05/25/2037		63,416
	1,060,686	Series 2007-A6, 6.000%,
		06/25/2037		924,818
	1,341,652	Series 2007-A7, 6.000%,
		07/25/2037		1,060,644
	177,660	Residential Funding Mortgage
		Securities I
		Series 2006-S1, 5.750%,
		01/25/2036		179,392
		Structured Adjustable Rate Mortgage
		Loan Trust
	249,320	Series 2004-16, 2.510%,
		11/25/2034 (a)		240,293
	93,152	Series 2005-14, 0.503%,
		07/25/2035 (a)		77,320
	180,738	Structured Asset Securities Corp.
		Mortgage Pass-Through
		Series 2004-20, 5.750%,
		11/25/2034		192,446
	1,809,090	SunTrust Alternative Loan Trust
		Series 2005-1F, 5.750%,
		12/25/2035		1,626,066
		WaMu Mortgage Pass-Through
		Certificates
	198,691	Series 2004-AR14, 2.430%,
		01/25/2035 (a)		201,651
	51,803	Series 2006-AR17, 0.987%,
		12/25/2046 (a)		48,113
	275,758	Series 2006-AR19, 2.204%,
		01/25/2047 (a)		245,550
	96,409	Series 2007-OA3, 0.934%,
		04/25/2047 (a)		86,667
	51,373	Series 2004-CB2, 5.500%,
		07/25/2034		53,235
	541,240	Wells Fargo Alternative Loan Trust
		Series 2007-PA1, 6.000%,
		03/25/2037		457,629

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		COLLATERALIZED MORTGAGE OBLIGATIONS (Continued)
		Wells Fargo Mortgage Backed
		Securities Trust
$	55,207	Series 2003-J, 4.532%,
		10/25/2033 (a)	$	55,575
	153,715	Series 2004-A, 4.743%,
		02/25/2034 (a)		155,365
	177,725	Series 2005-11, 5.500%,
		11/25/2035		181,038
	118,528	Series 2005-17, 5.500%,
		01/25/2036		119,629
	1,290,849	Series 2006-4, 5.500%,
		04/25/2036		1,256,893
		Total Collateralized Mortgage Obligations (Cost $35,038,764)		34,986,000

Number of
Shares
		COMMON STOCKS - 1.50%
		Banks - 0.03%
	1,386	HSBC Holdings Plc - ADR		75,204
		Chemicals - 0.16%
	1,149	Rockwood Holdings, Inc.		76,868
	4,838	The Dow Chemical Co.		185,779
	4,610	Tronox Ltd.		112,807
				375,454
		Diversified Financial Services - 0.05%
	2,213	JPMorgan Chase & Co.		114,390
		Diversified Telecommunication Services - 0.22%
	3,328	AT&T, Inc.		112,553
	5,466	Deutsche Telekom AG - ADR		79,804
	5,482	Orange SA - ADR		68,580
	5,051	Telefonica SA - ADR (d)		78,189
	3,962	Verizon Communications, Inc.		184,867
				523,993
		Food & Staples Retailing - 0.08%
	1,957	CVS Caremark Corp.		111,060
	995	Wal-Mart Stores, Inc.		73,590
				184,650
		Industrial Conglomerates - 0.03%
	634	Siemens AG - ADR		76,403

Number of
Shares			Value
		Machinery - 0.05%
	4,379	Komatsu Ltd. - ADR (d)	$	109,781
		Office Electronics - 0.02%
	1,139	Canon, Inc. - ADR		36,448
		Oil & Gas - 0.27%
	1,210	Chevron Corp.		147,015
	1,731	Exxon Mobil Corp.		148,935
	1,751	Royal Dutch Shell Plc - ADR		115,006
	3,359	Statoil ASA - ADR		76,182
	2,679	Total SA - ADR		155,168
				642,306
		Pharmaceuticals - 0.19%
	988	Bayer AG - ADR		116,525
	2,248	GlaxoSmithKline Plc - ADR		112,782
	3,962	Pfizer, Inc.		113,749
	2,258	Sanofi - ADR		114,322
				457,378
		Semiconductor & Semiconductor
		Equipment - 0.10%
	1,239	KLA-Tencor Corp.		75,393
	3,759	Texas Instruments, Inc.		151,375
				226,768
		Software - 0.02%
	1,161	Microsoft Corp.		38,673
		Tobacco - 0.13%
	3,231	Altria Group, Inc.		110,985
	712	British American Tobacco Plc - ADR		74,867
	1,271	Philip Morris International, Inc.		110,056
				295,908
		Trading Companies & Distributors - 0.06%
	1,839	Mitsubishi Corp. - ADR (d)		74,296
	251	Mitsui & Co. Ltd. - ADR (d)		73,166
				147,462
		Transportation - 0.01%
	22	CEVA Holdings, LLC (d)(e)		29,791
		Wireless Telecommunication Services - 0.08%
	5,681	Vodafone Group Plc - ADR		199,858
		Total Common Stocks (Cost $3,218,632)		3,534,467

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CONVERTIBLE OBLIGATIONS - 1.88%
		Auto Components - 0.06%
$	60,000	TRW Automotive, Inc.
		3.500%, 12/01/2015	$	146,775
		Automobiles - 0.17%
	205,000	Ford Motor Co.
		4.250%, 11/15/2016		406,028
		Biotechnology - 0.16%
	135,000	Gilead Sciences, Inc.
		1.625%, 05/01/2016		374,035
		Communications Equipment - 0.09%
	135,000	Ciena Corp.
		3.750%, 10/15/2018
		(Acquired 01/17/2012,
		Cost $139,253) (b)		199,547
		Computers & Peripherals - 0.15%
	110,000	EMC Corp.
		1.750%, 12/01/2013		175,863
	130,000	SanDisk Corp.
		1.500%, 08/15/2017		172,575
				348,438
		Energy Equipment & Services - 0.07%
	135,000	Hornbeck Offshore Services, Inc.
		1.500%, 09/01/2019		174,825
		Internet & Catalog Retail - 0.16%
		priceline.com, Inc.
	93,000	1.000%, 03/15/2018		119,970
	253,000	0.350%, 06/15/2020
		(Acquired 08/07/2013 through
		09/13/2013, Cost $257,639) (b)		266,124
				386,094
		Metals & Mining - 0.41%
	780,000	B2Gold Corp.
		3.250%, 10/01/2018
		(Acquired 08/19/2013,
		Cost $780,000) (b)		756,815
	184,000	United States Steel Corp.
		2.750%, 04/01/2019		204,585
				961,400
		Oil & Gas - 0.29%
	105,000	Chesapeake Energy Corp.
		2.750%, 11/15/2035		108,938

Principal
Amount			Value
		Oil & Gas (Continued)
$	285,000	Cobalt International Energy, Inc.
		2.625%, 12/01/2019	$	301,744
	335,000	Peabody Energy Corp.
		4.750%, 12/15/2041		270,512
				681,194
		Pharmaceuticals - 0.06%
	50,000	Mylan, Inc.
		3.750%, 09/15/2015		145,156
		Semiconductor & Semiconductor
		Equipment - 0.19%
	120,000	Intel Corp.
		3.250%, 08/01/2039		148,801
	80,000	Micron Technology, Inc.
		3.125%, 05/01/2032		152,100
	90,000	Xilinx, Inc.
		2.625%, 06/15/2017		146,475
				447,376
		Software - 0.07%
	160,000	Nuance Communications, Inc.
		2.750%, 11/01/2031		162,500
		Total Convertible Obligations (Cost $4,031,902)		4,433,368

Number of
Shares
		CONVERTIBLE PREFERRED STOCKS - 0.77%
		Automobiles - 0.20%
	9,570	General Motors Co.		479,936
		Metals & Mining - 0.10%
	10,575	ArcelorMittal SA		227,257
		Multi-Utilities - 0.08%
	3,748	Dominion Resources, Inc. VA		199,918
		Oil & Gas - 0.09%
	200	Chesapeake Energy Corp.
		(Acquired 10/19/2012,
		Cost $200,633) (b)		221,125
		Real Estate - 0.30%
	5,451	iStar Financial, Inc.		303,239
	7,500	Weyerhaeuser Co.		397,350
				700,589
		Total Convertible Preferred Stocks (Cost $1,685,944)		1,828,825

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS - 18.49%
		Aerospace & Defense - 0.33%
		Meccanica Holdings USA, Inc.
$	575,000	7.375%, 07/15/2039 (Acquired
		08/17/2011 through 04/11/2013,
		Cost $534,813) (b)	$	530,253
	305,000	6.250%, 01/15/2040 (Acquired
		11/29/2012 and 12/07/2012,
		Cost $267,940) (b)		255,417
				785,670
		Airlines - 0.57%
		Continental Airlines, Inc.
	135,000	6.125%, 04/29/2018 (f)		137,362
	306,483	6.545%, 08/02/2020		333,300
	70,000	5.500%, 04/29/2022		69,912
	85,000	4.000%, 04/29/2026		82,238
	255,645	Delta Air Lines, Inc.
		6.821%, 02/10/2024 (a)		284,405
	414,252	U.S. Airways Group, Inc.
		5.900%, 04/01/2026		432,894
				1,340,111
		Auto Components - 0.04%
	100,000	The Goodyear Tire & Rubber Co.
		6.500%, 03/01/2021		102,250
		Banks - 2.43%
	1,275,000	Banco Santander Brasil SA
		8.000%, 03/18/2016 (Acquired
		05/02/2013, Cost $641,380) (b)		535,014
	200,000,000	Banco Santander Chile
		6.500%, 09/22/2020 (Acquired
		11/29/2012 through 12/06/2012,
		Cost $422,852) (b)		393,264
	345,000	Barclays Bank PLC
		6.000%, 01/14/2021		519,477
		CIT Group, Inc.
	100,000	5.375%, 05/15/2020		104,000
	100,000	5.000%, 08/15/2022		98,177
	1,000,000	Halyk Savings Bank of Kazakhstan JSC
		7.250%, 01/28/2021 (Acquired
		04/05/2011 and 04/11/2011,
		Cost $1,016,255) (b)		1,042,500
	385,000	ING Bank NV
		5.800%, 09/25/2023 (Acquired
		09/16/2013, Cost $383,241) (b)		391,048

Principal
Amount			Value
		Banks (Continued)
$	505,000	Intesa Sanpaolo SpA
		6.500%, 02/24/2021 (Acquired
		03/07/2013 and 03/08/2013,
		Cost $543,334) (b)	$	526,065
		Royal Bank of Scotland Group Plc
	200,000	6.934%, 04/09/2018		297,535
	675,000	6.125%, 12/15/2022		682,383
	575,000	Standard Chartered Plc
		5.200%, 01/26/2024 (Acquired
		09/23/2013, Cost $574,494) (b)		578,858
	410,000	UniCredit SpA
		6.950%, 10/31/2022		572,894
				5,741,215
		Building Products - 0.09%
	210,000	Builders FirstSource, Inc.
		7.625%, 06/01/2021 (Acquired
		05/16/2013 through 09/05/2013,
		Cost $209,194) (b)		210,525
		Business Services - 0.50%
	1,120,000	Alfa Bond OJSC Via Alfa Bond
		Issuance Plc
		7.750%, 04/28/2021 (Acquired
		04/19/2011, Cost $1,120,000) (b)		1,192,800
		Capital Markets - 0.17%
	440,000	Morgan Stanley
		4.100%, 05/22/2023		411,197
		Chemicals - 0.65%
	400,000	Alpek SA de CV
		5.375%, 08/08/2023 (Acquired
		08/05/2013, Cost $400,000) (b)		397,000
	100,000	Ashland, Inc.
		4.750%, 08/15/2022		94,250
		Hercules, Inc.
	660,000	6.500%, 06/30/2029		590,700
	210,000	8.750%, 07/15/2021 (Acquired
		06/28/2013, Cost $210,000) (b)		223,650
		Ineos Group Holdings SA
	67,366	7.875%, 02/15/2016 (Acquired
		10/25/2011, Cost $87,949) (b)		92,275
	100,000	6.500%, 08/15/2018 (Acquired
		05/02/2013, Cost $130,659) (b)		133,087
				1,530,962

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Commercial Services & Supplies - 0.14%
$	100,000	Jaguar Holding Co. I
		9.375%, 10/15/2017 (Acquired
		10/10/2012, Cost $98,463) (a)(b)	$	106,250
	225,000	ServiceMaster Co.
		7.000%, 08/15/2020		213,750
				320,000
		Communications - 0.09%
	200,000	Univision Communications, Inc.
		7.875%, 11/01/2020 (Acquired
		04/20/2011, Cost $211,182) (b)		219,750
		Construction & Engineering - 0.20%
		Odebrecht Finance Ltd.
	300,000	8.250%, 04/25/2018 (Acquired
		04/17/2013, Cost $149,348) (b)		112,992
	400,000	4.375%, 04/25/2025 (Acquired
		06/28/2013 and 08/23/2013,
		Cost $351,018) (b)		348,000
				460,992
		Construction Materials - 0.09%
	200,000	Cemex S.A.B. de C.V.
		9.000%, 01/11/2018 (Acquired
		07/06/2011 and 07/13/2012,
		Cost $191,642) (b)		216,500
		Consumer Finance - 0.37%
	200,000	Ally Financial, Inc.
		7.500%, 09/15/2020		225,500
		SLM Corp.
	100,000	8.450%, 06/15/2018		113,250
	100,000	5.500%, 01/15/2019		99,138
	455,000	Springleaf Finance Corp.
		6.000%, 06/01/2020 (Acquired
		07/17/2013, Cost $422,766) (b)		439,075
				876,963
		Distributors - 0.26%
	660,000	Glencore Funding LLC
		4.125%, 05/30/2023 (Acquired
		05/28/2013, Cost $652,912) (b)		611,734
		Diversified Financial Services - 1.04%
	223,026	Doric Nimrod Air Finance Alpha Ltd.
		5.125%, 11/30/2024 (Acquired
		06/28/2012, Cost $223,026) (b)		223,583

Principal
Amount			Value
		Diversified Financial Services (Continued)
$	300,000	General Electric Capital Corp.
		7.125%, 06/15/2022 (a)	$	327,510
	100,000	General Motors Financial Co., Inc.
		3.250%, 05/15/2018 (Acquired
		05/07/2013, Cost $100,000) (b)		97,500
	190,000	Hexion U.S. Finance Corp.
		8.875%, 02/01/2018		197,600
		JPMorgan Chase & Co.
	100,000	6.000%, 12/29/2049 (a)		94,250
	800,000	4.250%, 11/02/2018		630,982
	100,000	Nuveen Investments, Inc.
		9.500%, 10/15/2020 (Acquired
		09/12/2012, Cost $100,000) (b)		98,250
	297,000	PNK Finance Corp.
		6.375%, 08/01/2021 (Acquired
		07/30/2013, Cost $297,000) (b)		304,425
	383,200	Schahin II Finance Co SPV Ltd.
		5.875%, 09/25/2022 (Acquired
		03/21/2012 and 04/25/2012,
		Cost $383,566) (b)		366,914
	111,000	Stearns Holdings, Inc.
		9.375%, 08/15/2020 (Acquired
		07/30/2013, Cost $111,000) (b)		113,775
				2,454,789
		Diversified Telecommunication Services - 0.43%
	100,000	Cricket Communications, Inc.
		7.750%, 10/15/2020		113,625
	100,000	Frontier Communications Corp.
		7.625%, 04/15/2024		100,500
	710,000	Qwest Corp.
		7.200%, 11/10/2026		712,148
	95,000	Telecom Italia Capital SA
		7.721%, 06/04/2038		91,915
				1,018,188
		Electric Utilities - 0.32%
	580,000	Cia de Eletricidade do Estado
		da Bahia
		11.750%, 04/27/2016 (Acquired
		04/19/2011, Cost $367,321) (b)		246,650
	300,000	Enel SpA
		8.750%, 09/24/2073 (Acquired
		09/17/2013, Cost $297,549) (b)		307,500

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Electric Utilities (Continued)
$	200,000	InterGen NV
		7.000%, 06/30/2023 (Acquired
		06/07/2013, Cost $196,463) (b)	$	201,000
				755,150
		Energy Equipment & Services - 0.09%
	200,000	CGG
		7.750%, 05/15/2017		206,250
		Food Distributors - 0.02%
	50,000	KeHE Distributors LLC / KeHE
		Finance Corp.
		7.625%, 08/15/2021 (Acquired
		07/30/2013, Cost $50,000) (b)		50,844
		Food Products - 0.59%
		BRF SA
	900,000	7.750%, 05/22/2018 (Acquired
		05/15/2013, Cost $444,719) (b)		323,851
	300,000	5.875%, 06/06/2022 (Acquired
		05/31/2012, Cost $297,210) (b)		299,250
	200,000	3.950%, 05/22/2023 (Acquired
		07/22/2013, Cost $175,866) (b)		172,500
	200,000	Del Monte Corp.
		7.625%, 02/15/2019		208,500
	200,000	JBS USA, LLC/JBS USA Finance, Inc.
		8.250%, 02/01/2020 (Acquired
		01/25/2012 and 05/17/2012,
		Cost $197,069) (b)		211,500
		Sun Merger Sub, Inc.
	65,000	5.250%, 08/01/2018 (Acquired
		07/19/2013, Cost $65,000) (b)		66,787
	100,000	5.875%, 08/01/2021 (Acquired
		07/19/2013, Cost $100,000) (b)		101,625
				1,384,013
		Health Care Providers & Services - 0.22%
	200,000	CHS/Community Health Systems, Inc.
		8.000%, 11/15/2019		210,750
	200,000	HCA, Inc.
		7.875%, 02/15/2020		216,125
	100,000	Tenet Healthcare Corp.
		8.125%, 04/01/2022 (Acquired
		09/13/2013, Cost $100,000) (b)		104,625
				531,500

Principal
Amount			Value
		Holding Companies-Diversified - 0.06%
$	100,000	Faenza GmbH
		8.250%, 08/15/2021 (Acquired
		07/25/2013, Cost $132,850) (b)	$	139,344
		Hotels, Restaurants & Leisure - 0.25%
	250,000	Caesars Entertainment Operating Co., Inc.
		11.250%, 06/01/2017		254,375
	100,000	ClubCorp Club Operations, Inc.
		10.000%, 12/01/2018		111,250
	200,000	MGM Resorts International
		7.500%, 06/01/2016		224,500
				590,125
		Household Durables - 0.02%
	160,000	Desarrolladora Homex SAB de CV
		9.750%, 03/25/2020 (Acquired
		04/12/13 through 04/17/2013,
		Cost $96,192) (b)		40,000
		Household Products - 0.11%
	250,000	Reynolds Group Issuer LLC
		8.250%, 02/15/2021 (a)		253,125
		Insurance - 0.66%
	700,000	Assicurazioni Generali SpA
		7.750%, 12/12/2042 (a)		1,026,306
	545,000	AXA SA
		6.379%, 12/01/2049 (Acquired
		10/17/2012 through 04/11/2013,
		Cost $514,766) (a)(b)		526,606
				1,552,912
		Internet Software & Services - 0.04%
	100,000	Equinix, Inc.
		5.375%, 04/01/2023		95,000
		IT Services - 0.04%
	105,000	Broadridge Financial Solutions, Inc.
		3.950%, 09/01/2020		106,186
		Machinery - 0.09%
	200,000	Navistar International Corp.
		8.250%, 11/01/2021		203,500
		Media - 0.46%
		Clear Channel Communications, Inc.
	440,000	5.500%, 09/15/2014		434,500
	200,000	9.000%, 03/01/2021		194,500
		Clear Channel Worldwide Holdings, Inc.
	50,000	7.625%, 03/15/2020		51,875
	100,000	6.500%, 11/15/2022		102,500

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Media (Continued)
$	150,000	DISH DBS Corp.
		7.125%, 02/01/2016	$	165,187
	37,000	DreamWorks Animation SKG, Inc.
		6.875%, 08/15/2020 (Acquired
		08/07/2013, Cost $37,000) (b)		38,573
	100,000	Gannett Co, Inc.
		5.125%, 07/15/2020 (Acquired
		07/24/2013, Cost $98,566) (b)		98,500
				1,085,635
		Metals & Mining - 0.60%
	250,000	FMG Resources Ltd.
		6.875%, 02/01/2018 (Acquired
		04/26/2011, Cost $262,890) (b)		262,187
	200,000	FQM Akubra, Inc.
		8.750%, 06/01/2020 (Acquired
		05/15/2012, Cost $197,168) (b)		215,000
	365,000	Newcrest Finance Pty Ltd.
		4.200%, 10/01/2022 (Acquired
		06/04/2013 through 06/06/2013,
		Cost $352,162) (b)		303,173
	740,000	Samarco Mineracao SA
		4.125%, 11/01/2022 (Acquired
		10/26/2012 and 06/05/2013,
		Cost $702,772) (b)		645,650
				1,426,010
		Multi-Utilities - 0.07%
	250,000	Texas Competitive Electric Holdings
		Co., LLC
		11.500%, 10/01/2020 (Acquired
		04/14/2011 and 11/09/2011,
		Cost $242,435) (b)		174,062
		Oil & Gas - 3.99%
	200,000	Chaparral Energy, Inc.
		8.250%, 09/01/2021		212,000
	200,000	Chesapeake Energy Corp.
		6.125%, 02/15/2021		208,500
	100,000	Clayton Williams Energy, Inc.
		7.750%, 04/01/2019		100,000
	800,000	Gazprom Neft OAO Via GPN
		Capital SA
		4.375%, 09/19/2022 (Acquired
		04/11/2013, Cost $806,934) (b)		740,000

Principal
Amount			Value
		Oil & Gas (Continued)
		Halcon Resources Corp.
$	175,000	9.750%, 07/15/2020	$	185,937
	100,000	9.250%, 02/15/2022 (Acquired
		08/08/2013, Cost $100,000) (b)		104,250
	250,000	Linn Energy LLC/Linn Energy
		Finance Corp.
		7.750%, 02/01/2021		252,500
	800,000	Lukoil International Finance BV
		4.563%, 04/24/2023 (Acquired
		04/25/2013, Cost $806,768) (b)		746,200
		OGX Austria GmbH
	200,000	8.500%, 06/01/2018 (Acquired
		04/17/2013, Cost $122,230) (b)		33,000
	800,000	8.375%, 04/01/2022 (Acquired
		03/27/2012 through 06/29/2012,
		Cost $770,692) (b)		132,000
	200,000	Offshore Group Investment Ltd.
		7.500%, 11/01/2019		211,500
	100,000	Penn Virginia Corp.
		8.500%, 05/01/2020		102,000
	43,000	Petroleos Mexicanos
		7.650%, 11/24/2021 (Acquired
		12/01/2011, Cost $316,078) (b)		345,260
	4,650,000	Petroleos de Venezuela SA
		4.900%, 10/28/2014		4,387,275
		Plains Exploration & Production Co.
	250,000	6.625%, 05/01/2021		268,341
	140,000	6.750%, 02/01/2022		149,952
	200,000	Quicksilver Resources, Inc.
		9.125%, 08/15/2019		184,000
	725,000	Rosneft Oil Co. via Rosneft
		International Finance Ltd.
		4.199%, 03/06/2022 (Acquired
		11/29/2012 and 06/05/2013,
		Cost $702,055) (b)		670,625
	200,000	Samson Investment Co.
		10.000%, 02/15/2020 (Acquired
		02/06/2012, Cost $200,000) (b)		213,000
	187,000	Whiting Petroleum Corp.
		5.000%, 03/15/2019		187,935
				9,434,275

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Pharmaceuticals - 0.14%
$	105,000	Valeant Pharmaceuticals International
		6.375%, 10/15/2020 (Acquired
		04/11/2013, Cost $112,208) (b)	$	109,725
	200,000	VPII Escrow Corp.
		7.500%, 07/15/2021 (Acquired
		06/27/2013, Cost $200,000) (b)		216,500
				326,225
		Pipelines - 0.26%
	400,000	IFM US Colonial Pipeline 2 LLC
		6.450%, 05/01/2021 (Acquired
		08/24/2012 and 09/06/2012,
		Cost $435,805) (b)		420,936
		Sabine Pass Liquefaction LLC
	100,000	5.625%, 02/01/2021 (Acquired
		01/29/2013, Cost $100,000) (b)		98,375
	100,000	5.625%, 04/15/2023 (Acquired
		04/10/2013, Cost $100,000) (b)		96,375
				615,686
		Publishing - 0.08%
	200,000	Visant Corp.
		10.000%, 10/01/2017		187,000
		Real Estate - 0.10%
		Host Hotels & Resorts LP
	150,000	5.250%, 03/15/2022		155,955
	75,000	3.750%, 10/15/2023		69,566
				225,521
		Road & Rail - 0.04%
	100,000	PBF Holding Co. LLC/PBF
		Finance Corp.
		8.250%, 02/15/2020		104,000
		Semiconductor & Semiconductor
		Equipment - 0.19%
	250,000	Abengoa Finance SAU
		8.875%, 11/01/2017 (Acquired
		04/12/2011, Cost $253,015) (b)		248,750
	200,000	Freescale Semiconductor, Inc.
		8.050%, 02/01/2020		211,500
				460,250

Principal
Amount			Value
		Software - 0.16%
$	100,000	BMC Software Finance, Inc.
		8.125%, 07/15/2021 (Acquired
		08/07/2013, Cost $100,000) (b)	$	104,250
		First Data Corp.
	150,000	8.250%, 01/15/2021 (Acquired
		02/17/2012 and 04/24/2012,
		Cost $146,738) (b)		155,625
	100,000	12.625%, 01/15/2021		110,500
				370,375
		Specialty Retail - 0.09%
	210,000	Toys R Us Property Co II LLC
		8.500%, 12/01/2017		221,025
		Telecommunication Services - 1.04%
	270,000	Alcatel-Lucent USA, Inc.
		6.450%, 03/15/2029		229,500
	300,000	Colombia Telecomunicaciones SA ESP
		5.375%, 09/27/2022 (Acquired
		09/20/2012, Cost $300,000) (b)		276,750
	200,000	Digicel Group Ltd.
		8.250%, 09/30/2020 (Acquired
		09/05/2012, Cost $200,000) (b)		208,000
	250,000	Intelsat Jackson Holdings SA
		7.500%, 04/01/2021		271,250
	200,000	Lynx II Corp.
		6.375%, 04/15/2023 (Acquired
		02/07/2013, Cost $200,000) (b)		200,000
	100,000	Nokia Siemens Networks Finance BV
		7.125%, 04/15/2020 (Acquired
		03/22/2013, Cost $129,845) (b)		150,606
	375,000	Telecom Italia Capital SA
		6.000%, 09/30/2034		310,295
		Telefonica Emisiones SAU
	75,000	7.045%, 06/20/2036		79,980
	200,000	5.597%, 03/12/2020		341,005
	100,000	UPC Holding B.V.
		6.750%, 03/15/2023 (Acquired
		03/21/2013, Cost $128,966) (b)		134,609
	250,000	Wind Acquisition Finance SA
		11.750%, 07/15/2017 (Acquired
		02/27/2012, Cost $256,875) (b)		265,937
				2,467,932

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Textiles, Apparel & Luxury Goods - 0.81%
		Edcon Holdings (Proprietary) Limited
$	150,000	5.724%, 06/15/2015 (Acquired
		08/18/2012 through 08/24/2012,
		Cost $174,675) (a)(b)	$	190,752
	1,120,000	9.500%, 03/01/2018 (Acquired
		04/05/2011 and 04/12/2011,
		Cost $1,125,950) (b)		1,058,400
	300,000	9.500%, 03/01/2018 (Acquired
		08/18/2011 through 08/24/2011,
		Cost $367,350) (b)		388,099
	100,000	New Look Bondco I Plc
		8.750%, 05/14/2018 (Acquired
		05/03/2013, Cost $155,659) (b)		165,129
	102,000	The William Carter Co.
		5.250%, 08/15/2021 (Acquired
		08/07/2013, Cost $102,000) (b)		102,510
				1,904,890
		Transportation - 0.13%
	100,000	CEVA Group PLC
		4.000%, 05/01/2018 (Acquired
		01/27/2012, Cost $99,099) (b)		85,000
	200,000	CHC Helicopter SA
		9.250%, 10/15/2020		214,000
				299,000
		Trucking & Leasing - 0.17%
		Aviation Capital Group Corp.
	185,000	6.750%, 04/06/2021 (Acquired
		03/13/2013 through 05/28/2013,
		Cost $204,314) (b)		195,567
	210,000	4.625%, 01/31/2018 (Acquired
		01/14/2013, Cost $210,000) (b)		209,018
				404,585
		Wireless Telecommunication Services - 0.25%
	100,000	Crown Castle International Corp.
		5.250%, 01/15/2023		92,500
	205,000	Sprint Corp.
		7.250%, 09/15/2021 (Acquired
		09/04/2013, Cost $205,000) (b)		207,562

Principal
Amount			Value
		Wireless Telecommunication Services (Continued)
		Sprint Communications, Inc.
$	150,000	9.000%, 11/15/2018 (Acquired
		11/04/2011, Cost $150,000) (b)	$	176,250
	100,000	7.000%, 03/01/2020 (Acquired
		02/28/2012, Cost $100,000) (b)		108,000
				584,312
		Total Corporate Obligations (Cost $44,359,293)		43,692,378
		FOREIGN GOVERNMENT DEBT OBLIGATIONS - 32.62%
	978,000	Autonomous Community of
		Madrid Spain
		4.300%, 09/15/2026 (Acquired
		01/22/2013 through 05/28/2013,
		Cost $983,736) (b)		1,178,220
		Bank Negara Malaysia Monetary Notes
	10,000	0.000%, 11/12/2013 (g)		3,058
	970,000	0.000%, 11/19/2013 (g)		296,460
	20,000	0.000%, 12/05/2013 (g)		6,104
	30,000	0.000%, 12/10/2013 (g)		9,152
	70,000	0.000%, 12/26/2013 (g)		21,328
	810,000	0.000%, 01/09/2014 (g)		246,461
	2,520,000	0.000%, 01/16/2014 (g)		766,324
	520,000	0.000%, 03/06/2014 (g)		157,562
	630,000	0.000%, 03/20/2014 (g)		190,684
	1,100,000	0.000%, 03/27/2014 (g)		332,776
	2,230,000	0.000%, 04/03/2014 (g)		674,312
	20,000	0.000%, 04/15/2014 (g)(e)		6,041
	990,000	0.000%, 04/24/2014 (g)		298,840
	1,510,000	0.000%, 05/15/2014 (g)		454,989
	20,000	0.000%, 05/20/2014 (g)		6,024
	70,000	0.000%, 05/27/2014 (g)		21,069
	1,230,000	0.000%, 06/05/2014 (g)		369,911
	190,000	0.000%, 09/09/2014 (g)(e)		56,751
	180,000	0.000%, 09/18/2014 (g)(e)		53,728
		Canadian Government Bond
	754,000	2.250%, 08/01/2014		739,367
	1,147,000	1.000%, 11/01/2014		1,112,948
	400,000,000	Chile Government International Bond
		5.500%, 08/05/2020		808,321

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		FOREIGN GOVERNMENT DEBT OBLIGATIONS (Continued)
		Financing of Infrastructural Projects
		State Enterprise
$	100,000	8.375%, 11/03/2017 (Acquired
		05/10/2011, Cost $104,105) (b)	$	84,500
	1,180,000	7.400%, 04/20/2018 (Acquired
		04/15/2011, Cost $1,180,000) (b)		938,100
		Ghana Government Bond
	2,530,000	12.390%, 04/28/2014		1,121,591
	860,000	13.000%, 06/02/2014		381,110
	10,000	14.000%, 10/13/2014		4,360
	1,470,000	14.990%, 02/23/2015		642,983
	1,780,000	24.000%, 05/25/2015		871,629
	90,000	21.000%, 10/26/2015		42,626
	980,000	19.040%, 09/20/2018 (e)		449,538
		Hungary Government Bond
	318,000,000	5.500%, 02/12/2014		1,457,355
	373,600,000	6.750%, 08/22/2014		1,747,433
	1,800,000	8.000%, 02/12/2015		8,649
	9,000,000	7.750%, 08/24/2015		43,626
	8,800,000	5.500%, 02/12/2016		41,158
	12,450,000	5.500%, 12/22/2016		58,484
	632,400,000	6.750%, 02/24/2017		3,058,677
	59,580,000	6.750%, 11/24/2017		289,885
	11,710,000	5.500%, 12/20/2018		54,277
	2,700,000	6.500%, 06/24/2019		13,057
		Hungary Government International
		Bond
	440,000	4.375%, 07/04/2017		600,427
	150,000	5.750%, 06/11/2018		213,074
	2,650,000	6.375%, 03/29/2021		2,832,187
		Iceland Government International
		Bond
	790,000	4.875%, 06/16/2016 (Acquired
		06/09/2011, Cost $785,924) (b)		828,751
	200,000	5.875%, 05/11/2022 (Acquired
		05/03/2012, Cost $198,140) (b)		205,846
		Ireland Government Bond
	1,019,000	4.400%, 06/18/2019		1,466,330
	220,000	5.900%, 10/18/2019		338,359
	750,000	4.500%, 04/18/2020		1,070,510
	2,224,000	5.000%, 10/18/2020		3,262,457
	1,563,000	5.400%, 03/13/2025		2,318,441

