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

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

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22486

	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)

	Patrick Young AssetMark, Inc. 1655 Grant Street, 10^th Floor Concord, CA 94520
	(Name and address of agent for service)

	800-664-5345
	Registrant’s telephone number, including area code

Date of fiscal year end: March 31, 2015

Date of reporting period: April 1, 2014 through September 30, 2014

Item 1. Reports to Stockholders.


		GuideMark^SMFunds
		GuidePath^SMFunds

		Investment Advisor
		AssetMark, Inc.


	Semi-ANNUAL REPORT


	September 30, 2014



	GUIDEMARK^SMLARGE CAP GROWTH FUND

	GUIDEMARK^SMLARGE CAP VALUE FUND

	GUIDEMARK^SMSMALL/MID CAP CORE FUND

	GUIDEMARK^SMWORLD EX-US FUND

	GUIDEMARK^SMOPPORTUNISTIC EQUITY FUND

	GUIDEMARK^SMGLOBAL REAL RETURN FUND

	GUIDEMARK^SMCORE FIXED INCOME FUND

	GUIDEMARK^SMTAX-EXEMPT FIXED INCOME FUND

	GUIDEMARK^SMOPPORTUNISTIC FIXED INCOME FUND

	GUIDEPATH^SMSTRATEGIC ASSET ALLOCATION FUND

	GUIDEPATH^SMTACTICAL CONSTRAINED^SMASSET ALLOCATION FUND

	GUIDEPATH^SMTACTICAL UNCONSTRAINED^SMASSET ALLOCATION FUND

	GUIDEPATH^SMABSOLUTE RETURN ASSET ALLOCATION FUND

	GUIDEPATH^SMMULTI-ASSET INCOME ASSET ALLOCATION FUND

	GUIDEPATH^SMFIXED INCOME ALLOCATION FUND

	GUIDEPATH^SMALTEGRIS^® DIVERSIFIED ALTERNATIVES ALLOCATION FUND

November 26, 2014

Dear Shareholder:

Enclosed is the Semi-Annual Report for the GuideMark^SMand GuidePath^SMFunds covering the period from April 1, 2014 through September 30, 2014.

Market Review

The global equity markets, as measured by the MSCI ACWI Index, provided a positive return of 2.9% for the six-month period ended September 30, 2014, but it was not all smooth sailing. Price volatility in global equity markets reached all-time lows at the end of the second calendar quarter, but rose in the third calendar quarter as investors became more anxious.

The US equity market, the leader among global equity markets for U.S. investors, was buoyed by the US dollar’s 8% rally in the third quarter, which represented its longest stretch of consecutive weeks of strength in the past 40 years. The US equity markets, gauged by the Russell 3000 Index, gained 4.9% over the six-month period, compared to -0.2% for the international equity markets, measured by the MSCI ACWI ex-US index. The slightly negative return for the international equity markets was driven by the strength of the US dollar. In local currency terms, the MSCI ACWI ex-US Index’s return of 5.1% was more in-line with the performance of US equity markets.

In the US equity market, large capitalization stocks outperformed small and midcap stocks, with the Russell 1000 and Russell 2500 returning 5.8% and losing 2.0%, respectively, over the period. Weakness in the small and midcap sectors was driven by several factors, including the performance of certain technology companies deemed to be risky by investors, investor uncertainty over particular market valuations, and a presumed Federal Reserve move to raise interest rates in 2015. Technology and healthcare led the sectors with double digit returns for the six-month period, lifting the broader growth indices. The large cap growth sector, measured by the Russell 1000 Growth Index, returned 6.7% for the six-month period, while the large cap value sector, as measured by the Russell 1000 Value Index, returned 4.9%.

Real estate investments kept pace with the broader equity indices, as the FTSE NAREIT All Equity REITS Index returned 4.5% over the six-month period. Despite the strong US dollar, specifically in September, the international real estate investment trust (“REIT”) market fared better, ending the period with a return of 5.0% according to the Dow Jones Global ex US Select REIT Index. While the REIT market was impacted by fears over rising interest rates, investors were drawn to attractive yields and expectations of continued economic progress.

Commodity prices exhibited significant weakness over the six-month period. The Bloomberg Commodity Index lost 11.8%. Energy, most notably oil, which generally declines in price as the US dollar strengthens, was the largest detractor for the commodities sector.

The US fixed income markets, according to the Barclays US Aggregate Bond Index, delivered positive returns of 2.2% over the six-month period, while international fixed income markets fell. Similar to the international equity markets, international fixed income markets lagged, with international currencies showing weakness relative to the US dollar. The Barclays Global Aggregate ex US Index lost 2.8% over the six-month period.

In US fixed income markets, the leading sector was longer-term US Treasury bonds, which, measured by the Barclays US Treasury Long Index, returned 7.5% for the six-month period. Sector performance benefited from increased investor demand, on account of the US dollar’s rally and the higher yields of Treasuries relative to other government bonds. Despite having longer-term maturities, Treasury inflation protected securities (“TIPs”) lagged the broader fixed income markets, as a result of a decline in inflation. The Barclays US Treasury US TIPs Index returned 1.7% for the period.

Over the past six months we’ve seen a reversal in the bond market, with fear creeping back in and causing the prices of lower-credit quality (high yield) bonds to fall relative to the prices of higher-credit quality bonds. The Barclays US Corporate Investment Grade Index returned 2.6% for the six-month period, while the Barclays US Corporate High Yield Index returned 0.5%. High demand and lower levels of supply continued to provide support to the municipal sector, which returned 4.1% for the six-month period, measured by the Barclays Municipal Index.

GuideMark and GuidePath Funds Review

The changing market environment saw market leaders from the second quarter fall to the bottom of the leaderboard during the third quarter. Security selection created pockets of weakness for many of the GuideMark Funds. The GuideMark Large Cap Value Fund favored financial securities with an emphasis on interest rate-sensitive companies, which were negatively affected by the fall in rates. The GuideMark Large Cap Growth Fund favored larger technology companies with strong cash flows. This strategy went unrewarded as the market favored higher growth stocks. The GuideMark World ex US Fund was hindered by its security selection within Europe, which was the weakest regional market over the relevant period. The GuideMark Opportunistic Equity Fund experienced issues as a result of its smaller capitalization exposures. The GuideMark Small-Mid Cap Core Fund was bolstered by its security selection, specifically in the energy sector. Within the GuideMark Global Real Return Fund, tactical positioning that underweighted TIPs and overweighted global natural resources negatively impacted the Fund’s returns. Both the GuideMark Core Fixed Income Fund and the GuideMark Tax Exempt Fund maintained underweight positions in longer-term maturities, which detracted from returns as yields fell during the period. The GuideMark Opportunistic Fixed Income Fund benefited strongly from the relative strength of the US dollar, along with exposure to mortgage-backed securities and credit.

A general underweight to equities held by the GuidePath Strategic, Tactical Constrained^SM, Tactical Unconstrained^SMand Multi-Asset Income Funds, relative to the strategic benchmarks, dampened returns. In contrast, the bias toward US equities in the Tactical Constrained and Tactical Unconstrained Funds was beneficial to performance over the period. The GuidePath Absolute Return Fund benefited from its emphasis on both US fixed income instruments and US-dollar sensitive investments within underlying absolute return strategies. The GuidePath Fixed Income Fund’s underweight position in longer-term maturities detracted from returns as yields fell during the relevant period. The GuidePath Altegris^®Diversified Alternatives Allocation Fund benefited predominantly from its equity and REITs positioning.

Looking Ahead

Looking ahead, we see the potential for continued de-coupling of global markets, given the diverging policies being adopted by global central banks. Economic indicators suggest that the United States is on firmer footing than other developed markets, with the Federal Reserve discussing moves toward a more normalized monetary policy stance over time. This means that the Federal Reserve could take steps to raise short-term interest rates to more normal levels and to reduce the size of its securities holdings and return them mostly to Treasury securities. Conversely, central banks in Europe, Japan and China are implementing more accommodative monetary policy measures, such as maintaining interest rates at low levels, in order to spur growth. While international investments will likely benefit with moderation in US growth and Japanese and European central bank efforts to stimulate their economies, any such benefit may be more than offset if the U.S. dollar continues to strengthen based on the expectation of higher interest rates in the U.S. and the U.K. relative to those in Europe and Japan.

As September closed and investors became more fearful about geopolitical issues, volatility increased in both the equity and fixed income markets. While market fluctuations can create anxiety and panic for investors, they can also lead to expanded investment opportunities for broadly diversified portfolios. Avoiding emotional investment decisions and staying invested through a disciplined process and diversified portfolio can reap rewards over the long term.

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

Sincerely,

Carrie E. Hansen

Trustee, Chairperson and President of the Funds

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

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

Index Definitions

The Barclays 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 debt 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 Global Aggregate ex US Bond Index is a measure of global investment grade debt from twenty-three different local currency markets. This multi-currency benchmark includes fixed-rate treasury, government-related, corporate and securitized bonds from both developed and emerging markets issuers. The Index is largely comprised of two major regional aggregate components: the Pan-European Aggregate, and the Asian-Pacific Aggregate Index.

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 US Treasury Long index measures the performance of long term government bonds issued by the U.S. Treasury. It includes all publicly issued, U.S. Treasury securities that have a remaining maturity of 10 or more years, are non-convertible, are denominated in U.S. dollars, are rated investment grade, are fixed rate, and have $250 million or more of outstanding face value.

The Barclays US Corporate High Yield Debt index measures the market of USD-denominated, non-investment grade, fixed-rate, taxable corporate bonds. Securities are classified as high yield if the middle rating of Moody’s, Fitch, and S&P is Ba1/BB+/BB+ or below. The index excludes emerging market debt.

The Barclays US Corporate Investment Grade index is a broad-based benchmark that measures the investment grade, fixed-rate, taxable, corporate bond market. It includes USD-denominated securities publicly issued by U.S. and non-U.S. industrial, utility, and financial issuers that meet specified maturity, liquidity, and quality requirements.

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 Bloomberg Commodity Index is composed of commodities traded on U.S. exchanges, with the exception of aluminum, nickel and zinc. Effective July 1, 2014, the Dow Jones-UBS Commodity Index changed its name to the Bloomberg Commodity Index.

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 All Country World Index (MSCI ACWI) ex US measures the equity performance of countries considered to represent both developed and emerging markets, excluding the U.S.

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.

The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. As of May 31, 2014, the market capitalization of the companies in the Russell 1000^®Index ranged from $2.2 billion to $545 billion.

The Russell 2000 Index consists of those companies considered to represent the small-cap segment of the U.S. equity market. It is a subset of the Russell 3000 Index based on market capitalization.

All index returns are sourced from Morningstar.

FX 2014-1110-0825

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

RUSSELL 1000^®GROWTH INDEX – The Russell 1000^®Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000^®Index companies with higher price-to-book ratios and higher forecasted growth rates.

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		15.76	%		13.63	%		5.78	%		3.28	%
Institutional Shares		16.45	%		N/A			N/A			10.50	%
Russell 1000^®Growth Index		19.15	%		16.50	%		8.94	%		5.33	%⁽²⁾

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

⁽²⁾	The return shown for the Russell 1000^®Growth Index is from the inception date of the Service Shares. The Russell 1000^®Growth Index return from the inception date of the Institutional Shares is 13.77%.

GuideMark^SMLarge Cap Growth Fund

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

	•	For the 6 months ended September 2014, the Fund returned 4.57%, underperforming the Russell 1000^®Growth Index at 6.69%.

	•	Security selection was the main driver of the lagging returns, specifically within the technology, financials and industrial sectors.

	•	A bias to larger, traditional technology companies with solid cash flows went unrewarded in the first quarter as the market favored higher growth stocks. However, these higher quality securities mounted a recovery in the latter months of the period as volatility started to increase.

	•	Exposure to Waddell & Reed, a mid size asset management firm was a noticeable detractor within the financials sector. The security traded lower in July in connection with the exit of a portfolio manager. The industrials sector experienced significant macroeconomic headwinds leading to fears of a decrease in profit margins going forward.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Apple, Inc.	6.44
2	Microsoft Corp.	4.99
3	Oracle Corp.	3.28
4	Verizon Communications, Inc.	3.20
5	Google, Inc.	2.82
6	Gilead Sciences, Inc.	2.17
7	QUALCOMM, Inc.	2.09
8	Facebook, Inc.	1.99
9	Cisco Systems, Inc.	1.83
10	Altera Corp.	1.72

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 – The Russell 1000^®Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes the Russell 1000^®Index companies with lower price-to-book ratios and lower expected growth values.