Principal
Amount			Value
		FOREIGN GOVERNMENT DEBT OBLIGATIONS (Continued)
		Korea Monetary Stabilization Bond
$	333,000,000	2.570%, 06/09/2014	$	309,725
	328,000,000	2.720%, 09/09/2014 (e)		305,378
	443,460,000	2.740%, 02/02/2015		412,853
	1,604,340,000	2.470%, 04/02/2015		1,487,322
		Korea Treasury Bond
	9,845,000,000	3.000%, 12/10/2013		9,168,805
	93,200,000	3.250%, 06/10/2015		87,455
	2,684,400,000	2.750%, 12/10/2015		2,497,729
		Malaysia Government Bond
	12,400,000	5.094%, 04/30/2014		3,852,282
	210,000	3.434%, 08/15/2014		64,717
	2,015,000	3.835%, 08/12/2015		625,351
	1,610,000	3.197%, 10/15/2015		493,775
		Mexican Bonos
	120,500	8.000%, 12/19/2013		930,130
	360,090	6.000%, 06/18/2015		2,858,401
	11,460	8.000%, 12/17/2015		95,101
	4,550	6.250%, 06/16/2016		36,681
	6,500	7.250%, 12/15/2016		54,005
	20,000	7.750%, 12/14/2017		170,950
	40,000	8.500%, 12/13/2018		354,437
	260,400	7.750%, 11/13/2042		2,119,192
		Mexican Udibonos
	10,039	4.500%, 12/18/2014		81,558
	25,645	5.000%, 06/16/2016		219,491
	21,917	3.500%, 12/14/2017		184,764
	13,170	4.000%, 06/13/2019		114,946
	10,884	2.500%, 12/10/2020		86,733
	49,800	Mexico Cetes
		0.000%, 10/24/2013 (g)		37,963
	47,800,000	Philippine Government Bond
		1.625%, 04/25/2016		1,076,820
		Poland Government Bond
	5,658,000	3.980%, 01/25/2017 (a)		1,804,741
	8,783,000	2.710%, 01/25/2021 (a)		2,755,120
	465,000	Portugal Obrigacoes do Tesouro OT
		5.650%, 02/15/2024 (Acquired
		05/07/2013, Cost $607,334) (b)		571,187
	400,000	Republic of Ghana
		7.875%, 08/07/2023 (Acquired
		07/25/2013, Cost $396,604) (b)		390,000

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		FOREIGN GOVERNMENT DEBT OBLIGATIONS (Continued)
$	1,060,000	Republic of Serbia
		7.250%, 09/28/2021 (Acquired
		09/21/2011, Cost $1,041,588) (b)	$	1,105,050
		Serbia Treasury Bonds
	55,000,000	10.000%, 03/01/2015		641,182
	20,200,000	10.000%, 04/27/2015		234,997
	18,170,000	10.000%, 11/08/2017		197,486
	310,000	Singapore Government Bond
		1.125%, 04/01/2016		252,181
	610,000	Slovenia Government International
		Bond
		5.850%, 05/10/2023 (Acquired
		05/02/2013 and 08/02/2013,
		Cost $593,894) (b)		582,550
		Sri Lanka Government Bonds
	37,900,000	11.000%, 09/01/2015		286,495
	132,300,000	8.000%, 06/01/2016		936,190
	16,500,000	5.800%, 07/15/2017		104,400
	5,580,000	8.500%, 04/01/2018		37,860
	140,000	8.500%, 06/01/2018		960
	8,660,000	8.000%, 11/15/2018		56,859
	340,000	9.000%, 05/01/2021		2,218
		Ukraine Government International
		Bond
	620,000	9.250%, 07/24/2017 (Acquired
		07/17/2012, Cost $620,000) (b)		576,011
	2,300,000	7.950%, 02/23/2021 (Acquired
		04/05/2011 and 04/11/2011,
		Cost $2,394,394) (b)		1,978,000
	1,200,000	7.500%, 04/17/2023 (Acquired
		07/18/2013 through 07/29/2013,
		Cost $1,067,622) (b)		997,500
		Uruguay Government International
		Bond
	10,104,411	4.250%, 04/05/2027		491,694
	29,850,600	4.375%, 12/15/2028		1,474,082
		Uruguay Notas del Tesoro
	347,000	9.000%, 01/27/2014		15,573
	96,000	9.750%, 06/14/2014		4,251
	371,839	7.000%, 12/23/2014		17,666
	16,480,000	10.500%, 03/15/2015		732,439
	1,011,188	4.000%, 06/14/2015		46,579
	2,455,000	10.250%, 08/22/2015		107,054

Principal
Amount			Value
		FOREIGN GOVERNMENT DEBT OBLIGATIONS (Continued)
$	72,000	9.500%, 01/27/2016	$	3,063
	3,145,918	2.750%, 06/16/2016		145,589
	80,253	4.250%, 01/05/2017		3,738
	310,000	11.000%, 03/21/2017		12,709
	50,827	2.250%, 08/23/2017		2,206
	16,051	3.250%, 01/27/2019		722
	5,644,461	4.000%, 06/10/2020		259,340
	3,916,346	4.000%, 06/10/2020		182,695
	1,171,694	2.500%, 09/27/2022		48,656
	668,775	4.000%, 05/25/2025		30,771
		Total Foreign Government Debt Obligations (Cost $78,148,310)		77,072,228
		MORTGAGE BACKED SECURITIES - U.S. GOVERNMENT AGENCY - 11.96%
		Federal Home Loan Mortgage Corp.
	697,000	Pool #4050,
		3.500%, 05/15/2032		655,669
	898,403	Pool #4062,
		3.500%, 06/15/2042		780,515
	1,914,436	Pool #274,
		3.000%, 08/15/2042		1,906,019
	2,077,175	Pool #4097,
		3.500%, 08/15/2042		1,842,250
	2,365,423	Pool #T60853,
		3.500%, 09/01/2042		2,381,376
	2,235,408	Pool #T60854,
		3.500%, 09/01/2042		2,250,491
	2,441,321	Pool #284,
		3.000%, 10/15/2042		2,437,921
		Federal National Mortgage Association
	2,730,639	Pool #1200,
		3.000%, 10/01/2032		2,733,445
	1,328,442	Pool #1201,
		3.500%, 10/01/2032		1,378,557
	2,788,380	Pool #1237,
		3.000%, 11/01/2032		2,791,247
	959,873	Pool #2005-56,
		6.000%, 08/25/2033 (a)		1,024,415
	796,599	Pool #2011-113,
		4.000%, 03/25/2040		797,678
	1,543,170	Pool #2012-63,
		2.000%, 08/25/2040		1,533,437

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Principal
Amount			Value
		MORTGAGE BACKED SECURITIES - U.S. GOVERNMENT AGENCY (Continued)
$	2,000,000	Pool #2011-131,
		4.500%, 12/25/2041	$	2,186,502
	1,916,629	Pool #2012-125,
		3.000%, 11/25/2042		1,945,038
	372,114	Pool #2013-6,
		1.500%, 02/25/2043		314,163
		Government National Mortgage
		Association
	2,059,083	Pool #2010-62,
		5.558%, 05/20/2040 (a)(c)		307,137
	2,148,769	Pool #2011-72,
		5.188%, 05/20/2041 (a)(c)		276,010
	700,000	Pool #2012-40,
		4.000%, 01/20/2042		717,654
		Total Mortgage Backed Securities - U.S. Government Agency (Cost $29,656,678)		28,259,524

Number of
Shares
		PREFERRED STOCKS - 0.60%
		Consumer Finance - 0.36%
	887	Ally Financial, Inc. (Acquired
		05/03/2012 through 06/11/2013,
		Cost $817,893) (b)		847,584
		Metal Ore Mining - 0.12%
	15,046	Cliffs Natural Resources, Inc.		297,459
		Multi-Utilities - 0.09%
	3,805	Dominion Resources Inc/VA		203,377
		Transportation - 0.03%
	49	CEVA Holdings LLC (d)(e)		64,483
		Total Preferred Stocks (Cost $1,351,702)		1,412,903

Principal
Amount			Value
		SHORT TERM INVESTMENTS - 10.89%
		Foreign Treasury Bill - 1.78%
		Hungary Treasury Bills
$	1,320,000	3.315%, 01/08/2014	$	5,976
	23,240,000	3.290%, 06/25/2014		103,447
		Mexico Cetes
	19,100	4.093%, 10/31/2013		14,546
	65,210	3.851%, 01/09/2014		49,311
	99,300	3.550%, 03/20/2014		74,569
	12,800	3.746%, 04/03/2014		9,599
	72,300	3.515%, 04/30/2014		54,073
	11,400,000	Serbia Treasury Bill
		9.120%, 12/12/2013		131,266
	310,000	Singapore Government Bond
		0.320%, 04/01/2016		246,742
		Uruguay Treasury Bills
	4,780,000	3.650%, 10/02/2013		217,962
	380,000	3.650%, 10/18/2013		17,257
	5,730,000	1.825%, 10/23/2013		259,937
	1,790,000	0.083%, 12/04/2013		79,703
	90,000	0.027%, 03/07/2014		3,870
	17,020,000	0.021%, 04/11/2014		739,267
	1,160,000	0.018%, 05/16/2014		48,597
	1,360,000	0.015%, 06/20/2014		56,247
	20,000	0.013%, 07/24/2014		817
	4,853,000	0.012%, 08/29/2014		195,525
	280,000	0.011%, 09/11/2014		11,234
	2,870,000	0.009%, 12/18/2014		119,331
	400,000	0.008%, 02/05/2015		15,844
	20,715,000	0.007%, 03/26/2015		822,804
	5,471,000	0.006%, 05/14/2015		215,433
	7,770,000	0.006%, 07/02/2015		300,679
	11,529,000	0.005%, 08/20/2015		414,439
				4,208,475

See notes to financial statements.

100

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		Money Market Funds - 8.54%
	20,181,532	Federated Prime Obligations Fund	$	20,181,532

Principal
Amount
		U.S. Treasury Bill - 0.57%
$	1,350,000	United States Treasury Bill
		0.037%, 02/27/2014 (h)		1,349,965
		Total Short Term Investments (Cost $26,108,491)		25,739,972
		Total Investments (Cost $235,050,258) - 98.38%		232,461,850
		Other Assets in Excess of Liabilities - 1.62%		3,825,311
		TOTAL NET
		ASSETS - 100.00%	$	236,287,161

Percentages are stated as a percent of net assets.

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

ADR - American Depositary Receipt

(a)	Variable Rate Security. The rate shown is the rate in effect on September 30, 2013.
(b)	Restricted securities as defined in Rule 144(a) under the Securities Act of 1933. Such securities are treated as liquid

	securities according to the Fund’s liquidity guidelines. The value of these securities total $39,288,982, which represents 16.63% of total net assets.
(c)	Represents an interest-only security that entitles holders to receive only interest payments on the underlying mortgages. The yield-to-maturity of an interest-only security is extremely sensitive to the rate of principal payments on the underlying mortgage assets. A rapid (slow) rate of principal repayments may have an adverse (positive) effect on yield to maturity. The principal amount shown is the notional amount of the underlying mortgages. Interest rate disclosed represents yield upon the estimated timing and amount of future cash flows at September 30, 2013. The securities are liquid and the value of these securities total $1,621,139, which represents 0.69% of total net assets.
(d)	Non-income producing.
(e)	As of September 30, 2013 the Fund has fair valued this security and deemed it illiquid. The value of this security was $965,710, which represents 0.41% of total net assets
(f)	Restricted security as defined as a private placement. This security is treated as a liquid security according to the Fund’s liquidity guidelines. The value of this security is $137,362, which represents 0.06% of total net assets.
(g)	Zero coupon bond.
(h)	Partially assigned as collateral for certain futures contracts.

See notes to financial statements.

101

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS

September 30, 2013

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
10/15/2013	Australian Dollar		840,000	U.S. Dollars		779,425	$	3,383
11/5/2013	Australian Dollar		1,379,430	U.S. Dollars		1,395,983		(112,361	)
12/11/2013	Australian Dollar		1,701,040	U.S. Dollars		1,610,102		(30,738	)
10/28/2013	Brazilian Real		1,000,000	U.S. Dollars		446,229		1,696
11/26/2013	Brazilian Real		1,440,000	U.S. Dollars		576,865		64,292
10/7/2013	Chilean Peso		232,000,000	U.S. Dollars		461,692		(2,513	)
4/14/2014	Chilean Peso		672,012,500	U.S. Dollars		1,377,075		(80,426	)
4/15/2014	Chilean Peso		1,884,575,000	U.S. Dollars		3,848,428		(212,564	)
11/5/2013	Euro		351,926	Norwegian Krone		2,650,000		36,080
10/1/2013	Euro		842,000	U.S. Dollars		1,139,647		(545	)
10/16/2013	Euro		640,000	U.S. Dollars		856,892		8,965
10/18/2013	Euro		188,000	U.S. Dollars		254,460		(113	)
3/10/2014	Ghanaian Cedi		120,000	U.S. Dollars		50,955		(6	)
4/3/2014	Hungarian Forint		35,900,000	U.S. Dollars		146,872		14,324
10/15/2013	Indian Rupee		117,200,000	U.S. Dollars		1,917,132		(53,934	)
10/17/2013	Indian Rupee		117,575,000	U.S. Dollars		1,929,167		(61,215	)
10/15/2013	Japanese Yen		166,500,000	U.S. Dollars		1,694,601		(564	)
10/3/2013	Malaysian Ringgit		7,930,000	U.S. Dollars		2,504,746		(72,370	)
12/4/2013	Malaysian Ringgit		2,827,440	U.S. Dollars		913,728		(49,952	)
1/2/2014	Malaysian Ringgit		4,710,000	U.S. Dollars		1,473,579		(37,224	)
2/18/2014	Malaysian Ringgit		1,024,011	U.S. Dollars		303,681		7,725
3/11/2014	Malaysian Ringgit		2,414,589	U.S. Dollars		761,989		(28,621	)
3/12/2014	Malaysian Ringgit		612,600	U.S. Dollars		193,438		(7,388	)
3/26/2014	Malaysian Ringgit		514,000	U.S. Dollars		161,911		(5,937	)
9/26/2014	Malaysian Ringgit		377,000	U.S. Dollars		115,273		(1,742	)
10/3/2013	Mexican Peso		22,740,000	U.S. Dollars		1,707,207		29,591
10/11/2013	Mexican Peso		18,798,000	U.S. Dollars		1,414,075		20,595
10/28/2013	Mexican Peso		4,900,000	U.S. Dollars		379,398		(6,019	)
12/5/2013	Mexican Peso		15,200,710	U.S. Dollars		1,134,153		20,772
1/2/2014	Mexican Peso		9,598,100	U.S. Dollars		726,853		821
3/10/2014	Mexican Peso		11,784,520	U.S. Dollars		897,048		(8,252	)
5/15/2014	Mexican Peso		7,364,734	U.S. Dollars		590,000		(37,445	)
5/16/2014	Mexican Peso		2,378,648	U.S. Dollars		190,000		(11,551	)
8/6/2014	Mexican Peso		1,597,390	U.S. Dollars		121,845		(2,786	)
8/8/2014	Mexican Peso		1,605,500	U.S. Dollars		122,857		(3,213	)
10/28/2013	Norwegian Krone		4,100,000	Euro		503,952		(763	)
11/5/2013	Norwegian Krone		11,570,000	Euro		1,544,726		(168,631	)
10/3/2013	Philippine Peso		35,000,000	U.S. Dollars		785,282		18,597
11/4/2013	Philippine Peso		35,000,000	U.S. Dollars		804,598		(631	)
2/10/2014	Polish Zloty		847,724	Euro		199,048		(68	)
2/24/2014	Polish Zloty		2,950,000	Euro		688,770		4,233
3/10/2014	Polish Zloty		4,450,638	Euro		1,040,598		3,200
4/10/2014	Polish Zloty		4,746,256	Euro		1,120,060		(13,540	)
4/15/2014	Polish Zloty		4,578,308	Euro		1,084,213		(18,667	)

See notes to financial statements.

102

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Continued)

September 30, 2013

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
8/6/2014	Polish Zloty		963,300	Euro		221,994	$	2,105
10/9/2013	Polish Zloty		2,500,000	U.S. Dollars		780,762		19,349
3/28/2014	Serbian Dinar		31,310,564	Euro		259,086		5,122
10/11/2013	Singapore Dollar		2,419,882	U.S. Dollars		1,971,873		(42,961	)
12/11/2013	Singapore Dollar		2,188,625	U.S. Dollars		1,763,442		(18,746	)
2/6/2014	Singapore Dollar		917,603	U.S. Dollars		719,440		12,134
2/12/2014	Singapore Dollar		917,160	U.S. Dollars		722,856		8,378
2/28/2014	Singapore Dollar		1,411,379	U.S. Dollars		1,101,092		24,228
3/11/2014	Singapore Dollar		1,387,980	U.S. Dollars		1,115,139		(8,440	)
6/5/2014	Singapore Dollar		405,248	U.S. Dollars		322,367		828
7/31/2014	Singapore Dollar		1,428,700	U.S. Dollars		1,131,913		7,675
10/11/2013	South Korean Won		1,286,797,500	U.S. Dollars		1,121,588		74,807
3/12/2014	South Korean Won		636,720,000	U.S. Dollars		574,501		12,287
4/15/2014	South Korean Won		636,801,620	U.S. Dollars		556,937		29,045
6/27/2014	South Korean Won		606,000,000	U.S. Dollars		518,702		37,503
9/26/2014	South Korean Won		608,000,000	U.S. Dollars		556,267		2,441
10/3/2013	Swedish Krona		7,620,000	Euro		887,150		(14,598	)
3/10/2014	Swedish Krona		1,010,000	Euro		119,913		(5,726	)
4/10/2014	Swedish Krona		8,075,858	Euro		954,537		(41,079	)
4/15/2014	Swedish Krona		43,466,148	Euro		5,167,836		(263,131	)
10/1/2013	Turkish Lira		1,300,000	U.S. Dollars		639,103		4,331
10/15/2013	U.S. Dollars		785,833	Austrailian Dollar		840,000		3,025
11/5/2013	U.S. Dollars		1,401,915	Austrailian Dollar		1,379,430		118,293
10/28/2013	U.S. Dollars		1,723,982	Brazilian Real		3,820,000		12,909
12/4/2013	U.S. Dollars		340,215	British Pound		220,000		(15,769	)
5/9/2014	U.S. Dollars		154,630	British Pound		100,000		(7,008	)
10/7/2013	U.S. Dollars		1,650,230	Chilean Peso		840,000,000		(12,313	)
10/1/2013	U.S. Dollars		1,122,376	Euro		842,000		(16,726	)
10/8/2013	U.S. Dollars		515,440	Euro		390,000		(12,181	)
10/9/2013	U.S. Dollars		1,052,817	Euro		802,000		(32,190	)
10/16/2013	U.S. Dollars		1,381,821	Euro		1,038,000		(22,490	)
10/17/2013	U.S. Dollars		587,194	Euro		441,000		(9,437	)
10/18/2013	U.S. Dollars		250,063	Euro		188,000		(4,284	)
10/30/2013	U.S. Dollars		614,478	Euro		455,000		(1,115	)
10/31/2013	U.S. Dollars		99,134	Euro		76,597		(4,498	)
11/1/2013	U.S. Dollars		1,139,729	Euro		842,000		538
11/8/2013	U.S. Dollars		171,118	Euro		133,000		(8,829	)
11/14/2013	U.S. Dollars		131,320	Euro		100,000		(3,981	)
11/15/2013	U.S. Dollars		112,911	Euro		88,500		(6,831	)
11/20/2013	U.S. Dollars		224,070	Euro		175,000		(12,710	)
12/6/2013	U.S. Dollars		1,084,621	Euro		826,000		(33,029	)
1/7/2014	U.S. Dollars		637,792	Euro		485,308		(18,932	)
1/21/2014	U.S. Dollars		164,294	Euro		125,000		(4,865	)
2/20/2014	U.S. Dollars		377,760	Euro		283,000		(5,255	)

See notes to financial statements.

103

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Continued)

September 30, 2013

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
3/3/2014	U.S. Dollars		86,663	Euro		65,866	$	(2,484	)
3/7/2014	U.S. Dollars		316,357	Euro		241,782		(10,889	)
3/10/2014	U.S. Dollars		507,210	Euro		389,341		(19,759	)
3/17/2014	U.S. Dollars		159,900	Euro		122,880		(6,420	)
3/18/2014	U.S. Dollars		105,924	Euro		81,594		(4,515	)
3/20/2014	U.S. Dollars		259,255	Euro		200,000		(11,452	)
3/21/2014	U.S. Dollars		94,285	Euro		72,605		(3,989	)
4/15/2014	U.S. Dollars		1,065,474	Euro		810,000		(30,999	)
4/30/2014	U.S. Dollars		541,669	Euro		408,000		(10,663	)
5/5/2014	U.S. Dollars		270,781	Euro		204,295		(5,790	)
5/9/2014	U.S. Dollars		131,275	Euro		100,000		(4,105	)
5/16/2014	U.S. Dollars		375,558	Euro		283,000		(7,580	)
5/20/2014	U.S. Dollars		3,083,885	Euro		2,380,000		(138,320	)
6/9/2014	U.S. Dollars		570,334	Euro		434,350		(17,767	)
6/13/2014	U.S. Dollars		622,715	Euro		469,000		(12,313	)
7/15/2014	U.S. Dollars		616,454	Euro		470,000		(20,012	)
7/16/2014	U.S. Dollars		986,448	Euro		755,000		(35,965	)
7/18/2014	U.S. Dollars		397,206	Euro		302,000		(11,763	)
7/22/2014	U.S. Dollars		288,358	Euro		220,000		(9,571	)
7/23/2014	U.S. Dollars		234,874	Euro		178,745		(7,187	)
7/25/2014	U.S. Dollars		484,308	Euro		366,000		(11,344	)
7/29/2014	U.S. Dollars		917,232	Euro		691,917		(19,805	)
7/31/2014	U.S. Dollars		542,401	Euro		408,000		(10,143	)
8/1/2014	U.S. Dollars		882,698	Euro		664,000		(16,544	)
8/4/2014	U.S. Dollars		3,083,986	Euro		2,323,287		(62,434	)
8/5/2014	U.S. Dollars		1,217,762	Euro		919,023		(26,874	)
8/6/2014	U.S. Dollars		741,378	Euro		559,081		(15,790	)
8/11/2014	U.S. Dollars		106,668	Euro		80,000		(1,679	)
8/15/2014	U.S. Dollars		117,439	Euro		88,500		(2,422	)
8/19/2014	U.S. Dollars		422,723	Euro		319,000		(9,325	)
8/20/2014	U.S. Dollars		712,020	Euro		533,000		(9,869	)
8/25/2014	U.S. Dollars		311,131	Euro		232,085		(3,209	)
8/28/2014	U.S. Dollars		132,707	Euro		100,331		(3,184	)
9/5/2014	U.S. Dollars		573,207	Euro		434,350		(15,110	)
9/23/2014	U.S. Dollars		259,153	Euro		191,000		428
9/26/2014	U.S. Dollars		120,099	Euro		89,000		(461	)
10/15/2013	U.S. Dollars		1,659,962	Japanese Yen		166,500,000		(34,075	)
10/22/2013	U.S. Dollars		200,218	Japanese Yen		19,600,000		791
2/12/2014	U.S. Dollars		383,202	Japanese Yen		35,633,000		20,327
2/13/2014	U.S. Dollars		383,218	Japanese Yen		35,430,000		22,407
2/18/2014	U.S. Dollars		127,765	Japanese Yen		11,830,000		7,287
2/19/2014	U.S. Dollars		255,466	Japanese Yen		23,630,000		14,814
2/25/2014	U.S. Dollars		63,841	Japanese Yen		5,910,000		3,650
2/27/2014	U.S. Dollars		170,697	Japanese Yen		15,746,000		10,328

See notes to financial statements.

104

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Continued)

September 30, 2013

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
3/7/2014	U.S. Dollars		324,294	Japanese Yen		32,151,400		$	(3,180	)
3/19/2014	U.S. Dollars		375,691	Japanese Yen		35,670,000			12,349
3/24/2014	U.S. Dollars		379,267	Japanese Yen		35,843,000			14,149
4/10/2014	U.S. Dollars		5,024,008	Japanese Yen		493,608,750			(5,090	)
4/15/2014	U.S. Dollars		7,128,144	Japanese Yen		706,185,270			(67,207	)
4/21/2014	U.S. Dollars		493,899	Japanese Yen		48,070,000			4,077
4/22/2014	U.S. Dollars		210,132	Japanese Yen		20,570,000			525
6/3/2014	U.S. Dollars		800,000	Japanese Yen		80,680,000			(22,537	)
6/4/2014	U.S. Dollars		340,000	Japanese Yen		34,284,478			(9,536	)
6/9/2014	U.S. Dollars		907,128	Japanese Yen		90,000,000			(10,494	)
6/10/2014	U.S. Dollars		1,275,567	Japanese Yen		124,200,000			9,234
6/11/2014	U.S. Dollars		621,287	Japanese Yen		59,670,000			12,889
6/17/2014	U.S. Dollars		195,798	Japanese Yen		18,500,000			7,158
7/24/2014	U.S. Dollars		927,045	Japanese Yen		92,309,000			(14,630	)
7/25/2014	U.S. Dollars		196,721	Japanese Yen		19,500,000			(2,207	)
10/3/2013	U.S. Dollars		1,915,288	Malaysian Ringgit		6,084,500			48,983
10/3/2013	U.S. Dollars		1,834,611	Mexican Peso		22,740,000			97,812
10/28/2013	U.S. Dollars		1,036,510	Mexican Peso		13,400,000			15,430
12/5/2013	U.S. Dollars		1,219,471	Mexican Peso		15,200,710			64,546
10/3/2013	U.S. Dollars		592,240	New Zealand Dollar		765,000			(43,005	)
10/3/2013	U.S. Dollars		802,568	Philippine Peso		35,000,000			(1,310	)
10/9/2013	U.S. Dollars		762,067	Polish Zloty		2,500,000			(38,044	)
10/11/2013	U.S. Dollars		665,012	South Korean Won		750,000,000			(32,298	)
10/1/2013	U.S. Dollars		630,609	Turkish Lira		1,300,000			(12,826	)
								$	(1,556,622	)

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF OPEN FUTURES CONTRACTS

September 30, 2013

Description	Number of Contracts Purchased / (Sold)	Notional Value			Settlement Month	Unrealized Appreciation (Depreciation)
Euro Stoxx Futures	(13)	$	(506,331	)	Dec-13		$	(909	)
Nikkei 225 Futures	1		147,108		Dec-13			(3,668	)
S&P 500 Index Mini Futures	(39)		(3,264,885	)	Dec-13			14,531
U.S. Treasury 10-Year Note Futures	(54)		(6,825,094	)	Dec-13			(148,802	)
U.S. Treasury Long Bond Futures	(1)		(133,375	)	Dec-13			(1,603	)
U.S. Treasury Ultra Bond Futures	(8)		(1,136,750	)	Dec-13			(7,577	)
							$	(148,028	)

See notes to financial statements.

105

GuideMark^SMOpportunistic Fixed Income Fund

CREDIT DEFAULT SWAPS ON CORPORATE, INDICES, SOVEREIGN, AND U.S. MUNICIPAL ISSUES — BUY PROTECTION⁽¹⁾

September 30, 2013

Reference Obligation	Implied Credit Spread at September 30, 2013⁽³⁾		Fixed Pay Rate		Maturity Date	Counterparty	Notional Amount⁽⁴⁾		Fair Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
American International Group, Inc.		3.20%		5.000%	9/20/2018	Merrill Lynch		200,000	$	15,805		$	13,591			$	2,214
CDX.NA.EM.20 Index		2.94%		5.000%	12/20/2018	Merrill Lynch		2,175,000		(202,275	)		(202,275	)			0
CDX.NA.IG.20 Index		0.73%		1.000%	6/20/2018	Credit Suisse		425,000		(5,212	)		(5,212	)			0
Iberdola SA		1.63%		1.000%	9/20/2018	Merrill Lynch		325,000		13,161			22,978				(9,817	)
Intesa Sanpaolo SpA		2.85%		3.000%	12/20/2018	Credit Suisse		175,000		(1,298	)		(1,298	)			0
iTraxx Europe Crossover Series 18 Index		3.27%		5.000%	12/20/2017	Merrill Lynch		400,000		(35,099	)		(14,087	)			(21,012	)
iTraxx Europe Sub Financials Series 18 Index		1.76%		5.000%	12/20/2017	Credit Suisse		500,000		(87,740	)		(77,044	)			(10,696	)
iTraxx Europe Sub Financials Series 19 Index		1.95%		5.000%	6/20/2018	Merrill Lynch		800,000		(146,069	)		(109,739	)			(36,330	)
Russia Government Bond		1.76%		1.000%	12/20/2018	Deutsche Bank/ Merrill Lynch		2,325,000		86,984			74,466				12,518
Textron, Inc.		0.32%		1.000%	3/20/2017	Merrill Lynch		250,000		(5,857	)		(5,334	)			(523	)
Textron, Inc.		0.32%		1.000%	3/20/2017	Morgan Stanley		400,000		(9,371	)		(8,124	)			(1,247	)
Textron, Inc.		0.36%		1.000%	6/20/2017	Merrill Lynch		300,000		(7,069	)		(6,600	)			(469	)
UniCredit SpA		4.32%		5.000%	12/20/2018	Credit Suisse		200,000		(6,426	)		(6,426	)			0
									$	(384,040	)	$	(325,104	)		$	(65,362	)

GuideMark^SMOpportunistic Fixed Income Fund

CREDIT DEFAULT SWAPS ON CORPORATE, SOVEREIGN, AND U.S. MUNICIPAL ISSUES — SELL PROTECTION⁽²⁾

September 30, 2013

Reference Obligation	Implied Credit Spread at September 30, 2013⁽³⁾		Fixed Receive Rate		Maturity Date	Counterparty	Notional Amount⁽⁴⁾		Fair Value			Upfront Premiums Received			Unrealized Appreciation (Depreciation)
TXU Energy		41.63%		5.000%	6/20/2015	Credit Suisse		325,000	$	(120,042	)	$	(26,396	)		$	(93,646	)
TXU Energy		56.55%		5.000%	6/20/2015	Credit Suisse		450,000		(137,596	)		(39,863	)			(97,733	)
									$	(257,638	)	$	(66,259	)		$	(191,379	)

See notes to financial statements.

106

GuideMark^SMOpportunistic Fixed Income Fund

CENTRALLY CLEARED CREDIT DEFAULT SWAPS ON CREDIT INDICES — BUY PROTECTION⁽¹⁾

September 30, 2013

Reference Obligation	Implied Credit Spread at September 30, 2013⁽³⁾		Fixed Pay Rate		Maturity Date	Clearing Agent	Notional Amount⁽⁴⁾		Fair Value			Upfront Premiums Received			Unrealized Appreciation (Depreciation)
CDX.NA.HY.21 Index		3.98%		5.000%	12/20/2018	Intercontinental Exchange		3,950,000	$	(167,875	)	$	(167,875	)		$	0
CDX.NA.IG.20 Index		0.73%		1.000%	6/20/2018	Chicago Mercantile Exchange		4,500,000		(55,373	)		(26,312	)			(29,061	)
CDX.NA.IG.20 Index		0.73%		1.000%	6/20/2018	Chicago Mercantile Exchange		300,000		(3,860	)		(2,242	)			(1,618	)
									$	(227,108	)	$	(196,429	)		$	(30,679	)

GuideMark^SMOpportunistic Fixed Income Fund
OVER-THE-COUNTER INTEREST RATE SWAPS

September 30, 2013

Pay/Receive Floating Rate	Floating Rate Index	Fixed Pay Rate		Maturity Date	Counterparty	Notional Amount⁽⁴⁾		Fair Value			Upfront Premiums Received		Unrealized Appreciation (Depreciation)
Receive	3-MO-USD-LIBOR		3.018%	8/22/2023	JP Morgan Chase		7,290,000	$	(178,260	)	$	0		$	(178,260	)
Receive	3-MO-USD-LIBOR		3.848%	8/22/2043	JP Morgan Chase		4,170,000		(158,223	)		0			(158,223	)
								$	(336,483	)	$	0		$	(336,483	)

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

See notes to financial statements.