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	13.11	%	13.75	%	4.76	%	4.20	%
Institutional Shares	13.77	%	N/A		N/A		12.35	%
Russell 1000^®Value Index	18.89	%	15.26	%	7.84	%	6.69	%⁽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 13.58%.

GuideMark^SMLarge Cap Value Fund

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

	•	For the 6 months ended September 2014, the Fund returned 1.86%, underperforming the Russell 1000^®Value Index at 4.90%.

	•	Security selection within the financials and industrials sectors was the main driver of underperformance.

	•	Within the financials sector, a bias to lenders sensitive to interest rate changes was a significant detractor from performance. Interest rates unexpectedly fell in 2014, which negatively impacted the lenders that benefit from higher rates.

	•	New holding Owens Corning, an industrials company, also contributed to the relative underperformance, as it fell under pressure due to fears of a slowdown in U.S. housing market.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Citigroup, Inc.	2.50
2	Capital One Financial Corp.	2.40
3	Bank of America Corp.	2.18
4	Wells Fargo & Co.	2.15
5	JPMorgan Chase & Co.	2.12
6	Medtronic, Inc.	1.76
7	Microsoft Corp.	1.74
8	Altria Group, Inc.	1.71
9	Hanesbrands, Inc.	1.60
10	State Street Corp.	1.59

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 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	7.90	%	14.85	%	6.98	%	7.11	%
Institutional Shares	8.48	%	N/A		N/A		10.29	%
Russell 2500^TMIndex	8.97	%	15.99	%	9.45	%	8.59	%⁽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 10.55%.

GuideMark^SMSmall/Mid Cap Core Fund

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

	•	For the 6 months ended September 2014, the Fund returned -1.32%, outperforming the Russell 2500^TMIndex at -1.97%.

	•	Security selection within the energy sector was a significant driver of the outperformance, as was the Fund’s REITs exposure.

	•	Liquid natural gas related businesses, including Cheniere, rallied over the period after the U.S. Department of Energy disclosed that it is proposing to review its current liquid natural gas export license review process.

	•	Exposure to REITs benefited returns, as the ongoing thirst for yield helped lift the sector higher, although there was some weakness at the latter part of the period with the increase in market volatility.

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 Russell 2000 Index Fund	2.65
2	Graphic Packaging Holding Co.	1.43
3	WEX, Inc.	1.02
4	Pebblebrook Hotel Trust	0.91
5	Clean Harbors, Inc.	0.89
6	Generac Holdings, Inc.	0.89
7	OGE Energy Corp.	0.87
8	Signet Jewelers Ltd.	0.86
9	Robert Half International, Inc.	0.85
10	Zions Bancorporation	0.84

GuideMark^SMWorld ex-US Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

MSCI ALL COUNTRY WORLD EX-US INDEX – The MSCI All Country World ex-USA index measures the equity market performance of developed and emerging markets excluding the United States. The MSCI ACWI ex US consists of 45 country indices comprising 22 developed and 23 emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The emerging market country indices included are: Brazil, Chile, China, Columbia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland, Russia, Qatar, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates.

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	4.01	%	2.77	%	2.99	%	2.71	%
Institutional Shares	4.71	%	N/A		N/A		1.58	%
MSCI All Country World ex-US Index	5.22	%	6.50	%	7.54	%	6.95	%⁽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 2.52%.

GuideMark^SMWorld ex-US Fund

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

	•	For the 6 months ended September 2014, the Fund returned -1.01%, underperforming the MSCI ACWI ex-US Index at -0.22%.

	•	Exposure to developed Europe was a primary cause of the lagging returns. Consumer related securities within developed Europe negatively impacted performance for the period. Volkswagen fell under pressure largely due to a slowdown in demand for luxury cars in China.

	•	Although exposure to non-U.S. dollar currency was a detractor, the underweight exposure to the Japanese yen was positive.

	•	Security selection within the financials sector across all the major regions, including developed Europe and Asia was a headwind for 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	Roche Holding AG	1.51
2	Total SA	1.39
3	Royal Dutch Shell Plc, Class A	1.35
4	Nestle SA	1.33
5	Toyota Motor Corp.	1.07
6	Bayer AG	1.04
7	Novartis AG	0.96
8	BG Group Plc	0.91
9	Anheuser-Busch InBev SA	0.87
10	Toronto-Dominion Bank	0.85

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 – 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		Since Inception⁽¹⁾
GuideMark^SMOpportunistic Equity Fund
Service Shares	15.25	%	11.27	%
Institutional Shares	15.94	%	11.49	%
Russell 3000^®Index	17.76	%	13.78	%⁽²⁾

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

⁽²⁾	The return shown for the Russell 3000^®Index is from the inception date of the Service Shares. The Russell 3000^®Index return from the inception date of the Institutional Shares is 13.31%.

GuideMark^SMOpportunistic Equity Fund

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

	•	For the 6 months ended September 2014, the Fund returned 2.76%, underperforming the Russell^®3000 Index at 4.88%.

	•	Exposure to smaller capitalization companies was a primary cause of the lagging returns. The significant divergence between small and large caps during the period, as investors looked to reduce risk within their equity allocations, led to weakness in smaller cap stocks.

	•	Security selection within the health care sector detracted from returns. Large pharmaceutical stocks fell under pressures due to patent expiration and reduced pricing power, while medical device companies fell due to lower utilization rates.

	•	Security selection within the financials sector hurt performance. Exposure to iStar Financials, a mortgage REIT, detracted from performance as investors feared lower interest rates would reduce the company’s profitability.

Components of Portfolio Holdings*

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

Top Ten Holdings

Rank	Security/Holding	% of Net Assets
1	Microsoft Corp.	3.13
2	Apple, Inc.	2.85
3	International Business Machines Corp.	2.40
4	Willis Group Holdings Plc	2.34
5	Teva Pharmaceutical Industries Ltd. – ADR	2.12
6	Valeant Pharmaceuticals International, Inc.	2.02
7	Cimarex Energy Co.	1.83
8	Boston Scientific Corp.	1.75
9	PepsiCo, Inc.	1.71
10	Whirlpool Corp.	1.62

GuideMark^SMGlobal Real Return Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

BARCLAYS U.S. TIPS INDEX – The Barclays U.S. TIPS Index includes all publicly-issued, U.S. 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 – The Global Real Return Blended Index is a weighted combination of 20% of the total return from the Bloomberg Commodity Index, 35% of the total return from the S&P Global Natural Resources Index, 15% of the total return from the Dow Jones Global Select RESI Index and 30% of the total return from the Barclays Global Inflation Linked Bond Index. Returns are weighted on a 20/35/15/30 basis for each historical month and then the longer-term returns are geometrically combined from these historical monthly returns to create aggregate returns (1-year, 3-years, 5-years, etc.) for the Global Real Return Blended Index. Effective July 1, 2014, the Dow Jones-UBS Commodity Index changed its name to the Bloomberg Commodity Index. Prior to July 31, 2014, the Global Real Return Blended Index was comprised of the Bloomberg Commodity Index, the S&P Global Natural Resources Index, the Dow Jones Global Select RESI Index, and the Barclays Global Inflation Linked Bond Index and was weighted 20/35/20/25 basis for each historical month.

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year		Since Inception⁽¹⁾
GuideMark^SMGlobal Real Return Fund
Service Shares	0.07	%	-2.36	%
Institutional Shares	0.73	%	-2.70	%
Barclays U.S. TIPS Index	1.59	%	3.38	%⁽²⁾
Global Real Return Blended Index	4.97	%	1.34	%⁽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 U.S. TIPS Index is from the inception date of the Service Shares. The Barclays U.S. TIPS Index return from the inception date of the Institutional Shares is 2.82%.

⁽³⁾	The return shown for the Global Real Return Blended Index is from the inception date of the Service Shares. The Global Real Return Blended Index return from the inception date of the Institutional Shares is 0.50%.

GuideMark^SMGlobal Real Return Fund

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

	•	For the 6 months ended September 2014, the Fund returned -2.92%, underperforming both the Barclays U.S. TIPS Index at 1.69% and the Blended Index at -0.78%, respectively.

	•	Underweight allocation to TIPS and overweight allocation to global natural resources investments contributed to the relative underperformance of the Fund. TIPS rallied significantly in the second quarter of 2014, as geopolitical risk and fears of a global slowdown caused a flight to quality.

	•	A tactical overweight positioning in natural resources was a large driver of the Fund’s underperformance relative to the Global Real Return Blended Index. The asset class continued to experience significant headwinds due to a slowdown in global growth that could negatively impact prices of natural resources products.

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	30.37
2	PowerShares DB Commodity Index Tracking Fund	16.01
3	SPDR Barclays TIPS ETF	15.17
4	SPDR Dow Jones REIT ETF	10.70
5	SPDR Dow Jones International Real Estate ETF	8.92
6	SPDR DB International Government Inflation-Protected Bond ETF	6.20
7	Energy Select Sector SPDR Fund	3.98
8	PowerShares Global Agriculture Portfolio	3.07
9	SPDR S&P Metals and Mining ETF	2.76
10	SPDR S&P International Energy Sector ETF	1.98

GuideMark^SMCore Fixed Income Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

BARCLAYS U.S. AGGREGATE BOND INDEX – The Barclays U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment-grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries government-related and corporate debt securities, mortgage- and asset-backed securities. All securities contained in the Barclays U.S. 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	2.82	%	4.00	%	3.81	%	4.33	%
Institutional Shares	3.53	%	N/A		N/A		3.12	%
Barclays U.S. Aggregate Bond Index	3.96	%	4.12	%	4.62	%	4.65	%⁽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 U.S. Aggregate Bond Index is from the inception date of the Service Shares. The Barclays U.S. Aggregate Bond Index return from the inception date of the Institutional Shares is 3.56%.

GuideMark^SMCore Fixed Income Fund

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

	•	For the 6 months ended September 2014, the Fund returned 1.53%, underperforming the Barclays U.S. Aggregate Bond Index at 2.21%.

	•	An underweight exposure to long Treasury bonds detracted from returns. The unexpected drop in the 10-year Treasury yield favored longer maturity bonds during the period.

	•	While security selection within corporate bonds was additive, an overweight allocation to the sector detracted from returns. Credit sold off during the period due to valuation and a robust supply of new issuances with more limited demand.

	•	The flight to quality, increasing inflation concerns and longer durations of TIPS benefited returns in the early part of the period. However, with inflation concerns falling in the third quarter, TIPS were among the worst sectors of the index and detracted from the Fund’s returns.

Components of Portfolio Holdings*

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

Top Ten Holdings

		% of Net
Rank	Security/Holding	Assets
1	U.S. Treasury Note, 2.000%, 02/15/2022	3.14
2	U.S. Treasury Note, 2.000%, 11/15/2021	2.56
3	U.S. Treasury Note, 0.500% 08/31/2016	2.03
4	U.S. Treasury Note, 1.625%, 08/31/2019	1.94
5	U.S. Treasury Bond, 3.125%, 08/15/2044	1.83
6	Federal National Mortgage Association, Pool # TBA, 3.000%, 10/15/2042	1.78
7	U.S. Treasury Bond, 3.125%, 11/15/2041	1.66
8	Government National Mortgage Association, Pool # TBA, 4.000%, 10/15/2041	1.35
9	Federal Home Loan Mortgage Corp., Pool #J2-5769, 3.500%, 09/01/2028	1.27
10	Federal Home Loan Mortgage Corp., Pool # U7-9038, 3.000%, 11/01/2028	1.17

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	7.49	%	3.82	%	3.34	%	3.73	%
Barclays Municipal Bond Index	7.93	%	4.67	%	4.72	%	5.02	%

⁽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 2014, the Fund returned 4.08%, underperforming the Barclays Municipal Bond Index at 4.12%.

	•	A lower duration resulting from an underweight exposure to the longest end of maturity range detracted from returns. Long bonds rallied over the period as rates unexpectedly fell.

	•	Overweight allocation to and security selection within BBB rated bonds was generally additive to performance over the period.

	•	Underweight exposure to Puerto Rico bonds led to lagging returns, as Puerto Rico bonds rallied in the first half of the period before being removed from the Index in June.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio.

Top Ten Holdings

		% of Net
Rank	Security/Holding	Assets
1	California, GO, 6.500%, 04/01/2033	1.75
2	Wisconsin, Series A, Refunding, Revenue Bond, 6.000%, 05/01/2033	1.69
3	Los Angeles Department of Airports, Series A, Refunding, Revenue Bond, 5.250%, 05/15/2029	1.66
4	Henry County Public Service Authority Water & Sewer, Refunding, Revenue Bond, FSA Insured, 5.500%, 11/15/2019	1.61
5	New York City, GO, 5.375%, 04/01/2036	1.47
6	Louisiana Citizens Property, Revenue Bond, 6.750%, 06/01/2026	1.33
7	Massachusetts Health & Educational Facilities Authority, Series A, Refunding, Revenue Bond, 5.500%, 11/15/2036	1.31
8	Colorado Regional Transportation District, Series A, Revenue Bond, 5.000%, 11/01/2027	1.25
9	North Texas Tollway Authority, Series E, Refunding, Revenue Bond, 5.750%, 01/01/2038	1.16
10	Regional Transportation District, Revenue Bond, 6.000%, 01/15/2026	1.14

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 provides a broad-based measure of the global fixed-income bond market, and captures investment grade and high yield securities in all eligible currencies.

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year		Since Inception⁽¹⁾
GuideMark^SMOpportunistic Fixed Income Fund
Service Shares	3.93	%	3.02	%
Institutional Shares	4.52	%	3.43	%
Barclays Multiverse Index	1.40	%	0.22	%⁽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 1.53%.

GuideMark^SMOpportunistic Fixed Income Fund

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

	•	For the 6 months ended September 2014, the Fund returned 1.37%, outperforming the Barclays Multiverse Bond Index at -0.75%.

	•	Currency positioning was the largest driver of the outperformance and was complemented by exposure to spread sectors and positive security selection within Mortgage securities.

	•	Underweight exposures to the Japanese yen and Euro relative to the U.S. dollar benefited performance. The U.S. dollar continued to gain strength relative to other currencies as U.S. economic data indicated improving conditions.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio.

Top Ten Holdings

		% of Net
Rank	Security/Holding	Assets
1	Malaysia Government Bond, 4.720%, 09/30/2015	1.87
2	Ireland Government Bond, 5.000%, 10/18/2020	1.75
3	Hungary Government Bond, 6.750%, 02/24/2017	1.63
4	Hungary Government International Bond, 6.375%, 03/29/2021	1.49
5	Republic of Portugal Bond, 5.130%, 10/15/2024	1.36
6	Poland Government Bond, 2.690%, 01/25/2021	1.32
7	Ireland Government Bond, 5.400%, 03/13/2025	1.31
8	Korea Treasury Bond, 2.750%, 12/10/2015	1.28
9	Federal National Mortgage Association, Pool #1200, 3.000%, 10/01/2032	1.27
10	Mexican Bonos, 6.000%, 06/18/2015	1.23

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.

MSCI ALL COUNTRY WORLD INDEX – The MSCI All Country World Index measures the equity market performance of developed and emerging markets. The MSCI consisted of 46 country indices comprising 23 developed and 23 emerging market country indices. The developed market country indices included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States. The emerging market country indices included are: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines, Poland, Russia, Qatar, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates.

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year		Since Inception⁽¹⁾
GuidePath^SMStrategic Asset Allocation Fund
Service Shares	8.04	%	5.60	%
Institutional Shares	8.77	%	11.62	%
MSCI All Country World Index	11.89	%	7.60	%⁽²⁾⁽⁴⁾
S&P 500^®Index	19.73	%	13.83	%⁽³⁾⁽⁴⁾

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

⁽²⁾	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 14.28%.

⁽³⁾	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 18.32%.

⁽⁴⁾	The Fund has elected to use the MSCI All Country World Index to represent its broad based benchmark rather than the S&P 500^®Index because the MSCI All Country World Index more accurately reflects the Fund’s holdings.

GuidePath^SMStrategic Asset Allocation Fund

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

	•	For the 6 months ended September 2014, the Fund returned 0.87% underperforming the S&P 500^®Index at 6.42%. The Fund trailed the MSCI ACWI Index at 2.92%.

	•	A general underweight exposure to equities with exposure to alternative investments and global real return strategies detracted from returns over the period, as the equity markets rallied strongly led by the US.

	•	Small cap exposure tempered returns as the technology sector struggled early in the period due to valuation concerns.

Components of Portfolio Holdings*

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

Top Ten Holdings

		% of Net
Rank	Security/Holding	Assets
1	GuideMark^SMWorld ex-US Fund – Institutional Shares	18.29
2	Vanguard FTSE All-World ex-US Index Fund	17.98
3	SPDR S&P 500 ETF Trust	14.44
4	GuideMark^SMSmall/Mid Cap Core Fund – Institutional Shares	8.46
5	GuideMark^SMLarge Cap Value Fund – Institutional Shares	7.24
6	GuideMark^SMLarge Cap Growth Fund – Institutional Shares	7.14
7	GuideMark^SMOpportunistic Equity Fund – Institutional Shares	5.13
8	GuideMark^SMGlobal Real Return Fund – Institutional Shares	4.35
9	iShares Core MSCI Emerging Markets ETF	2.70
10	Altegris^®Multi-Strategy Alternatives Fund – Institutional Shares	2.08

GuidePath^SMTactical Constrained^SMAsset Allocation Fund

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

TOTAL RETURN BASED ON A $10,000 INVESTMENT

TACTICAL CONSTRAINED BLENDED INDEX – The Tactical Constrained Blended Index is a weighted combination of 75% of the total return of the MSCI All Country World Index with 25% of the total return from the BofA Merrill Lynch Global Broad Market Index. Returns are weighted on a 75/25 basis for each historical month and then the longer-term returns are geometrically combined from these historical monthly returns to create aggregate returns (1-year, 3-years, 5-years, etc.) for the Tactical Constrained Blended Benchmark Index

GuidePath^SMTactical Constrained^SMAsset Allocation Fund

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year		Since Inception⁽¹⁾
GuidePath^SMTactical Constrained^SMAsset Allocation Fund
Service Shares	7.92	%	5.36	%
Institutional Shares	8.51	%	9.36	%
MSCI All Country World Index	11.89	%	7.60	%⁽²⁾⁽⁵⁾
S&P 500^®Index	19.73	%	13.83	%⁽³⁾⁽⁵⁾
Tactical Constrained Blended Index	9.25	%	6.63	%⁽⁴⁾

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

⁽²⁾	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 14.28%.

⁽³⁾	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 18.32%.

⁽⁴⁾	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 11.23%.

⁽⁵⁾	The Fund has elected to use the MSCI All Country World Index to represent its broad based benchmark rather than the S&P 500^®Index because the MSCI All Country World Index more accurately reflects the Fund’s holdings.

GuidePath^SM Tactical Constrained^SMAsset Allocation Fund

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

	•	For the 6 months ended September 2014, the Fund returned 1.49%, underperforming the S&P 500^®Index at 6.42%. The Fund trailed the blended benchmark^[1]at 2.11%. The Fund trailed the MSCI ACWI Index at 2.92%.

	•	Small cap exposure, while decreasing over the period, tempered returns as the technology sector struggled early in the period due to valuation concerns.

	•	While a bias to the US fixed income market proved beneficial, increased exposure to international fixed income harmed returns. The strengthening dollar in the third quarter significantly impacted international bonds.

^[1]	Blended benchmark: 75% MSCI All Country World Index, 25% Barclays US Aggregate Bond Index through 7/31/14, 75% MSCI All Country World Index, 25% Bank of America Merrill Lynch Global Broad Market Index starting 8/1/14

Components of Portfolio Holdings*

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

Top Ten Holdings

		% of Net
Rank	Security/Holding	Assets
1	GuideMark^SMWorld ex-US Fund – Institutional Shares	19.50
2	SPDR S&P 500 ETF Trust	14.12
3	GuideMark^SMOpportunistic Equity Fund – Institutional Shares	10.96
4	GuideMark^SMCore Fixed Income Fund – Institutional Shares	8.44
5	GuideMark^SMLarge Cap Growth Fund – Institutional Shares	7.05
6	GuideMark^SMLarge Cap Value Fund – Institutional Shares	7.02
7	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	6.31
8	GuideMark^SMSmall/Mid Cap Core Fund – Institutional Shares	6.04
9	iShares Core MSCI Emerging Markets ETF	4.99
10	Vanguard REIT ETF	3.05

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 – The Tactical Unconstrained Blended Index is 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 Tactical Unconstrained Blended Blended Index.

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year		Since Inception⁽¹⁾
GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund
Service Shares	4.80	%	3.64	%
Institutional Shares	5.42	%	7.82	%
S&P 500^®Index	19.73	%	13.83	%⁽²⁾
Tactical Unconstrained Blended Index	10.82	%	7.05	%⁽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 18.32%.

⁽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 12.77%.

GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund

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

	•	For the 6 months ended September 2014, the Fund returned 0.65%, underperforming the S&P 500^®Index at 6.42%. The Fund trailed the blended benchmark at 2.55%.

	•	Defensive positioning and higher cash allocations within the Fund was the main driver of the lagging returns, especially during the market rallies in mid-May and the beginning of August.

	•	Exposure to international developed markets with specific exposure to Europe negatively impacted returns, with weakness experienced in the region.

	•	A small exposure to commodities detracted from returns as the asset class fell dramatically during the period, led by oil prices.

Components of Portfolio Holdings*

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

Top Ten Holdings

		% of Net
Rank	Security/Holding	Assets
1	SPDR S&P 500 ETF Trust	7.86
2	Virtus Premium AlphaSector Fund – Institutional Shares	5.60
3	GuideMark^SMWorld ex-US Fund – Institutional Shares	5.34
4	Vanguard Total Stock Market ETF	4.64
5	iShares Core MSCI Emerging Markets ETF	4.13
6	Vanguard Extended Market Index ETF	4.12
7	iShares MSCI ACWI ex US Fund	3.67
8	GuideMark^SMOpportunistic Equity Fund – Institutional Shares	3.66
9	Vanguard REIT ETF	3.40
10	GuideMark^SMLarge Cap Value Fund – Institutional Shares	3.22

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 – The 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	3.67	%	1.56	%
Institutional Shares	4.23	%	2.01	%
Citigroup 3-Month Treasury Bill Index	0.04	%	0.05	%⁽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 0.05%.

GuidePath^SMAbsolute Return Asset Allocation Fund

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

	•	For the 6 months ended September 2014, the Fund returned 1.20%, outperforming the Citi 3-month Treasury Bill Index at 0.02%.

	•	Fixed income exposure to mortgages, long-term corporate bonds and emerging market bonds helped drive gains. Declining yields and strength in international currencies lifted the returns of these sectors in the early part of the period.

	•	A small but increasing exposure to domestic equities was beneficial as the U.S. market saw solid gains.

Components of Portfolio Holdings*

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

Top Ten Holdings

		% of Net
Rank	Security/Holding	Assets
1	Pioneer Strategic Income Fund – Class Y	17.89
2	iShares JPMorgan USD Emerging Markets Bond ETF	7.09
3	SPDR Barclays High Yield Bond ETF	6.96
4	DoubleLine Total Return Bond Fund – Institutional Shares	6.50
5	Vanguard Mortgage-Backed Securities ETF	6.02
6	T. Rowe Price Institutional Floating Rate Fund	5.61
7	John Hancock Funds II – Alternative Asset Allocation Fund – Institutional Shares	4.09
8	Vanguard Long-Term Corporate Bond Fund	3.63
9	GuideMark^SMCore Fixed Income Fund – Institutional Shares	3.13
10	SPDR Barclays Short Term Corporate Bond ETF	2.93

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

MULTI-ASSET INCOME BLENDED INDEX – The Multi-Asset Income Blended Index is 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.