107

GuidePath^SMStrategic Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2013

Number of
Shares			Value
		INVESTMENT COMPANIES - 97.91%
		Affiliated Mutual Funds - 53.41%
	692,314	Altegris^®Macro Strategy Fund -
		Institutional Shares (a)	$	5,746,208
	1,322,272	GuideMark^SMGlobal Real Return
		Fund - Institutional Shares		11,926,889
	1,425,676	GuideMark^SMLarge Cap Growth
		Fund - Institutional Shares		17,664,126
	1,921,028	GuideMark^SMLarge Cap Value
		Fund - Institutional Shares		20,535,787
	1,073,172	GuideMark^SMOpportunistic Equity
		Fund - Institutional Shares		13,618,558
	1,405,787	GuideMark^SMSmall/Mid Cap Core
		Fund - Institutional Shares		21,522,606
	5,690,706	GuideMark^SMWorld ex-US Fund -
		Institutional Shares		48,769,347
				139,783,521
		Exchange Traded Funds - 44.50%
	92,722	iShares Core MSCI Emerging
		Markets ETF		4,510,925
	211,361	iShares MSCI Canada Index Fund (b)		5,983,630
	119,613	iShares MSCI Switzerland Index
		Fund (b)		3,742,691
	218,419	SPDR S&P 500 ETF Trust		36,716,234
	48,024	SPDR S&P 600 Small Cap Growth ETF (b)		7,818,307
	61,474	SPDR S&P China ETF (b)		4,550,920
	995,904	Vanguard FTSE All-World ex-US
		Index Fund (b)		48,400,934
	25,902	Vanguard Global ex-US Real
		Estate ETF (b)		1,469,162
	49,594	Vanguard REIT ETF (b)		3,281,139
				116,473,942
		Total Investment Companies
		(Cost $211,681,745)		256,257,463

Number of
Shares			Value
		SHORT TERM INVESTMENTS - 2.08%
		Money Market Funds - 2.08%
	5,451,041	Federated Prime Obligations Fund	$	5,451,041
		Total Short Term Investments
		(Cost $5,451,041)		5,451,041
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 14.61%
		Money Market Funds - 14.61%
	38,233,453	First American Government
		Obligations Fund		38,233,453
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $38,233,453)		38,233,453
		Total Investments
		(Cost $255,366,239) - 114.60%		299,941,957
		Liabilities in Excess of
		Other Assets - (14.60)%		(38,208,740	)
		TOTAL NET
		ASSETS - 100.00%	$	261,733,217

Percentages are stated as a percent of net assets.

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

See notes to financial statements.

108

GuidePath^SMTactical Constrained Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2013

Number of
Shares			Value
		INVESTMENT COMPANIES - 97.98%
		Affiliated Mutual Funds - 65.74%
	2,867,172	GuideMark^SMCore Fixed Income
		Fund - Institutional Shares	$	27,324,148
	1,520,661	GuideMark^SMLarge Cap Growth
		Fund - Institutional Shares		18,840,984
	1,752,434	GuideMark^SMLarge Cap Value
		Fund - Institutional Shares		18,733,524
	1,993,726	GuideMark^SMOpportunistic Equity
		Fund - Institutional Shares		25,300,385
	1,389,951	GuideMark^SMOpportunistic Fixed
		Income Fund - Institutional Shares		13,468,630
	854,187	GuideMark^SMSmall/Mid Cap Core
		Fund - Institutional Shares		13,077,600
	4,768,288	GuideMark^SMWorld ex-US Fund -
		Institutional Shares		40,864,231
				157,609,502
		Exchange Traded Funds - 28.96%
	24,195	Consumer Staples Select Sector
		SPDR Fund		962,961
	37,934	Healthcare Select Sector SPDR Fund		1,918,322
	11,106	iShares 10+ Year Credit Bond ETF		616,605
	154,861	iShares Core MSCI Emerging
		Markets ETF (a)		7,533,988
	16,427	iShares International Select
		Dividend ETF (a)		595,807
	93,357	iShares MSCI Canada Index Fund (a)		2,642,937
	16,712	PowerShares Asia Pacific
		ex-Japan ETF (a)		939,883
	19,835	PowerShares DB Gold Fund
		ETF (a)(b)		888,013
	75,854	SPDR Barclays High Yield Bond
		ETF (a)		3,022,023
	14,343	SPDR DB International Government
		Inflation-Protected Bond ETF (b)		854,699
	222,311	SPDR S&P 500 ETF Trust		37,370,479
	25,833	SPDR S&P Dividend ETF		1,780,927
	64,147	SPDR S&P International Health
		Care Sector ETF (a)		2,677,021
	4,929	Vanguard FTSE Pacific ETF		299,388
	20,937	Vanguard Global ex-US Real Estate
		ETF (a)		1,187,547
	74,778	Vanguard REIT ETF (a)		4,947,313
	14,877	Vanguard Telecom Services ETF (a)		1,201,615
				69,439,528

Number of
Shares			Value
		Mutual Funds - 3.28%
	271,618	AQR Diversified Arbitrage Fund -
		Institutional Shares	$	3,052,985
	167,725	DoubleLine Total Return Bond
		Fund - Institutional Shares		1,838,267
	307,486	PIMCO Emerging Local Bond
		Fund - Institutional Shares		2,961,086
				7,852,338
		Total Investment Companies
		(Cost $201,251,637)		234,901,368
		SHORT TERM INVESTMENTS - 2.05%
		Money Market Funds - 2.05%
	4,903,467	Federated Prime Obligations Fund		4,903,467
		Total Short Term Investments
		(Cost $4,903,467)		4,903,467
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 4.68%
		Money Market Funds - 4.68%
	11,226,168	First American Government
		Obligations Fund		11,226,168
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $11,226,168)		11,226,168
		Total Investments
		(Cost $217,381,272) - 104.71%		251,031,003
		Liabilities in Excess of
		Other Assets - (4.71)%		(11,283,508	)
		TOTAL NET
		ASSETS - 100.00%	$	239,747,495

Percentages are stated as a percent of net assets.

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

See notes to financial statements.

109

GuidePath^SMTactical Unconstrained Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2013

Number of
Shares			Value
		INVESTMENT COMPANIES - 97.94%
		Affiliated Mutual Funds - 32.07%
	554,564	GuideMark^SMCore Fixed Income
		Fund - Institutional Shares	$	5,284,992
	1,059,398	GuideMark^SMLarge Cap Growth
		Fund - Institutional Shares		13,125,937
	2,191,945	GuideMark^SMLarge Cap Value
		Fund - Institutional Shares		23,431,894
	2,122,277	GuideMark^SMOpportunistic Equity
		Fund - Institutional Shares		26,931,697
	1,498,100	GuideMark^SMOpportunistic Fixed
		Income Fund - Institutional Shares		14,516,592
	977,078	GuideMark^SMSmall/Mid Cap Core
		Fund - Institutional Shares		14,959,068
	1,570,570	GuideMark^SMWorld ex-US Fund -
		Institutional Shares		13,459,785
				111,709,965
		Exchange Traded Funds - 36.27%
	113,183	Guggenheim S&P 500 Equal
		Weight ETF (a)		7,379,532
	11,473	iShares Barclays CMBS Bond (a)		591,806
	45,650	iShares Core MSCI Emerging
		Markets ETF		2,220,872
	607,826	iShares MSCI ACWI ex US Index
		Fund (a)		27,242,761
	75,156	iShares S&P Small Cap 600 (a)		7,498,314
	5,468	PowerShares DB Gold Fund
		ETF (a)(b)		244,802
	97,562	SPDR Barclays Capital Short Term
		International Treasury Bond
		ETF (a)(b)		3,517,110
	115,101	SPDR Barclays High Yield Bond
		ETF (a)		4,585,624
	252,587	SPDR S&P 500 ETF Trust (a)		42,459,875
	53,515	SPDR S&P Emerging Asia Pacific
		ETF (a)		4,019,512
	303,829	Vanguard FTSE All-World ex-US
		Index Fund (a)		14,766,089
	149,285	Vanguard High Dividend Yield
		ETF (a)		8,582,395
	40,294	Vanguard Total Bond Market Index
		Fund (a)		3,258,979
				126,367,671

Number of
Shares			Value
		Mutual Funds - 29.60%
	1,138,508	Eaton Vance Floating-Rate Fund -
		Institutional Shares	$	10,405,966
	1,147,013	Eaton Vance Global Macro Absolute
		Return Advantage Fund -
		Institutional Shares		10,953,973
	128,997	Eaton Vance Global Macro Absolute
		Return Fund - Institutional Shares		1,215,152
	56,853	Eaton Vance Government Obligations
		Fund - Institutional Shares		396,832
	491,069	Eaton Vance Income Fund of Boston -
		Institutional Shares		2,926,769
	47,220	Eaton Vance Multi-Strategy Absolute
		Return Fund - Institutional Shares		413,647
	37,457	Eaton Vance Worldwide Health	��
		Sciences Fund - Institutional Shares		441,616
	155,684	Parametric Market Neutral Fund -
		Institutional Shares		1,541,274
	541,718	Parametric Option Absolute Return
		Strategy Fund - Institutional Shares		5,319,668
	152,062	Pioneer Strategic Income Fund -
		Class Y		1,660,518
	1,272,943	Stadion Managed Portfolio Trust -
		Institutional Shares (b)		13,073,122
	1,001,037	Virtus Allocator Premium AlphaSector
		Fund - Institutional Shares		11,321,730
	162,136	Virtus Global Premium AlphaSector
		Fund - Institutional Shares		1,913,202
	2,671,985	Virtus Premium AlphaSector Fund -
		Institutional Shares		41,522,650
				103,106,119
		Total Investment Companies
		(Cost $304,985,351)		341,183,755
		SHORT TERM INVESTMENTS - 2.50%
		Money Market Funds - 2.50%
	8,712,086	Federated Prime Obligations Fund		8,712,086
		Total Short Term Investments
		(Cost $8,712,086)		8,712,086

See notes to financial statements.

110

GuidePath^SMTactical Unconstrained Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2013

Number of
Shares			Value
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 14.86%
		Money Market Funds - 14.86%
	51,759,705	First American Government
		Obligations Fund	$	51,759,705
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $51,759,705)		51,759,705
		Total Investments
		(Cost $365,457,142) - 115.30%		401,655,546
		Liabilities in Excess of
		Other Assets - (15.30)%		(53,311,442	)
		TOTAL NET
		ASSETS - 100.00%	$	348,344,104

Percentages are stated as a percent of net assets.

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

See notes to financial statements.

111

GuidePath^SMAbsolute Return Asset Allocation Fund
SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2013

Number of
Shares			Value
		INVESTMENT COMPANIES - 97.99%
		Affiliated Mutual Funds - 11.84%
	2,986,995	GuideMark^SMCore Fixed Income
		Fund - Institutional Shares	$	28,466,058
	512,899	GuideMark^SMLarge Cap Value
		Fund - Institutional Shares		5,482,891
	1,855,752	GuideMark^SMOpportunistic Fixed
		Income Fund - Institutional Shares		17,982,237
	552,568	GuideMark^SMWorld ex-US Fund -
		Institutional Shares		4,735,506
				56,666,692
		Exchange Traded Funds - 39.79%
	191,903	iShares Barclays 7-10 Year Treasury
		Bond Fund (a)		19,595,215
	42,125	iShares Barclays Agency Bond Fund		4,685,985
	252,033	iShares Barclays Credit Bond Fund		27,005,336
	236,804	iShares Barclays MBS Bond
		Fund (a)		25,082,280
	14,358	iShares Core MSCI Emerging
		Markets ETF		698,517
	436,873	iShares Floating Rate Note
		Fund (a)		22,149,461
	81,619	iShares JPMorgan USD Emerging
		Markets Bond Fund (a)		8,896,471
	108,755	iShares MSCI ACWI Index Fund (a)		5,864,070
	43,336	PowerShares DB Agriculture
		Fund (a)(b)		1,095,968
	26,854	PowerShares DB Base Metals
		Fund (a)(b)		449,267
	37,643	PowerShares DB Energy Fund (b) .		1,060,027
	76,140	PowerShares International Corporate
		Bond Portfolio (a)		2,225,572
	424,158	PowerShares Senior Loan Portfolio		10,468,219
	200,128	SPDR Barclays 1-3 Month T-Bill
		ETF (a)(b)		9,163,861
	6,806	SPDR Barclays Capital Convertible
		Securities ETF (a)		307,631
	59,742	SPDR Barclays High Yield
		Bond ETF		2,380,121
	439,909	SPDR Barclays Short Term
		Corporate Bond ETF (a)		13,527,202
	99,034	SPDR DB International Government
		Inflation-Protected Bond ETF (b) .		5,901,436

Number of
Shares			Value
		Exchange Traded Funds (Continued)
	33,980	SPDR S&P 500 ETF Trust	$	5,712,038
	128,524	Vanguard FTSE All-World ex-US
		Index Fund (a)		6,246,266
	31,081	Vanguard Mid Cap Value (a)		2,276,062
	73,046	Vanguard Short-Term Bond
		Index Fund		5,870,707
	5,570	Vanguard Small Cap Value (a)		502,637
	113,939	Vanguard Total Bond Market
		Index Fund		9,215,386
				190,379,735
		Mutual Funds - 46.36%
	769,903	Aberdeen Equity Long Short Fund -
		Institutional Shares		9,400,521
	640,886	AQR Diversified Arbitrage Fund -
		Institutional Shares		7,203,554
	923,090	BlackRock Low Duration Bond
		Portfolio - Institutional Shares		8,963,202
	277,490	DoubleLine Core Fixed Income
		Fund - Institutional Shares		2,996,890
	875,581	DoubleLine Emerging Markets
		Fixed Income Bond Fund -
		Institutional Shares		8,957,196
	1,178,558	DoubleLine Low Duration Bond
		Fund - Institutional Shares		11,974,147
	391,221	DoubleLine Multi-Asset Growth
		Fund - Institutional Shares		3,873,090
	2,974,423	DoubleLine Total Return Bond
		Fund - Institutional Shares		32,599,681
	391,380	Eaton Vance Floating-Rate Fund -
		Institutional Shares		3,577,210
	748,735	Eaton Vance Global Macro Absolute
		Return Advantage Fund -
		Institutional Shares		7,150,415
	506,419	Eaton Vance Global Macro Absolute
		Return Fund - Institutional Shares .		4,770,466
	1,323,672	Eaton Vance Multi-Strategy Absolute
		Return Fund - Institutional Shares .		11,595,370
	179,550	Gateway Fund - Class Y		5,048,943
	494,686	Highbridge Statistical Market
		Neutral Fund - Select Shares (b)		7,167,997

See notes to financial statements.

112

GuidePath^SMAbsolute Return Asset Allocation Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2013

Number of
Shares			Value
		INVESTMENT COMPANIES (Continued)
		Mutual Funds (Continued)
	1,070,801	JPMorgan Floating Rate
		Income Fund	$	10,740,132
	62,054	JPMorgan Long/Short Fund -
		Select Shares (b)		1,022,022
	1,773,199	JPMorgan Multi-Sector Income
		Fund - Select Shares		17,856,113
	302,635	JPMorgan Strategic Income
		Opportunities Fund - Select Shares		3,583,196
	65,240	JPMorgan Strategic Preservation
		Fund - Select Shares		955,120
	307,832	Parametric Option Absolute Return
		Strategy Fund - Institutional Shares .		3,022,913
	728,555	Parametric Market Neutral Fund -
		Institutional Shares		7,212,693
	4,773,265	Pioneer Strategic Income Fund -
		Class Y		52,124,055
				221,794,926
		Total Investment Companies
		(Cost $469,281,045)		468,841,353

Number of
Shares			Value
		SHORT TERM INVESTMENTS - 1.88%
		Money Market Funds - 1.88%
	8,991,515	Federated Prime Obligations Fund	$	8,991,515
		Total Short Term Investments
		(Cost $8,991,515)		8,991,515
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 9.98%
		Money Market Funds - 9.98%
	47,759,912	First American Government
		Obligations Fund		47,759,912
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $47,759,912)		47,759,912
		Total Investments
		(Cost $526,032,472) - 109.85%		525,592,780
		Liabilities in Excess of
		Other Assets - (9.85)%		(47,117,491	)
		TOTAL NET
		ASSETS - 100.00%	$	478,475,289

Percentages are stated as a percent of net assets.

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

See notes to financial statements.

113

GuidePath^SMMulti-Asset Income Asset Allocation Fund
SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2013

Number of
Shares			Value
		INVESTMENT COMPANIES - 97.72%
		Affiliated Mutual Funds - 2.64%
	31,689	GuideMark^SMCore Fixed Income
		Fund - Institutional Shares	$	301,994
	46,667	GuideMark^SMOpportunistic Fixed
		Income Fund - Institutional Shares		452,200
	195,308	GuideMark^SMWorld ex-US Fund -
		Institutional Shares		1,673,788
				2,427,982
		Exchange Traded Funds - 62.67%
	17,698	iShares 10+ Year Credit Bond ETF		982,593
	30,010	iShares Barclays 20+ Year Treasury
		Bond Fund (a)		3,193,064
	12,041	iShares Barclays 7-10 Year Treasury
		Bond Fund (a)		1,229,507
	2,701	iShares Barclays US Treasury
		Inflation Protected Securities Fund		304,079
	95,105	iShares iBoxx $High Yield Corporate
		Bond Fund (a)		8,707,815
	3,522	iShares iBoxx Investment Grade
		Corporate Bond Fund		399,817
	115,288	iShares International Select
		Dividend ETF (a)		4,181,496
	56,932	iShares JPMorgan USD Emerging
		Markets Bond Fund (a)		6,205,588
	41,754	iShares MSCI Australia ETF (a)		1,055,124
	83,919	iShares S&P Global Infrastructure
		Index Fund (a)		3,171,299
	33,019	iShares S&P US Preferred Stock
		Index Fund (a)		1,254,722
	301,943	PowerShares International Dividend
		Achievers Portfolio (a)		5,226,633
	29,794	PowerShares Senior Loan
		Portfolio (a)		735,316
	5,266	SPDR Barclays Capital International
		Treasury Bond ETF		307,376
	49,596	SPDR Barclays High Yield Bond
		ETF (a)		1,975,905
	24,147	SPDR Dow Jones International
		Real Estate ETF		1,017,313
	16,647	Vanguard Global ex-US Real Estate
		ETF (a)		944,218
	19,465	Vanguard REIT ETF (a)		1,287,804

Number of
Shares			Value
		Exchange Traded Funds (Continued)
	15,013	WisdomTree Emerging Markets
		Equity Income Fund	$	776,022
	28,176	WisdomTree Emerging Markets
		SmallCap Dividend Fund (a)		1,314,410
	167,292	WisdomTree Equity Income Fund		8,690,819
	54,524	WisdomTree International SmallCap
		Dividend Fund (a)		3,276,347
	21,394	WisdomTree SmallCap Dividend
		Fund (a)		1,339,264
				57,576,531
		Mutual Funds - 32.41%
	401,108	Forward EM Corporate Debt Fund -
		Institutional Shares		3,730,307
	413,414	Forward International Dividend
		Fund - Institutional Shares		3,282,509
	302,018	Forward Select Income Fund -
		Institutional Shares		7,336,026
	58,897	Forward Select EM Dividend Fund -
		Institutional Shares		1,316,356
	466,404	Henderson Global Equity Income
		Fund - Institutional Shares		3,759,218
	90,643	JPMorgan Global Equity Income
		Fund - Select Shares		1,462,067
	536,548	JPMorgan High Yield Fund -
		Select Shares		4,329,939
	453,500	JPMorgan Income Builder Fund -
		Select Shares		4,562,207
				29,778,629
		Total Investment Companies
		(Cost $88,186,685)		89,783,142
		SHORT TERM INVESTMENTS - 2.18%
		Money Market Funds - 2.18%
	1,998,914	Federated Prime Obligations Fund		1,998,914
		Total Short Term Investments
		(Cost $1,998,914)		1,998,914

See notes to financial statements.

114

GuidePath^SMMulti-Asset Income Asset Allocation Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2013

Number of
Shares			Value
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 31.66%
		Money Market Funds - 31.66%
	29,084,862	First American Government
		Obligations Fund	$	29,084,862
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $29,084,862)		29,084,862
		Total Investments
		(Cost $119,270,461) - 131.56%		120,866,918
		Liabilities in Excess of
		Other Assets - (31.56)%		(28,992,151	)
		TOTAL NET
		ASSETS - 100.00%	$	91,874,767

Percentages are stated as a percent of net assets.

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

See notes to financial statements.

115

GuidePath^SMFixed Income Allocation Fund
SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2013

Number of
Shares			Value
		INVESTMENT COMPANIES - 98.01%
		Affiliated Mutual Funds - 34.52%
	5,376,173	GuideMark^SMCore Fixed Income
		Fund - Institutional Shares	$	51,234,931
	2,306,883	GuideMark^SMOpportunistic Fixed
		Income Fund - Institutional Shares		22,353,701
				73,588,632
		Exchange Traded Funds - 57.12%
	16,564	iShares 10+ Year Credit Bond ETF .		919,633
	91,905	iShares Barclays 1-3 Year Treasury
		Bond Fund (a)		7,762,296
	20,657	iShares Barclays 20+ Year Treasury
		Bond Fund (a)		2,197,905
	135,813	iShares Barclays 7-10 Year Treasury
		Bond Fund (a)		13,867,865
	18,400	iShares Barclays Agency Bond
		Fund (a)		2,046,816
	86,509	iShares Barclays Credit Bond
		Fund (a)		9,269,439
	13,343	iShares JPMorgan USD Emerging
		Markets Bond Fund (a)		1,454,387
	370,111	PowerShares Senior Loan
		Portfolio (a)		9,134,339
	147,571	SPDR Barclays High Yield Bond
		ETF (a)		5,879,229
	104,162	SPDR Barclays TIPS ETF		5,814,323
	52,191	SPDR DB International Government
		Inflation-Protected Bond ETF (b) .		3,110,062
	175,745	Vanguard Mortgage-Backed
		Securities ETF		9,052,625
	629,402	Vanguard Total Bond Market
		Index Fund		50,906,034
	7,834	WisdomTree Emerging Markets
		Local Debt Fund (a)		368,825
				121,783,778

Number of
Shares			Value
		Mutual Funds - 6.37%
	397,504	DoubleLine Total Return Bond
		Fund - Institutional Shares	$	4,356,639
	193,425	Loomis Sayles Bond Fund -
		Institutional Shares		2,918,784
	122,048	PIMCO Emerging Local Bond
		Fund - Institutional Shares		1,175,322
	456,750	PIMCO Unconstrained Bond
		Fund - Institutional Shares		5,133,873
				13,584,618
		Total Investment Companies
		(Cost $216,142,491)		208,957,028
		SHORT TERM INVESTMENTS - 1.85%
		Money Market Funds - 1.85%
	3,933,317	Federated Prime Obligations Fund		3,933,317
		Total Short Term Investments
		(Cost $3,933,317)		3,933,317
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 13.08%
		Money Market Funds - 13.08%
	27,893,049	First American Government
		Obligations Fund		27,893,049
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $27,893,049)		27,893,049
		Total Investments
		(Cost $247,968,857) - 112.94%		240,783,394
		Liabilities in Excess of
		Other Assets - (12.94)%		(27,587,646	)
		TOTAL NET
		ASSETS - 100.00%	$	213,195,748

Percentages are stated as a percent of net assets.

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

See notes to financial statements.

116

GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund
SCHEDULE OF INVESTMENTS (Unaudited)
September 30, 2013

Number of
Shares			Value
		INVESTMENT COMPANIES - 98.04%
		Affiliated Mutual Funds - 98.04%
	6,346,826	Altegris^®Equity Long Short
		Fund - Institutional Shares	$	70,195,898
	1,119,078	Altegris^®Fixed Income Long
		Short Fund - Institutional Shares (a)		11,369,829
	1,464,463	Altegris^®Futures Evolution
		Strategy Fund - Institutional
		Shares		13,575,569
	3,653,241	Altegris^®Macro Strategy Fund -
		Institutional Shares (a)		30,321,903
	1,535,458	Altegris^®Managed Futures
		Strategy Fund - Institutional
		Shares (a)		13,404,548
	2,129,328	GuideMark^SMOpportunistic
		Fixed Income Fund - Institutional
		Shares		20,633,190
				159,500,937
		Total Investment Companies
		(Cost $160,450,314)		159,500,937

Number of
Shares			Value
		SHORT TERM INVESTMENTS - 1.94%
		Money Market Funds - 1.94%
	3,154,769	Federated Prime Obligations Fund	$	3,154,769
		Total Short Term Investments
		(Cost $3,154,769)		3,154,769
		Total Investments
		(Cost $163,605,083) - 99.98%		162,655,706
		Other Assets in Excess
		of Liabilities - 0.02%		29,807
		TOTAL NET
		ASSETS - 100.00%	$	162,685,513

Percentages are stated as a percent of net assets.

(a)	Non-income producing security.

See notes to financial statements.

117

GuideMark^SM Funds & GuidePath^SMFunds
STATEMENTS OF ASSETS & LIABILITIES

September 30, 2013 (Unaudited)

	Large Cap			Large Cap			Small/Mid Cap
	Growth Fund			Value Fund			Core Fund
ASSETS:
Investments, at value (cost $144,663,410, $159,156,703, and $71,450,213, respectively)¹	$	191,136,233		$	215,437,447		$	87,844,788
Cash		—			10,444			—
Income receivable		78,933			282,047			48,783
Receivable for dividend reclaims		—			42,212			—
Receivable for investment securities sold		1,416,894			—			1,668,551
Receivable for fund shares sold		148,468			141,639			28,476
Receivable from securities lending agent (See Note 6)		—			79			3,891
Other assets		42,295			46,515			30,297
Total Assets		192,822,823			215,960,383			89,624,786
LIABILITIES:
Payable for collateral on securities loaned		10,916,880			12,601,030			5,501,415
Payable to securities lending agent (See Note 6)		115			—			—
Payable for investment securities purchased		1,334,652			227,338			1,370,642
Payable for fund shares redeemed		140,044			143,364			14,783
Payable to Investment Advisor		103,624			117,150			51,357
Other accrued expenses		177,878			159,522			78,028
Total Liabilities		12,673,193			13,248,404			7,016,225
NET ASSETS	$	180,149,630		$	202,711,979		$	82,608,561
NET ASSETS CONSIST OF:
Capital stock		184,865,314			306,441,404			82,859,688
Unrealized appreciation on investments		46,472,823			56,280,744			16,394,575
Accumulated undistributed net investment income (loss)		306,976			1,838,280			(140,181	)
Accumulated undistributed net realized loss		(51,495,483	)		(161,848,449	)		(16,505,521	)
Total Net Assets	$	180,149,630		$	202,711,979		$	82,608,561
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		4,005,734			6,378,306			3,237,053
Net assets		49,617,756			68,214,352			49,544,945
Net asset value, offering and redemption price per share	$	12.39		$	10.69		$	15.31
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		10,646,600			12,490,267			2,176,263
Net assets		130,531,874			134,497,627			33,063,616
Net asset value, offering and redemption price per share	$	12.26		$	10.77		$	15.19

¹Includes loaned securities with a market value of:	$	10,571,906		$	12,098,693		$	5,271,338

See notes to financial statements.

118

GuideMark^SM Funds & GuidePath^SM Funds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2013 (Unaudited)

	World			Opportunistic		Global Real
	ex-US Fund			Equity Fund		Return Fund
ASSETS:
Investments, at value (cost $289,870,357, $121,361,019, and $97,808,632, respectively)¹	$	336,353,990		$	150,131,295	$	96,177,441
Foreign currencies (cost $1,041,913, $0, and $0, respectively)		1,043,462			—		—
Cash		—			6,336		90,895
Income receivable		912,174			134,720		65,075
Receivable for dividend reclaims		255,833			—		—
Receivable for investment securities and foreign currencies sold		3,788,477			105,773		—
Receivable for fund shares sold		199,072			23,048		44,301
Other assets		67,412			35,417		33,895
Total Assets		342,620,420			150,436,589		96,411,607
LIABILITIES:
Payable for collateral on securities loaned		449,000			5,513,272		19,925,660
Payable to securities lending agent (See Note 6)		5,588			—		—
Payable for investment securities purchased		3,378,621			552,685		68,251
Payable for fund shares redeemed		238,157			85,414		42,197
Payable to Investment Advisor		184,204			95,927		40,739
Other accrued expenses		311,358			106,571		197,645
Total Liabilities		4,566,928			6,353,869		20,274,492
NET ASSETS	$	338,053,492		$	144,082,720	$	76,137,115
NET ASSETS CONSIST OF:
Capital stock		506,490,577			112,322,924		88,566,926
Unrealized appreciation (depreciation) on:
Investments		46,483,633			28,770,284		(1,631,191	)
Foreign currencies		11,788			—		—
Accumulated undistributed net investment income		5,850,419			499,908		481,959
Accumulated undistributed net realized gain (loss)		(220,782,925	)		2,489,604		(11,280,579	)
Total Net Assets	$	338,053,492		$	144,082,720	$	76,137,115
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		12,777,440			5,189,176		1,322,272
Net assets		109,549,000			65,857,872		11,929,588
Net asset value, offering and redemption price per share	$	8.57		$	12.69	$	9.02
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		26,757,640			6,218,221		7,109,922
Net assets		228,504,492			78,224,848		64,207,527
Net asset value, offering and redemption price per share	$	8.54		$	12.58	$	9.03
¹Includes loaned securities with a market value of:	$	432,280		$	5,338,213	$	19,059,723

See notes to financial statements.

119

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2013 (Unaudited)

	Core		Tax-Exempt		Opportunistic
	Fixed Income		Fixed Income		Fixed Income
	Fund		Fund		Fund
ASSETS:
Investments, at value (cost $353,055,820, $57,968,441, and $235,050,258, respectively)¹	$	354,711,052	$	60,144,757	$	232,461,850
Appreciation of swap agreements		—		—		14,732
Foreign currencies (cost $0, $0, and $2,616,880, respectively)		—		—		2,592,407
Variation margin on futures and centrally cleared swaps		—		—		512,862
Income receivable		2,034,899		867,825		2,704,870
Receivable for investment securities and foreign currencies sold		7,177,173		460,875		3,682,640
Receivable for fund shares sold		183,388		80,362		165,278
Swap premiums paid		—		—		111,035
Deposits with brokers for forwards and swaps		—		—		1,076,000
Appreciation of forward foreign currency contracts		—		—		976,456
Receivable from securities lending agent (See Note 6)		1,733		—		—
Other assets		107,749		45,663		21,855
Total Assets		364,215,994		61,599,482		244,319,985
LIABILITIES:
Depreciation of forward foreign currency contracts		—		—		2,533,078
Depreciation on swap agreements		—		—		638,635
Payable for collateral on securities loaned		3,567,388		—		—
Payable for investment securities and foreign currencies purchased		12,117,525		242,733		1,872,900
Payable for fund shares redeemed		282,433		24,781		156,974
Payable to Investment Advisor		131,260		19,404		135,575
Payable to Custodian		145,827		—		1,589,281
Swap premiums received		—		—		698,827
Other accrued expenses		362,443		89,890		407,554
Total Liabilities		16,606,876		376,808		8,032,824
NET ASSETS	$	347,609,118	$	61,222,674	$	236,287,161

See notes to financial statements.

120

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STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2013 (Unaudited)

	Core			Tax-Exempt			Opportunistic
	Fixed Income			Fixed Income			Fixed Income
	Fund			Fund			Fund
NET ASSETS CONSIST OF:
Capital stock	$	348,039,959		$	63,480,009		$	243,346,092
Unrealized appreciation (depreciation) on:
Investments		1,655,240			2,176,316			(2,588,408	)
Foreign currencies		—			—			(18,354	)
Swaps		—			—			(623,903	)
Forward currency exchange contracts		—			—			(1,556,622	)
Futures contracts		—			—			(148,028	)
Accumulated undistributed net investment income (loss)		(349,700	)		60,617			(3,208,777	)
Accumulated undistributed net realized gain (loss)		(1,736,381	)		(4,494,268	)		1,085,161
Total Net Assets	$	347,609,118		$	61,222,674		$	236,287,161
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		11,816,592			—			9,240,808
Net assets		112,664,457			—			89,558,940
Net asset value, offering and redemption price per share	$	9.53			—		$	9.69
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		24,573,166			5,572,802			15,116,664
Net assets		234,944,661			61,222,674			146,728,221
Net asset value, offering and redemption price per share	$	9.56		$	10.99		$	9.71
¹Includes loaned securities with a market value of:	$	3,477,825		$	—		$	—

See notes to financial statements.