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year		Since Inception⁽¹⁾
GuidePath^SMMulti-Asset Income Asset
Allocation Fund	7.05	%	6.96	%
MSCI World High Dividend Yield Index	11.60	%	15.45	%
Multi-Asset Income Blended Index	8.59	%	9.61	%

⁽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 2014, the Fund returned 1.27%, underperforming the MSCI World High Dividend Yield Index at 2.06%. The Fund trailed the blended benchmark at 2.14%.

	•	Overweight exposure to fixed income, along with a concentration in high yield within fixed income, detracted from returns as high yield bonds were impacted by widening credit spreads.

	•	Shifting exposure towards international and emerging markets equity dividends and away from the U.S. harmed returns as the dollar rally significantly impacted international returns. Exposure to small cap equity dividends tempered performance on valuation concerns.

	•	Exposure to preferred securities proved beneficial over the period, as the asset class benefited from a benign interest rate environment and outperformed both the equity dividend and global fixed income index.

Components of Portfolio Holdings*

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

Top Ten Holdings

		% of Net
Rank	Security/Holding	Assets
1	BlackRock Multi-Asset Income Fund – Institutional Shares	24.40
2	WisdomTree Equity Income Fund	7.63
3	iShares JPMorgan USD Emerging Markets Bond ETF	5.61
4	JPMorgan Global Equity Income Fund – Select Shares	4.14
5	PowerShares International Dividend Achievers Portfolio	4.14
6	JPMorgan Income Builder Fund – Select Shares	3.73
7	iShares iBoxx $ High Yield Corporate Bond Fund	3.44
8	Forward Select Income Fund – Institutional Shares	3.12
9	Forward EM Corporate Debt Fund – Institutional Shares	3.05
10	Forward International Dividend Fund – Institutional Shares	3.02

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.

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

AVERAGE ANNUAL TOTAL RETURN (for periods ended September 30)

	One Year		Since Inception⁽¹⁾
GuidePath^SMFixed Income Allocation Fund
Service Shares	2.85	%	0.27	%
Institutional Shares	3.39	%	0.79	%
Barclays US Aggregate Bond Index	3.96	%	1.12	%⁽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 1.33%.

GuidePath^SMFixed Income Allocation Fund

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

	•	For the 6 months ended September 2014, the Fund returned 1.45%, underperforming the Barclays US Aggregate Bond Index at 2.21%.

	•	Exposure to high yield bonds detracted from returns on widening credit spreads, and short-term Treasury securities dampened performance on rising yields.

	•	Actively managed core fixed income detracted due to a shorter duration position. The unexpected drop in the 10-year Treasury yield favored longer maturity bonds during the period.

	•	Dedicated exposure to long-dated Treasuries and corporate bonds benefited returns alongside exposure to mortgage-backed securities.

Components of Portfolio Holdings*

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

Top Ten Holdings

		% of Net
Rank	Security/Holding	Assets
1	Vanguard Total Bond Market Index Fund	22.43
2	GuideMark^SMCore Fixed Income Fund – Institutional Shares	22.40
3	GuideMark^SMOpportunistic Fixed Income Fund – Institutional Shares	12.78
4	iShares Barclays 7-10 Year Treasury Bond Fund	6.53
5	Vanguard Mortgage-Backed Securities ETF	5.84
6	iShares Barclays 1-3 Year Treasury Bond Fund	5.06
7	PIMCO Unconstrained Bond Fund – Institutional Shares	2.93
8	SPDR Barclays TIPS ETF	2.92
9	Powershares Senior Loan Portfolio	2.58
10	iShares Core U.S. Credit Bond ETF	2.57

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 – The 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^SMAltegris^®Diversified Alternatives Allocation Fund
Service Shares	4.60	%	1.92	%
Institutional Shares	4.86	%	1.95	%
HFRI Fund of Funds Composite Index	6.45	%	6.65	%⁽²⁾
Citigroup 3-Month Treasury Bill Index	0.04	%	0.05	%⁽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 0.05%.

GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund

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

	•	For the 6 months ended September 2014, the Fund returned 2.22%, outperforming the HFRI Fund of Funds composite at 2.11%.

	•	Equity long-short exposure benefited returns with gains from long positions in the consumer, communications and technology sectors and real-estate related securities, as sector and stock dispersion increased during the time period.

	•	Fixed income long-short exposure saw gains from mortgage-backed securities that benefited from continued home price appreciation and improved borrower fundamentals.

	•	Equity market hedges were the primary detractor as equity markets continued to rally during the six-month period.

Components of Portfolio Holdings*

*Pie chart represents percentages of total portfolio.

Top Ten Holdings

		% of Net
Rank	Security/Holding	Assets
1	Altegris^®Equity Long Short Fund – Institutional Shares	51.41
2	Altegris^®Fixed Income Long Short Fund – Institutional Shares	29.11
3	Altegris^®Futures Evolution Strategy Fund – Institutional Shares	5.20
4	Altegris^®Managed Futures Strategy Fund – Institutional Shares	5.03
5	Altegris^®Macro Strategy Fund – Institutional Shares	4.82
6	Altegris^®/AACA Real Estate Long Short Fund – Institutional Shares	2.54

GuideMark^SMFunds & GuidePath^SMFunds

EXPENSE EXAMPLE (Unaudited)

September 30, 2014

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

The Expense Examples are based on an investment of $1,000 invested at the beginning of a six-month period and held for the entire period, which for all Funds is from April 1, 2014 to September 30, 2014.

Actual Expenses

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

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

Hypothetical Example for Comparison Purposes

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

GuideMark^SM& GuidePath^SMFunds

EXPENSE EXAMPLE (Continued) (Unaudited)

September 30, 2014

Fund		Beginning Account Value April 1, 2014			Ending Account Value September 30, 2014			Annualized Expense Ratio¹ based on the period April 1, 2014– September 30, 2014		Expenses Paid During Period² April 1, 2014– September 30, 2014
INSTITUTIONAL SHARES
GuideMark^SMLarge Cap	Actual		$	1,000.00		$	1,049.00	0.88	%		$	4.52
Growth Fund	Hypothetical³		$	1,000.00		$	1,020.66	0.88	%		$	4.46
GuideMark^SMLarge Cap	Actual		$	1,000.00		$	1,020.50	0.86	%		$	4.36
Value Fund	Hypothetical³		$	1,000.00		$	1,020.76	0.86	%		$	4.36
GuideMark^SMSmall/Mid Cap	Actual		$	1,000.00		$	989.90	1.03	%		$	5.14
Core Fund	Hypothetical³		$	1,000.00		$	1,019.90	1.03	%		$	5.22
GuideMark^SMWorld	Actual		$	1,000.00		$	993.30	0.98	%		$	4.90
ex-US Fund	Hypothetical³		$	1,000.00		$	1,020.16	0.98	%		$	4.96
GuideMark^SMOpportunistic	Actual		$	1,000.00		$	1,030.40	1.00	%		$	5.09
Equity Fund	Hypothetical³		$	1,000.00		$	1,020.05	1.00	%		$	5.06
GuideMark^SMGlobal	Actual		$	1,000.00		$	974.00	0.84	%		$	4.16
Real Return Fund⁴	Hypothetical³		$	1,000.00		$	1,020.86	0.84	%		$	4.26
GuideMark^SMCore	Actual		$	1,000.00		$	1,018.20	0.70	%		$	3.54
Fixed Income Fund	Hypothetical³		$	1,000.00		$	1,021.56	0.70	%		$	3.55
GuideMark^SMOpportunistic	Actual		$	1,000.00		$	1,016.30	1.05	%		$	5.31
Fixed Income Fund	Hypothetical³		$	1,000.00		$	1,019.80	1.05	%		$	5.32
GuidePath^SMStrategic	Actual		$	1,000.00		$	1,011.40	0.40	%		$	2.02
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,023.06	0.40	%		$	2.03
GuidePath^SMTactical Constrained^SM	Actual		$	1,000.00		$	1,016.70	0.42	%		$	2.12
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,022.96	0.42	%		$	2.13
GuidePath^SMTactical Unconstrained^SM	Actual		$	1,000.00		$	1,008.30	0.49	%		$	2.47
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,022.61	0.49	%		$	2.48
GuidePath^SMAbsolute Return	Actual		$	1,000.00		$	1,015.00	0.52	%		$	2.63
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,022.46	0.52	%		$	2.64
GuidePath^SMFixed Income	Actual		$	1,000.00		$	1,015.70	0.44	%		$	2.22
Allocation Fund	Hypothetical³		$	1,000.00		$	1,022.86	0.44	%		$	2.23
GuidePath^SMAltegris^®Diversified	Actual		$	1,000.00		$	1,024.30	0.20	%		$	1.01
Alternatives Allocation Fund	Hypothetical³		$	1,000.00		$	1,024.07	0.20	%		$	1.01

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.
⁴	Excluding voluntary waiver.

GuideMark^SM& GuidePath^SMFunds

EXPENSE EXAMPLE (Continued) (Unaudited)

September 30, 2014

Fund		Beginning Account Value April 1, 2014			Ending Account Value September 30, 2014			Annualized Expense Ratio¹ based on the period April 1, 2014– September 30, 2014		Expenses Paid During Period² April 1, 2014– September 30, 2014
SERVICE SHARES
GuideMark^SMLarge Cap	Actual		$	1,000.00		$	1,045.70	1.49	%		$	7.64
Growth Fund	Hypothetical³		$	1,000.00		$	1,017.60	1.49	%		$	7.54
GuideMark^SMLarge Cap	Actual		$	1,000.00		$	1,018.60	1.44	%		$	7.29
Value Fund	Hypothetical³		$	1,000.00		$	1,017.85	1.44	%		$	7.28
GuideMark^SMSmall/Mid Cap	Actual		$	1,000.00		$	986.80	1.59	%		$	7.92
Core Fund	Hypothetical³		$	1,000.00		$	1,017.10	1.59	%		$	8.04
GuideMark^SMWorld	Actual		$	1,000.00		$	989.90	1.59	%		$	7.93
ex-US Fund	Hypothetical³		$	1,000.00		$	1,017.10	1.59	%		$	8.04
GuideMark^SMOpportunistic	Actual		$	1,000.00		$	1,027.60	1.57	%		$	7.98
Equity Fund	Hypothetical³		$	1,000.00		$	1,017.20	1.57	%		$	7.94
GuideMark^SMGlobal	Actual		$	1,000.00		$	970.80	1.42	%		$	7.02
Real Return Fund⁴	Hypothetical³		$	1,000.00		$	1,017.95	1.42	%		$	7.18
GuideMark^SMCore	Actual		$	1,000.00		$	1,015.30	1.29	%		$	6.52
Fixed Income Fund	Hypothetical³		$	1,000.00		$	1,018.60	1.29	%		$	6.53
GuideMark^SMTax-Exempt	Actual		$	1,000.00		$	1,040.80	1.29	%		$	6.60
Fixed Income Fund	Hypothetical³		$	1,000.00		$	1,018.60	1.29	%		$	6.53
GuideMark^SMOpportunistic	Actual		$	1,000.00		$	1,013.70	1.55	%		$	7.82
Fixed Income Fund	Hypothetical³		$	1,000.00		$	1,017.30	1.55	%		$	7.84
GuidePath^SMStrategic	Actual		$	1,000.00		$	1,008.70	1.04	%		$	5.24
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,019.85	1.04	%		$	5.27
GuidePath^SMTactical Constrained^SM	Actual		$	1,000.00		$	1,014.90	1.00	%		$	5.05
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,020.05	1.00	%		$	5.06
GuidePath^SMTactical Unconstrained^SM	Actual		$	1,000.00		$	1,006.50	1.09	%		$	5.48
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,019.60	1.09	%		$	5.52
GuidePath^SMAbsolute Return	Actual		$	1,000.00		$	1,012.00	1.10	%		$	5.55
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,019.55	1.10	%		$	5.57
GuidePath^SMMulti-Asset Income	Actual		$	1,000.00		$	1,012.70	1.10	%		$	5.55
Asset Allocation Fund	Hypothetical³		$	1,000.00		$	1,019.55	1.10	%		$	5.57

GuideMark^SM& GuidePath^SMFunds

EXPENSE EXAMPLE (Continued) (Unaudited)

September 30, 2014

Fund		Beginning Account Value April 1, 2014			Ending Account Value September 30, 2014			Annualized Expense Ratio¹ based on the period April 1, 2014– September 30, 2014		Expenses Paid During Period² April 1, 2014– September 30, 2014
SERVICE SHARES (Continued)
GuidePath^SMFixed Income	Actual		$	1,000.00		$	1,014.50	1.04	%		$	5.25
Allocation Fund	Hypothetical³		$	1,000.00		$	1,019.85	1.04	%		$	5.27
GuidePath^SMAltegris^®Diversified	Actual		$	1,000.00		$	1,022.20	0.55	%		$	2.79
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.
⁴	Excluding voluntary waiver.

GuideMark^SMLarge Cap Growth Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Number of Shares			Value
		COMMON STOCKS - 99.04%
		Aerospace & Defense - 2.37%
	17,595	Boeing Co.	$	2,241,251
	26,915	Honeywell International, Inc.		2,506,325
				4,747,576
		Air Freight & Logistics - 1.12%
	22,915	United Parcel Service, Inc. -
		Class B		2,252,315
		Banks - 1.32%
	109,331	Bank of America Corp.		1,864,094
	12,785	JPMorgan Chase & Co.		770,168
				2,634,262
		Beverages - 2.12%
	29,883	Anheuser-Busch InBev NV -
		ADR (a)		3,312,530
	10,243	Monster Beverage Corp. (b)		938,976
				4,251,506
		Biotechnology - 5.78%
	20,254	Amgen, Inc.		2,844,877
	21,861	Celgene Corp. (a)(b)		2,071,986
	40,805	Gilead Sciences, Inc. (b)		4,343,692
	20,690	Vertex Pharmaceuticals, Inc. (b)		2,323,694
				11,584,249
		Capital Markets - 0.48%
	18,634	Waddell & Reed Financial, Inc. -
		Class A		963,192
		Communications Equipment - 5.46%
	37,092	Brocade Communications
		Systems, Inc.		403,190
	145,867	Cisco Systems, Inc.		3,671,472
	22,546	F5 Networks, Inc. (b)		2,677,112
	55,957	QUALCOMM, Inc.		4,183,905
				10,935,679
		Computers & Peripherals - 9.43%
	128,039	Apple, Inc.		12,899,929
	48,524	NetApp, Inc.		2,084,591
	21,280	SanDisk Corp. (a)		2,084,376
	18,656	Western Digital Corp.		1,815,602
				18,884,498
		Consumer Finance - 1.34%
	30,536	American Express Co.		2,673,121

Number of Shares			Value
		Diversified Financial Services - 0.50%
	5,110	Intercontinental Exchange, Inc.	$	996,706
		Diversified Telecommunication Services - 3.20%
	128,281	Verizon Communications, Inc.		6,412,767
		Electrical Equipment - 0.46%
	8,424	Rockwell Automation, Inc.		925,629
		Energy Equipment & Services - 2.25%
	32,112	Baker Hughes, Inc.		2,089,207
	31,834	National-Oilwell Varco, Inc. (a)		2,422,567
				4,511,774
		Food & Staples Retailing - 2.42%
	14,142	Costco Wholesale Corp.		1,772,275
	38,652	CVS Caremark Corp.		3,076,313
				4,848,588
		Food Products - 1.89%
	9,364	Keurig Green Mountain, Inc.		1,218,537
	75,184	Mondelez International, Inc. - Class A (a)		2,576,180
				3,794,717
		Health Care Equipment & Supplies - 3.59%
	14,040	Becton, Dickinson & Co.		1,597,892
	14,128	C.R. Bard, Inc.		2,016,207
	33,868	Medtronic, Inc. (a)		2,098,123
	14,767	Zimmer Holdings, Inc.		1,484,822
				7,197,044
		Health Care Providers & Services - 1.97%
	34,542	Aetna, Inc.		2,797,902
	16,245	HCA Holdings, Inc. (b)		1,145,597
				3,943,499
		Hotels, Restaurants & Leisure - 2.05%
	14,316	Starwood Hotels & Resorts Worldwide, Inc.		1,191,234
	23,732	Wyndham Worldwide Corp.		1,928,462
	5,305	Wynn Resorts Ltd.		992,460
				4,112,156
		Household Durables - 0.80%
	91,044	Pulte Homes, Inc. (a)		1,607,837
		Industrial Conglomerates - 0.81%
	7,834	3M Co.		1,109,921
	11,417	Tyco International Ltd.		508,856
				1,618,777

See notes to financial statements.

GuideMark^SMLarge Cap Growth Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Internet & Catalog Retail - 1.76%
	16,948	Expedia, Inc.	$	1,484,984
	1,767	Priceline.com, Inc. (b)		2,047,211
				3,532,195
		Internet Software & Services - 7.56%
	15,200	Alibaba Group Holdings Ltd. - ADR (a)(b)		1,350,520
	50,488	Facebook, Inc. - Class A (b)		3,990,572
	2,631	Google, Inc. - Class A (b)		1,548,107
	9,781	Google, Inc. - Class C (b)		5,647,158
	7,528	IAC/InterActiveCorp		496,095
	25,981	Twitter, Inc. (b)		1,340,100
	19,070	Yahoo, Inc. (b)		777,102
				15,149,654
		IT Services - 2.19%
	4,116	Alliance Data Systems Corp. (b)		1,021,879
	26,237	Paychex, Inc. (a)		1,159,675
	10,331	Visa, Inc. - Class A (a)		2,204,326
				4,385,880
		Machinery - 1.95%
	20,728	Danaher Corp.		1,574,913
	9,887	Dover Corp.		794,223
	18,221	Illinois Tool Works, Inc.		1,538,217
				3,907,353
		Media - 3.67%
	60,075	Comcast Corp. - Class A (a)		3,230,834
	22,793	DIRECTV (b)		1,972,050
	13,389	Discovery Communications, Inc. - Series A (b)		506,104
	13,389	Discovery Communications, Inc. - Series C (b)		499,142
	14,629	Scripps Networks Interactive, Inc.		1,142,379
				7,350,509
		Oil & Gas - 3.38%
	28,011	Apache Corp. (a)		2,629,393
	51,232	Cabot Oil & Gas Corp. (a)		1,674,774
	36,286	Devon Energy Corp.		2,473,979
				6,778,146

Number of Shares			Value
		Pharmaceuticals - 5.18%
	32,410	Bristol-Myers Squibb Co.	$	1,658,744
	44,253	Eli Lilly & Co.		2,869,807
	27,155	Johnson & Johnson		2,894,451
	34,826	Merck & Co., Inc.		2,064,485
	5,645	Salix Pharmaceuticals Ltd. (b)		881,975
				10,369,462
		Semiconductor & Semiconductor Equipment - 7.68%
	96,162	Altera Corp.		3,440,676
	41,417	Broadcom Corp. - Class A (a)		1,674,075
	38,990	Intel Corp.		1,357,632
	15,948	KLA-Tencor Corp.		1,256,384
	27,651	Linear Technology Corp.		1,227,428
	27,490	Marvell Technology Group Ltd. - ADR		370,565
	67,579	Maxim Integrated Products, Inc.		2,043,589
	32,928	Microchip Technology, Inc. (a)		1,555,189
	20,185	Skyworks Solutions, Inc. (a)		1,171,739
	30,436	Xilinx, Inc.		1,288,965
				15,386,242
		Software - 10.80%
	54,405	Activision Blizzard, Inc.		1,131,080
	27,230	Check Point Software Technologies Ltd. (a)(b)		1,885,405
	23,311	Intuit, Inc. (a)		2,043,209
	215,755	Microsoft Corp.		10,002,402
	171,864	Oracle Corp. (a)		6,578,954
				21,641,050
		Specialty Retail - 4.44%
	36,946	Home Depot, Inc.		3,389,426
	25,479	Lowe’s Companies, Inc.		1,348,349
	10,576	O’Reilly Automotive, Inc. (a)(b)		1,590,207
	9,258	Sherwin-Williams Co. (a)		2,027,410
	9,107	The TJX Companies, Inc.		538,861
				8,894,253
		Tobacco - 1.07%
	25,764	Philip Morris International, Inc.		2,148,718
		Total Common Stocks (Cost $149,734,676)		198,439,354

See notes to financial statements.

GuideMark^SMLarge Cap Growth Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of Shares			Value
		PREFERRED STOCKS - 0.69%
		Banks - 0.69%
	99,085	Itau Unibanco Holding SA - ADR	$	1,375,300
		Total Preferred Stocks (Cost $1,480,370)		1,375,300
		SHORT TERM INVESTMENTS - 0.16%
		Money Market Funds - 0.16%
	313,049	Federated Prime Obligations Fund Effective Yield, 0.03%		313,049
		Total Short Term Investments (Cost $313,049)		313,049

Number of Shares			Value
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 12.51%
		Money Market Funds - 12.51%
	25,052,409	Mount Vernon Prime Portfolio Effective Yield, 0.18%	$	25,052,409
		Total Investments Purchased as Securities Lending Collateral (Cost $25,052,409)		25,052,409
		Total Investments (Cost $176,580,504) - 112.40%		225,180,112
		Liabilities in Excess of Other Assets - (12.40)%		(24,847,554	)
		TOTAL NET ASSETS - 100.00%	$	200,332,558


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.

See notes to financial statements.

GuideMark^SMLarge Cap Value Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Number of Shares			Value
		COMMON STOCKS - 94.73%
		Aerospace & Defense - 4.02%
	17,100	General Dynamics Corp.	$	2,173,239
	21,900	Honeywell International, Inc.		2,039,328
	19,500	Raytheon Co.		1,981,590
	54,700	Spirit AeroSystems Holdings, Inc. - Class A (a)		2,081,882
				8,276,039
		Auto Components - 2.77%
	50,300	Delphi Automotive Plc		3,085,402
	59,500	Johnson Controls, Inc.		2,618,000
				5,703,402
		Banks - 13.30%
	263,200	Bank of America Corp.		4,487,560
	56,400	CIT Group, Inc.		2,592,144
	99,280	Citigroup, Inc. (b)		5,144,690
	136,700	Fifth Third Bancorp		2,736,734
	59,800	First Niagara Financial Group, Inc.		498,134
	72,300	JPMorgan Chase & Co.		4,355,352
	36,700	PNC Financial Services Group, Inc.		3,140,786
	85,100	Wells Fargo & Co.		4,414,137
				27,369,537
		Building Products - 1.36%
	88,300	Owens Corning, Inc.		2,803,525
		Capital Markets - 3.52%
	23,400	Ameriprise Financial, Inc. (b)		2,887,092
	47,400	E*TRADE Financial Corp. (a)		1,070,766
	44,500	State Street Corp. (b)		3,275,645
				7,233,503
		Chemicals - 1.59%
	29,400	E.I. du Pont de Nemours & Co.		2,109,744
	15,100	Rockwood Holdings, Inc.		1,154,395
				3,264,139
		Construction & Engineering - 0.96%
	105,300	KBR, Inc.		1,982,799
		Construction Materials - 1.41%
	127,400	CRH Plc - ADR (b)		2,905,994
		Consumer Finance - 7.39%
	27,500	American Express Co.		2,407,350
	60,400	Capital One Financial Corp.		4,929,848
	44,400	Discover Financial Services (b)		2,858,916

Number of Shares			Value
		Consumer Finance (Continued)
	180,600	Navient Corp.	$	3,198,426
	211,900	SLM Corp.		1,813,864
				15,208,404
		Diversified Telecommunication Services - 1.15%
	47,370	Verizon Communications, Inc.		2,368,026
		Electrical Equipment - 2.13%
	40,100	Eaton Corp. Plc		2,541,137
	29,400	Emerson Electric Co.		1,839,852
				4,380,989
		Energy Equipment & Services - 1.01%
	77,400	Seadrill Ltd. (b)		2,071,224
		Food & Staples Retailing - 2.17%
	16,800	CVS Caremark Corp.		1,337,112
	40,800	Wal-Mart Stores, Inc. (b)		3,119,976
				4,457,088
		Health Care Equipment & Supplies - 1.76%
	58,400	Medtronic, Inc. (b)		3,617,880
		Health Care Providers & Services - 5.87%
	42,200	Cardinal Health, Inc. (b)		3,161,624
	21,800	CIGNA Corp.		1,977,042
	48,000	Omnicare, Inc. (b)		2,988,480
	25,300	UnitedHealth Group, Inc.		2,182,125
	14,700	WellPoint, Inc.		1,758,414
				12,067,685
		Hotels, Restaurants & Leisure - 4.05%
	70,900	Carnival Corp. - ADR (b)		2,848,053
	38,100	Royal Caribbean Cruises Ltd.		2,563,749
	152,000	SeaWorld Entertainment, Inc.		2,922,960
				8,334,762
		Household Durables - 1.50%
	2,722	NVR, Inc. (a)(b)		3,075,914
		Insurance - 1.31%
	50,000	American International Group, Inc.		2,701,000
		Machinery - 3.88%
	49,800	Joy Global, Inc. (b)		2,716,092
	22,800	SPX Corp.		2,141,604
	35,300	Stanley Black & Decker, Inc.		3,134,287
				7,991,983

See notes to financial statements.