121

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STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2013 (Unaudited)

				Tactical			Tactical		Absolute
	Strategic			Constrained^SM			Unconstrained^SM		Return
	Asset Allocation			Asset Allocation			Asset Allocation		Asset Allocation
	Fund			Fund			Fund		Fund
ASSETS:
Investments, at value (cost $142,729,396, $84,900,234, $277,814,527, and $470,389,050, respectively)¹	$	160,158,436		$	93,421,501		$	289,945,581	$	468,926,088
Investments in affiliates, at value (cost $112,636,843, $132,481,038, $87,642,615 and $55,643,422, respectively)		139,783,521			157,609,502			111,709,965		56,666,692
Cash		12,947			14,811			82,880		—
Income receivable		183,692			215,950			216,177		502,406
Receivable for investment securities sold		89,216			42,428			84,765		617,808
Receivable for fund shares sold		445,194			441,306			1,180,630		1,147,086
Other assets		29,782			35,339			39,972		69,110
Total Assets		300,702,788			251,780,837			403,259,970		527,929,190
LIABILITIES:
Payable for collateral on securities loaned		38,233,453			11,226,168			51,759,705		47,759,912
Payable for investment securities purchased		—			120,424			1,690,412		—
Payable for fund shares redeemed		315,202			295,229			835,927		531,289
Payable to Investment Advisor		59,502			50,341			133,931		213,868
Payable to Custodian		—			—			—		277,104
Other accrued expenses		361,414			341,180			495,891		671,728
Total Liabilities		38,969,571			12,033,342			54,915,866		49,453,901
NET ASSETS	$	261,733,217		$	239,747,495		$	348,344,104	$	478,475,289
NET ASSETS CONSIST OF:
Capital stock		217,070,128			208,338,673			309,370,126		480,851,065
Unrealized appreciation (depreciation) on:
Investments		17,429,040			8,521,267			12,131,054		(1,462,962	)
Investments in affiliates		27,146,678			25,128,464			24,067,350		1,023,270
Accumulated undistributed net investment income (loss)		(12,931	)		527,954			177,923		6,252,942
Accumulated undistributed net realized gain (loss)		100,302			(2,768,863	)		2,597,651		(8,189,026	)
Total Net Assets	$	261,733,217		$	239,747,495		$	348,344,104	$	478,475,289
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		138,341			138,260			94,234		67,387
Net assets		1,516,881			1,501,024			997,921		673,596
Net asset value, offering and redemption price per share	$	10.96		$	10.86		$	10.59	$	10.00
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		23,787,893			21,986,529			32,841,790		47,927,380
Net assets		260,216,336			238,246,471			347,346,183		477,801,693
Net asset value, offering and redemption price per share	$	10.94		$	10.84		$	10.58	$	9.97
¹Includes loaned securities with a market value of:	$	37,151,616		$	10,829,341		$	50,147,445	$	46,575,274

See notes to financial statements.

122

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STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2013 (Unaudited)

	Multi-Asset						Altegris^®
	Income			Fixed Income			Diversified
	Asset Allocation			Allocation			Alternatives
	Fund			Fund			Allocation Fund
ASSETS:
Investments, at value (cost $117,084,979, $171,506,259, and $3,154,769, respectively)¹	$	118,438,936		$	167,194,762		$	3,154,769
Investments in affiliates, at value (cost $2,185,482, $76,462,598, and $160,450,314, respectively)		2,427,982			73,588,632			159,500,937
Cash		36,461			36,612			—
Income receivable		90,174			31,231			82
Receivable for investment securities sold		47,717			333,004			106,420
Receivable for fund shares sold		120,090			454,369			280,952
Other assets		44,358			46,239			26,627
Total Assets		121,205,718			241,684,849			163,069,787
LIABILITIES:
Payable for collateral on securities loaned		29,084,862			27,893,049			—
Payable for investment securities purchased		30,224			19,192			—
Payable for fund shares redeemed		43,958			194,508			160,399
Payable to Investment Advisor		26,605			44,069			—
Other accrued expenses		145,302			338,283			223,875
Total Liabilities		29,330,951			28,489,101			384,274
NET ASSETS	$	91,874,767		$	213,195,748		$	162,685,513
NET ASSETS CONSIST OF:
Capital stock		90,384,069			222,446,051			163,849,501
Unrealized appreciation (depreciation) on:
Investments		1,353,957			(4,311,497	)		—
Investments in affiliates		242,500			(2,873,966	)		(949,377	)
Accumulated undistributed net investment income		388,264			532,413			236,869
Accumulated undistributed net realized (loss)		(494,023	)		(2,597,253	)		(451,480	)
Total Net Assets	$	91,874,767		$	213,195,748			162,685,513
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		—			60,228			63,108
Net assets		—			578,726			627,621
Net asset value, offering and redemption price per share		—		$	9.61		$	9.95
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		8,849,174			22,131,724			16,332,226
Net assets		91,874,767			212,617,022			162,057,892
Net asset value, offering and redemption price per share	$	10.38		$	9.61		$	9.92
¹Includes loaned securities with a market value of:	$	28,162,695		$	27,194,241		$	—

See notes to financial statements.

123

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STATEMENTS OF OPERATIONS

For the Period Ended September 30, 2013 (Unaudited)

	Large Cap			Large Cap			Small/Mid Cap
	Growth Fund			Value Fund			Core Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $8,816, $33,447, and $0, respectively)	$	1,416,907		$	2,561,281		$	418,124
Interest income		309			420			257
Total investment income		1,417,216			2,561,701			418,381
EXPENSES:
Investment advisory fees		613,885			689,765			294,623
Distribution (12b-1) fees – Service Shares		160,428			165,427			40,942
Administrative service fees – Service Shares		160,428			165,427			40,942
Shareholder servicing fees – Service Shares		51,337			46,320			8,189
Legal fees		37,686			42,641			14,015
Custody fees		37,364			13,681			27,790
Administration fees		33,761			36,957			15,131
Federal and state registration fees		19,873			21,392			19,104
Fund accounting fees		19,432			20,667			10,276
Audit and tax fees		17,114			17,114			15,744
Directors’ fees and expenses		13,134			14,664			5,686
Reports to shareholders		9,950			10,675			4,048
Transfer agent fees and expenses		6,708			7,077			4,821
Insurance fees		4,928			5,268			2,202
Compliance fees		3,480			3,880			1,584
Total expenses		1,189,508			1,260,955			505,097
Expense recapture (reimbursement) by Advisor (See Note 3)		(5,791	)		—			1,737
Less securities lending credit (See Note 6)		(11,363	)		(11,705	)		(10,320	)
Net expenses		1,172,354			1,249,250			496,514
Net investment income (loss)		244,862			1,312,451			(78,133	)
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments		10,357,897			10,901,266			8,426,757
Net change in unrealized appreciation on investments		6,006,731			11,253,136			706,833
Net realized and unrealized gain		16,364,628			22,154,402			9,133,590
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	16,609,490		$	23,466,853		$	9,055,457

See notes to financial statements.

124

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STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2013 (Unaudited)

	World			Opportunistic			Global Real
	ex-US Fund			Equity Fund			Return Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $633,313, $2,981, and $0), respectively)	$	5,344,187		$	1,300,758		$	916,274
Interest income		1,397			881			69
Total investment income		5,345,584			1,301,639			916,343
EXPENSES:
Investment advisory fees		1,118,372			576,666			257,128
Distribution (12b-1) fees – Service Shares		276,097			98,802			83,813
Administrative service fees – Service Shares		276,097			98,802			83,813
Shareholder servicing fees – Service Shares		82,829			21,737			21,791
Legal fees		56,825			35,441			16,112
Custody fees		258,573			18,065			7,711
Administration fees		56,252			27,912			16,248
Federal and state registration fees		25,921			19,807			19,666
Fund accounting fees		76,719			17,592			6,810
Audit and tax fees		16,782			15,810			9,475
Directors’ fees and expenses		23,181			11,170			4,380
Reports to shareholders		14,814			10,733			3,830
Transfer agent fees and expenses		9,324			5,968			4,292
Insurance fees		7,585			3,950			732
Compliance fees		6,185			2,836			1,006
Total expenses		2,305,556			965,291			536,807
Expense recapture (reimbursement) by Advisor (See Note 3)		(31,848	)		13,618			—
Less securities lending credit (See Note 6)		(940	)		(17,405	)		(87,535	)
Net expenses		2,272,768			961,504			449,272
Net investment income		3,072,816			340,135			467,071
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments		(372,182	)		10,162,396			(2,358,499	)
Foreign currencies		(110,353	)		—			—
Total		(482,535	)		10,162,396			(2,358,499	)
Net change in unrealized appreciation (depreciation) on:
Investments		17,561,186			4,921,185			(1,491,072	)
Foreign currencies		23,401			—			—
Total		17,584,587			4,921,185			(1,491,072	)
Net realized and unrealized gain (loss)		17,102,052			15,083,581			(3,849,571	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	20,174,868		$	15,423,716		$	(3,382,500	)

See notes to financial statements.

125

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STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2013 (Unaudited)

	Core			Tax-Exempt			Opportunistic
	Fixed Income			Fixed Income			Fixed Income
	Fund			Fund			Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $0, $0, $4,048)	$	—		$	—		$	181,056
Interest income (net of withholding tax of $0, $0, $21,830)		4,424,559			1,420,842			6,637,655
Total investment income		4,424,559			1,420,842			6,818,711
EXPENSES:
Investment advisory fees		951,664			167,491			924,449
Distribution (12b-1) fees – Service Shares		317,526			83,745			194,667
Administrative service fees – Service Shares		317,526			83,745			194,667
Shareholder servicing fees – Service Shares		127,011			33,498			62,294
Legal fees		106,307			15,609			56,673
Custody fees		31,785			6,028			104,653
Administration fees		80,307			14,639			52,052
Federal and state registration fees		23,351			21,140			28,787
Fund accounting fees		102,855			20,097			99,158
Audit and tax fees		19,613			14,589			24,363
Directors’ fees and expenses		32,187			4,940			14,970
Reports to shareholders		21,169			2,655			12,905
Transfer agent fees and expenses		11,717			3,506			7,282
Insurance fees		12,873			2,295			2,379
Compliance fees		8,085			1,397			3,621
Total expenses		2,163,976			475,374			1,782,920
Expense reimbursement by Advisor (See Note 3)		(58,228	)		(43,249	)		(29,665	)
Less securities lending credit (See Note 6)		(1,300	)		—			—
Net expenses		2,104,448			432,125			1,753,255
Net investment income		2,320,111			988,717			5,065,456
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments		(2,831,458	)		(166,039	)		(1,608,694	)
Foreign currencies		—			—			52,299
Forward currency exchange contracts		—			—			3,109,246
Swaps		—			—			(762,640	)
Futures contracts		—			—			(316,765	)
Total		(2,831,458	)		(166,039	)		473,446
Net change in unrealized appreciation (depreciation) on:
Investments		(9,582,294	)		(4,026,918	)		(7,977,868	)
Foreign currencies		—			—			12,683
Forward currency contracts		—			—			(5,409,709	)
Swaps		—			—			(556,963	)
Futures contracts		—			—			(17,525	)
Total		(9,582,294	)		(4,026,918	)		(13,949,382	)
Net realized and unrealized loss		(12,413,752	)		(4,192,957	)		(13,475,936	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(10,093,641	)	$	(3,204,240	)	$	(8,410,480	)

See notes to financial statements.

126

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STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2013 (Unaudited)

				Tactical			Tactical			Absolute
	Strategic			Constrained^SM			Unconstrained^SM			Return
	Asset Allocation			Asset Allocation			Asset Allocation			Asset Allocation
	Fund			Fund			Fund			Fund
INVESTMENT INCOME:
Dividend income	$	1,554,520		$	946,485		$	1,599,507		$	4,336,726
Dividends from affiliate investments		—			694,032			421,405			2,690,563
Interest income		1,312			1,171			9,173			4,898
Total investment income		1,555,832			1,641,688			2,030,085			7,032,187
EXPENSES:
Investment advisory fees		319,817			295,438			580,326			878,742
Distribution (12b-1) fees – Service Shares		318,646			294,277			413,476			626,938
Administrative service fees – Service Shares		318,646			294,277			413,476			626,938
Shareholder servicing fees – Service Shares		114,713			105,940			148,851			225,698
Legal fees		32,217			32,367			41,918			65,568
Custody fees		33,727			44,350			61,245			86,015
Administration fees		48,831			44,550			62,207			97,248
Federal and state registration fees		21,698			22,565			24,925			30,603
Fund accounting fees		22,477			21,732			28,264			42,567
Audit and tax fees		9,105			9,105			9,105			9,105
Directors’ fees and expenses		13,848			12,792			17,461			28,301
Reports to shareholders		12,012			10,930			14,825			23,980
Transfer agent fees and expenses		6,762			6,471			7,848			10,875
Insurance fees		2,142			1,959			2,691			4,467
Compliance fees		3,423			3,211			4,409			6,881
Total expenses		1,278,064			1,199,964			1,831,027			2,763,926
Expense recapture (reimbursement) by Advisor (See Note 3)		45,974			51,018			82,092			178,178
Less securities lending credit (See Note 6)		(47,695	)		(72,155	)		(91,910	)		(183,770	)
Net expenses		1,276,343			1,178,827			1,821,209			2,758,334
Net investment income		279,489			462,861			208,876			4,273,853
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments		176,188			(1,956,042	)		3,392,188			(4,227,947	)
Investments in affiliates		1,152,668			(165,059	)		160,639			(1,055,031	)
Total		1,328,856			(2,121,101	)		3,552,827			(5,282,978	)
Net change in unrealized appreciation (depreciation) on:
Investments		5,792,287			1,539,371			(2,474,764	)		(7,306,119	)
Investments in affiliates		8,890,204			8,800,882			8,412,500			(1,915,977	)
Total		14,682,491			10,340,253			5,937,736			(9,222,096	)
Net realized and unrealized gain (loss)		16,011,347			8,219,152			9,490,563			(14,505,074	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	16,290,836		$	8,682,013		$	9,699,439		$	(10,231,221	)

See notes to financial statements.

127

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STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2013 (Unaudited)

	Multi-Asset						Altegris^®
	Income			Fixed Income			Diversified
	Asset Allocation			Allocation			Alternatives
	Fund			Fund			Allocation Fund
INVESTMENT INCOME:
Dividend income	$	2,147,402		$	1,693,852		$	28,583
Dividends from affiliate investments		28,400			1,273,799			575,133
Interest income		540			5,900			832
Contributions from Affiliated Parties		—			—			65,641
Total investment income		2,176,342			2,973,551			670,189
EXPENSES:
Investment advisory fees		152,820			281,860			—
Distribution (12b-1) fees – Service Shares		109,157			281,206			206,168
Administrative service fees – Service Shares		109,157			281,206			—
Shareholder servicing fees – Service Shares		39,297			101,234			74,221
Legal fees		12,407			37,850			43,523
Custody fees		30,981			34,763			21,984
Administration fees		15,541			44,554			31,827
Federal and state registration fees		32,515			28,972			29,349
Fund accounting fees		4,941			14,585			10,065
Audit and tax fees		8,957			8,957			8,957
Directors’ fees and expenses		4,286			12,763			9,060
Reports to shareholders		3,657			10,846			7,778
Transfer agent fees and expenses		3,213			6,713			5,582
Insurance fees		312			1,523			915
Compliance fees		1,177			3,039			2,250
Total expenses		528,418			1,150,071			451,679
Expense recapture by Advisor (See Note 3)		20,380			—			—
Less securities lending credit (See Note 6)		(104,425	)		(103,250	)		—
Net expenses		444,373			1,046,821			451,679
Net investment income		1,731,969			1,926,730			218,510
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
Net realized loss on:
Investments		(453,196	)		(2,164,680	)		—
Investments in affiliates		(119,975	)		(783,566	)		(312,474	)
Total		(573,171	)		(2,948,246	)		(312,474	)
Net change in unrealized appreciation (depreciation) on:
Investments		(1,350,944	)		(3,314,261	)		—
Investments in affiliates		103,781			(2,442,046	)		(1,215,609	)
Total		(1,247,163	)		(5,756,307	)		(1,215,609	)
Net realized and unrealized loss		(1,820,334	)		(8,704,553	)		(1,528,083	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(88,365	)	$	(6,777,823	)	$	(1,309,573	)

See notes to financial statements.

128

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STATEMENTS OF CHANGES IN NET ASSETS

	Large Cap Growth Fund						Large Cap Value Fund
	Period Ended September 30, 2013			Year Ended March 31, 2013			Period Ended September 30, 2013			Year Ended March 31, 2013
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	244,862		$	615,990		$	1,312,451		$	2,778,763
Net realized gain on investment transactions		10,357,897			12,907,901			10,901,266			1,243,514
Change in unrealized appreciation (depreciation) on investments		6,006,731			(6,127,721	)		11,253,136			19,933,765
Net increase in net assets resulting from operations		16,609,490			7,396,170		$	23,466,853			23,956,042
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		6,816,229			21,114,514			11,492,492			28,863,915
Shares issued to holders in reinvestment of dividends		—			245,969			—			973,550
Shares redeemed		(6,723,621	)		(10,260,736	)		(11,563,562	)		(15,604,223	)
Net increase (decrease)		92,608			11,099,747			(71,070	)		14,233,242
Service Shares
Shares sold		16,167,797			21,361,024			15,946,548			20,957,853
Shares issued to holders in reinvestment of dividends		—			236,843			—			1,840,459
Shares redeemed		(33,910,858	)		(58,405,005	)		(36,155,068	)		(61,447,421	)
Net decrease		(17,743,061	)		(36,807,138	)		(20,208,520	)		(38,649,109	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		—			(245,969	)		—			(973,550	)
Net investment income – Service Shares		—			(236,885	)		—			(1,840,687	)
Total dividends and distributions		—			(482,854	)		—			(2,814,237	)
INCREASE (DECREASE) IN NET ASSETS		(1,040,963	)		(18,794,075	)		3,187,263			(3,274,062	)
NET ASSETS:
Beginning of year		181,190,593			199,984,668			199,524,716			202,798,778
End of year (including undistributed net investment income of $306,976, $62,114, $1,838,280 and $525,829, respectively)	$	180,149,630		$	181,190,593		$	202,711,979		$	199,524,716
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		573,853			2,048,776			1,126,211			3,437,991
Shares issued to holders in reinvestment of dividends		—			24,044			—			115,350
Shares redeemed		(584,036	)		(991,010	)		(1,157,869	)		(1,875,144	)
Net increase (decrease)		(10,183	)		1,081,810			(31,658	)		1,678,197
Service Shares
Shares sold		1,372,292			2,059,739			1,553,276			2,429,746
Shares issued to holders in reinvestment of dividends		—			23,288			—			215,763
Shares redeemed		(2,971,700	)		(5,725,792	)		(3,667,550	)		(7,295,530	)
Net decrease		(1,599,408	)		(3,642,765	)		(2,114,274	)		(4,650,021	)

See notes to financial statements.

129

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	Small/Mid Cap Core Fund						World ex-US Fund
	Period Ended September 30, 2013			Year Ended March 31, 2013			Period Ended September 30, 2013			Year Ended March 31, 2013
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income (loss)	$	(78,133	)	$	273,437		$	3,072,816		$	2,903,141
Net realized gain (loss) on investment transactions		8,426,757			5,068,942			(482,535	)		(4,179,666	)
Change in unrealized appreciation on investments		706,833			7,546,233			17,584,587			25,818,039
Net increase in net assets resulting from operations		9,055,457			12,888,612		$	20,174,868			24,541,514
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		8,046,365			22,445,768			29,618,228			52,506,550
Shares issued to holders in reinvestment of dividends		—			341,432			—			644,419
Shares redeemed		(8,400,852	)		(14,900,622	)		(11,610,444	)		(14,909,881	)
Net increase (decrease)		(354,487	)		7,886,578			18,007,784			38,241,088
Service Shares
Shares sold		3,483,130			5,372,925			56,045,319			68,395,204
Shares issued to holders in reinvestment of dividends		—			126,113			—			1,440,442
Shares redeemed		(14,558,607	)		(18,874,352	)		(38,584,840	)		(74,045,567	)
Net increase (decrease)		(11,075,477	)		(13,375,314	)		17,460,479			(4,209,921	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		—			(341,432	)		—			(644,419	)
Net investment income – Service Shares		—			(126,133	)		—			(1,441,139	)
Total dividends and distributions		—			(467,565	)		—			(2,085,558	)
INCREASE (DECREASE) IN NET ASSETS		(2,374,507	)		6,932,311			55,643,131			56,487,123
NET ASSETS:
Beginning of year		84,983,068			78,050,757			282,410,361			225,923,238
End of year (including undistributed net investment income (loss) of $(140,181), $(62,048), $5,850,419 and $2,777,603, respectively)	$	82,608,561		$	84,983,068		$	338,053,492		$	282,410,361
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		564,157			1,934,772			3,617,756			7,113,356
Shares issued to holders in reinvestment of dividends		—			28,862			—			82,301
Shares redeemed		(610,669	)		(1,284,015	)		(1,405,718	)		(2,030,934	)
Net increase (decrease)		(46,512	)		679,619			2,212,038			5,164,723
Service Shares
Shares sold		244,347			456,562			6,973,201			9,665,692
Shares issued to holders in reinvestment of dividends		—			10,697			—			183,965
Shares redeemed		(1,088,447	)		(1,615,250	)		(4,719,608	)		(9,919,664	)
Net increase (decrease)		(844,100	)		(1,147,991	)		2,253,593			(70,007	)

See notes to financial statements.

130

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Opportunistic Equity Fund						Global Real Return Fund
	Period Ended September 30, 2013			Year Ended March 31, 2013			Period Ended September 30, 2013			Year Ended March 31, 2013
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	340,135		$	746,058		$	467,071		$	897,253
Net realized gain (loss) on investment transactions		10,162,396			4,854,198			(2,358,499	)		(4,756,580	)
Change in unrealized appreciation (depreciation) on investments		4,921,185			13,201,143			(1,491,072	)		4,879,279
Net increase (decrease) in net assets resulting from operations		15,423,716			18,801,399			(3,382,500	)		1,019,952
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		6,236,127			29,457,609			1,552,610			8,619,468
Shares issued to holders in reinvestment of dividends		—			394,887			—			134,336
Shares redeemed		(15,012,083	)		(17,215,858	)		(834,200	)		(7,635,480	)
Net increase (decrease)		(8,775,956	)		12,636,638			718,410			1,118,324
Service Shares
Shares sold		4,872,746			9,325,458			8,586,296			11,349,361
Shares issued to holders in reinvestment of dividends		—			191,398			—			733,867
Shares redeemed		(22,155,169	)		(46,106,624	)		(12,246,261	)		(44,895,468	)
Net decrease		(17,282,423	)		(36,589,768	)		(3,659,965	)		(32,812,240	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		—			(394,887	)		—			(134,336	)
Net investment income – Service Shares		—			(191,398	)		—			(733,867	)
Total dividends and distributions		—			(586,285	)		—			(868,203	)
DECREASE IN NET ASSETS		(10,634,663	)		(5,738,016	)		(6,324,055	)		(31,542,167	)
NET ASSETS:
Beginning of year		154,717,383			160,455,399			82,461,170			114,003,337
End of year (including undistributed net investment income (loss) of $499,908, $159,773, $481,959 and $14,888, respectively)	$	144,082,720		$	154,717,383		$	76,137,115		$	82,461,170
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		523,761			3,050,070			170,071			938,852
Shares issued to holders in reinvestment of dividends		—			39,568			—			14,261
Shares redeemed		(1,295,972	)		(1,795,557	)		(91,954	)		(823,384	)
Net increase		(772,211	)		1,294,081			78,117			129,729
Service Shares
Shares sold		406,737			938,744			944,379			1,216,621
Shares issued to holders in reinvestment of dividends		—			19,255			—			77,494
Shares redeemed		(1,921,388	)		(4,813,453	)		(1,344,458	)		(4,803,833	)
Net decrease		(1,514,651	)		(3,855,454	)		(400,079	)		(3,509,718	)

See notes to financial statements.

131

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Core Fixed Income Fund						Tax-Exempt Fixed Income Fund
	Period Ended September 30, 2013			Year Ended March 31, 2013			Period Ended September 30, 2013			Year Ended March 31, 2013
OPERATIONS:
Net investment income	$	2,320,111		$	5,023,485		$	988,717		$	2,257,558
Net realized gain (loss) on investment transactions		(2,831,458	)		8,953,451			(166,039	)		1,992,488
Change in unrealized appreciation (depreciation) on investments		(9,582,294	)		3,790,201			(4,026,918	)		(279,838	)
Net increase (decrease) in net assets resulting from operations		(10,093,641	)		17,767,137			(3,204,240	)		3,970,208
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		42,830,807			126,671,176			—			—
Shares issued to holders in reinvestment of dividends		1,166,336			3,059,578			—			—
Shares redeemed		(61,215,512	)		(26,205,403	)		—			—
Net increase (decrease)		(17,218,369	)		103,525,351			—			—
Service Shares
Shares sold		31,882,586			119,713,756			10,042,523			22,814,112
Shares issued to holders in reinvestment of dividends		1,055,720			7,857,792			688,124			2,125,734
Shares redeemed		(70,713,874	)		(289,441,078	)		(21,047,359	)		(32,323,200	)
Net decrease		(37,775,568	)		(161,869,530	)		(10,316,712	)		(7,383,354	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(1,166,336	)		(1,990,436	)		—			—
Net investment income – Service Shares		(1,679,957	)		(5,184,619	)		(996,247	)		(2,255,871	)
Net realized gains – Institutional Shares		—			(1,069,143	)		—			—
Net realized gains – Service Shares		—			(2,916,872	)		—			—
Total dividends and distributions		(2,846,293	)		(11,161,070	)		(996,247	)		(2,255,871	)
DECREASE IN NET ASSETS		(67,933,871	)		(51,738,112	)		(14,517,199	)		(5,669,017	)
NET ASSETS:
Beginning of year		415,542,989			467,281,101			75,739,873			81,408,890
End of year (including undistributed net investment income (loss) of $(349,700), $176,482, $60,617 and $68,147, respectively)	$	347,609,118		$	415,542,989		$	61,222,674		$	75,739,873
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		4,448,004			12,665,350			—			—
Shares issued to holders in reinvestment of dividends		122,480			308,449			—			—
Shares redeemed		(6,381,691	)		(2,622,197	)		—			—
Net increase (decrease)		(1,811,207	)		10,351,602			—			—
Service Shares
Shares sold		3,286,319			12,019,198			884,121			1,938,340
Shares issued to holders in reinvestment of dividends		110,578			789,690			62,036			181,911
Shares redeemed		(7,275,406	)		(28,860,816	)		(1,848,134	)		(2,745,670	)
Net decrease		(3,878,509	)		(16,051,928	)		(901,977	)		(625,419	)

See notes to financial statements.

132

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Opportunistic Fixed Income Fund						Strategic Asset Allocation Fund
	Period Ended September 30, 2013			Year Ended March 31, 2013			Period Ended September 30, 2013			Year Ended March 31, 2013
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	5,065,456		$	9,763,909		$	279,489		$	1,555,251
Net realized gain (loss) on investment transactions		473,446			3,938,357			1,328,856			(106,631	)
Change in unrealized appreciation (depreciation) on investments		(13,949,382	)		11,212,581			14,682,491			20,464,754
Net increase (decrease) in net assets resulting from operations		(8,410,480	)		24,914,847			16,290,836			21,913,374
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		21,608,948			97,626,601			704,613			923,730
Shares issued to holders in reinvestment of dividends		2,977,841			3,893,635			—			5,179
Shares redeemed		(33,058,430	)		(40,949,711	)		(125,663	)		(88,985	)
Net increase (decrease)		(8,471,641	)		60,570,525			578,950			839,924
Service Shares
Shares sold		37,671,584			59,196,660			48,397,737			138,739,675
Shares issued to holders in reinvestment of dividends		2,336,552			5,215,889			—			1,635,557
Shares redeemed		(34,681,564	)		(127,923,371	)		(52,541,359	)		(57,129,975	)
Net increase (decrease)		5,326,572			(63,510,822	)		(4,143,622	)		83,245,257
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(2,977,841	)		(3,893,635	)		—			(5,179	)
Net investment income – Service Shares		(3,814,577	)		(5,953,564	)		—			(1,635,557	)
Total dividends and distributions		(6,792,418	)		(9,847,199	)		—			(1,640,736	)
INCREASE IN NET ASSETS		(18,347,967	)		12,127,351			12,726,164			104,357,819
NET ASSETS:
Beginning of year		254,635,128			242,507,777			249,007,053			144,649,234
End of year (including distributions in excess of net investment income of $(3,208,777), $(1,481,815), $(12,931) and $(292,420), respectively)	$	236,287,161		$	254,635,128		$	261,733,217		$	249,007,053
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		2,124,053			9,870,100			63,902			94,646
Shares issued to holders in reinvestment of dividends		304,390			387,161			—			544
Shares redeemed		(3,329,487	)		(4,072,647	)		(11,843	)		(8,908	)
Net increase (decrease)		(901,044	)		6,184,614			52,059			86,282
Service Shares
Shares sold		3,708,856			5,969,660			4,603,297			14,796,202
Shares issued to holders in reinvestment of dividends		238,479			525,275			—			171,442
Shares redeemed		(3,469,057	)		(12,887,729	)		(4,997,054	)		(6,078,952	)
Net increase (decrease)		478,278			(6,392,794	)		(393,757	)		8,888,692

See notes to financial statements.

133

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Tactical Constrained^SM Asset Allocation Fund						Tactical Unconstrained^SM Asset Allocation Fund
	Period Ended September 30, 2013			Year Ended March 31, 2013			Period Ended September 30, 2013			Year Ended March 31, 2013
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	462,861		$	1,843,422		$	208,876		$	2,359,870
Net realized gain (loss) on investment transactions		(2,121,101	)		1,312,731			3,552,827			4,089,310
Change in unrealized appreciation on investments		10,340,253			14,384,272			5,937,736			19,251,032
Net increase in net assets resulting from operations		8,682,013			17,540,425			9,699,439			25,700,212
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		712,813			927,302			266,614			846,923
Shares issued to holders in reinvestment of dividends		—			7,493			—			7,543
Shares redeemed		(120,832	)		(88,557	)		(104,456	)		(83,079	)
Net increase		591,981			846,238			162,158			771,387
Service Shares
Shares sold		47,187,775			134,707,886			84,881,135			183,929,465
Shares issued to holders in reinvestment of dividends		—			2,344,322			—			3,611,304
Shares redeemed		(46,499,045	)		(66,447,400	)		(57,525,204	)		(83,970,383	)
Net increase		688,730			70,604,808			27,355,931			103,570,386
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		—			(6,307	)		—			(6,002	)
Net investment income – Service Shares		—			(1,820,997	)		—			(2,613,278	)
From net realized gains – Institutional Shares		—			(1,186	)		—			(1,541	)
From net realized gains – Service Shares		—			(523,324	)		—			(998,026	)
Total dividends and distributions		—			(2,351,814	)		—			(3,618,847	)
INCREASE IN NET ASSETS		9,962,724			86,639,657			37,217,528			126,423,138
NET ASSETS:
Beginning of year		229,784,771			143,145,114			311,126,576			184,703,438
End of year (including undistributed net investment income (loss) of $527,954, $65,093, $177,923 and $(30,953), respectively)	$	239,747,495		$	229,784,771		$	348,344,104		$	311,126,576
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		65,281			92,258			25,130			86,652
Shares issued to holders in reinvestment of dividends		—			764			—			794
Shares redeemed		(11,357	)		(8,686	)		(9,984	)		(8,358	)
Net increase		53,924			84,336			15,146			79,088
Service Shares
Shares sold		4,449,334			13,855,679			8,132,491			19,247,387
Shares issued to holders in reinvestment of dividends		—			238,244			—			378,941
Shares redeemed		(4,386,355	)		(6,831,572	)		(5,517,294	)		(8,763,079	)
Net increase		62,979			7,262,351			2,615,197			10,863,249

See notes to financial statements.

134

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Absolute Return Asset Allocation Fund						Multi-Asset Income Asset Allocation Fund
	Period Ended September 30, 2013			Year Ended March 31, 2013			Period Ended September 30, 2013			August 31, 2012¹ Ended March 31, 2013
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	4,273,853		$	7,295,580		$	1,731,969		$	1,297,866
Net realized gain (loss) on investment transactions		(5,282,978	)		(2,028,557	)		(573,171	)		79,148
Change in unrealized appreciation (depreciation) on investments		(9,222,096	)		6,221,621			(1,247,163	)		2,843,620
Net increase (decrease) in net assets resulting from operations		(10,231,221	)		11,488,644			(88,365	)		4,220,634
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		185,935			632,867			—			—
Shares issued to holders in reinvestment of dividends		—			5,204			—			—
Shares redeemed		(72,442	)		(66,753	)		—			—
Net increase		113,493			571,318			—			—
Service Shares
Shares sold		106,407,335			389,126,244			39,779,488			78,226,314
Shares issued to holders in reinvestment of dividends		—			6,375,492			365,458			920,397
Shares redeemed		(128,088,975	)		(129,561,042	)		(19,730,262	)		(9,177,326	)
Net increase (decrease)		(21,681,640	)		265,940,694			20,414,684			69,969,385
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		—			(5,017	)		—			—
Net investment income – Service Shares		—			(6,075,492	)		(1,721,174	)		(920,397	)
Net realized gains – Institutional Shares		—			(187	)		—			—
Net realized gains – Service Shares		—			(300,000	)		—			—
Total dividends and distributions		—			(6,380,696	)		(1,721,174	)		(920,397	)
INCREASE IN NET ASSETS		(31,799,368	)		271,619,960			18,605,145			73,269,622
NET ASSETS:
Beginning of year		510,274,657			238,654,697			73,269,622			—
End of year (including undistributed net investment income of $6,252,942, $1,979,089, $388,264 and $377,469, respectively)	$	478,475,289		$	510,274,657		$	91,874,767		$	73,269,622
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		18,586			62,118			—			—
Shares issued to holders in reinvestment of dividends		—			515			—			—
Shares redeemed		(7,267	)		(6,565	)		—			—
Net increase		11,319			56,068			—			—
Service Shares
Shares sold		10,569,549			38,501,638			3,771,335			7,722,970
Shares issued to holders in reinvestment of dividends		—			629,989			34,806			90,324
Shares redeemed		(12,768,540	)		(12,779,147	)		(1,879,187	)		(891,074	)
Net increase (decrease)		(2,198,991	)		26,352,480			1,926,954			6,922,220

¹	Commencement of operations.