GuideMark^SMLarge Cap Value Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Media - 1.32%
	31,300	DIRECTV (a)	$	2,708,076
		Multiline Retail - 1.30%
	42,500	Target Corp. (b)		2,663,900
		Multi-Utilities - 1.04%
	57,700	Public Services Enterprise Group, Inc.		2,148,748
		Oil & Gas - 3.93%
	57,400	BP Plc - ADR		2,522,730
	36,900	ConocoPhillips		2,823,588
	28,400	Occidental Petroleum Corp.		2,730,660
				8,076,978
		Pharmaceuticals - 7.01%
	29,500	Johnson & Johnson		3,144,405
	42,300	Merck & Co., Inc.		2,507,544
	86,200	Pfizer, Inc.		2,548,934
	56,200	Sanofi Aventis - ADR		3,171,366
	56,700	Teva Pharmaceutical Industries, Ltd. - ADR		3,047,625
				14,419,874
		Semiconductor & Semiconductor Equipment - 5.90%
	178,500	Fairchild Semiconductor International, Inc. (a)		2,772,105
	88,400	Intel Corp.		3,078,088
	64,200	Microchip Technology, Inc. (b)		3,032,166
	68,400	Texas Instruments, Inc. (b)		3,261,996
				12,144,355
		Software - 4.28%
	87,700	CA, Inc.		2,450,338
	77,300	Microsoft Corp.		3,583,628
	72,300	Oracle Corp.		2,767,644
				8,801,610
		Textiles, Apparel & Luxury Goods - 1.89%
	16,900	Coach, Inc. (b)		601,809
	30,600	Hanesbrands, Inc.		3,287,664
				3,889,473

Number of Shares			Value
		Thrifts & Mortgage Finance - 2.62%
	173,500	New York Community Bancorp, Inc. (b)	$	2,753,445
	182,700	People’s United Financial, Inc. (b)		2,643,669
				5,397,114
		Tobacco - 3.11%
	76,500	Altria Group, Inc. (b)		3,514,410
	34,600	Philip Morris International, Inc.		2,885,640
				6,400,050
		Trading Companies & Distributors - 0.44%
	29,750	NOW, Inc. (a)(b)		904,698
		Wireless Telecommunication Services - 0.74%
	46,518	Vodafone Group Plc - ADR		1,529,977
		Total Common Stocks (Cost $138,652,211)		194,898,746
		SHORT TERM INVESTMENTS - 4.86%
		Money Market Funds - 4.86%
	10,007,445	Federated Prime Obligations Fund Effective Yield, 0.03%		10,007,445
		Total Short Term Investments (Cost $10,007,445)		10,007,445
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 17.63%
		Money Market Funds -17.63%
	36,281,297	Mount Vernon Prime Portfolio Effective Yield, 0.18%		36,281,297
		Total Investments Purchased as Securities Lending Collateral (Cost $36,281,297)		36,281,297
		Total Investments (Cost $184,940,953) - 117.22%		241,187,488
		Liabilities in Excess of Other Assets - (17.22)%		(35,434,686	)
		TOTAL NET ASSETS - 100.00%	$	205,752,802


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^SMSmall/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Number of Shares			Value
		COMMON STOCKS - 88.76%
		Aerospace & Defense - 2.43%
	3,535	Curtiss Wright Corp.	$	233,027
	7,683	DigitalGlobe, Inc. (a)		218,966
	2,135	Esterline Technologies Corp. (a)		237,561
	6,320	HEICO Corp. - Class A		254,696
	3,525	Moog, Inc. - Class A (a)		241,110
	7,885	Orbital Sciences Corp. (a)		219,203
	3,555	Teledyne Technologies, Inc. (a)		334,206
				1,738,769
		Air Freight & Logistics - 0.24%
	1,845	Echo Global Logistics, Inc. (a)		43,450
	4,735	UTI Worldwide, Inc. (a)		50,333
	2,000	XPO Logistics, Inc. (a)(b)		75,340
				169,123
		Airlines - 0.30%
	620	Copa Holdings SA - Class A		66,520
	2,100	Spirit Airlines, Inc. (a)		145,194
				211,714
		Auto Components - 0.66%
	14,555	Fox Factory Holding Corp. (a)		225,602
	4,725	Tenneco, Inc. (a)		247,165
				472,767
		Automobiles - 0.23%
	3,215	Thor Industries, Inc. (b)		165,573
		Banks - 7.97%
	4,450	BankUnited, Inc.		135,680
	16,395	Boston Private Financial Holdings, Inc. (b)		203,134
	21,200	Cascade Bancorp (a)		107,060
	14,285	Cathay General Bancorp		354,697
	19,600	CoBiz Financial, Inc.		219,128
	78,381	First Busey Corp. (b)		436,582
	15,710	International Bancshares Corp.		387,487
	42,913	Lakeland Bancorp, Inc.		418,831
	15,500	Metro Bancorp, Inc. (a)		375,875
	13,855	PacWest Bancorp		571,242
	9,340	South State Corp.		522,293
	11,550	Sterling Bancorp		147,724
	12,162	TriCo Bancshares (b)		275,104
	13,215	Union Bankshares Corp.		305,267
	18,800	United Community Banks, Inc.		309,448

Number of Shares			Value
		Banks (Continued)
	7,355	Wintrust Financial Corp.	$	328,548
	20,740	Zions Bancorporation (b)		602,704
				5,700,804
		Biotechnology - 4.84%
	12,290	Affimed Therapeutics B.V. (a)		77,427
	2,690	Agios Pharmaceuticals, Inc. (a)(b)		165,032
	4,575	Alkermes Plc (a)(b)		196,130
	2,700	Alnylam Pharmaceuticals, Inc. (a)		210,870
	5,960	Anacor Pharmaceuticals, Inc. (a)(b)		145,841
	22,780	BioCryst Pharmaceuticals, Inc. (a)(b)		222,788
	8,480	Cepheid, Inc. (a)(b)		373,374
	2,655	Cubist Pharmaceuticals, Inc. (a)		176,133
	3,420	Epizyme, Inc. (a)		92,716
	4,290	Five Prime Therapeutics, Inc. (a)		50,322
	9,660	Foundation Medicine, Inc. (a)(b)		183,154
	2,900	Genocea Biosciences, Inc. (a)		26,245
	11,345	GlycoMimetics, Inc. (a)(b)		78,734
	4,305	Hyperion Therapeutics, Inc. (a)		108,572
	4,985	Incyte Corp. (a)		244,514
	6,100	Ironwood Pharmaceuticals, Inc. - Class A (a)(b)		79,026
	2,260	Karyopharm Therapeutics, Inc. (a)(b)		78,964
	800	Kite Pharma, Inc. (a)(b)		22,800
	27,980	Navidea Biopharmaceuticals, Inc. (a)(b)		36,934
	21,990	Novavax, Inc. (a)(b)		91,698
	5,295	NPS Pharmaceuticals, Inc. (a)		137,670
	900	Otonomy, Inc. (a)		21,600
	3,960	Portola Pharmaceuticals, Inc. (a)		100,109
	2,590	PTC Therapeutics, Inc. (a)(b)		113,986
	345	Puma Biotechnology, Inc. (a)(b)		82,307
	1,485	Seattle Genetics, Inc. (a)		55,212
	800	Synageva BioPharma Corp. (a)		55,024
	5,555	TESARO, Inc. (a)(b)		149,541
	5,300	Trevena, Inc. (a)		34,026
	800	Ultragenyx Pharmaceutical, Inc. (a)		45,280
	400	Versartis, Inc. (a)(b)		7,596
				3,463,625

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Building Products - 2.04%
	3,945	A. O. Smith Corp.	$	186,520
	3,350	Advanced Drain Systems, Inc. (a)		70,182
	3,100	Apogee Enterprises, Inc.		123,380
	5,180	Armstrong World Industries, Inc. (a)		290,080
	4,493	Masonite International Corp. (a)(b)		248,822
	16,900	Owens Corning, Inc.		536,575
				1,455,559
		Capital Markets - 1.13%
	1,400	Artisan Partners Asset Management, Inc. - Class A		72,870
	4,450	Lazard Ltd. - ADR		225,615
	1,450	Legg Mason, Inc.		74,182
	3,485	Raymond James Financial, Inc.		186,726
	675	Virtus Investment Partners, Inc.		117,247
	11,875	WisdomTree Investments, Inc. (a)(b)		135,138
				811,778
		Chemicals - 1.30%
	4,200	Advanced Emissions Solutions, Inc. (a)		89,334
	9,575	Cabot Corp.		486,123
	5,710	Celanese Corp. - Series A		334,149
	2,790	Senomyx, Inc. (a)(b)		22,878
				932,484
		Commercial Services & Supplies - 0.89%
	11,810	Clean Harbors, Inc. (a)(b)		636,795
		Communications Equipment - 2.78%
	17,040	Aruba Networks, Inc. (a)		367,723
	7,600	Ciena Corp. (a)(b)		127,072
	5,070	F5 Networks, Inc. (a)		602,012
	23,200	Ruckus Wireless, Inc. (a)		309,952
	128,780	Sonus Networks, Inc. (a)		440,427
	3,705	Ubiquiti Networks, Inc. (a)(b)		139,049
				1,986,235
		Construction & Engineering - 0.81%
	8,765	AECOM Technology Corp. (a)(b)		295,819
	4,885	URS Corp.		281,425
				577,244

Number of Shares			Value
		Construction Materials - 1.51%
	2,730	Eagle Materials, Inc.	$	277,996
	41,305	Headwaters, Inc. (a)		517,965
	2,190	Martin Marietta Materials, Inc.		282,378
				1,078,339
		Containers & Packaging - 3.29%
	7,485	Ball Corp.		473,576
	11,750	Crown Holdings, Inc. (a)		523,110
	82,150	Graphic Packaging Holding Co. (a)		1,021,124
	12,730	Owens-Illinois, Inc. (a)		331,617
				2,349,427
		Diversified Financial Services - 0.19%
	2,860	MSCI, Inc. (a)		134,477
		Electric Utilities - 2.32%
	6,495	IDACORP, Inc.		348,197
	7,560	NRG Yield, Inc. - Class A (b)		355,698
	16,795	OGE Energy Corp.		623,264
	6,085	Pinnacle West Capital Corp.		332,484
				1,659,643
		Electrical Equipment - 2.05%
	2,886	Acuity Brands, Inc.		339,711
	15,650	Generac Holdings, Inc. (a)(b)		634,451
	10,085	GrafTech International Ltd. (a)(b)		46,189
	3,700	Hubbell, Inc. - Class B		445,961
				1,466,312
		Electronic Equipment & Instruments - 0.73%
	9,490	Rogers Corp. (a)		519,672
		Energy Equipment & Services - 1.44%
	30,715	Aspen Aerogels, Inc. (a)(b)		309,607
	7,995	Nabors Industries Ltd.		181,966
	12,280	Patterson-UTI Energy, Inc.		399,469
	4,245	Superior Energy Services, Inc.		139,533
				1,030,575
		Food Products - 0.93%
	3,020	Ingredion, Inc.		228,886
	2,015	Lifeway Foods, Inc. (a)(b)		27,948
	2,915	Limoneira Co. (b)		69,056
	6,230	Post Holdings, Inc. (a)(b)		206,712
	5,130	Snyder’s-Lance, Inc.		135,945
				668,547

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Gas Utilities - 0.25%
	3,750	Southwest Gas Corp.	$	182,175
		Health Care Equipment & Supplies - 3.19%
	19,670	AtriCure, Inc. (a)(b)		289,543
	8,360	CareFusion Corp. (a)		378,290
	16,700	Globus Medical, Inc. - Class A (a)		328,489
	4,700	HeartWare International, Inc. (a)		364,861
	10,000	Ocular Therapeutix, Inc. (a)		149,700
	18,130	Quidel Corp. (a)(b)		487,153
	19,330	TriVascular Technologies, Inc. (a)(b)		279,898
				2,277,934
		Health Care Providers & Services - 2.03%
	7,763	Acadia Healthcare Co., Inc. (a)		376,505
	9,816	Envision Healthcare Holdings, Inc. (a)		340,419
	5,719	LifePoint Hospitals, Inc. (a)		395,698
	5,565	WellCare Health Plans, Inc. (a)		335,792
				1,448,414
		Health Care Technology - 1.48%
	19,782	Allscripts Healthcare Solutions, Inc. (a)		265,375
	2,900	athenahealth, Inc. (a)(b)		381,901
	15,804	IMS Health Holdings, Inc. (a)(b)		413,907
				1,061,183
		Hotels, Restaurants & Leisure - 1.92%
	3,890	Churchill Downs, Inc. (b)		379,275
	2,880	Dunkin’ Brands Group, Inc.		129,082
	2,965	Noodles & Co. - Class A (a)(b)		56,898
	10,970	Norwegian Cruise Line Holdings Ltd. (a)(b)		395,139
	640	Panera Bread Co. - Class A (a)		104,141
	4,460	Papa Johns International, Inc.		178,355
	4,335	Zoe’s Kitchen, Inc. (a)		133,345
				1,376,235
		Household Durables - 2.36%
	18,005	Blyth, Inc. (b)		146,201
	7,173	Lennar Corp. - Class A (b)		278,527
	16,550	M/I Homes, Inc. (a)(b)		328,021
	25,575	Standard Pacific Corp. (a)(b)		191,557

Number of Shares			Value
		Household Durables (Continued)
	20,495	Taylor Morrison Home Corp. - Class A (a)	$	332,429
	7,305	Tempur Sealy International, Inc. (a)		410,322
				1,687,057
		Household Products - 0.27%
	885	Energizer Holdings, Inc.		109,041
	965	Spectrum Brands Holdings, Inc.		87,361
				196,402
		Independent Power and Renewable Electricity Producers - 0.38%
	8,760	Pattern Energy Group, Inc. - Class A		270,859
		Insurance - 4.01%
	10,265	Argo Group International Holdings, Ltd.		516,432
	6,440	Arthur J. Gallagher & Co.		292,119
	24,784	Assured Guaranty Ltd.		549,214
	8,095	Brown & Brown, Inc.		260,254
	7,895	Fidelity & Guaranty Life		168,558
	10,060	Primerica, Inc.		485,093
	17,990	XL Group Plc		596,728
				2,868,398
		Internet & Catalog Retail - 0.96%
	6,405	HSN, Inc.		393,075
	7,725	Zulily, Inc. - Class A (a)(b)		292,700
				685,775
		Internet Software & Services - 1.85%
	3,100	Benefitfocus, Inc. (a)		83,514
	5,485	Demandware, Inc. (a)		279,296
	2,595	Envestnet, Inc. (a)		116,775
	9,090	Marketo, Inc. (a)(b)		293,607
	6,462	Xoom Corp. (a)		141,841
	5,970	Yelp, Inc. - Class A (a)		407,453
				1,322,486
		IT Services - 3.13%
	2,018	CACI International, Inc. - Class A (a)		143,823
	4,644	Cardtronics, Inc. (a)		163,469
	2,365	Euronet Worldwide, Inc. (a)		113,023

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		IT Services (Continued)
	14,770	Genpact Ltd. (a)	$	241,046
	4,230	Global Payments, Inc.		295,593
	11,620	Heartland Payment Systems, Inc. (b)		554,506
	6,580	WEX, Inc. (a)		725,906
				2,237,366
		Leisure Products - 0.52%
	5,480	Arctic Cat, Inc.		190,814
	4,300	Brunswick Corp.		181,202
				372,016
		Life Sciences Tools & Services - 0.64%
	2,699	Covance, Inc. (a)		212,411
	4,374	Quintiles Transnational Holdings, Inc. (a)		243,982
				456,393
		Machinery - 1.67%
	5,395	Colfax Corp. (a)		307,353
	7,970	Global Brass & Copper Holdings, Inc.		116,920
	5,065	IDEX Corp.		366,554
	10,685	Luxfer Holdings Plc - ADR		184,423
	5,480	Wabash National Corp. (a)(b)		72,994
	2,450	Watts Water Technologies, Inc. - Class A		142,712
				1,190,956
		Media - 1.38%
	5,495	DreamWorks Animation SKG, Inc. - Class A (a)		149,849
	15,130	IMAX Corp. (a)(b)		415,470
	20,210	Interpublic Group of Cos., Inc.		370,247
	2,243	Markit Ltd. (a)		52,374
				987,940
		Metals & Mining - 0.66%
	3,910	Allegheny Technologies, Inc.		145,061
	5,645	Commercial Metals Co.		96,360
	1,925	Reliance Steel & Aluminum Co.		131,670
	4,275	Steel Dynamics, Inc.		96,658
				469,749

Number of Shares			Value
		Multiline Retail - 0.18%
	3,235	Burlington Stores, Inc. (a)	$	128,947
		Multi-Utilities - 1.01%
	6,755	Alliant Energy Corp.		374,294
	9,175	Ameren Corp.		351,678
				725,972
		Oil & Gas - 3.72%
	7,335	Athlon Energy, Inc. (a)		427,117
	3,300	Bonanza Creek Energy, Inc. (a)		187,770
	8,995	CONSOL Energy, Inc.		340,551
	4,005	Diamondback Energy, Inc. (a)		299,494
	8,540	Eclipse Resources Corp. (a)		141,935
	3,715	Energen Corp.		268,371
	2,670	Gulfport Energy Corp. (a)		142,578
	15,425	Laredo Petroleum, Inc. (a)(b)		345,674
	2,790	RSP Permian, Inc. (a)		71,312
	5,225	SemGroup Corp. - Class A		435,086
				2,659,888
		Paper & Forest Products - 0.58%
	13,690	Boise Cascade Co. (a)		412,617
		Personal Products - 0.33%
	1,920	Coty, Inc. - Class A		31,776
	4,585	Nu Skin Enterprises, Inc. - Class A (b)		206,463
				238,239
		Pharmaceuticals - 0.86%
	4,000	Achaogen, Inc. (a)		35,840
	7,620	Aerie Pharmaceuticals, Inc. (a)		157,658
	4,277	Intersect ENT, Inc. (a)		66,294
	7,655	Prestige Brands Holdings, Inc. (a)		247,792
	5,100	Relypsa, Inc. (a)(b)		107,559
				615,143
		Professional Services - 3.42%
	6,310	Equifax, Inc.		471,609
	8,380	Huron Consulting Group, Inc. (a)(b)		510,929
	7,150	ManpowerGroup, Inc.		501,215
	12,350	Robert Half International, Inc.		605,150
	3,305	TriNet Group, Inc. (a)		85,104
	5,935	WageWorks, Inc. (a)		270,220
				2,444,227

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of Shares			Value
		COMMON STOCKS (Continued)
		Real Estate Management & Development - 0.46%
	13,640	Kennedy-Wilson Holdings, Inc.	$	326,814
		Road & Rail - 1.47%
	2,390	Celadon Group, Inc.		46,485
	2,760	Con-Way, Inc.		131,100
	1,210	Genesee & Wyoming, Inc. - Class A (a)		115,325
	1,795	J.B. Hunt Transport Services, Inc.		132,920
	2,500	Knight Transportation, Inc.		68,475
	2,865	Landstar System, Inc.		206,824
	2,640	Old Dominion Freight Line, Inc. (a)		186,490
	7,675	Swift Transportation Co. - Class A (a)(b)		161,022
				1,048,641
		Semiconductor & Semiconductor Equipment - 3.35%
	8,360	Applied Micro Circuits Corp. (a)		58,520
	2,360	First Solar, Inc. (a)		155,312
	24,190	Freescale Semiconductor Ltd. (a)(b)		472,431
	5,810	International Rectifier Corp. (a)		227,984
	28,635	Lattice Semiconductor Corp. (a)		214,762
	5,315	Microsemi Corp. (a)		135,054
	9,505	MKS Instrument, Inc.		317,277
	6,100	Power Integrations, Inc.		328,851
	3,795	Silicon Laboratories, Inc. (a)		154,229
	5,815	SunEdison, Inc. (a)		109,787
	2,700	SunPower Corp. (a)(b)		91,476
	5,745	Ultratech, Inc. (a)(b)		130,699
				2,396,382
		Software - 2.20%
	7,255	Barracuda Networks, Inc. (a)		186,091
	8,225	Cadence Design System, Inc. (a)(b)		141,552
	420	FactSet Research Systems, Inc.		51,043
	5,840	FleetMatics Group Plc (a)(b)		178,120
	25,410	Mavenir Systems, Inc. (a)		319,150
	7,050	PTC, Inc. (a)		260,145
	7,855	Verint Systems, Inc. (a)		436,816
				1,572,917

Number of Shares			Value
		Specialty Retail - 3.06%
	4,505	Advance Auto Parts, Inc.	$	587,001
	12,150	Chico’s FAS, Inc.		179,455
	4,280	DSW, Inc.		128,871
	12,590	Five Below, Inc. (a)(b)		498,690
	5,367	Signet Jewelers Ltd.		611,355
	4,895	Urban Outfitters, Inc. (a)		179,647
				2,185,019
		Technology Hardware, Storage & Peripherals - 0.38%
	2,225	Stratasys Ltd. (a)(b)		268,736
		Textiles, Apparel & Luxury Goods - 1.57%
	1,950	Carter, Inc.		151,164
	1,025	Deckers Outdoor Corp. (a)		99,609
	2,345	Hanesbrands, Inc.		251,947
	2,355	Skechers U.S.A., Inc. (a)		125,545
	12,360	Tumi Holdings, Inc. (a)		251,526
	8,115	Vince Holding Corp. (a)		245,560
				1,125,351
		Trading Companies & Distributors - 0.71%
	15,805	Houston Wire & Cable Co.		189,344
	4,075	WESCO International, Inc. (a)(b)		318,909
				508,253
		Water Utilities - 0.68%
	10,020	American Water Works Co., Inc.		483,265
		Total Common Stocks (Cost $61,677,825)		63,461,211
		INVESTMENT COMPANIES - 2.93%
		Capital Markets - 0.28%
	20,200	GSV Capital Corp. (a)(b)		202,202
		Exchange Traded Funds - 2.65%
	17,315	iShares Russell 2000 Index Fund (b)		1,893,395
		Total Investment Companies (Cost $2,136,378)		2,095,597
		REAL ESTATE INVESTMENT TRUSTS - 8.00%
		Real Estate Investment Trusts - 8.00%
	835	Alexander’s, Inc. (b)		312,215
	7,400	CoreSite Realty Corp.		243,238
	35,270	Cousins Properties, Inc.		421,476
	21,640	Douglas Emmett, Inc. (b)		555,499
	10,960	Equity Lifestyle Properties, Inc.		464,266

See notes to financial statements.