See notes to financial statements.

135

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Fixed Income Allocation Fund						Altegris^®Diversified Alternatives Allocation Fund
	Period Ended September 30, 2013			August 31, 2012¹ Ended March 31, 2013			Period Ended September 30, 2013			August 31, 2012¹ Ended March 31, 2013
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	1,926,730		$	2,330,764		$	218,510		$	414,511
Net realized gain (loss) on investment transactions		(2,948,246	)		381,638			(312,474	)		(139,006	)
Change in unrealized appreciation (depreciation) on investments		(5,756,307	)		(1,429,156	)		(1,215,609	)		266,232
Net increase (decrease) in net assets resulting from operations		(6,777,823	)		1,283,246			(1,309,573	)		541,737
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		162,895			573,305			181,143			564,274
Shares issued to holders in reinvestment of dividends		7,440			2,558			—			1,070
Shares redeemed		(74,594	)		(70,389	)		(64,084	)		(54,444	)
Net increase		95,741			505,474			117,059			510,900
Service Shares
Shares sold		47,353,637			272,311,878			33,923,528			185,187,805
Shares issued to holders in reinvestment of dividends		293,943			1,762,362			—			395,082
Shares redeemed		(54,098,727	)		(45,778,257	)		(31,783,055	)		(24,501,818	)
Net increase (decrease)		(6,451,147	)		228,295,983			2,140,473			161,081,069
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(7,440	)		(2,522	)		—			(1,070	)
Net investment income – Service Shares		(1,983,366	)		(1,731,753	)		—			(395,082	)
Net realized gains – Institutional Shares		—			(36	)		—			—
Net realized gains – Service Shares		—			(30,609	)		—			—
Total dividends and distributions		(1,990,806	)		(1,764,920	)		—			(396,152	)
INCREASE IN NET ASSETS		(15,124,035	)		228,319,783			947,959			161,737,554
NET ASSETS:
Beginning of year		228,319,783			—			161,737,554			—
End of year (including undistributed net investment income of $532,413, $596,489, $236,869 and $18,359, respectively)	$	213,195,748		$	228,319,783		$	162,685,513		$	161,737,554
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		16,737			57,171			18,201			56,750
Shares issued to holders in reinvestment of dividends		777			256			—			109
Shares redeemed		(7,677	)		(7,036	)		(6,475	)		(5,477	)
Net increase		9,837			50,391			11,726			51,382
Service Shares
Shares sold		4,817,696			27,217,672			3,410,640			18,551,917
Shares issued to holders in reinvestment of dividends		30,683			176,236			—			40,315
Shares redeemed		(5,537,429	)		(4,573,134	)		(3,201,099	)		(2,469,547	)
Net increase (decrease)		(689,050	)		22,820,774			209,541			16,122,685

¹	Commencement of operations.

See notes to financial statements.

136

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FINANCIAL HIGHLIGHTS


	Large Cap Growth Fund
	Institutional
	Period Ended September 30, 2013				Year Ended March 31, 2013				April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	11.20			$	10.68			$	10.32
Income from investment operations:
Net investment income		0.04				0.08					0.01
Net realized and unrealized gains on investments			1.15				0.51				0.35
Total from investment operations			1.19				0.59				0.36
Less distributions:
Dividends from net investment income			—				(0.07	)			—
Total distributions			—				(0.07	)			—
Net asset value, end of period		$	12.39			$	11.20			$	10.68
Total return			10.63	%²			5.54	%			3.49	%²
Supplemental data and ratios:
Net assets, end of period	$49,617,756				$44,994,114				$31,330,264
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.93		%³		0.92		%		0.93		%³
After expense reimbursement (recapture) and securities lending credit		0.92		%³		0.89		%		0.92		%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.68		%³		0.81		%		0.33		%³
After expense reimbursement (recapture) and securities lending credit		0.69		%³		0.84		%		0.34		%³
Portfolio turnover rate		24.62		%²		60.92		%		126.61		%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

137

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Large Cap Growth Fund
	Service
	Period Ended September 30, 2013				Year Ended March 31, 2013				Year Ended March 31, 2012				Year Ended March 31, 2011				Year Ended March 31, 2010				Year Ended March 31, 2009
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	11.12			$	10.61			$	9.99			$	8.41			$	5.67			$	8.81
Income from investment operations:
Net investment income (loss)		0.01				0.02				(0.03		)		(0.01		)		0.01				—
Net realized and unrealized gains (losses) on investments			1.13				0.51				0.65				1.59				2.75				(3.14	)
Total from investment operations			1.14				0.53				0.62				1.58				2.76				(3.14	)
Less distributions:
Dividends from net investment income		—				(0.02		)		—				—				(0.01		)		—
Dividends from net realized gains		—				—				—				—				—				—		*
Return of capital			—				—				—				—				(0.01	)			—
Total distributions			—				(0.02	)			—				—				(0.02	)			—
Net asset value, end of period		$	12.26			$	11.12			$	10.61			$	9.99			$	8.41			$	5.67
Total return			10.25	%¹			5.00	%			6.21	%		18.79		%			48.60	%		-35.63		%
Supplemental data and ratios:
Net assets, end of period	$130,531,874				$136,196,479				$168,654,404				$211,129,188				$207,928,223				$203,479,219
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.51		%²		1.52		%		1.54		%		1.45		%		1.46		%		1.40		%
After expense reimbursement (recapture) and securities lending credit		1.49		%²		1.49		%		1.49		%		1.43		%		1.41		%		1.27		%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.11		%²		0.18		%		-0.32		%		-0.13		%		0.09		%		-0.15		%
After expense reimbursement (recapture) and securities lending credit		0.13		%²		0.21		%		-0.27		%		-0.11		%		0.14		%		-0.02		%
Portfolio turnover rate		24.62		%¹		60.92		%		126.61		%		63.33		%		69.83		%		98.67		%

Portfolio Turnover is calculated for the Fund as a whole.

*	Amount represents less than $0.01 per share.
¹	Not annualized.
²	Annualized.

See notes to financial statements.

138

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FINANCIAL HIGHLIGHTS

	Large Cap Value Fund
	Institutional
	Period Ended September 30, 2013				Year Ended March 31, 2013				April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	9.43			$	8.39			$	8.54
Income from investment operations:
Net investment income		0.09				0.18				0.13
Net realized and unrealized gains (losses) on investments			1.17				1.03				(0.09	)
Total from investment operations			1.26				1.21				0.04
Less distributions:
Dividends from net investment income			—				(0.17	)			(0.19	)
Total distributions			—				(0.17	)			(0.19	)
Net asset value, end of period		$	10.69			$	9.43			$	8.39
Total return			13.36	%²			14.70	%			0.70	%²
Supplemental data and ratios:
Net assets, end of period	$68,214,352				$60,452,681				$39,721,680
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.90		%³		0.92		%		0.93		%³
After expense reimbursement (recapture) and securities lending credit		0.89		%³		0.91		%		0.92		%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.70		%³		1.89		%		1.89		%³
After expense reimbursement (recapture) and securities lending credit		1.71		%³		1.90		%		1.90		%³
Portfolio turnover rate		17.83		%²		27.02		%		95.12		%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

139

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Large Cap Value Fund
	Service
	Period Ended September 30, 2013				Year Ended March 31, 2013				Year Ended March 31, 2012				Year Ended March 31, 2011				Year Ended March 31, 2010				Year Ended March 31, 2009
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	9.52			$	8.47			$	8.32			$	7.44			$	4.85			$	9.85
Income from investment operations:
Net investment income		0.07				0.14				0.10				0.09				0.10				0.19
Net realized and unrealized gains (losses) on investments			1.18				1.03				0.13				0.88				2.60				(4.99	)
Total from investment operations			1.25				1.17				0.23				0.97				2.70				(4.80	)
Less distributions:
Dividends from net investment income		—				(0.12		)		(0.08		)		(0.09		)		(0.11		)		(0.20		)
Dividends from net realized gains			—				—				—				—				—				—	*
Total distributions			—				(0.12	)			(0.08	)			(0.09	)			(0.11	)			(0.20	)
Net asset value, end of period		$	10.77			$	9.52			$	8.47			$	8.32			$	7.44			$	4.85
Total return		13.13		%¹		13.96		%		2.87		%		13.15		%		55.37		%		-48.85		%
Supplemental data and ratios:
Net assets, end of period	$134,497,627				$139,072,035				$163,077,098				$200,132,341				$200,627,939				$180,181,364
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.47		%²		1.49		%		1.51		%		1.44		%		1.44		%		1.38		%
After expense reimbursement (recapture) and securities lending credit		1.45		%²		1.49		%		1.49		%		1.42		%		1.40		%		1.22		%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.13		%²		1.33		%		1.13		%		1.13		%		1.27		%		1.60		%
After expense reimbursement (recapture) and securities lending credit		1.15		%²		1.33		%		1.15		%		1.15		%		1.31		%		1.76		%
Portfolio turnover rate		17.83		%¹		27.02		%		95.12		%		16.35		%		26.85		%		58.45		%

Portfolio Turnover is calculated for the Fund as a whole.

*	Amount represents less than $0.01 per share.
¹	Not annualized.
²	Annualized.

See notes to financial statements.

140

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FINANCIAL HIGHLIGHTS

	Small/Mid Cap Core Fund
	Institutional
	Period Ended September 30, 2013				Year Ended March 31, 2013				April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	13.51			$	11.56			$	11.99
Income from investment operations:
Net investment income		0.01				0.07				—
Net realized and unrealized gains (losses) on investments			1.79				1.99				(0.43	)
Total from investment operations			1.80				2.06				(0.43	)
Less distributions:
Dividends from net investment income			—				(0.11	)			—
Total distributions			—				(0.11	)			—
Net asset value, end of period		$	15.31			$	13.51			$	11.56
Total return		13.32		%²		17.95		%		-3.59		%²
Supplemental data and ratios:
Net assets, end of period	$49,544,945				$44,361,656				$30,106,471
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.06		%³		1.09		%		1.22		%³
After expense reimbursement (recapture) and securities lending credit		1.03		%³		1.05		%		1.09		%³
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.03		%³		0.61		%		-0.10		%³
After expense reimbursement (recapture) and securities lending credit		0.06		%³		0.65		%		0.03		%³
Portfolio turnover rate		84.35		%²		143.14		%		245.95		%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

141

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Small/Mid Cap Core Fund
	Service
	Period Ended September 30, 2013				Year Ended March 31, 2013				Year Ended March 31, 2012				Year Ended March 31, 2011				Year Ended March 31, 2010				Year Ended March 31, 2009
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	13.45			$	11.50			$	11.61			$	9.46			$	5.69			$	9.24
Income from investment operations:
Net investment income (loss)		(0.05		)		—				(0.09		)		(0.05		)		0.01				0.08
Net realized and unrealized gains (losses) on investments			1.79				1.99				(0.02	)			2.20				3.78				(3.56	)
Total from investment operations			1.74				1.99				(0.11	)			2.15				3.79				(3.48	)
Less distributions:
Dividends from net investment income		—				(0.04		)		—				—				—		*		(0.07		)
Return of capital			—				—				—				—				(0.02	)			—	*
Total distributions			—				(0.04	)			—				—				(0.02	)			(0.07	)
Net asset value, end of period		$	15.19			$	13.45			$	11.50			$	11.61			$	9.46			$	5.69
Total return		12.94		%¹		17.32		%		-0.95		%		22.73		%		66.39		%		-37.59		%
Supplemental data and ratios:
Net assets, end of period	$33,063,616				$40,621,412				$47,944,286				$42,748,789				$42,649,488				$45,179,654
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.61		%²		1.66		%		1.74		%		1.71		%		1.67		%		1.59		%
After expense reimbursement (recapture) and securities lending credit		1.59		%²		1.59		%		1.59		%		1.59		%		1.59		%		1.28		%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		-0.57		%²		0.01		%		-0.82		%		-0.66		%		-0.06		%		0.58		%
After expense reimbursement (recapture) and securities lending credit		-0.55		%²		0.08		%		-0.67		%		-0.54		%		0.02		%		0.89		%
Portfolio turnover rate		84.35		%¹		143.14		%		245.95		%		44.75		%		52.31		%		65.97		%

Portfolio Turnover is calculated for the Fund as a whole.

*	Amount represents less than $0.01 per share.
¹	Not annualized.
²	Annualized.

See notes to financial statements.

142

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	World ex-US Fund
	Institutional
	Period Ended September 30, 2013				Year Ended March 31, 2013				April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	8.06			$	7.52			$	8.75
Income from investment operations:
Net investment income		0.09				0.13				0.07
Net realized and unrealized gains (losses) on investments			0.42				0.48				(1.17	)
Total from investment operations			0.51				0.61				(1.10	)
Less distributions:
Dividends from net investment income			—				(0.07	)			(0.13	)
Total distributions			—				(0.07	)			(0.13	)
Net asset value, end of period		$	8.57			$	8.06			$	7.52
Total return		6.33		%²		8.09		%		-12.34		%²
Supplemental data and ratios:
Net assets, end of period	$109,549,000				$85,157,441				$40,623,156
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.05		%³		1.09		%		1.08		%³
After expense reimbursement (recapture) and securities lending credit		1.05		%³		1.09		%		1.08		%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		2.27		%³		1.44		%		1.13		%³
After expense reimbursement (recapture) and securities lending credit		2.27		%³		1.44		%		1.13		%³
Portfolio turnover rate		40.52		%²		75.34		%		164.90		%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

143

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	World ex-US Fund
	Service
	Period Ended September 30, 2013				Year Ended March 31, 2013				Year Ended March 31, 2012				Year Ended March 31, 2011				Year Ended March 31, 2010				Year Ended March 31, 2009
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	8.05			$	7.54			$	8.39			$	8.01			$	5.80			$	11.96
Income from investment operations:
Net investment income		0.06				0.08				0.12				0.11				0.20				0.25
Net realized and unrealized gains (losses) on investments			0.43				0.49				(0.88	)			0.40				2.22				(6.26	)
Total from investment operations			0.49				0.57				(0.76	)			0.51				2.42				(6.01	)
Less distributions:
Dividends from net investment income		—				(0.06		)		(0.09		)		(0.13		)		(0.21		)		(0.07		)
Dividends from net realized gains			—				—				—				—				—				(0.08	)
Total distributions			—				(0.06	)			(0.09	)			(0.13	)			(0.21	)		(0.15		)
Net asset value, end of period		$	8.54			$	8.05			$	7.54			$	8.39			$	8.01			$	5.80
Total return		6.09		%¹		7.53		%		-8.92		%		6.48		%		41.68		%		-50.42		%
Supplemental data and ratios:
Net assets, end of period	$228,504,492				$197,252,920				$185,300,082				$269,702,069				$269,621,569				$223,339,201
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.62		%²		1.66		%		1.66		%		1.50		%		1.53		%		1.53		%
After expense reimbursement (recapture) and securities lending credit		1.59		%²		1.59		%		1.59		%		1.50		%		1.53		%		1.52		%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.74		%²		0.93		%		1.11		%		1.34		%		2.01		%		1.94		%
After expense reimbursement (recapture) and securities lending credit		1.77		%²		1.00		%		1.18		%		1.34		%		2.01		%		1.95		%
Portfolio turnover rate		40.52		%¹		75.34		%		164.90		%		47.34		%		65.33		%		144.98		%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Not annualized.
²	Annualized.

See notes to financial statements.

144

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Opportunistic Equity Fund
	Institutional												Service
	Period Ended September 30, 2013				Year Ended March 31, 2013				April 29, 2011¹ Through March 31, 2012				Period Ended September 30, 2013				Year Ended March 31, 2013				Year Ended March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	11.34			$	9.91			$	10.21			$	11.27			$	9.86			$	10.00
Income from investment operations:
Net investment income (loss)		0.05				0.08				0.02				0.01				0.03				(0.02		)
Net realized and unrealized gains (losses) on investments			1.30			1.42				(0.32		)		1.30				1.40				(0.12		)
Total from investment operations			1.35			1.50				(0.30		)		1.31				1.43				(0.14		)
Less distributions:
Dividends from net investment income			—			(0.07		)		—				—				(0.02		)		—
Total distributions			—			(0.07		)		—				—				(0.02		)		—
Net asset value, end of period		$	12.69			$	11.34			$	9.91			$	12.58			$	11.27			$	9.86
Total return		11.90		%²		15.22		%		-2.94		%²		11.62		%²		14.56		%		-1.40		%
Supplemental data and ratios:
Net assets, end of period	$65,857,872				$67,574,510				$46,233,165				$78,224,848				$87,142,873				$114,222,234
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.03		%³		1.06		%		1.05		%³		1.59		%³		1.63		%		1.63		%
After expense reimbursement (recapture) and securities lending credit		1.01		%³		1.05		%		1.03		%³		1.60		%³		1.60		%		1.60		%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.77		%³		0.86		%		0.45		%³		0.22		%³		0.26		%		-0.19		%
After expense reimbursement (recapture) and securities lending credit		0.79		%³		0.87		%		0.47		%³		0.21		%³		0.29		%		-0.16		%
Portfolio turnover rate		27.98		%²		78.58		%		91.59		%		27.98		%²		78.58		%		91.59		%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

145

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Global Real Return Fund
	Institutional												Service
	Period Ended September 30, 2013				Year Ended March 31, 2013				April 29, 2011¹ Through March 31, 2012				Period Ended September 30, 2013				Year Ended March 31, 2013				Year Ended March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	9.39			$	9.35			$	10.31			$	9.42			$	9.40			$	10.00
Income from investment operations:
Net investment income		0.11				0.14				0.10				0.05				0.08				0.07
Net realized and unrealized gains (losses) on investments		(0.48		)		0.02				(0.88		)		(0.44		)		0.02				(0.59		)
Total from investment operations		(0.37		)		0.16				(0.78		)		(0.39		)		0.10				(0.52		)
Less distributions:
Dividends from net investment income		—				(0.12		)		(0.17		)		—				(0.08		)		(0.08		)
Return of capital		—				—				(0.01		)		—				—				—		*
Total distributions		—				(0.12		)		(0.18		)		—				(0.08		)		(0.08		)
Net asset value, end of period		$	9.02			$	9.39			$	9.35			$	9.03			$	9.42			$	9.40
Total return		-3.94		%²		1.73		%		-7.48		%²		-4.14		%²		1.05		%		-5.09		%
Supplemental data and ratios:
Net assets, end of period	$11,929,588				$11,681,383				$10,423,221				$64,207,527				$70,779,787				$103,580,116
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.88		%³		0.88		%		0.89		%³		1.44		%³		1.45		%		1.47		%
After expense reimbursement (recapture) and securities lending credit		0.66		%³		0.80		%		0.82		%³		1.22		%³		1.37		%		1.44		%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.46		%³		1.22		%		1.08		%³		0.87		%³		0.76		%		0.72		%
After expense reimbursement (recapture) and securities lending credit		1.68		%³		1.30		%		1.15		%³		1.09		%³		0.84		%		0.75		%
Portfolio turnover rate		16.31		%²		35.26		%		55.11		%		16.31		%²		35.26		%		55.11		%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.
*	Amount represents less than $0.01 per share.

See notes to financial statements.

146

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Core Fixed Income Fund
	Institutional
	Period Ended September 30, 2013				Year Ended March 31, 2013				April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	9.86			$	9.77			$	9.48
Income from investment operations:
Net investment income		0.08				0.17				0.21
Net realized and unrealized gains (losses) on investments		(0.31		)		0.23				0.31
Total from investment operations		(0.23		)		0.40				0.52
Less distributions:
Dividends from net investment income		(0.10		)		(0.21		)		(0.23		)
Dividends from net realized gains		—				(0.10		)		—
Total distributions		(0.10		)		(0.31		)		(0.23		)
Net asset value, end of period		$	9.53			$	9.86			$	9.77
Total return		-2.36		%²		4.12		%		5.56		%²
Supplemental data and ratios:
Net assets, end of period	$112,664,457				$134,362,492				$31,999,581
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.74		%³		0.72		%		0.70		%³
After expense reimbursement (recapture) and securities lending credit		0.74		%³		0.72		%		0.69		%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.59		%³		1.53		%		2.14		%³
After expense reimbursement (recapture) and securities lending credit		1.59		%³		1.53		%		2.15		%³
Portfolio turnover rate		54.22		%²		213.80		%		427.36		%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

147

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Core Fixed Income Fund
	Service
	Period Ended September 30, 2013				Year Ended March 31, 2013				Year Ended March 31, 2012				Year Ended March 31, 2011				Year Ended March 31, 2010				Year Ended March 31, 2009
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	9.88			$	9.78			$	9.36			$	9.10			$	7.92			$	9.20
Income from investment operations:
Net investment income		0.06				0.11				0.17				0.21				0.33				0.41
Net realized and unrealized gains (losses) on investments		(0.31		)		0.24				0.42				0.29				1.17				(1.11		)
Total from investment operations		(0.25		)		0.35				0.59				0.50				1.50				(0.70		)
Less distributions:
Dividends from net investment income		(0.07		)		(0.15		)		(0.17		)		(0.24		)		(0.32		)		(0.40		)
Dividends from net realized gains		—				(0.10		)		—				—				—				(0.18		)
Total distributions		(0.07		)		(0.25		)		(0.17		)		(0.24		)		(0.32		)		(0.58		)
Net asset value, end of period		$	9.56			$	9.88			$	9.78			$	9.36			$	9.10			$	7.92
Total return		-2.57		%¹		3.55		%		6.35		%		5.58		%		19.21		%		-7.57		%
Supplemental data and ratios:
Net assets, end of period	$234,944,661				$281,180,497				$435,281,520				$581,940,962				$547,963,751				$504,451,429
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.34		%²		1.30		%		1.28		%		1.25		%		1.28		%		1.26		%
After expense reimbursement (recapture) and securities lending credit		1.29		%²		1.29		%		1.26		%		1.24		%		1.25		%		1.18		%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.99		%²		1.02		%		1.68		%		2.23		%		3.71		%		4.54		%
After expense reimbursement (recapture) and securities lending credit		1.04		%²		1.03		%		1.70		%		2.24		%		3.74		%		4.62		%
Portfolio turnover rate		54.22		%¹		213.80		%		427.36		%		485.40		%		224.89		%		261.77		%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Not annualized.
²	Annualized.

See notes to financial statements.

148

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Tax-Exempt Fixed Income Fund
	Service
		Period Ended September 30, 2013				Year Ended March 31, 2013				Year Ended March 31, 2012				Year Ended March 31, 2011				Year Ended March 31, 2010				Year Ended March 31, 2009
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period			$	11.70			$	11.47			$	10.67			$	10.94			$	10.27			$	10.64
Income from investment operations:
Net investment income				0.17				0.33				0.37				0.36				0.36				0.34
Net realized and unrealized gains (losses) on investments				(0.71	)			0.23				0.80				(0.26	)			0.66				(0.37	)
Total from investment operations				(0.54	)			0.56				1.17				0.10				1.02				(0.03	)
Less distributions:
Dividends from net investment income				(0.17	)			(0.33	)			(0.37	)			(0.37	)			(0.35	)			(0.34	)
Total distributions				(0.17	)			(0.33	)			(0.37	)			(0.37	)			(0.35	)			(0.34	)
Net asset value, end of period			$	10.99			$	11.70			$	11.47			$	10.67			$	10.94			$	10.27
Total return				-4.60	%¹			4.93	%			11.10	%			0.89	%			10.06	%			-0.25	%
Supplemental data and ratios:
Net assets, end of period		$ 61,222,674				$ 75,739,873				$ 81,408,890				$ 170,330,144				$ 195,328,951				$ 193,579,910
Ratio of expenses to average net assets
Before expense reimbursement (recapture)				1.42	%²			1.36	%			1.31	%			1.29	%			1.30	%			1.30	%
After expense reimbursement (recapture)				1.29	%²			1.29	%			1.29	%			1.29	%			1.29	%			1.29	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture)				2.82	%²			2.72	%			3.16	%			3.25	%			3.30	%			3.09	%
After expense reimbursement (recapture)				2.95	%²			2.79	%			3.18	%			3.25	%			3.31	%			3.10	%
Portfolio turnover rate				13.07	%¹			30.36	%			38.80	%			38.01	%			57.44	%			44.37	%

¹	Not annualized.
²	Annualized.

See notes to financial statements.

149

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Opportunistic Fixed Income Fund
	Institutional													Service
		Period Ended September 30, 2013				Year Ended March 31, 2013				April 29, 2011¹ Through March 31, 2012					Period Ended September 30, 2013				Year Ended March 31, 2013				Year Ended March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period			$	10.27			$	9.70			$	10.07				$	10.28			$	9.70			$	10.00
Income from investment operations:
Net investment income				0.20				0.42				0.35					0.20				0.36				0.34
Net realized and unrealized gains (losses) on investments				(0.50	)			0.57				(0.34	)				(0.52	)			0.58				(0.31	)
Total from investment operations				(0.30	)			0.99				0.01					(0.32	)			0.94				0.03
Less distributions:
Dividends from net investment income				(0.28	)			(0.42	)			(0.38	)				(0.25	)			(0.36	)			(0.33	)
Total distributions				(0.28	)			(0.42	)			(0.38	)				(0.25	)			(0.36	)			(0.33	)
Net asset value, end of period			$	9.69			$	10.27			$	9.70				$	9.71			$	10.28			$	9.70
Total return				-2.97	%²			10.33	%			0.29	%²				-3.15	%²			9.64	%			0.56	%
Supplemental data and ratios:
Net assets, end of period		$89,558,940				$104,141,739				$38,403,168					$146,728,221				$150,493,389				$204,104,609
Ratio of expenses to average net assets
Before expense reimbursement (recapture)				1.01	%³			1.03	%			1.13	%³				1.59	%³			1.61	%			1.63	%
After expense reimbursement (recapture)				1.01	%³			1.05	%			1.05	%³				1.55	%³			1.55	%			1.55	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture)				4.08	%³			4.17	%			4.20	%³				3.62	%³			3.52	%			3.49	%
After expense reimbursement (recapture)				4.08	%³			4.15	%			4.28	%³				3.66	%³			3.58	%			3.57	%
Portfolio turnover rate				40.42	%²			101.49	%			86.54	%				40.42	%²			101.49	%			86.54	%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

150

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Strategic Asset Allocation Fund
	Institutional									Service
		Period Ended September 30, 2013				September 13, 2012¹ Through March 31, 2013				Period Ended September 30, 2013				Year Ended March 31, 2013				April 29, 2011¹ Through March 31, 2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period			$	10.25			$	9.63			$	10.26			$	9.46			$	10.00
Income from investment operations:
Net investment income				0.16				0.11				0.01				0.07				0.08
Net realized and unrealized gains (losses) on investments				0.55				0.62				0.67				0.80				(0.52	)
Total from investment operations				0.71				0.73				0.68				0.87				(0.44	)
Less distributions:
Dividends from net investment income				—				(0.11	)			—				(0.07	)			(0.10	)
Return of capital				—				—				—				—				—	*
Total distributions				—				(0.11	)			—				(0.07	)			(0.10	)
Net asset value, end of period			$	10.96			$	10.25			$	10.94			$	10.26			$	9.46
Total return				6.93	%²			7.68	%²			6.63	%²			9.30	%			-4.30	%²
Supplemental data and ratios:
Net assets, end of period		$1,516,881				$884,658				$260,216,336				$248,122,395				$144,649,234
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit				0.41	%³			0.42	%³			1.00	%³			1.04	%			1.22	%³
After expense reimbursement (recapture) and securities lending credit				0.38	%³			0.40	%³			1.00	%³			1.00	%			1.00	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit				0.93	%³			1.84	%³			0.21	%³			0.76	%			1.12	%³
After expense reimbursement (recapture) and securities lending credit				0.96	%³			1.86	%³			0.21	%³			0.80	%			1.34	%³
Portfolio turnover rate				14.13	%²			18.44	%			14.13	%²			18.44	%			14.40	%²

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.
^*	Amount represents less than $0.01 per share.

See notes to financial statements.

151

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Tactical Constrained^SM Asset Allocation Fund
	Institutional									Service
						September 13,
						2012¹												April 29, 2011¹
		Period Ended				Through				Period Ended				Year Ended				Through
		September 30,				March 31,				September 30,				March 31,				March 31,
		2013				2013				2013				2013				2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period			$	10.43			$	9.98			$	10.44			$	9.76			$	10.00
Income from investment operations:
Net investment income				(0.01	)			0.14				0.02				0.09				0.09
Net realized and unrealized gains (losses) on investments				0.44				0.48				0.38				0.71				(0.24	)
Total from investment operations				0.43				0.62				0.40				0.80				(0.15	)
Less distributions:
Dividends from net investment income				—				(0.14	)			—				(0.09	)			(0.09	)
Dividends from net realized gains				—				(0.03	)			—				(0.03	)			—
Total distributions				—				(0.17	)			—				(0.12	)			(0.09	)
Net asset value, end of period			$	10.86			$	10.43			$	10.84			$	10.44			$	9.76
Total return				4.12	%²			6.29	%²			3.83	%²			8.25	%			-1.43	%²
Supplemental data and ratios:
Net assets, end of period		$1,501,024				$879,348				$238,246,471				$228,905,423				$143,145,114
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit				0.43	%³			0.43	%³			1.02	%³			1.05	%			1.25	%³
After expense reimbursement (recapture) and securities lending credit				0.37	%³			0.38	%³			1.00	%³			1.00	%			1.00	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit				1.12	%³			2.10	%³			0.37	%³			0.94	%			1.33	%³
After expense reimbursement (recapture) and securities lending credit				1.18	%³			2.15	%³			0.39	%³			0.99	%			1.58	%³
Portfolio turnover rate				29.15	%²			67.22	%			29.15	%²			67.22	%			50.86	%²

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

152

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Tactical Unconstrained^SMAsset Allocation Fund
	Institutional									Service
						September 13,
						2012¹												April 29, 2011¹
		Period Ended				Through				Period Ended				Year Ended				Through
		September 30,				March 31,				September 30,				March 31,				March 31,
		2013				2013				2013				2013				2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period			$	10.25			$	9.75			$	10.27			$	9.54			$	10.00
Income from investment operations:
Net investment income				0.11				0.13				0.01				0.09				0.06
Net realized and unrealized gains (losses) on investments				0.23				0.55				0.30				0.78				(0.47	)
Total from investment operations				0.34				0.68				0.31				0.87				(0.41	)
Less distributions:
Dividends from net investment income				—				(0.14	)			—				(0.10	)			(0.05	)
Dividends from net realized gains				—				(0.04	)			—				(0.04	)			—
Total distributions				—				(0.18	)			—				(0.14	)			(0.05	)
Net asset value, end of period			$	10.59			$	10.25			$	10.58			$	10.27			$	9.54
Total return				3.32	%²			7.11	%²			3.02	%²			9.15	%			-4.09	%²
Supplemental data and ratios:
Net assets, end of period		$997,921				$810,333				$347,346,183				$310,316,243				$184,703,438
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit				0.52	%³			0.52	%³			1.11	%³			1.15	%			1.32	%³
After expense reimbursement (recapture) and securities lending credit				0.46	%³			0.46	%³			1.10	%³			1.10	%			1.10	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit				0.74	%³			1.89	%³			0.12	%³			0.90	%			0.90	%³
After expense reimbursement (recapture) and securities lending credit				0.80	%³			1.95	%³			0.13	%³			0.95	%			1.12	%³
Portfolio turnover rate				122.04	%²			195.89	%			122.04	%²			195.89	%			293.90	%²

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

153

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FINANCIAL HIGHLIGHTS

	Absolute Return Asset Allocation Fund
	Institutional									Service
						September 13,
						2012¹												April 29, 2011¹
		Period Ended				Through				Period Ended				Year Ended				Through
		September 30,				March 31,				September 30,				March 31,				March 31,
		2013				2013				2013				2013				2012
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period			$	10.16			$	10.19			$	10.17			$	10.04			$	10.00
Income from investment operations:
Net investment income				(0.23	)			0.18				0.09				0.14				0.09
Net realized and unrealized gains (losses) on investments				0.07				(0.02	)			(0.29	)			0.13				0.01
Total from investment operations				(0.16	)			0.16				(0.20	)			0.27				0.10
Less distributions:
Dividends from net investment income				—				(0.18	)			—				(0.13	)			(0.06	)
Dividends from net realized gains				—				(0.01	)			—				(0.01	)			—
Total distributions				—				(0.19	)			—				(0.14	)			(0.06	)
Net asset value, end of period			$	10.00			$	10.16			$	9.97			$	10.17			$	10.04
Total return				-1.57	%²			1.53	%²			-1.97	%²			2.71	%			1.01	%²
Supplemental data and ratios:
Net assets, end of period		$673,596				$569,773				$477,801,693				$509,704,884				$238,654,697
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit				0.51	%³			0.51	%³			1.10	%³			1.13	%			1.28	%³
After expense reimbursement (recapture) and securities lending credit				0.44	%³			0.47	%³			1.10	%³			1.10	%			1.10	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit				2.31	%³			2.59	%³			1.70	%³			1.80	%			1.54	%³
After expense reimbursement (recapture) and securities lending credit				2.38	%³			2.63	%³			1.70	%³			1.83	%			1.72	%³
Portfolio turnover rate				50.82	%²			64.86	%			50.82	%²			64.86	%			136.33	%²

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

154

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FINANCIAL HIGHLIGHTS

	Multi-Asset Income
	Asset Allocation Fund								Fixed Income Allocation Fund
	Service								Institutional								Service
					August 31,								September 13,								August 31,
	Period Ended				2012¹ Through				Period Ended				2012¹Through				Period Ended				2012¹Through
	September 30,				March 31,				September 30,				March 31,				September 30,				March 31,
	2013				2013				2013				2013				2013				2013
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	10.58			$	10.00			$	10.00			$	10.01			$	9.98			$	10.00
Income from investment operations:
Net investment income			0.18				0.22				0.10				0.13				0.09				0.10
Net realized and unrealized gains (losses) on investments			(0.19	)			0.53				(0.36	)			(0.04	)			(0.37	)			(0.04	)
Total from investment operations			(0.01	)			0.75				(0.26	)			0.09				(0.28	)			0.06
Less distributions:
Dividends from net investment income			(0.19	)			(0.17	)			(0.13	)			(0.10	)			(0.09	)			(0.08	)
Dividends from net realized gains			—				—				—				—	*			—				—	*
Total distributions			(0.19	)			(0.17	)			(0.13	)			(0.10	)			(0.09	)			(0.08	)
Net asset value, end of period		$	10.38			$	10.58			$	9.61			$	10.00			$	9.61			$	9.98
Total return			-0.08	%²			7.55	%²			-2.57	%²			0.88	%²			-2.81	%²			0.59	%²
Supplemental data and ratios:
Net assets, end of period	$91,874,767				$73,269,622				$578,726				$503,918				$212,617,022				$227,815,865
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit			1.21	%³			1.33	%³			0.43	%³			0.50	%³			1.02	%³			1.09	%³
After expense reimbursement (recapture) and securities lending credit			1.02	%³			1.10	%³			0.34	%³			0.43	%³			0.93	%³			1.03	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit			3.77	%³			3.66	%³			2.23	%³			2.44	%³			1.62	%³			1.78	%³
After expense reimbursement (recapture) and securities lending credit			3.96	%³			3.89	%³			2.32	%³			2.51	%³			1.71	%³			1.84	%³
Portfolio turnover rate			41.41	%²			21.35	%²			32.26	%²			18.75	%²			32.26	%²			18.75	%²

Portfolio Turnover is calculated for the Fund as a whole.

¹	Commencement of operations.
²	Not annualized.
³	Annualized.
^*	Amount represents less than $0.01 per share.

See notes to financial statements.

155

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FINANCIAL HIGHLIGHTS

	Altegris^®Diversified Alternatives Allocation Fund
	Institutional								Service
					September 30,								August 31,
	Period Ended				2012¹Through				Period Ended				2012¹Through
	September 30,				March 31,				September 30,				March 31,
	2013				2013				2013				2013
Per share data for a share of capital stock outstanding for the entire period and selected information for the period are as follows:
Net asset value, beginning of period		$	10.01			$	10.07			$	10.00			$	10.00
Income from investment operations:
Net investment income			0.03				0.05				0.01				0.03
Net realized and unrealized gains (losses) on investments			(0.09	)			(0.07	)			(0.09	)			0.00
Total from investment operations			(0.06	)			(0.02	)			(0.08	)			0.03
Less distributions:
Dividends from net investment income			—				(0.04	)			—				(0.03	)
Total distributions			—				(0.04	)			—				(0.03	)
Net asset value, end of period		$	9.95			$	10.01			$	9.92			$	10.00
Total return			-0.60	%²			-0.19	%²			-0.80	%²			0.26	%²
Supplemental data and ratios:
Net assets, end of period	$627,621				$514,104				$162,057,892				$161,223,450
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit			0.21	%³			0.30	%³			0.55	%³			0.72	%³
After expense reimbursement (recapture) and securities lending credit			0.21	%³			0.30	%³			0.55	%³			0.72	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit			0.64	%³			0.84	%³			0.26	%³			0.47	%³
After expense reimbursement (recapture) and securities lending credit			0.64	%³			0.84	%³			0.26	%³			0.47	%³
Portfolio turnover rate			6.52	%²			16.16	%²			6.52	%²			16.16	%²

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

156

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NOTES TO FINANCIAL STATEMENTS (Unaudited)

September 30, 2013

1.	Organization

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

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

2.	Significant Accounting Policies

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

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

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

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

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2013

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

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

Security Valuation

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

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

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

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

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

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

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

Certain common stocks that trade on foreign exchanges are subject to valuation adjustments. These valuation adjustments are applied to the foreign exchange-traded common stocks to account for the market movement between the close of the foreign market in which the security is traded and the close of the New York Stock Exchange. These securities are valued using pricing vendors that consider the correlation patterns of price movements of the foreign security to the intraday trading in the U.S. markets.

Foreign currency contracts derive their value from underlying asset prices, indices, reference rates, and other inputs or a combination of these factors. These instruments are normally valued using pricing

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2013

	vendors. Depending upon the instrument, its value may be provided by a pricing vendor using a series of techniques, including pricing models. The pricing models typically use inputs that are observed from active markets such as indices, spreads, interest rates, curves, dividends and exchange rates.

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

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

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

	The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Funds’ net assets as of September 30, 2013:

GuideMark^SMLarge Cap Growth Fund
	Level 1		Level 2		Level 3		Total
Common Stocks	$	179,189,176	$	—	$	—	$	179,189,176
Short Term Investments		1,049,778		—		—		1,049,778
Investments Purchased as Securities Lending Collateral		10,896,487		—		792		10,897,279
Total Investments in Securities	$	191,135,441	$	—	$	792	$	191,136,233

	For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

	There was no activity in the Level 3 assets during the period ended September 30, 2013. The ending balance as of September 30, 2013 was unchanged from the ending balance as of March 31, 2013. The Level 3 investments as of September 30, 2013 represented 0.00% of net assets and did not warrant a disclosure of significant unobservable valuations inputs.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2013

GuideMark^SMLarge Cap Value Fund
	Level 1		Level 2		Level 3		Total
Common Stocks	$	200,995,308	$	—	$	—	$	200,995,308
Short Term Investments		1,863,742		—		—		1,863,742
Investments Purchased as Securities Lending Collateral		12,577,491		—		906		12,578,397
Total Investments in Securities	$	215,436,541	$	—	$	906	$	215,437,447

	For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

	There was no activity in the Level 3 assets during the period ended September 30, 2013. The ending balance as of September 30, 2013 was unchanged from the ending balance as of March 31, 2013. The Level 3 investments as of September 30, 2013 represented 0.00% of net assets and did not warrant a disclosure of significant unobservable valuations inputs.

GuideMark^SMSmall/Mid Cap Core Fund
	Level 1		Level 2		Level 3		Total
Common Stocks	$	79,144,904	$	—	$	—	$	79,144,904
Real Estate Investment Trusts		2,279,527		—		—		2,279,527
Short Term Investments		928,972		—		—		928,972
Investments Purchased as Securities Lending Collateral		5,491,138		—		247		5,491,385
Total Investments in Securities	$	87,844,541	$	—	$	247	$	87,844,788

	For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

	There was no activity in the Level 3 assets during the period ended September 30, 2013. The ending balance as of September 30, 2013 was unchanged from the ending balance as of March 31, 2013. The Level 3 investments as of September 30, 2013 represented 0.00% of net assets and did not warrant a disclosure of significant unobservable valuations inputs.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2013

GuideMark^SMWorld ex-US Fund
	Level 1		Level 2		Level 3		Total
Common Stocks	$	37,026,639	$	282,913,529	$	—	$	319,940,168
Investment Companies		3,574,086		—		—		3,574,086
Preferred Stocks		5,450,147		—		—		5,450,147
Real Estate Investment Trusts		—		1,258,305		—		1,258,305
Rights		145,961		—		—		145,961
Short Term Investments		5,536,107		—		—		5,536,107
Investments Purchased as Securities Lending Collateral		449,000				216		449,216
Total Investments in Securities	$	52,181,940	$	284,171,834	$	216	$	336,353,990

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

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

Description	Investments in Securities
Transfers into Level 1	$	1,297,434
Transfers out of Level 1		2,539,161
Net Transfers into/(out of) Level 1	$	3,836,595
Transfers into Level 2	$	2,539,161
Transfers out of Level 2		1,297,434
Net Transfers into/(out of) Level 2	$	3,836,595

	Transfers were made due to valuation adjustments on foreign common stocks to account for the market movement between the close of a foreign market and the close of the New York Stock Exchange. Transfers between levels are recognized at the end of the reporting period.

	There was no activity in the Level 3 assets during the period ended September 30, 2013. The ending balance as of September 30, 2013 was unchanged from the ending balance as of March 31, 2013. The Level 3 investments as of September 30, 2013 represented 0.00% of net assets and did not warrant a disclosure of significant unobservable valuations inputs.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2013

GuideMark^SMOpportunistic Equity Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	138,894,640	$	—	$	—	$	138,894,640
Real Estate Investment Trusts		1,937,115		—		—		1,937,115
Short Term Investments		3,786,268		—		—		3,786,268
Investments Purchased as Securities Lending Collateral		5,513,272		—		—		5,513,272
Total Investments in Securities	$	150,131,295	$	—	$	—	$	150,131,295

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

GuideMark^SMGlobal Real Return Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	75,746,151	$	—	$	—	$	75,746,151
Short Term Investments		505,630		—		—		505,630
Investments Purchased as Securities Lending Collateral		19,925,660		—		—		19,925,660
Total Investments in Securities	$	96,177,441	$	—	$	—	$	96,177,441

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

GuideMark^SMCore Fixed Income Fund

	Level 1		Level 2		Level 3		Total
Fixed Income
Asset Backed Securities	$	—	$	21,372,565	$	—	$	21,372,565
Collateralized Mortgage Obligations		—		16,087,386		—		16,087,386
Corporate Obligations		—		145,941,643		—		145,941,643
Foreign Government Debt Obligations		—		720,610		—		720,610
Mortgage Backed Securities		—		100,712,522		—		100,712,522
Municipal Debt Obligations		—		1,479,908		—		1,479,908
U.S. Government Agency Issues		—		5,119,518		—		5,119,518
U.S. Treasury Obligations		—		47,016,802		—		47,016,802
Total Fixed Income		—		338,450,954		—		338,450,954
Short Term Investments		12,699,183		—		—		12,699,183
Investments Purchased as Securities Lending Collateral		3,560,724		—		191		3,560,915
Total Investments in Securities	$	16,259,907	$	338,450,954	$	191	$	354,711,052

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2013

There was no activity in the Level 3 assets during the period ended September 30, 2013. The ending balance as of September 30, 2013 was unchanged from the ending balance as of March 31, 2013. The Level 3 investments as of September 30, 2013 represented 0.00% of net assets and did not warrant a disclosure of significant unobservable valuations inputs.

GuideMark^SMTax-Exempt Fixed Income Fund

	Level 1		Level 2		Level 3		Total
Municipal Obligations	$	—	$	58,573,943	$	—	$	58,573,943	��
Short Term Investments		1,570,814		—		—		1,570,814
Total Investments in Securities	$	1,570,814	$	58,573,943	$	—	$	60,144,757

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

GuideMark^SMOpportunistic Fixed Income Fund

	Level 1			Level 2			Level 3		Total
Equity
Common Stock	$	3,504,676		$	29,791		$	—	$	3,534,467
Convertible Preferred Stock		1,607,700			221,125			—		1,828,825
Preferred Stock		500,837			912,067			—		1,412,904
Total Equity		5,613,213			1,162,983			—		6,776,196
Fixed Income
Asset Backed Securities		—			1,706,541			—		1,706,541
Bank Loans		—			9,365,556			—		9,365,556
Collateralized Mortgage Obligations		—			35,416,088			—		35,416,088
Convertible Obligations		—			4,433,368			—		4,433,368
Corporate Obligations		—			43,692,378			—		43,692,378
Foreign Government Obligations		—			77,072,228			—		77,072,228
Mortgage Backed Securities		—			28,259,524			—		28,259,524
Total Fixed Income		—			199,945,683			—		199,945,683
Short Term Investments		21,415,842			4,324,130			—		25,739,972
Total Investments in Securities	$	27,029,055		$	205,432,796		$	—	$	232,461,851
Other Financial Instruments*
Forward Currency Contracts	$	—		$	(1,556,622	)	$	—	$	(1,556,622	)
Futures		(148,028	)		—			—		(148,028	)
Swaps		—			(623,903	)		—		(623,903	)
Total	$	(148,028	)	$	(2,180,525	)	$	—	$	(2,328,553	)

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

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

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GuidePath^SMStrategic Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	256,257,463	$	—	$	—	$	256,257,463
Short Term Investments		5,451,041		—		—		5,451,041
Investments Purchased as Securities Lending Collateral		38,233,453		—		—		38,233,453
Total Investments in Securities	$	299,941,957	$	—	$	—	$	299,941,957

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

GuidePath^SMTactical Constrained^SMAsset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	234,901,368	$	—	$	—	$	234,901,368
Short Term Investments		4,903,467		—		—		4,903,467
Investments Purchased as Securities Lending Collateral		11,226,168		—		—		11,226,168
Total Investments in Securities	$	251,031,003	$	—	$	—	$	251,031,003

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	341,183,755	$	—	$	—	$	341,183,755
Short Term Investments		8,712,086		—		—		8,712,086
Investments Purchased as Securities Lending Collateral		51,759,705		—		—		51,759,705
Total Investments in Securities	$	401,655,546	$	—	$	—	$	401,655,546

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

GuidePath^SMAbsolute Return Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	468,841,353	$	—	$	—	$	468,841,353
Short Term Investments		8,991,515		—		—		8,991,515
Investments Purchased as Securities Lending Collateral		47,759,912		—		—		47,759,912
Total Investments in Securities	$	525,592,780	$	—	$	—	$	525,592,780

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

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GuidePath^SMMulti-Asset Income Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	89,783,142	$	—	$	—	$	89,783,142
Short Term Investments		1,998,914		—		—		1,998,914
Investments Purchased as Securities Lending Collateral		29,084,862		—		—		29,084,862
Total Investments in Securities	$	120,866,918	$	—	$	—	$	120,866,918

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

GuidePath^SMFixed Income Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	208,957,028	$	—	$	—	$	208,957,028
Short Term Investments		3,933,317		—		—		3,933,317
Investments Purchased as Securities Lending Collateral		27,893,049		—		—		27,893,049
Total Investments in Securities	$	240,783,394	$	—	$	—	$	240,783,394

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	159,500,937	$	—	$	—	$	159,500,937
Short Term Investments		3,154,769		—		—		3,154,769
Total Investments in Securities	$	162,655,706	$	—	$	—	$	162,655,706

For further information regarding security characteristics, see the Schedule of Investments. There were no transfers in or out of Levels 1 and 2 during the period ended September 30, 2013.

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Derivative Instruments and Hedging Activities

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

GuideMark^SMOpportunistic Fixed Income Fund

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

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

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

The Fund used currency forwards during the period for the purpose of hedging exposures within the Fund to non-dollar-denominated assets. In general, the use of currency derivative contracts for hedging may reduce the overall risk level of the Fund, albeit at a cost that may lower overall performance. In general, the use of currency derivatives for hedging purposes will not lead to leverage within the Fund.

Balance Sheet — Values of Derivative Instruments as of September 30, 2013

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Value

Balance Sheet Location

Value

Appreciation on

Depreciation on

Credit Contracts — Swaps

Swap Agreements

14,732

Swap Agreements

302,152

Appreciation on

Depreciation on

Interest Rate Contracts — Swaps

Swap Agreements

—

Swap Agreements

336,483

Foreign Exchange Contracts —

Appreciation of forward

Depreciation of forward

Forward Currency Contracts

currency contracts

976,456

currency contracts

2,533,078

Variation margin on

Equity Contracts — Futures*

futures contracts

14,531

futures contracts

4,577

Variation margin on

Interest Rate Contracts — Futures*

futures contracts

—

futures contracts

157,982

Total

1,005,719

3,334,272

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

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The Effect of Derivative Instruments on the Statement of Operations for the Period Ended September 30, 2013

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

	Futures			Forward Currency Contracts		Purchased Options			Swaps			Total
Interest Rate Contracts	$	365,383		$	—	$	—		$	—		$	365,383
Foreign Exchange Contracts		—			3,109,246		(16,830	)		—			3,092,416
Equity Contracts		(682,148	)		—		—			—			(682,148	)
Credit Contracts		—			—		—			(762,640	)		(762,640	)
Total	$	(316,765	)	$	3,109,246	$	(16,830	)	$	(762,640	)	$	2,013,011

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

	Futures			Forward Currency Contracts			Swaps			Total
Interest Rate Contracts	$	(68,833	)	$	—		$	(336,483	)	$	(405,316	)
Foreign Exchange Contracts		—			(5,409,709	)		—			(5,409,709	)
Equity Contracts		51,308			—			—			51,308
Credit Contracts		—			—			(220,480	)		(220,480	)
Total	$	(17,525	)	$	(5,409,709	)	$	(556,963	)	$	(5,984,197	)

The average monthly market value of purchased and written options during the period ended September 30, 2013 were as follows:

	GuideMark^SM
	Opportunistic
	Fixed Income
	Fund
Purchased Options	$	7,125
Written Options	$	—

The average monthly notional amount of futures, forwards, and swaps during the period ended September 30, 2013 were as follows:

	GuideMark^SM
	Opportunistic
	Fixed Income
Long Positions	Fund
Futures	$	320,148
Forwards	$	72,659,743
Swaps	$	22,293,571

	GuideMark^SM
	Opportunistic
	Fixed Income
Short Positions	Fund
Futures	$	14,211,519
Forwards	$	50,704,237

		GuideMark^SM
		Opportunistic
		Fixed Income
Cross		Fund
Forwards	$	20,342,729

Derivative Risks

The risks of using the various types of derivatives in which the Funds may engage include: the risk that movements in the value of the derivative may not fully offset or complement instruments currently held in the Fund in the manner intended by the Advisor or sub-advisor; the risk that the counterparty to a derivative contract may fail to comply with its obligations to the

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Fund; the risk that there may not be a liquid secondary market for the derivative at a time when the Fund would look to disengage the position; the risk that additional capital from the Fund may be called upon to fulfill the conditions of the derivative contract; the risk that the use of derivatives in the Fund may induce leverage in the Fund, and the risk that the cost of the derivative contracts may reduce the overall returns experienced by the Fund.

Offsetting Assets and Liabilities

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

The table below, as of September 30, 2013, discloses both gross information and net information about instruments and transactions eligible for offset in the Statements of Assets and Liabilities’ and instruments and transactions that are subject to an agreement similar to a master netting agreement as well as amounts related to collateral held at clearing brokers and counterparties.

Assets:											Gross Amounts not offset in the statement of financial position
	Gross Amounts of Recognized Assets			Gross Amounts Offset in the Statement of Financial Position				Net Amounts Presented in the Statement of Financial Position			Financial Instruments				Collateral Received				Net Amount
Counterparty
Barclays		$	57,694		$	—			$	57,694		$	(57,694	)		$	—			$	—
Citibank			—			—				—			—				—				—
Citigroup			35,895			—				35,895			—				(35,895	)			—
Credit Suisse			70,662			—				70,662			—				(70,662	)			—
Deutsche Bank			628,650			(74,431	)			554,219			(554,219	)			—				—
Goldman Sachs			7,148			—				7,148			—				(7,148	)			—
HSBC			103,595			—				103,595			(103,595	)			—				—
JP Morgan Chase			170,372			(15,591	)			154,781			—				(154,781	)			—
Merrill Lynch			7,194			—				7,194			(7,194	)			—				—
Morgan Stanley			—			—				—			—				—				—
UBS			—			—				—			—				—				—
		$	1,081,210		$	(90,022	)		$	991,188		$	(722,702	)		$	(268,486	)		$	—

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Liabilities:											Gross Amounts not offset in the statement of financial position
	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Statement of Financial Position				Net Amounts Presented in the Statement of Financial Position			Financial Instruments				Collateral Pledged			Net Amount
Counterparty
Barclays		$	$188,120		$	—			$	188,120		$	(57,694	)		$	—		$	130,426
Citibank			52,442			—				52,442			—				—			52,442
Citigroup			75,993			—				75,993			—				—			75,993
Credit Suisse			395,304			—				395,304			—				—			395,304
Deutsche Bank			1,512,718			(74,431	)			1,438,287			(554,219	)			—			884,068
Goldman Sachs			159,670			—				159,670			—				—			159,670
HSBC			118,204			—				118,204			(103,595	)			—			14,609
JP Morgan Chase			741,145			(15,591	)			725,554			—				—			725,554
Merrill Lynch			97,212			—				97,212			(7,194	)			—			90,018
Morgan Stanley			49,062			—				49,062			—				—			49,062
UBS			19,893			—				19,893			—				—			19,893
		$	3,409,763		$	(90,022	)		$	3,319,741		$	(722,702	)		$	—		$	2,597,039

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

Please reference Note 6 for collateral related to securities on loan.

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

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

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

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

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

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September 30, 2013

			shareholders sufficient to relieve the Funds from all or substantially all Federal income taxes. Therefore, no Federal income tax provision is required.

			The Funds have adopted financial reporting rules regarding recognition and measurement of tax positions taken or expected to be taken on a tax return. The Funds have reviewed all open tax years and major jurisdictions and concluded that no provision for income tax is required in the Funds’ financial statements. The Funds’ Federal and state income and Federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

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

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

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

			specific Fund or Trust are apportioned among all the Funds based on relative net assets.

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

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

	(j)		Distributions to shareholders
			The Funds, with the exception of the Core Fixed Income Fund, Tax-Exempt Fixed Income Fund, Opportunistic Fixed Income Fund, Multi-Asset Income Asset Allocation Fund, and Fixed Income Allocation Fund will distribute any net investment income at least annually. The Core Fixed Income Fund, Tax-Exempt Fixed Income Fund, Opportunistic Fixed Income Fund, Multi-Asset Income Asset Allocation Fund, and Fixed Income Allocation Fund will distribute any net investment income quarterly. All of the Funds will distribute any net realized long or short-term capital gains at least annually. Distributions to shareholders are recorded on the ex-dividend date. The Funds may also pay a special

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September 30, 2013

			distribution at the end of the calendar year to comply with Federal tax requirements.

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

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

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

			The premium that a Fund pays when purchasing a call option or receives when writing a call option will reflect, among other things, the market price of the security, the relationship of the exercise price to the market price of the security, the relationship of the exercise price to the volatility of the security, the length of the option period and supply and demand factors. The premium is the value of an option at the date of

			purchase. A purchaser (holder) of a put option pays a non-refundable premium to the seller (writer) of a put option to obtain the right to sell a specified amount of a security at a fixed price (the exercise price) during a specified period (exercise period). Conversely, the seller (writer) of a put option, upon payment by the holder of the premium, has the obligation to buy the security from the holder of the put option at the exercise price during the exercise period.

			Futures
			Each Fund has the ability to buy and sell stock index futures contracts traded on domestic stock exchanges to hedge the value of its portfolio against changes in market conditions. A stock index futures contract is an agreement between two parties to take or make delivery of an amount of cash equal to a specified dollar amount, times the difference between stock index value at the close of the last trading day of the contract and the price at which the futures contract is originally struck. A stock index futures contract does not involve the physical delivery of the underlying stocks in the index. Although stock index futures contracts call for the actual taking of delivery of cash, in most cases a Fund expects to liquidate its stock index futures positions through offsetting transactions, which may result in a gain or loss, before cash settlement is required.

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

			Futures contracts are valued at the daily quoted settlement prices.

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

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

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

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

			are translated into U.S. dollars at the exchange rate in effect on the dates of the respected transactions. The Funds do not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

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

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

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September 30, 2013

			be traded at par value, there is a risk that an auction will fail due to insufficient demand for the securities.

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

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

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

3.	Investment Advisor

	The Trust has an Investment Advisory Agreement (the “Agreement”) with AssetMark, Inc. (the “Advisor”), with whom certain officers and trustees of the Trust are affiliated, to furnish investment advisory services to the Funds. In November 2013, the Trust’s investment advisor, Genworth Financial Wealth Management, Inc., was renamed AssetMark, Inc. Under the terms of the Agreement, the Funds compensate the Advisor for its management services at the following contractual rates, based on each Fund’s average daily net assets:

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

	AssetMark also provides certain administrative services to the Service Shares of the Funds, pursuant to Administrative Services Agreements between the Funds and AssetMark, for which AssetMark receives a fee of 0.25% of the average daily net assets of the Service Shares of the Funds. Effective October 26, 2012, AssetMark is voluntarily waiving the Investment Advisory Fee and Administrative Services fee in the GuidePath^®Altegris Diversified Alternatives Allocation Fund. The administrative services may include development and maintenance of a web-based software platform for both investment advisers and shareholders; creation of a customized full-color client quarterly performance review for each individual client; facilitating the initiation and setup of new account and related asset transfers; reviewing and following up on custodial paperwork; attending to shareholder correspondence, requests and inquiries, and other communications with shareholders and their representatives; assisting with the processing of purchases and redemptions of shares; and monitoring and overseeing non-advisory relationships with entities providing services to the Service Shares; including the transfer agent and custodian.

	In addition, GPS Funds I and the Advisor have also entered into a Fee Waiver Agreement designed to provide Fund shareholders with the economic benefits of

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September 30, 2013

	economies of scale that may be realized as Fund assets increase. Under the Fee Waiver Agreement, the Advisor has contractually agreed to waive 0.025% of each Fund’s annual advisory fee on assets in excess of $6 billion, and an additional 0.025% of each Fund’s annual advisory fee on assets in excess of $12 billion.

	Each Fund and the Advisor have also entered into an Expense Waiver and Reimbursement Agreement under which the Advisor has agreed to waive, through July 31, 2014, its management fee and/or reimburse each Fund’s other expenses to the extent necessary to ensure that the Fund’s net annual operating expenses (excluding Distribution (12b-1) Fees, Administrative Service Fees, taxes, interest, trading costs, acquired fund expenses, expenses paid with securities lending expense offset credits and non-routine expenses) do not exceed the following rates, based on each Fund’s average daily net assets:

	Large Cap Growth Fund		0.99%
	Large Cap Value Fund		0.99%
	Small/Mid Cap Core Fund		1.09%
	World ex-US Fund		1.09%
	Opportunistic Equity Fund		1.10%
	Global Real Return Fund		1.05%
	Core Fixed Income Fund		0.79%
	Tax-Exempt Fixed Income Fund		0.79%
	Opportunistic Fixed Income Fund		1.05%
	Strategic Asset Allocation Fund		0.50%
	Tactical Constrained^SMAsset Allocation Fund		0.50%
	Tactical Unconstrained^SMAsset Allocation Fund		0.60%
	Absolute Return Asset Allocation Fund		0.60%
	Multi-Asset Income Asset Allocation Fund		0.60%
	Fixed Income Allocation Fund		0.55%
	Altegris^®Diversified Alternatives
	Allocation Fund		0.50%

	Any such 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 after the end of the fiscal year in which the fee or expense was waived or reimbursed. As of September 30, 2013, Large Cap Value Fund, Global Real Return Fund, Multi-Asset Income Asset Allocation Fund, Fixed Income Allocation Fund and Altegris^®Diversified Alternatives Allocation Fund have recouped all potential recoverable waivers or reimbursed expenses.

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

	Year of Expiration 03/31/2014		Year of Expiration 03/31/2015		Year of Expiration 03/31/2016		Year of Expiration 03/31/2017
Large Cap Growth		—		26,965		18,182		6,341
Small/Mid Cap Core Fund		18,384		46,007		15,486		1,122
World ex-US Fund		—		142,535		141,168		32,880
Opportunistic Equity Fund		—		—		6,563		—
Core Fixed Income Fund		—		—		24,268		58,228
Tax-Exempt Fixed Income Fund		21,611		26,492		53,717		43,249
Opportunistic Fixed Income Fund		—		199,792		100,926		29,665
Strategic Asset Allocation Fund		—		91,973		26,716		—
Tactical Constrained^SMAsset Allocation Fund		—		98,727		33,542		—
Tactical Unconstrained^SMAsset Allocation Fund		—		33,884		49,063		4,490

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September 30, 2013

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

4.	Distribution Plan

	Each Trust, on behalf of the Service Shares class of its Funds, has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”), which provides for each Fund to pay distribution fees at an annual rate of 0.25% of the average daily net assets of the Funds. Payments under the 12b-1 Plan shall be used to compensate persons (including affiliates of the Trust) who provide support services in connection with the distribution of the Funds’ Service Shares class and servicing of the Funds’ Service Shares class shareholders. For example, these amounts are paid to financial intermediaries that perform back office shareholder servicing and recordkeeping services that facilitate the operation of the AssetMark Program through which the Funds are primarily distributed. The Advisor (and its affiliates) similarly receive portions of such payments for their services provided to facilitate the operation of the program. These financial intermediaries and affiliates of the Trust also receive payments from the Trust outside of the 12b-1 Plan for shareholder services that are unrelated to distribution services. Capital Brokerage Corp. serves as principal underwriter and distributor for the Funds.

5.	Service and Custody Agreements

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

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

6.	Securities Lending

	The Trusts, on behalf of certain of the Funds, entered into securities lending arrangements with U.S. Bank, N.A. (the “Custodian”). Under the term of the agreement, the Custodian is authorized to loan securities on behalf of the Funds to approved brokers. In exchange, under normal market conditions, the Funds receive cash collateral in the amount of at least 102% of the value of securities loaned. The cash collateral is invested in short term instruments as noted in the Schedule of Investments. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities. In addition, the Funds bear the risk of loss associated with the investment of cash collateral received. After predetermined rebates to brokers, a percentage of the net securities lending revenue is credited to the Funds to be used as an offset against custody costs and other charges incurred by the Funds. The Custodian is paid a fee for administering a securities lending program for the Funds, equal to the remaining percentage of the net securities lending revenues generated under the agreement.

	As of September 30, 2013, the Funds (excluding the Tax-Exempt Fixed Income Fund, Opportunistic Fixed Income Fund and Altegris^®Diversified Alternatives Allocation Fund) had loaned securities that were collateralized by cash. The cash collateral received was invested in securities as listed in each Fund’s Schedule of Investments. Income earned from these investments is allocated to each Fund based on each Fund’s portion of total cash collateral received. Securities lending income is disclosed in each Fund’s Statement of Operations as a securities lending offset.

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September 30, 2013

As of September 30, 2013, the values of securities loaned and collateral received were as follows:

	Value of Securities Loaned		Payable for Collateral on Securities Loaned		Collateral Excess (Deficit) due to (from) Securities Lending Agent			Cost of Securities Purchased as Securities Lending Collateral		Unrealized Depreciation			Value of Securities Purchased as Securities Lending Collateral
Large Cap Growth Fund	$	10,571,906	$	10,916,880	$	115		$	10,914,179	$	(16,900	)	$	10,897,279
Large Cap Value Fund		12,098,693		12,601,030		(79	)		12,597,734		(19,337	)		12,578,397
Small/Mid Cap Core Fund		5,271,338		5,501,415		(3,891	)		5,496,645		(5,260	)		5,491,385
World ex-US Fund		432,280		449,000		5,588			453,823		(4,607	)		449,216
Opportunistic Equity Fund		5,338,213		5,513,272		—			5,513,272		—			5,513,272
Global Real Return Fund		19,059,723		19,925,660		—			19,925,660		—			19,925,660
Core FixedIncome Fund		3,477,825		3,567,388		(1,733	)		3,564,979		(4,064	)		3,560,915
Strategic Asset Allocation Fund		37,151,616		38,233,453		—			38,233,453		—			38,233,453
Tactical Constrained^SM Asset Allocation Fund		10,829,341		11,226,168		—			11,226,168		—			11,226,168
Tactical Unconstrained^SM Asset Allocation Fund		50,147,445		51,759,705		—			51,759,705		—			51,759,705
Absolute Return Asset Allocation Fund		46,575,274		47,759,912		—			47,759,912		—			47,759,912
Multi-Asset Income Asset Allocation Fund		28,162,695		29,084,862		—			29,084,862		—			29,084,862
Fixed Income Allocation Fund		27,194,241		27,893,049		—			27,893,049		—			27,893,049
	$	256,310,590	$	264,431,794	$	—		$	264,423,441	$	(50,168	)	$	264,373,273

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September 30, 2013

7.	Investment Transactions

	The aggregate purchases and sales of securities, excluding short-term investments, for the period ended September 30, 2013 are summarized below.

	Purchases		Sales
Large Cap Growth Fund	$	43,303,737	$	60,363,472
Large Cap Value Fund		34,053,256		51,957,904
		65,097,124		76,261,991
Small/Mid Cap Core Fund World ex-US Fund		163,308,122		125,784,197
Opportunistic Equity Fund		39,171,284		63,068,499
Global Real Return Fund		12,802,586		15,562,752
Core Fixed Income Fund*		201,184,322		249,976,485
Tax-Exempt Fixed Income Fund		8,563,160		19,522,669
Opportunistic Fixed Income Fund		93,434,764		94,724,811
Strategic Asset Allocation Fund		34,954,361		37,043,320
Tactical Constrained^SM Asset Allocation Fund		69,777,566		66,710,749
Tactical Unconstrained^SM Asset Allocation Fund		389,025,369		361,115,956
Absolute Return Asset Allocation Fund		248,363,100		264,139,380
Multi-Asset Income Asset Allocation Fund		55,079,756		34,665,965
Fixed Income Allocation Fund		70,910,430		76,777,474
Altegris^®Diversified Alternatives Allocation Fund		13,467,495		10,500,818

*	Included in these amounts were $83,233,509 of purchases and $120,156,388 of sales of U.S. Government Securities.

8.	Option Contracts Written

	There were no written option contracts held at any time during the period ended September 30, 2013.

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September 30, 2013

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 foreign currency, Passive Foreign Investment Companies, Partnerships and paydown reclassifications. On the Statement of Assets and Liabilities, the following adjustments were made:

	Accumulated Net Investment Income or (Loss)			Accumulated Realized Gain or (Loss)			Capital Stock
Large Cap Growth Fund	$	—		$	—		$	—
Large Cap Value Fund		—			—			—
Small/Mid Cap Core Fund		166,742			(166,210	)		(532	)
World ex-US Fund		(55,881	)		55,881			—
Opportunistic Equity Fund		—			—			—
Global Real Return Fund		38,765			—			(38,765	)
Core Fixed Income Fund		1,407,791			(1,407,791	)		—
Tax-Exempt Fixed Income Fund		—			—			—
Opportunistic Fixed Income Fund		304,827			(304,827	)		—
Strategic Asset Allocation Fund		18,338			(18,338	)		—
Tactical Constrained^SMAsset Allocation Fund		(6,735	)		6,735			—
Tactical Unconstrained^SMAsset Allocation Fund		7,324			(7,324	)		—
Absolute Return Asset Allocation Fund		(22,414	)		22,414			—
Multi-Asset Income Asset Allocation Fund		—			—			—
Fixed Income Allocation Fund		—			—			—
Altegris^®Diversified Alternatives Allocation Fund		—			—			—

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September 30, 2013

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

	Capital losses expiring:
							Indefinite
	3/31/17		3/31/2018		3/31/2019		Short Term		Long Term
Large Cap Growth Fund	$	—	$	58,944,515		$—	$	—	$	—
Large Cap Value Fund		23,475,667		146,948,668		—		—		—
Small/Mid Cap Core Fund		11,195,066		12,866,943		—		—		—
World ex-US Fund		63,053,726		139,582,037		—		2,504,250		5,502,519
Opportunistic Equity Fund		—		—		—		6,107,898		—
Global Real Return Fund		—		—		—		2,414,659		2,876,816
Core Fixed Income Fund		—		—		—		—		—
Tax-Exempt Fixed Income Fund		1,973,444		2,354,785		—		—		—
Opportunistic Fixed Income Fund		—		—		—		—		—
Strategic Asset Allocation Fund		—		—		—		—		—
Tactical Constrained Asset Allocation Fund		—		—		—		—		—
Tactical Unconstrained Asset Allocation Fund		—		—		—		—		—
Absolute Return Asset Allocation Fund		—		—		—		—		—
Multi-Asset Income Asset Allocation Fund		—		—		—		—		—
Fixed Income Allocation Fund		—		—		—		—		—
Altegris^®Diversified Alternatives
Allocation Fund		—		—		—		—		—

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

Additionally, at March 31, 2013, the Funds deferred on a tax basis post-October losses as follows:

	Ordinary Late Year Loss		Capital Loss
Large Cap Growth Fund	$	—	$	1,073,605
Large Cap Value Fund		—		—
Small/Mid Cap Core Fund		62,048		—
World ex-US Fund		—		6,987,092
Opportunistic Equity Fund		—		—
Global Real Return Fund		258,192		802,868
Core Fixed Income Fund		—		—
Tax-Exempt Fixed Income Fund		—		—
Opportunistic Fixed Income Fund		—		—
Strategic Asset Allocation Fund		261,467		—
Tactical Constrained^SMAsset Allocation Fund		—		—
Tactical Unconstrained^SMAsset Allocation Fund		—		—
Absolute Return Asset Allocation Fund		—		1,027,798
Multi-Asset Income Asset Allocation Fund		—		—
Fixed Income Allocation Fund		—		—
Altegris^®Diversified Alternatives Allocation Fund		—		—

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September 30, 2013

The qualified Ordinary Late Year Loss is the excess of the sum of the specified losses attributable to the portion of the taxable year after October 31, and the ordinary losses attributable to the portion of the taxable year after December 31, over the sum of the specified gains attributable to the portion of the taxable year after October 31, and other ordinary income attributable to the portion of the taxable year after December 31.

The tax components of distributions paid during the fiscal years ended March 31, 2013 and March 31, 2012 are as follows:

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

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

	Year Ended March 31, 2012
	Ordinary Income Distributions		Long-Term Capital Gain Distributions		Return of Capital
Large Cap Growth Fund	$	—		$—	$	—
Large Cap Value Fund		2,236,272		—		—
Small/Mid Cap Core Fund		—		—		—
World ex-US Fund		2,815,992		—		—
Opportunistic Equity Fund		—		—		—
Global Real Return Fund		1,072,645		—		65,516
Core Fixed Income Fund		7,831,235		—		—
Tax-Exempt Fixed Income Fund*		2,990,928		—		—
Opportunistic Fixed Income Fund		7,960,168		—		—
Strategic Asset Allocation Fund		1,058,402		—		8,769
Tactical Constrained^SMAsset Allocation Fund		920,562		—		—
Tactical Unconstrained^SMAsset Allocation Fund		667,199		—		—
Absolute Return Asset Allocation Fund		1,125,858		—		—

Contains $2,931,871 of tax-exempt income for year ended 3/31/2012.

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September 30, 2013

At March 31, 2013, the components of accumulated earnings (losses) on a tax basis were as follows:

	Large Cap Growth Fund			Large Cap Value Fund			Small/Mid Cap Core Fund			World ex-US Fund			Opportunistic Equity Fund			Global Real Return Fund
Cost of Investments		148,282,933			163,791,640			78,273,310			254,022,396			137,111,210			117,153,092
Gross Unrealized Appreciation		41,778,829			47,243,576			16,662,447			39,923,843			25,656,735			4,946,974
Gross Unrealized Depreciation		(3,147,997	)		(4,541,348	)		(1,844,974	)		(14,358,746	)		(3,372,530	)		(7,606,359	)
Net Unrealized Appreciation/ (Depreciation)		38,630,832			42,702,228			14,817,473			25,565,097			22,284,205			(2,659,385	)
Undistributed Tax-Exempt Ordinary Income		—			—			—			—			—			—
Undistributed Ordinary Income		62,114			525,829			—			3,464,187			159,773			—
Undistributed Long-Term Cap Gains		—			—			—			—			—			—
Total Distributable Earnings		62,114			525,829			—			3,464,187			159,773			—
Other Accumulated Gains/(Losses)		(60,018,120	)		(170,424,335	)		(24,124,057	)		(217,641,237	)		(6,107,898	)		(6,387,926	)
Total Accumulated Earnings/(Losses)		(21,325,174	)		(127,196,278	)		(9,306,584	)		(188,611,953	)		16,336,080			(9,047,311	)

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September 30, 2013

	Core Fixed Income Fund			Tax-Exempt Fixed Income Fund			Opportunistic Fixed Income Fund			Strategic Asset Allocation Fund			Tactical Constrained^SM Asset Allocation Fund			Tactical Unconstrained^SM Asset Allocation Fund
Cost of Investments		403,407,097			68,889,301			240,127,511			242,124,304			223,082,002			308,501,808
Gross Unrealized Appreciation		13,001,397			6,341,928			9,235,761			30,296,259			24,091,267			30,518,731
Gross Unrealized Depreciation		(1,871,737	)		(138,694	)		(3,899,484	)		(2,763,910	)		(2,697,542	)		(3,008,811	)
Net Unrealized Appreciation/ (Depreciation)		11,129,660			6,203,234			5,336,277			27,532,349			21,393,725			27,509,920
Undistributed Tax-Exempt Ordinary Income		—			—			—			—			—			—
Undistributed Ordinary Income		244,092			68,147			1,823,259			403,266			1,046,256			1,721,193
Undistributed Long-Term Cap Gains		1,135,333			—			321,238			729,058			317,781			74,379
Total Distributable Earnings		1,379,425			68,147			2,144,497			1,132,324			1,364,037			1,795,572
Other Accumulated Gains/(Losses)		8			(4,328,229	)		663,193			(292,420	)		(30,953	)		(30,953	)
Total Accumulated Earnings/(Losses)		12,509,093			1,943,152			8,143,967			28,372,253			22,726,809			29,274,539

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2013

	Absolute Return Asset Allocation Fund			Multi-Asset Income Asset Allocation Fund			Fixed Income Allocation Fund			Altegris^® Diversified Alternatives Allocation Fund
Cost of Investments		525,075,818			84,141,475			250,787,903			161,548,024
Gross Unrealized Appreciation		10,578,730			3,133,638			1,038,705			3,793,975
Gross Unrealized Depreciation		(3,674,576	)		(322,803	)		(2,671,162	)		(3,718,198	)
Net Unrealized Appreciation/ (Depreciation)		6,904,154			2,810,835			(1,632,457	)		75,777
Undistributed Tax-Exempt Ordinary Income		—			—			—			—
Undistributed Ordinary Income		2,010,042			475,390			754,317			69,808
Undistributed Long-Term Cap Gains		—			14,012			396,466			—
Total Distributable Earnings		2,010,042			489,402			1,150,783			69,808
Other Accumulated Gains/(Losses)		(1,058,751	)		—			—			—
Total Accumulated Earnings/(Losses)		7,855,445			3,300,237			(481,674	)		145,585

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September 30, 2013

Additional Information

Shareholder Notification of Federal Tax Status (Unaudited)

The Funds designated the following percentages of dividends during the fiscal year 2013 as dividends qualifying for the dividends received deduction available to corporate shareholders and as dividends from net investment income that are qualifying income under the Jobs and Growth Tax Relief Reconciliation Act of 2003, respectively:

	Dividends received deduction % for corporate shareholders			% of dividends as qualified income
Large Cap Growth Fund		100.00	%		100.00	%
Large Cap Value Fund		100.00	%		100.00	%
Small/Mid Cap Core Fund		92.12	%		100.00	%
World ex-US Fund		0.14	%		100.00	%
Opportunistic Equity Fund		100.00	%		100.00	%
Global Real Return Fund		21.62	%		87.64	%
Core Fixed Income Fund		0.16	%		0.13	%
Tax-Exempt Fixed Income Fund		0.00	%		0.00	%
Opportunistic Fixed Income Fund		11.11	%		3.12	%
Strategic Asset Allocation Fund		100.00	%		100.00	%
Tactical Constrained^SMAsset Allocation Fund		13.04	%		19.47	%
Tactical Unconstrained^SMAsset Allocation Fund		27.36	%		42.43	%
Absolute Return Asset Allocation Fund		12.73	%		12.98	%
Multi-Asset Income Asset Allocation Fund		13.67	%		25.82	%
Fixed Income Allocation Fund		1.75	%		1.94	%
Altegris^®Diversified Alternatives Allocation Fund		0.00	%		6.24	%

Foreign Tax Credit Pass Through (Unaudited)

Pursuant to Section 853 of the Internal Revenue Code, the GuideMark^SMWorld ex-US Fund designates the following amount as foreign taxes paid for the year ended March 31, 2013. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

			Creditable Foreign Taxes Paid		Per Share Amount		Portion of Ordinary Income Distribution Derived from Foreign Sourced Income*
	GuideMark World ex-US Fund		$496,646		$0.0142		99.41%

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

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

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

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

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September 30, 2013

Disclosure Regarding Fund Trustees and Officers (Unaudited)

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

David M. Dunford Year of Birth: 1949 c/o AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Independent Trustee	Indefinite Term (since 2013 for GPS Funds I and since 2011 for GPS Funds II).	Retired; formerly, Senior Vice President, Merrill Lynch Insurance Group (1989-2001).	16	Director, New England Bancorp (2006-present); Trustee, Genworth Variable Insurance Trust (“GVIT”) (2008- 2012); Director, Hospice and Palliative Care of Cape Cod (2006-2011).
Paul S. Feinberg Year of Birth: 1942 c/o AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Independent Trustee	Indefinite Term (since 2013 for GPS Funds I and since 2011 for GPS Funds II).	Retired; formerly, President, CitiStreet Funds, Inc.(2000-2005); Executive Vice President and General Counsel, CitiStreet Associates LLC (insurance agency), CitiStreet Equities LLC (broker-dealer), CitiStreet Financial Services LLC (registered investment advisor) and CitiStreet Funds Management LLC (registered investment advisor) (1990-2005)	16	Trustee, GVIT (2008-2012); Trustee, Blue Fund Group (2006-2008).
Dennis G. Schmal Year of Birth: 1947 c/o AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Independent Trustee	Indefinite Term (since 2007 for GPS Funds I and since 2013 for GPS Funds II).	Self-employed consultant (1999-present); formerly, Partner, Arthur Andersen LLP (audit services) (1972-1999).	16	Director, Sitoa Global Inc. (2011-present); Director, Wells Fargo ASGI Hedge Funds (closed-end hedge funds) (2008-present); Director/Chairman, Pacific Metrics Corp. (educational services) (2005-present); Director, Merriman Holdings, Inc. (financial services) (2003-present); Director, Grail Advisors ETF Trust (2009-2011); Director, Varian Semiconductor Equipment Associates, Inc. (2004-2011); Director, North Bay Bancorp (2006-2007).

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September 30, 2013

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

Gurinder S. Ahluwalia* Year of Birth: 1965 c/o AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Interested Trustee	Indefinite Term (since 2013 for GPS Funds I and since 2011 for GPS Funds II).	President and CEO of AssetMark, Inc. (“AssetMark”), formerly, Genworth Financial Wealth Management, Inc. (2009-present); Co-Chairman, AssetMark (2008-2009); Vice-Chairman, AssetMark Investment Services, Inc. (2006-2008); President, Genworth Financial Asset Management Funds (“Contra Fund”) (2004-2008); President and Chairman, Savos Investments (2004-2008).	17	Trustee, GPS Funds I (2013-present), GPS Funds II (2011-present), and Contra Fund (2005- present); AssetMark Trust Company (formerly, Genworth Financial Trust Company) (2004- present); Altegris Investment, Inc. (2011- 2013); Altegris Portfolio Management, Inc. (d/b/a Altegris Funds) (2011-2013); Ensaaf (nonprofit organization) (2011- present); Quantuvis Consulting, Inc. (2008- present); Trustee, GVIT (2008-2012); Centurion Capital Group Inc.; Centurion Financial Advisers Inc.; AssetMark; Savos Investments

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September 30, 2013

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

Carrie E. Hansen Year of Birth: 1970 AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	President	Renewed 1-Year Term since May 2007	President, GPS Funds I (2007-present) and GPS Funds II (2011-present); President, Contra Fund (2008-present) and GVIT (2008-2012); Senior Vice President and Chief Operations Officer, AssetMark (2008-present); Chairman, Genworth Financial Trust Company (2008-present).
John Koval Year of Birth: 1966 AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Chief Compliance Officer and AML Compliance Officer	Renewed 1-Year Term since January 2013	Chief Compliance Officer, GPS Funds I, GPS Funds II, and Contra Fund (2013- present); Interim Chief Compliance Officer, GPS Funds I, GPS Funds II, and Contra Fund (September 2012-January 2013); Senior Compliance Officer, AssetMark (2011-2012); Chief Operating Officer, SEAL Capital, Inc. (2009-2010); Chief Compliance Officer, Cliffwood Partners LLC (2004-2009).
Starr E. Frohlich Year of Birth: 1972 AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Vice President and Treasurer	Renewed 1-Year Term since 2011	Vice President and Treasurer, GPS Funds I (2010-present), GPS Funds II (2011-present), Contra Fund (2010-present), and GVIT (2010-2012); Director of Fund Administration, AssetMark (2010-present); Vice President, U.S. Bancorp Fund Services, LLC (1997-2010).
Simi K. Gill Year of Birth: 1973 AssetMark, Inc. 1655 Grant Street 10th Floor Concord, CA 94520	Secretary	Renewed 1-Year Term since 2013	Secretary, GPS Funds I (2013-present), GPS Funds II (2013-present), and Contra Fund (2010-present), Assistant Director of Fund Administration, AssetMark (2011-present); Deputy Chief Compliance Officer, Contra Fund (2009-2011); Senior Compliance Officer, AssetMark (2007-2011).

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

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

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

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September 30, 2013

4.	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 Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.

5.	Availability of Quarterly Portfolio Holdings Schedules (Unaudited)

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

6.	Special Meeting of Shareholders

	A special meeting of shareholders of the Funds was held on July 10, 2013, and for GuideMark^SMLarge Cap Growth Fund, GuideMark^SMWorld ex-US Fund, GuideMark^SMTax-Exempt Fixed Income Fund and GuideMark^SMGlobal Real Return Fund, adjourned until July 28, 2013 (the “Shareholder Meeting”). The purpose of the Shareholder Meetings was to vote on the following proposals: (1) to elect a Board of Trustees; (2) to approve a new investment advisory agreement with AssetMark, Inc. (“AssetMark”); and (3) for GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund to approve a new sub-advisory agreement with Altegris Advisors, LLC.

	Proposal 1: To elect a Board of Trustees.

	GPS Funds I

Trustee	For	Withheld
David M. Dunford	102,935,814	2,528,135
Paul S. Feinberg	101,416,099	4,047,850
Dennis G. Schmal	101,458,615	4,005,334
Gurinder S. Ahluwalia	101,344,261	4,119,688

GPS Funds II

Trustee	For	Withheld
David M. Dunford	126,953,200	3,608,144
Paul S. Feinberg	126,813,997	3,747,348
Dennis G. Schmal	126,820,677	3,740,667
Gurinder S. Ahluwalia	126,619,961	3,941,384

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September 30, 2013

Proposal 2: To approve a new investment advisory agreement with AssetMark.

Fund	For	Against	Abstain	Broker Non-Votes
GuideMark^SMLarge Cap Growth Fund	6,775,755	197,311	920,852	625,034
GuideMark^SMLarge Cap Value Fund	9,843,028	323,715	790,028	3,805,426
GuideMark^SMSmall/Mid Cap Core Fund	3,353,717	97,839	439,629	717,664
GuideMark^SMWorld ex-US Fund	18,261,679	558,989	3,192,119	569,458
GuideMark^SMOpportunistic Equity Fund	6,858,200	120,809	542,712	2,126,436
GuideMark^SMGlobal Real Return Fund	3,488,171	99,989	886,983	71,779
GuideMark^SMCore Fixed Income Fund	20,904,311	524,099	1,774,795	7,505,361
GuideMark^SMTax-Exempt Fixed Income Fund	2,824,831	35,426	170,035	601,190
GuideMark^SMOpportunistic Fixed Income Fund	15,853,231	272,336	1,005,608	4,228,335
GuidePath^SMStrategic Asset Allocation Fund	10,828,737	202,515	630,906	2,678,306
GuidePath^SMTactical Constrained^SMAsset Allocation Fund	9,838,477	211,713	557,674	2,386,513
GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund	13,473,769	330,460	832,144	3,858,716
GuidePath^SMAbsolute Return Asset Allocation Fund	21,476,678	594,102	1,446,105	5,112,095
GuidePath^SMMulti-Asset Income Asset Allocation Fund	3,579,325	104,106	259,388	1,086,596
GuidePath^SMFixed Income Allocation Fund	10,119,375	128,717	781,668	2,405,878
GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund	7,571,360	127,202	352,525	1,762,395

Proposal 3: For GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund to approve a new sub-advisory agreement with Altegris Advisors, LLC.

			Shares
	For		7,358,637
	Against		258,770
	Abstain		433,683
	Broker Non-Votes		0

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

	GPS FUNDS I:

	At the meeting of the Board of Trustees (the “Board” or the “Trustees”) of GPS Funds I (the “Trust”) held on March 5, 2013 (the “Annual Contract Renewal”), the Board conducted its review and renewal of the investment advisory agreement between AssetMark, Inc. (“AssetMark”), formerly, Genworth Financial Wealth Management, Inc. and the Trust, on behalf of each series of the Trust (collectively, the “Funds”) (the “Current Advisory Agreement”). Additionally, the Board considered the renewal of the investment sub-advisory agreements between (i) Delaware Management Company (“Delaware”) and AssetMark, on behalf of the GuideMark^SMTax-Exempt Fixed Income Fund; (ii) Nuveen Asset Management (“Nuveen”) and AssetMark, on behalf of the GuideMark^SMTax-Exempt Fixed Income Fund; (iii) Barrow, Hanley, Mewhinney & Strauss (“Barrow Hanley”) and AssetMark, on behalf of the GuideMark^SMCore Fixed Income Fund and the GuideMark^SMLarge Cap Value Fund; (iv) Wellington Management Company (“Wellington”) and AssetMark, on behalf of the GuideMark^SMLarge Cap Growth Fund; (v) Pyramis Global Advisors (“Pyramis”) and AssetMark, on behalf

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September 30, 2013

	of the GuideMark^SMSmall/Mid Cap Core Fund and the GuideMark^SMWorld ex-US Fund; (vi) Diamond Hill Capital Management (“Diamond Hill”) and AssetMark, on behalf of the GuideMark^SMOpportunistic Equity Fund; and (vii) Westfield Capital Management Company (“Westfield”) and AssetMark, on behalf of the GuideMark^SMOpportunistic Equity Fund. At the regular quarterly meeting held on December 18, 2012, the Board considered and approved the sub-advisory agreement with River Road Asset Management LLC (“River Road”) and AssetMark, on behalf of the GuideMark^SMOpportunistic Equity Fund (collectively with the Delaware, Nuveen, Barrow Hanley, Wellington, Pyramis, Diamond Hill, and Westfield investment sub-advisory agreements, the “Current Sub-Advisory Agreements”). Hereinafter, Delaware, Nuveen, Barrow Hanley, Wellington, Pyramis, Diamond Hill, Westfield, and River Road are collectively referred to as the “Sub-Advisors.” The Current Advisory Agreement and Current Sub-Advisory Agreements are collectively referred to herein as the “Current Agreements.”

	On April 19, 2013, a special meeting of the Board (the “April Meeting”) was held to discuss an anticipated transaction whereby AqGen Liberty Holdings LLC and certain of its subsidiaries (together, the “Buyer”) were expected to acquire AssetMark (the “Transaction”). The Current Advisory Agreement provided, as it is required to do so by law, that it will terminate in the event of its assignment. The then-anticipated Transaction would result in a change of control of AssetMark and, accordingly, the assignment and automatic termination of the Current Advisory Agreement. Moreover, the Funds’ Current Sub-Advisory Agreements provided that they will automatically terminate upon the termination of the Current Advisory Agreement, which, as noted above, will terminate upon the closing of the Transaction. Therefore, during the April Meeting, the Board met to review and consider a new investment advisory agreement between AssetMark and the Trust, on behalf of the Funds (the “New Advisory Agreement”) and new sub-advisory agreements (the “New Sub-Advisory Agreements”). The New Advisory Agreement and New Sub-Advisory Agreements are collectively referred to herein as the “New Agreements.”

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

	In considering the New Agreements, the Board followed substantially the same process and considered substantially the same factors as it considered during its review of the Current Agreements. Prior to approving the New Advisory Agreement, the independent Trustees had requested and had been provided with detailed materials relating to AssetMark, Genworth, the Buyer, and the Transaction in advance of the April Meeting. Additionally, the Board was provided with materials related to, among other items: (i) information describing the nature, extent, and quality of the services that AssetMark provides to the Funds, the fees that AssetMark charges to the Funds for these services, and a comparison of those fees to the fees paid by a peer group of other investment companies having investment objectives similar to the investment objectives of the Funds and that were identified as competitors; (ii) information regarding AssetMark’s business and operations, financial position, investment team, and compliance program; (iii) information describing each Fund’s operating expenses compared to the Fund’s peer group of other registered investment companies with investment objectives similar to the investment objectives of that Fund; (iv) information describing each Fund’s performance compared to the Fund’s peer group of other investment companies with investment objectives similar to the investment objective of the Fund; (v) information regarding AssetMark’s profitability in managing each Fund; and (vi) other information relevant to the approval of the New Advisory Agreement. The Board also considered information provided to them throughout the course of the year by AssetMark management and the Trust’s CCO at meetings of the Board, and information gathered during visits by the independent

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September 30, 2013

	Trustees to AssetMark’s offices. The independent Trustees had met in executive session with their independent legal counsel prior to and during the April Meeting to discuss the proposed Transaction and its possible effect on the Funds. Additionally, at the April Meeting, representatives of each of AssetMark and the Buyer met with the Board to discuss the Transaction and the Buyer’s general plans and intentions with respect to AssetMark and the Funds. Furthermore, the Trustees were provided with a copy of the proposed form of New Advisory Agreement, along with a representation from AssetMark that the terms and conditions of the New Advisory Agreement are substantially identical to the Current Advisory Agreement. The material factors and conclusions that formed the basis for the Board’s approval of the New Advisory Agreement are discussed below.

	The Trustees received assistance and advice regarding legal and industry standards from both independent counsel and from counsel to the Trust. The independent Trustees relied upon such advice and their own business judgment in determining the material factors to be considered in evaluating the New Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the independent Trustees were based on a comprehensive evaluation of all the information provided and were not the result of any one factor. Moreover, each independent Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the New Advisory Agreement.

	The New Advisory Agreement

	Factors Considered

	The Trustees considered and reached conclusions on a number of factors in making the decision to approve the New Advisory Agreement. Some of these factors and conclusions are described below.

	Nature, Extent, and Quality of Services Provided

	The Board considered the representations made by the Buyer that: (a) neither the Buyer nor AssetMark expect the Transaction to materially impact the business conducted by AssetMark; (b) AssetMark will maintain an independent organizational and operating structure; (c) it is expected that AssetMark’s management team as well as AssetMark’s compliance, fund administration, risk management, and investment strategies teams that are currently responsible for overseeing and managing the day-to-day activities of the Funds will be retained; (d) it is expected that the terms of the agreements between AssetMark and the Funds will not be materially changed; and (e) there are no anticipated material changes or reductions in the nature, quality, or extent of the services currently provided by AssetMark to the Funds. Additionally, the Board considered that the Buyer represented that it will not require or request that AssetMark make any changes to the current sub-advisors to the Funds in connection with the Transaction and that it expects that AssetMark will continue to use the same manager-of-managers approach, under which AssetMark maintains a primary focus on the selection, evaluation, and oversight of the Funds’ various sub-advisors and considered the New Advisory Agreement in the same manner it has since the Funds’ inception, whereby it hires and supervises investment sub-advisors that manage certain Funds’ portfolios (or portions thereof) on a day-to-day basis.

	The Trustees considered AssetMark’s capabilities in providing the administrative and compliance services needed to support the management of the Funds and process for managing the Funds’ sub-advisors, which were previously reviewed during the Annual Contract Renewal. The Trustees also considered (a) the experience, capability, and integrity of AssetMark’s management and other personnel; (b) the financial position of AssetMark currently and its anticipated financial position after the Transaction; (c) the quality of AssetMark’s regulatory and legal compliance policies, procedures, and systems; (d) the nature, extent, and quality of administrative and shareholder services provided by AssetMark to the Funds; and (e) AssetMark’s supervision of the Funds’ third-party service providers. The Board also considered the role of AssetMark’s senior management and the extent of its involvement with the Funds as well as AssetMark’s willingness to add personnel over time in order to ensure that appropriate staffing levels are maintained.

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ADDITIONAL INFORMATION (Continued)

September 30, 2013

	In connection with its approval of the New Advisory Agreement, the Board considered the breadth and quality of services that AssetMark provides to the Funds. The Trustees also considered that the Funds are an integral part of AssetMark’s program of asset allocation and shareholder services. Additionally, the Trustees considered AssetMark’s ability to provide administrative and compliance-related services in connection with AssetMark’s oversight of the sub-advisors’ compliance with the Funds’ respective investment objectives, policies, and restrictions; review of trading and brokerage matters; and other oversight activities.

	Based on the factors described above, among others, as well as the information provided to the Board in advance of their meeting and throughout the past year, the Trustees concluded that the nature, extent, and quality of the services to be provided by AssetMark to each Fund are not expected to change and will continue to benefit the Fund and its shareholders.

	Investment Performance of the Funds

	The Board considered the overall investment performance of the Funds and evaluated the Funds’ performance in the context of the manager-of-managers structure and the special considerations that such a structure requires in connection with the Annual Contract Renewal. Additionally, the Board considered that AssetMark’s ability to implement the Funds’ investment strategies is expected to be unchanged by the Transaction.

	The Trustees concluded that AssetMark’s performance record in managing each of the Funds demonstrates that its continued management of the Funds, directly or through sub-advisors, will benefit each Fund and its shareholders following the Transaction.

	Advisory Fees and Total Expenses

	The Board considered a detailed analysis of the Funds’ fees and expenses, including (a) a comparison of 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; and (b) comparisons of each Fund’s expenses to industry averages, expense ratios of sub-advised fund families, income statement data for other investment managers, and fee schedules for the Funds’ sub-advisors. The Board also considered the Buyer’s representation that it does not anticipate causing AssetMark to seek any increases in advisory, sub-advisory, administration, distribution, transfer agency, or other fee or expense ratios in the Funds as a result of the Transaction. The Trustees also considered AssetMark’s continuing commitment to limit each Fund’s total expenses through fee waiver and expense limitation arrangements, noting that the Buyer represented that it does not anticipate causing AssetMark to seek any changes in the terms of the fee waiver and expense limitation arrangements that are currently in place.

	Based on these factors, among others, the Trustees concluded that the level of the fees charged by AssetMark to each Fund is expected to be unchanged following the Transaction and continues to be reasonable in relation to the services provided by AssetMark.

	Advisor Costs, Level of Profits, Economies of Scale, and Ancillary Benefits

	The Board reviewed financial information relating to AssetMark’s operations following the Transaction, including information relating to the financial stability of the Buyer and detailing AssetMark’s current and anticipated profitability with respect to its management of the Funds. The Board considered the allocation methods used by AssetMark to allocate expenses to the Funds under its profitability analysis and the individual profitability to AssetMark of each of the Funds under this methodology. Additionally, the Board considered AssetMark’s assessment that, once the Transaction is complete, AssetMark expects to be able to manage the corporate overhead allocation at a lower cost than the current allocation. Because AssetMark allocates the expenses of the firm to the Funds on a pro rata basis for the purpose of reviewing profitability, AssetMark expects the Funds post-Transaction to appear slightly more profitable to AssetMark. The Board also considered

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September 30, 2013

	the fact that the Buyer intends to finance a substantial portion of the Transaction via debt and that the Buyer anticipates that it will be adequate cash flow to service all debt with appropriate cushions, based on projections provided to the Board.

	The Board considered each Fund’s overall advisory fee level and how breakpoints may affect AssetMark’s profitability. The Trustees considered AssetMark’s expense limitation agreement to waive advisory fees received from the Funds and/or pay Fund expenses to the extent necessary to reflect: (a) potential economies of scale; and (b) reductions in fees that may occur as a result of certain contractual breakpoints in the fees paid by AssetMark to sub-advisors under the relevant sub-advisory agreements. The Trustees concluded that AssetMark’s cost structure was reasonable and that AssetMark is sharing and would continue to share potential economies of scale with each Fund and its shareholders to their benefit.

	Conclusion

	Based on its evaluation of the relevant factors during both the Annual Contract Renewal and the April Meeting, the Board—including a majority of the independent Trustees—concluded to approve the New Advisory Agreement on behalf of the Funds. The Board also concluded that the approval of the New Advisory Agreement was in the best interests of each Fund and its respective shareholders. No single factor was determinative to the decision of the Trustees.

	The New Sub-Advisory Agreements

	Materials Reviewed and the Review Process

	Assisted by independent legal counsel, the Trustees specifically requested and were furnished with materials for purposes of their review of the New Sub-Advisory Agreements. The materials provided to the Board related to, among other items: (i) the terms and conditions of the New Sub-Advisory Agreements; (ii) the nature, quality, and scope of the services to be provided by the Sub-Advisors, as well as the schedule of fees charged for such services; (iii) each Sub-Advisor’s investment performance compared to an industry peer group as well as other sub-advisor client accounts; (iv) comparative sub-advisory fee information; (v) information regarding each Sub-Advisor’s personnel, operations, financial position, and business operations; (vi) information regarding each Sub-Advisor’s brokerage and compliance practices; and (vii) information regarding each Sub-Advisor’s interactions with the Advisor regarding management of the Funds. In considering each New Sub-Advisory Agreement, the Board followed substantially the same process and considered substantially the same factors as it considered during the December 18, 2012 approval of the Current Sub-Advisory Agreement with River Road as well as during the Annual Contract Renewal, noting that the Buyer and AssetMark do not expect that the Transaction will have an effect on any Sub-Advisor.

	Additionally, during the course of the year, the Trustees received information relating to, among other items: (i) the quantitative performance of each Sub-Advisor; (ii) AssetMark’s evaluation, in accordance with its role as a “manager-of-managers,” of the nature, extent, and quality of the services provided by each Sub-Advisor; (iii) AssetMark’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 (iv) benefits to each Sub-Advisor, such as receipt of research from brokers, that might result from the Sub-Advisor’s relationship with a Fund. The Trustees considered and evaluated this information for purposes of determining whether to approve the New Sub-Advisory Agreements.

	The Trustees received assistance and advice regarding legal and industry standards from both independent counsel to the independent Trustees and counsel to the Trust, which included detailed memoranda that described the Trustees’ legal duties and obligations in considering whether to approve the New Sub-Advisory Agreements. The independent Trustees also discussed the consideration and approval of the New Sub-Advisory Agreements and the proposed Transaction and its possible effect on the Funds with their counsel in executive session, at which no representative of the Buyer, AssetMark, or any Sub-Advisor was present.

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	Factors Considered

	The Trustees considered and reached conclusions on a number of factors in making the decision to approve the New Sub-Advisory Agreements. Some of these factors and the Board’s conclusions are set forth below.

	Nature, Extent, and Quality of Services Provided

	The Trustees considered the nature, extent, and quality of services provided by each Sub-Advisor. The Trustees reviewed information relating to each Sub-Advisor’s investment management process, including (a) the experience, capability, and integrity of the Sub-Advisor’s management, investment professionals, 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 and trading practices.

	The Trustees specifically considered the qualifications, experience, and track record of the individuals and portfolio management teams at each Sub-Advisor that are responsible for the day-to-day management of each Fund’s portfolio. The Trustees also considered, with respect to each Sub-Advisor, the specific investment approach and level of expertise within its particular asset class. In connection with the Annual Contract Renewal, the Trustees considered each Sub-Advisor’s performance record compared to the relevant benchmark(s), with the exception of River Road for which they considered updated performance information at the April Meeting.

	The Trustees concluded that the nature, extent, and quality of the services provided by each Sub-Advisor has benefited—and will continue to benefit—each Fund and its shareholders and that these factors supported the Board’s determination to approve each of the New Sub-Advisory Agreements.

	Sub-Advisor Investment Performance

	The Trustees considered whether each Sub-Advisor operated within its respective Fund’s investment objective and style and considered each Sub-Advisor’s record of compliance with applicable investment restrictions. The Trustees considered, during the Annual Contract Renewal (and, for River Road, during the April Meeting), each Sub-Advisor’s investment performance relative to a benchmark index or indices, including the primary contributors to and detractors from performance. During the April Meeting, the Trustees reviewed updated performance for River Road, with respect to the Opportunistic Equity Fund, which had been provided in advance of the April Meeting.

	The Trustees considered that they had, at every regular quarterly meeting of the Board, reviewed each Sub-Advisor, including the primary contributors to and detractors from performance, with AssetMark. They concluded that each Sub-Advisor’s performance record indicates that its continued management will benefit the respective Fund(s) and each Fund’s shareholders.

	Sub-Advisory Fees, Level of Profits, Economies of Scale, and Ancillary Benefits

	The Trustees considered the fee paid to each Sub-Advisor by AssetMark and other information that might suggest the potential for realizing economies of scale that could be shared with Fund shareholders. The Trustees did not consider the profitability of the Sub-Advisors to be a material factor based on representations from AssetMark that it negotiates sub-advisory fees with the Sub-Advisors at an arm’s-length basis. The Trustees recalled that, during the Annual Contract Renewal and the initial approval of the Current Sub-Advisory Agreement with River Road, they had considered individual reports prepared with respect to each Sub-Advisor containing comparative information regarding fees. The Trustees had concluded that each Sub-Advisor’s fees were generally similar to the fees charged by each Sub-Advisor to other comparable funds and accounts and that they were fair in light of the relevant Fund’s performance and asset levels.

	The Trustees considered the anticipated effect of asset growth on each Fund’s expenses and other information that might suggest the potential for realizing economies of scale that could be shared with Fund shareholders. In this regard, the

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	Trustees noted that certain of the Sub-Advisory Agreements’ fee schedules contain breakpoints that present potential economies of scale that could be shared with the Funds’ shareholders as assets of those Funds grow.

	The Trustees concluded that the fees to be paid to each Sub-Advisor by AssetMark are reasonable in light of the services performed for the Funds by the Sub-Advisors, and that the economies of scale being realized by the Sub-Advisors, if any, do not mandate the implementation of breakpoints or other changes in the fee structure for any Fund at this time.

	Conclusion

	Based upon all of the foregoing factors and such other matters as were deemed relevant, the Trustees-including a majority of the independent Trustees-concluded to approve each New Sub-Advisory Agreement. The Board also concluded that the approval of the New Sub-Advisory Agreements was in the best interests of each Fund and its respective shareholders. No single factor was determinative to the decision of the Trustees.

	GPS FUNDS II:

	At the meeting of the Board of Trustees (the “Board” or the “Trustees”) of GPS Funds II (the “Trust”) held on March 28, 2013 (the “Annual Contract Renewal”), the Board considered the renewal of the investment advisory agreement between AssetMark, Inc., formerly, Genworth Financial Wealth Management, Inc. (the “Advisor” or “AssetMark”) and the Trust, on behalf of each series of the Trust (collectively, the “Funds”) (the “Current Advisory Agreement”). Additionally, the Board considered the renewal of the investment sub-advisory agreements between (i) SSgA Funds Management (“SSgA FM”) and AssetMark, on behalf of the GuideMark^SMGlobal Real Return Fund; (ii) Franklin Advisers (“Franklin”) and AssetMark, on behalf of the GuideMark^SMOpportunistic Fixed Income Fund; and (iii) Loomis, Sayles & Co. (“Loomis Sayles”) and AssetMark, on behalf of the GuideMark^SMOpportunistic Fixed Income Fund. At a regular quarterly meeting held on June 18, 2012, the Board considered and approved the sub-advisory agreements between DoubleLine Capital (“DoubleLine”) and AssetMark, on behalf of the GuideMark^SMOpportunistic Fixed Income Fund (collectively with the SSgA FM, Franklin, and Loomis Sayles investment sub-advisory agreements, the “Current Sub-Advisory Agreements”). Hereinafter, SSgA FM, Franklin, Loomis Sayles, and DoubleLine are collectively referred to as the “Sub-Advisors” and the above-listed Funds are collectively referred to as the “Sub-Advised Funds.” The Current Advisory Agreement and Current Sub-Advisory Agreements are collectively referred to herein as the “Current Agreements.”

	On April 19, 2013, a special meeting of the Board (the “April Meeting”) was held to discuss an anticipated transaction whereby AqGen Liberty Holdings LLC and certain of its subsidiaries (together, the “Buyer”) were expected to acquire AssetMark (the “Transaction”). The Current Advisory Agreement provided, as it is required to do so by law, that it will terminate in the event of its assignment. The then-anticipated Transaction would result in a change of control of AssetMark and, accordingly, the assignment and automatic termination of the Current Advisory Agreement. Moreover, the Funds’ Current Sub-Advisory Agreements provided that they will automatically terminate upon the termination of the Current Advisory Agreement, which, as noted above, will terminate upon the closing of the Transaction. Therefore, during the April Meeting, the Board met to review and consider a new investment advisory agreement between AssetMark and the Trust, on behalf of the Funds (the “New Advisory Agreement”) and new sub-advisory agreements (the “New Sub-Advisory Agreements”). The New Advisory Agreement and New Sub-Advisory Agreements are collectively referred to herein as the “New Agreements.”

	The Sub-Advised Funds are managed using a “manager-of-managers” structure that generally involves the use of one or more sub-advisors to manage allocated portions of the Funds’ portfolios. For those Funds, AssetMark is responsible for evaluating and selecting sub-advisors on an ongoing basis and making any decisions to recommend hiring, retaining, or replacing sub-advisors. The Board is engaged in monitoring this process in connection with its meetings held throughout

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	the year, and under the manager-of-managers structure, all parties understand that sub-advisors are being monitored and evaluated, and are subject to replacement, at all times.

	Prior to approving the New Advisory Agreement, the independent Trustees had requested and had been provided with detailed materials relating to AssetMark, Genworth, the Buyer, and the Transaction in advance of the April Meeting. Additionally, the Board was provided with materials related to, among other items: (i) information describing the nature, extent, and quality of the services that AssetMark provides to the Funds, the fees that AssetMark charges to the Funds for these services, and a comparison of those fees to the fees paid by a peer group of other investment companies having investment objectives similar to the investment objectives of the Funds and that were identified as competitors; (ii) information regarding AssetMark’s business and operations, financial position, investment team, and compliance program; (iii) information describing each Fund’s operating expenses compared to the Fund’s peer group of other registered investment companies with investment objectives similar to the investment objectives of that Fund; (iv) information describing each Fund’s performance compared to the Fund’s peer group of other investment companies with investment objectives similar to the investment objective of the Fund; (v) information about the performance of AssetMark’s investment strategies and the effect of their active management services; (vi) information regarding AssetMark’s profitability in managing each Fund; and (vii) other information relevant to the approval of the New Advisory Agreement. The Board also considered information provided to them throughout the course of the year by AssetMark management and the Trust’s CCO at meetings of the Board and information gathered during visits by the independent Trustees to AssetMark’s offices. The independent Trustees had met in executive session with independent counsel prior to and during the April Meeting to discuss the proposed Transaction and its possible effect on the Funds. Additionally, at the April Meeting, representatives of each of AssetMark and the Buyer met with the Board to discuss the Transaction and the Buyer’s general plans and intentions with respect to AssetMark and the Funds. Furthermore, the Trustees were provided with a copy of the proposed form of New Advisory Agreement, along with a representation from AssetMark that the terms and conditions of the New Advisory Agreement are substantially identical to the Current Advisory Agreement. The material factors and conclusions that formed the basis for the Board’s approval of the New Advisory Agreement are discussed below.

	The Trustees received assistance and advice regarding legal and industry standards from both independent counsel and from counsel to the Trust. The independent Trustees relied upon such advice and their own business judgment in determining the material factors to be considered in evaluating the New Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the independent Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each independent Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the New Advisory Agreement.

	The New Advisory Agreement

	Factors Considered

	The Trustees considered and reached conclusions on a number of factors in making the decision to approve the New Advisory Agreement. Some of these factors and conclusions are described below.

	Nature, Extent, and Quality of Services Provided

	The Board considered the representations made by the Buyer that: (a) neither the Buyer nor AssetMark expect the Transaction to materially impact the business conducted by AssetMark; (b) AssetMark will maintain an independent organizational and operating structure; (c) it is expected that AssetMark’s management team as well as AssetMark’s compliance, fund administration, risk management, and investment strategies teams that are currently responsible for overseeing and managing the day-to-day activities of the Funds will be retained; (d) it is expected that the terms of the agreements between AssetMark

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September 30, 2013

	and the Funds will not be materially changed; and (e) there are no anticipated material changes or reductions in the nature, quality, or extent of the services currently provided by AssetMark to the Funds. Additionally, the Board considered that the Buyer represented that it will not require or request that AssetMark make any changes to the current sub-advisors to the funds in connection with the Transaction and that it expects that AssetMark will continue to use the same manager-of-managers approach, under which AssetMark maintains a primary focus on the selection, evaluation, and oversight of the Funds’ various sub-advisors and considered the New Advisory Agreement in the same manner it has since the Funds’ inception, whereby it hires and supervises investment sub-advisors that manage certain Funds’ portfolios (or portions thereof) on a day-to-day basis.

	The Trustees considered AssetMark’s capabilities in providing the administrative and compliance services needed to support the management of the Funds and process for managing the Funds’ sub-advisors, which were previously reviewed during the Annual Contract Renewal. The Trustees also considered (a) the experience, capability, and integrity of AssetMark’s management and other personnel; (b) the financial position of AssetMark currently and its anticipated financial position after the Transaction; (c) the quality of AssetMark’s regulatory and legal compliance policies, procedures, and systems; (d) the nature, extent, and quality of administrative and shareholder services provided by AssetMark to the Funds; and (e) AssetMark’s supervision of the Funds’ third-party service providers. The Board also considered the role of AssetMark’s senior management and the extent of its involvement with the Funds as well as AssetMark’s willingness to add personnel over time in order to ensure that appropriate staffing levels are maintained.

	In connection with its approval of the New Advisory Agreement, the Board considered the breadth and quality of services that AssetMark provides to the Funds. The Trustees also considered that the Funds are an integral part of AssetMark’s program of asset allocation and shareholder services. Additionally, the Trustees consideredAssetMark’s ability to provide administrative and compliance-related services in connection with AssetMark’s oversight of any sub-advisors’ compliance with the Funds’ respective investment objectives, policies, and restrictions; review of trading and brokerage matters; and other oversight activities.

	Based on the factors described above, among others, as well as the information provided to the Board in advance of their meeting and throughout the past year, the Trustees concluded that the nature, extent, and quality of the services to be provided by AssetMark to each Fund are not expected to change and will continue to benefit the Fund and its shareholders following the Transaction.

	Investment Performance of the Funds

	The Board considered the overall investment performance of the Funds and evaluated the Funds’ performance in the context of the manager-of-managers structure and the special considerations that such a structure requires in connection with the Annual Contract Renewal. Additionally, the Board considered that AssetMark’s ability to implement the Funds’ investment strategies is expected to be unchanged by the Transaction.

	The Trustees concluded that AssetMark’s performance record in managing each of the Funds demonstrates that its continued management of the Funds, directly or through sub-advisers, will benefit each Fund and its shareholders following the Transaction.

	Advisory Fees and Total Expenses

	The Board considered a detailed analysis of the Funds’ fees and expenses, including (a) a comparison of 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; and (b) comparisons of each Fund’s expenses to industry averages, expense ratios of sub-advised fund families, income statement data for other investment managers, and fee schedules for the Funds’ sub-advisors. The Board also considered the Buyer’s representation that it does not anticipate causing AssetMark to seek any increases in

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September 30, 2013

	advisory, sub-advisory, administration, distribution, transfer agency, or other fee or expense ratios in the Funds as a result of the Transaction. The Trustees also considered AssetMark’s continuing commitment to limit each Fund’s total expenses through fee waiver and expense limitation arrangements, noting that the Buyer represented that it does not anticipate causing AssetMark to seek any changes in the terms of the fee waiver and expense limitation arrangements that are currently in place.

	Based on these factors, among others, the Trustees concluded that the level of the fees charged by AssetMark to each Fund is expected to be unchanged following the Transaction and continues to be reasonable in relation to the services provided by AssetMark.

	Advisor Costs, Level of Profits, Economies of Scale, and Ancillary Benefits

	The Board reviewed financial information relating to AssetMark’s operations following the Transaction, including information relating to the financial stability of the Buyer and detailing AssetMark’s current and anticipated profitability with respect to its management of the Funds. The Board considered the allocation methods used by AssetMark to allocate expenses to the Funds under its profitability analysis and the individual profitability to AssetMark of each of the Funds under this methodology. Additionally, the Board considered AssetMark’s assessment that, once the Transaction is complete, AssetMark expects to be able to manage the corporate overhead allocation at a lower cost than the current allocation. Because AssetMark allocates the expenses of the firm to the Funds on a pro rata basis for the purpose of reviewing profitability, AssetMark expects the Funds post-Transaction to appear slightly more profitable to AssetMark. The Board also considered the fact that the Buyer intends to finance a substantial portion of the Transaction via debt and that the Buyer anticipates that it will be adequate cash flow to service all debt with appropriate cushions, based on projections provided to the Board.

	The Board considered each Fund’s overall advisory fee level and whether new or additional breakpoints may be necessary at this time. In this regard, the Trustees considered AssetMark’s agreement to waive advisory fees received from the Funds and/or pay Fund expenses to the extent necessary to maintain the current expense ratios of the Funds. The Trustees concluded that economies of scale, if any, do not require the implementation of any new or additional breakpoints at this time.

	Conclusion

	Based on its evaluation of the relevant factors during both the Annual Contract Renewal and the April Meeting, the Board—including a majority of the independent Trustees—concluded to approve the New Advisory Agreement on behalf of the Funds. The Board also concluded that the approval of the New Advisory Agreement was in the best interests of each Fund and its respective shareholders. No single factor was determinative to the decision of the Trustees.

	The New Sub-Advisory Agreements

	Materials Reviewed and the Review Process

	Assisted by independent legal counsel, the Trustees specifically requested and were furnished with materials for purposes of their review of each New Sub-Advisory Agreement. The materials provided to the Board related to, among other items: (i) the terms and conditions of the New Sub-Advisory Agreements along with a representation from AssetMark that the terms and conditions of each New Sub-Advisory Agreement are substantially identical to each Current Sub-Advisory Agreement; (ii) the nature, quality, and scope of the services to be provided by the Sub-Advisors as well as the schedule of fees charged for such services; (iii) information regarding each Sub-Advisor’s business and operations, financial position, investment team, and compliance program; (iv) information describing each Fund’s operating expenses compared to the Fund’s peer group of other registered investment companies with investment objectives similar to the investment objectives of that Fund; (v) information describing each Fund’s performance compared to the Fund’s benchmark(s) and peer group of other investment companies with investment objectives similar to the investment objective of the Fund (with the exception of DoubleLine, for which the Board reviewed and considered information describing each applicable Fund’s performance

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September 30, 2013

	compared to an appropriate benchmark, which had been provided in advance of the April Meeting); (vi) information regarding Sub-Advisor profitability in managing the Sub-Advised Funds; and (vii) other information relevant to the approval of the New Sub-Advisory Agreements.

	Additionally, during the course of the year, the Trustees received information relating to, among other items: (i) the quantitative performance of each Sub-Advisor; (ii) AssetMark’s evaluation, in accordance with its role as a “manager-of-managers,” of the nature, extent, and quality of the services provided by each Sub-Advisor; (iii) each Sub-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 (iv) benefits to each Sub-Advisor, such as receipt of research from brokers, that might result from the Sub-Advisor’s relationship with a Fund. The Trustees considered and evaluated this information for purposes of determining whether to approve the New Sub-Advisory Agreements.

	The Trustees received assistance and advice regarding legal and industry standards from both independent counsel to the independent Trustees and counsel to the Trust, which included detailed memoranda that described the Trustees’ legal duties and obligations in considering whether to approve the New Sub-Advisory Agreements. The independent Trustees also discussed the consideration and approval of the New Sub-Advisory Agreements and the proposed Transaction and its possible effect on the Sub-Advised Funds with their counsel in executive session, at which no representative of the Buyer, AssetMark, or any Sub-Advisor was present.

	Factors Considered

	The Trustees considered and reached conclusions on a number of factors in making the decision to approve the New Sub-Advisory Agreements. Some of these factors and the Board’s conclusions are set forth below.

	Nature, Extent, and Quality of Services Provided

	The Trustees considered the nature, quality, and extent of services that the Sub-Advisors currently provide to the Sub-Advised Funds. The Trustees reviewed information relating to each Sub-Advisor’s investment management process, including: (a) the experience, capability, and integrity of the Sub-Advisor’s management, investment professionals, 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 and trading practices.

	The Trustees specifically considered the qualifications, experience, and track record of the individuals and portfolio management teams at each Sub-Advisor that are responsible for the day-to-day management of each Fund’s portfolio. The Trustees also considered, with respect to each Sub-Advisor, the specific investment approach and level of expertise with its particular asset class. The Trustees considered each Sub-Advisor’s performance record to the relevant benchmark(s).

	Based on their consideration and review of the foregoing factors, the Trustees concluded that the nature, quality, and extent of the sub-advisory services to be provided by each Sub-Advisor, as well as each Sub-Advisor’s ability to render such services based on its experience, organization, and resources, were appropriate for each Fund in light of the Fund’s investment objective, policies, and strategies and that no diminution of such services is expected to result from the Transaction. The Trustees also considered that the Transaction would not result in any changes to such services.

	Sub-Advisor Investment Performance

	The Trustees considered whether each Sub-Advisor operated within its respective Fund’s investment objective and style and considered each Sub-Advisor’s record of compliance with applicable investment restrictions. The Trustees noted that they had considered, as a part of the Annual Contract Renewal (or, for DoubleLine, at the April Meeting), each Sub-Advisor’s investment performance relative to a benchmark index or indices and had found such performance to be

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September 30, 2013

	satisfactory. The Trustees considered that they had, at every regular quarterly meeting of the Board, reviewed Fund performance, including the primary contributors to and detractors from performance, with AssetMark. They concluded that each Sub-Advisor’s performance record indicates that its continued management will benefit the Sub-Advised Funds and their shareholders, including following the Transaction.

	Sub-Advisory Fees, Economies of Scale, Profitability, and Ancillary Benefits

	With respect to each Sub-Advisor, the Trustees considered the fee paid by AssetMark to each Sub-Advisor. The Trustees also considered individual reports prepared with regard to each Sub-Advisor containing comparative information regarding fees. The Trustees concluded that each Sub-Advisor’s fees were generally similar to the fees charged by each Sub-Advisor to other comparable funds and accounts and such fees were fair in light of Fund performance and asset levels. The Trustees considered that breakpoints in certain of the Sub-Advisory Agreements’ fee schedules represented potential economies of scale that could be shared with the Sub-Advised Funds’ shareholders.

	The Trustees also considered fall-out or ancillary benefits that may potentially accrue to a Sub-Advisor or its affiliates in the future because of its relationship with a Fund. The Trustees concluded that the benefits that might accrue to any Sub-Advisor or its affiliates were reasonable and that such benefits will not be increased following the Transaction.

	Conclusion

	Based upon all of the foregoing factors and such other matters as were deemed relevant, the Trustees-including a majority of the independent Trustees-concluded to approve the New Sub-Advisory Agreements on behalf of the Sub-Advised Funds. The Board also concluded that the approval of the New Sub-Advisory Agreements was in the best interests of each Sub-Advised Fund and its respective shareholders. No single factor was determinative to the decision of the Trustees.

	The New Altegris Sub-Advisory Agreement

	At the meeting of the Board of the Trust held on March 8, 2012 (the “Initial Approval”), the Board approved a sub-advisory agreement (the “Current Altegris Agreement”) between Altegris Advisors, LLC (“Altegris”) and AssetMark on behalf of the GuidePath^SMMulti-Strategy Alternative Allocation Fund (the “Altegris Fund”). As noted above, the April Meeting was held to discuss the Transaction. The Current Advisory Agreement provided, as it is required to do so by law, that it will terminate in the event of its assignment: the then-anticipated Transaction would result in a change of control of AssetMark and, accordingly, the assignment and automatic termination of the Current Advisory Agreement. Moreover, the Current Altegris Agreement provided that it will automatically terminate upon the termination of the Current Advisory Agreement, which will terminate upon the closing of the Transaction, because Altegris would also be undergoing a change in control as a result of the Transaction.

	Pursuant to an exemptive order issued by the SEC, AssetMark is able to hire, terminate, and replace unaffiliated sub-advisors with the approval of the Board and without obtaining shareholder approval. Because of this exemptive order, shareholder approval is required for a new agreement between AssetMark and Altegris (the “New Altegris Agreement”), which is an affiliated Sub-Advisor of the Altegris Fund. Therefore, during the April Meeting, the Board met to review and consider the New Altegris Agreement.

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

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September 30, 2013

	In considering the New Altegris Agreement, the Board followed substantially the same process and considered substantially the same factors as it considered during its review of the Current Altegris Agreement. Prior to considering the approval of the New Altegris Agreement, the Trustees requested, received, and reviewed information relevant to their consideration of the New Altegris Agreement from AssetMark, the Buyer and the other parties to the Transaction, and counsel that were provided in advance of the April Meeting.

	The Board—including a majority of the independent Trustees—determined to approve the New Altegris Agreement. The material factors considered and the conclusions that formed the basis of the Board’s approval of the New Altegris Agreement are described below. This summary describes the most significant, but not all, of the factors evaluated by the Board. The Trustees also received assistance and advice regarding legal and industry standards from independent counsel to the independent Trustees. The determination to approve the New Altegris Agreement was based on a comprehensive evaluation of all the information available to the Trustees and was not the result of any particular information or any single factor. Moreover, each Trustee may have afforded different weight to various information and factors in reaching his conclusions with respect to approval of the New Altegris Agreement.

	Prior to approving the New Altegris Agreement, the independent Trustees had requested and had been provided with detailed materials relating to Altegris, AssetMark, Genworth, the Buyer, and the Transaction in advance of the April Meeting. Additionally, the Board was provided with materials related to, among other items: (i) information describing the nature, extent, and quality of the services that Altegris provides to the Fund; (ii) information regarding Altegris’ business and operations, financial position, investment team, and compliance program; (iii) information describing the Altegris Fund’s operating expenses compared to the Fund’s peer group of other registered investment companies with investment objectives similar to the investment objectives of that Fund; (iv) information describing the Altegris Fund’s performance compared to the Fund’s peer group of other investment companies with investment objectives similar to the investment objective of the Fund; (v) information regarding Altegris’ profitability in managing the Fund; and (vi) other information relevant to the approval of the New Advisory Agreement. Furthermore, the Trustees were provided with a copy of the proposed form of New Altegris Agreement, along with a representation from AssetMark that the terms and conditions of the New Altegris Agreement are substantially identical to the Current Altegris Agreement.

	The independent Trustees had met in executive session with independent counsel prior to and during the April Meeting to discuss the proposed Transaction and its possible effect on the Fund. Additionally, at the April Meeting, representatives of each of AssetMark, Altegris, and the Buyer met with the Board to discuss the Transaction and the Buyer’s general plans and intentions with respect to AssetMark and the Fund. The material factors and conclusions that formed the basis for the Board’s approval of the New Altegris Agreement are discussed below.

	The Trustees received assistance and advice regarding legal and industry standards from both independent counsel and from counsel to the Trust. The independent Trustees relied upon such advice and their own business judgment in determining the material factors to be considered in evaluating the New Altegris Agreement and the weight to be given to each factor. The conclusions reached by the independent Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each independent Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the New Altegris Agreement.

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September 30, 2013

	Factors Considered

	The Trustees considered and reached conclusions on a number of factors in making the decision to approve the New Altegris Agreement. Some of these factors and the Board’s conclusions are set forth below.

	Nature, Extent, and Quality of Services Provided

	The Trustees considered the nature, quality, and extent of services that Altegris provided to the Altegris Fund and representations from the Buyer, AssetMark, and Altegris that they did not anticipate that the Transaction would result in any changes to such services. In that regard, the Trustees considered, among other things: (a) the specific investment process employed by Altegris in managing the Altegris Fund; (b) the qualifications of Altegris’ portfolio management team with regard to implementing the Altegris Fund’s investment mandate; (c) Altegris’ performance record as compared to a relevant benchmark; and (d) Altegris’ organization, personnel, and operations.

	Based on their consideration and review of the foregoing factors, the Trustees concluded that the nature, quality, and extent of the sub-advisory services to be provided by Altegris (as well as Altegris’ ability to render such services based on its experience, organization, and resources) were appropriate for the Altegris Fund in light of the Altegris Fund’s investment objective, policies, and strategies and that no diminution of such services is expected to result from the Transaction.

	Sub-Advisory Fees, Economies of Scale, and Profitability

	The Trustees considered that AssetMark would not compensate Altegris for the services it rendered to the Altegris Fund, and the Trustees noted that since Altegris would not be compensated that it also would not experience any economies of scale or profits.

	The Trustees also considered “fall-out” or ancillary benefits that may potentially accrue to a sub-advisor or its affiliates in the future because of its relationship with the Altegris Fund. The Trustees concluded that the benefits that might accrue to Altegris or its affiliates were reasonable and that such benefits will not be increased following the Transaction.

	Investment Performance

	The Trustees noted that the Altegris Fund was established during the second part of 2012 and that more time is necessary to evaluate Altegris’ performance in implementing the investment strategies of the Altegris Fund. Accordingly, the Trustees did not deem the investment performance of the Altegris Fund to be material factor in evaluating the New Altegris Fund. However, the Trustees also noted that in connection with the Initial Approval they considered Altegris’ historical performance record in managing other funds with investment strategies similar to those of the Altegris Fund, and the Trustees also considered Altegris’ historical performance records compared to a relevant benchmark. The Trustees concluded that, in light of the fact that the Transaction is not expected to impact the manner in which Altegris provides its services to the Altegris Fund, the historical performance record for Altegris, viewed together with the other relevant factors, continues to support a decision to approve the New Altegris Agreement.

	Conclusion

	Based upon all of the foregoing factors and such other matters as were deemed relevant, the Trustees—including a majority of the independent Trustees—concluded to approve the New Altegris Agreement on behalf of the Altegris Fund. The Board also concluded that the approval of the New Altegris Agreement was in the best interests of the Altegris Fund and its shareholders. No single factor was determinative to the decision of the Trustees.

202

GuideMark^SMFunds
GuidePath^SMFunds

GuideMark^SMFunds & GuidePath^SMFunds
GuideMark^SMLarge Cap Growth Fund
GuideMark^SMLarge Cap Value Fund
GuideMark^SMSmall/Mid Cap Core Fund
GuideMark^SMWorld ex-US Fund
GuideMark^SMOpportunistic Equity Fund
GuideMark^SMGlobal Real Return Fund
GuideMark^SMCore Fixed Income Fund
GuideMark^SMTax-Exempt Fixed Income Fund
GuideMark^SMOpportunistic Fixed Income Fund
GuidePath^SMStrategic Asset Allocation Fund
GuidePath^SMTactical Constrained^SMAsset Allocation Fund
GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund
GuidePath^SMAbsolute Return Asset Allocation Fund
GuidePath^SMMulti-Asset Income Asset Allocation Fund
GuidePath^SMFixed Income Allocation Fund
GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund
Investment Advisor
AssetMark, Inc.
1655 Grant Street, 10th Floor
Concord, CA 94520
Legal Counsel
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600			This document must be preceded or accompanied by a free prospectus. Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before you invest or send money.
Philadelphia, PA 19103
Independent Registered Public Accounting Firm
KPMG LLP
4200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
Transfer Agent, Fund Accountant
and Fund Administrator
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
Custodians
U.S. Bank, N.A.	BNY Mellon Asset Servicing
1555 North RiverCenter Drive, Suite 302	One Wall Street
Milwaukee, WI 53212	New York, NY 10286
Distributor
Capital Brokerage Corporation		Semi-Annual Report
6620 West Broad Street Building 2
Richmond, VA 23230
Member FINRA		September 30, 2013

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

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

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

Not applicable to open-end investment companies.

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

None.

Item 11. Controls and Procedures.

(a)

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

summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)

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

Item 12. Exhibits.

(a)

(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable for semi-annual reports.

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

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

(b)

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	(Registrant)	GPS Funds II

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

	Date	12/02/2013

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

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

	Date	12/02/2013

	By (Signature and Title)	/s/ Starr E. Frohlich
		Starr E. Frohlich, Principal Financial Officer/Treasurer

	Date	12/02/2013

GPS Funds II N-CSRSCertified semi-annual shareholder report (management investment company)