GuideMark^SMSmall/Mid Cap Core Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of Shares			Value
		REAL ESTATE INVESTMENT TRUSTS (Continued)
		Real Estate Investment Trusts (Continued)
	6,145	Extra Space Storage, Inc.	$	316,898
	4,970	Federal Realty Investment Trust (b)		588,746
	11,285	Kite Realty Group Trust		273,548
	24,500	MFA Financial, Inc.		190,610
	17,330	Pebblebrook Hotel Trust		647,102
	5,595	Post Properties, Inc.		287,247
	6,470	PS Business Parks, Inc.		492,626
	20,110	RLJ Lodging Trust		572,532
	3,520	SL Green Realty Corp. (b)		356,646
		Total Real Estate Investment Trusts (Cost $5,228,053)		5,722,649
		SHORT TERM INVESTMENTS - 1.35%
		Money Market Funds - 1.35%
	961,415	Federated Prime Obligations Fund Effective Yield, 0.03%		961,415
		Total Short Term Investments (Cost $961,415)		961,415

Number of Shares			Value
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 15.47%
		Money Market Funds - 15.47%
	11,059,831	Mount Vernon Prime Portfolio Effective Yield, 0.18%	$	11,059,831
		Total Investments Purchased as Securities Lending Collateral (Cost $11,059,831)		11,059,831
		Total Investments (Cost $81,063,502) - 116.51%		83,300,703
		Liabilities in Excess of Other Assets - (16.51)%		(11,804,940	)
		TOTAL NET ASSETS - 100.00%	$	71,495,763


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^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Number of
Shares			Value
		COMMON STOCKS - 91.79%
		Australia - 4.47%
	30,606	Ansell Ltd.	$	520,635
	106,437	Australia and New Zealand Banking Group Ltd.		2,877,223
	27,816	BHP Billiton, Ltd.		819,835
	18,556	Commonwealth Bank of Australia		1,221,775
	11,083	CSL Ltd.		718,464
	7,635	Flight Centre Travel Group Ltd.		285,579
	25,110	Macquarie Group Ltd.		1,263,520
	298,914	Mirvac Group		449,645
	34,904	Oil Search Ltd.		272,419
	41,067	Rio Tinto Ltd.		2,138,606
	1	SCA Property Group		2
	30,271	Seek Ltd.		428,299
	120,983	Sydney Airport		451,695
	206,794	Telstra Corp. Ltd.		959,478
	175,125	Westfield Corp. (a)		1,141,124
	23,428	Woodside Petroleum Ltd.		831,873
	41,213	Woolworths Ltd.		1,234,084
				15,614,256
		Austria - 0.14%
	9,200	Andritz AG		489,861
		Belgium - 1.23%
	27,277	Anheuser-Busch InBev SA		3,024,977
	18,253	KBC Groep NV (a)		968,985
	3,500	UCB SA		317,148
				4,311,110
		Brazil - 1.22%
	68,100	Ambev SA		448,204
	64,900	BB Seguridade Participacoes SA		856,142
	15,000	Cielo SA		244,081
	36,500	Cosan SA Industria e Comercio		581,554
	115,600	Kroton Educacional SA		726,352
	19,400	Natura Cosmeticos SA		294,834
	100	Petroleo Brasileiro SA		711
	33,700	Smiles SA		534,739
	47,830	WEG SA		559,442
				4,246,059
		Canada - 7.37%
	42,000	Alamos Gold, Inc. (a)		334,890
	20,500	Alimentation Couche-Tard, Inc.		655,480

Number of
Shares			Value
		Canada (Continued)
	36,600	Canadian Natural Resources Ltd.	$	1,421,908
	6,000	Canadian Pacific Railway Ltd.		1,245,216
	27,900	Catamaran Corp. (a)		1,175,091
	29,500	CGI Group, Inc. (a)		996,723
	29,300	Eldorado Gold Corp.		197,522
	22,200	First Quantum Minerals Ltd.		428,559
	13,500	Franco Nevada Corp.		662,614
	11,600	Gildan Activewear, Inc.		634,611
	8,300	Imperial Oil Ltd.		392,118
	10,700	Industrial Alliance Insurance & Financial Services, Inc.		443,019
	11,700	Keyera Corp.		942,623
	12,600	Magna International, Inc.		1,195,928
	67,900	Manulife Financial Corp.		1,305,921
	5,700	Methanex Corp.		380,492
	5,300	NovaTek OAO		552,139
	17,700	Peyto Exploration & Development Corp.		558,523
	38,300	Potash Corp. of Saskatchewan, Inc.		1,326,197
	22,000	Quebecor, Inc. - Class B		552,775
	13,400	Rogers Communications, Inc. - Class B		501,565
	41,200	Royal Bank of Canada		2,944,828
	59,400	Suncor Energy, Inc.		2,149,634
	60,500	Toronto-Dominion Bank		2,985,700
	11,000	Tourmaline Oil Corp. (a)		487,459
	2,900	Valeant Pharmaceuticals International, Inc. (a)		379,995
	10,000	Vermilion Energy, Inc.		608,777
	6,300	West Fraser Timber Co., Ltd.		307,983
				25,768,290
		Cayman Islands - 0.74%
	6,000	Alibaba Group Holdings Ltd. - ADR (a)		533,100
	169,500	Lifestyle International Holdings Ltd.		318,705
	13,200	Qunar Cayman Islands Ltd. - Class B - ADR (a)		364,980
	175,800	Sands China Ltd.		917,114
	13,000	TAL Education Group - ADR (a)(b)		454,220
				2,588,119

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Chile - 0.16%
	1,965,776	Banco de Chile	$	242,364
	5,493,391	Banco Santander Chile		306,534
				548,898
		China - 1.76%
	340,000	Angang Steel Co., Ltd.		214,336
	1,138,000	Bank of China Ltd.		509,806
	822,000	Beijing Jingneng Clean Energy Co., Ltd.		351,323
	1,211,000	China Construction Bank Corp.		846,904
	321,000	China Pacific Insurance Group Co., Ltd.		1,127,902
	281,000	China Petroleum & Chemical Corp.		245,775
	111,500	Great Wall Motor Co., Ltd.		432,112
	1,074,000	PetroChina Co.		1,376,496
	398,000	PICC Property & Casualty Co., Ltd.		705,985
	19,000	Ping An Insurance Group Co. of China, Ltd.		142,555
	60,000	Shanghai Fosun Pharmaceutical Group Co., Ltd.		193,068
				6,146,262
		Czech Republic - 0.17%
	2,515	Komercni Banka AS		598,207
		Denmark - 1.39%
	372	A.P. Moller - Maersk Group - Series B		881,210
	31,145	Danske Bank A/S		844,271
	44,460	Novo Nordisk AS - Series B		2,116,820
	26,400	Vestas Wind Systems AS (a)		1,029,274
				4,871,575
		Egypt - 0.06%
	29,300	Commercial International Bank Egypt SAE - ADR		204,807
		Finland - 0.74%
	197,600	Nokia OYJ		1,677,847
	19,100	Sampo OYJ - Series A		923,517
				2,601,364
		France - 6.66%
	5,500	Air Liquide SA		670,568
	5,914	Atos SA		428,270

Number of
Shares			Value
		France (Continued)
	63,100	AXA SA	$	1,554,323
	25,903	BNP Paribas SA		1,719,145
	29,807	Carrefour SA		920,578
	24,200	Compagnie de Saint-Gobain SA		1,105,740
	88,300	GDF Suez SA		2,214,617
	2,518	Iliad SA		531,176
	2,650	Kering SA		534,295
	16,200	Legrand SA		841,813
	3,452	LVMH Moet Hennessy Louis Vuitton SA		560,546
	68,600	Orange SA		1,023,697
	7,200	Renault SA		520,849
	23,100	Rexel SA		431,389
	17,630	Safran SA		1,143,025
	21,704	Sanofi-Aventis SA		2,454,099
	23,028	Societe Generale SA		1,174,616
	6,000	Sodexo SA		586,932
	75,215	Total SA		4,870,506
				23,286,184
		Germany - 4.66%
	8,600	Adidas AG		641,696
	6,460	Allianz SE		1,042,856
	13,600	Altice SA (a)		720,256
	26,117	Bayer AG		3,633,893
	13,112	Bayerische Motoren Werke AG		1,401,343
	5,400	Continental AG		1,022,912
	18,100	Drillisch AG		606,578
	30,776	E.ON AG		562,024
	17,700	Fresenius SE & Co. KGaA		873,835
	18,251	GEA Group AG		792,894
	16,932	HeidelbergCement AG		1,114,483
	7,777	Henkel AG & Co. KGaA		725,237
	22,703	Osram Licht AG (a)		842,324
	34,300	RWE AG		1,334,982
	8,006	Siemens AG		952,655
				16,267,968
		Greece - 0.14%
	36,300	OPAP SA		476,010
		Hong Kong - 3.94%
	383,000	AIA Group Ltd.		1,976,565
	59,100	ASM Pacific Technology, Ltd.		584,503
	210,500	BOC Hong Kong Holdings Ltd.		670,104
	45,500	China Mobile Ltd.		532,464

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Hong Kong (Continued)
	292,000	CNOOC Ltd.	$	503,574
	754,000	CSR Corp. Ltd.		662,812
	528,000	CT Environmental Group, Ltd.		450,842
	1,997,000	GCL-Poly Energy Holdings Ltd. (a)		731,996
	461,380	HKT Trust and HKT, Ltd.		556,060
	20,200	Hong Kong Exchange & Clearing Ltd.		434,780
	94,000	Hongkong Land Holdings Ltd.		638,893
	720,000	Huadian Fuxin Energy Corp., Ltd.		421,801
	73,000	Hysan Development Co., Ltd.		336,821
	1,058,000	Industrial & Commercial Bank of China		661,257
	773,754	Noble Group Ltd.		786,645
	499,000	PCCW Ltd.		313,608
	1,063,000	Sinotrans Ltd.		771,462
	132,500	Techtronic Industries Co., Ltd.		382,080
	120,200	Tencent Holdings, Ltd.		1,788,750
	208,000	Tingyi Cayman Islands Holding Corp.		546,427
				13,751,444
		India - 1.82%
	44,000	Axis Bank Ltd.		269,087
	170,000	Bharti Infratel Ltd.		809,689
	1,500	Eicher Motors Ltd.		290,490
	34,854	HDFC Bank Ltd.		489,873
	61,000	Housing Development Finance Corp., Ltd.		1,039,665
	148,000	ITC Ltd.		885,306
	34,000	Lupin Ltd.		767,301
	11,000	Mahindra & Mahindra Ltd.		241,574
	86,000	Motherson Sumi Systems Ltd.		549,413
	101,858	Petronet LNG Ltd.		309,558
	97,896	Tata Steel Ltd.		725,043
				6,376,999
		Indonesia - 0.37%
	1,502,100	PT Bank Rakyat Indonesia (Persero) Tbk		1,284,093
		Ireland - 0.60%
	1,355,500	Bank of Ireland (a)		530,594
	27,900	CRH Plc		633,621

Number of
Shares			Value
		Ireland (Continued)
	88,888	James Hardie Industries Plc	$	929,968
				2,094,183
		Israel - 0.44%
	184,100	Bezeq the Israel Telecommunication Corp. Ltd.		317,798
	1,300	Teva Pharmaceutical Industries, Ltd.		69,966
	21,300	Teva Pharmaceutical Industries, Ltd. - ADR		1,144,875
				1,532,639
		Italy - 1.43%
	31,900	Assicurazioni Generali SpA		668,854
	111,100	Finmeccanica SpA (a)		1,075,112
	529,700	Intesa Sanpaolo SpA		1,599,028
	918,200	Telecom Italia SpA (a)		1,050,221
	70,647	UBI Banca SpA		590,464
				4,983,679
		Japan - 14.21%
	4,300	ABC-Mart, Inc.		219,619
	86,800	Acom Co., Ltd.		290,370
	18,410	AEON Mall Co., Ltd.		351,690
	5,000	Asahi Kasei Corp.		40,662
	123,800	Astellas Pharma, Inc.		1,843,825
	17,900	Bridgestone Corp.		592,042
	30,000	Chiyoda Corp.		331,755
	12,800	Denso Corp.		590,544
	12,900	Dentsu, Inc.		491,364
	9,100	Don Quijote Co., Ltd.		522,226
	19,700	East Japan Railway Co.		1,475,584
	14,700	Fuji Heavy Industries Ltd.		486,962
	32,300	Fuji Media Holdings, Inc.		480,505
	89,000	Fujitsu Ltd.		547,757
	20,600	Hitachi Construction Machinery Co., Ltd.		414,728
	167,000	Hitachi Ltd.		1,275,885
	28,000	Hitachi Metals Ltd.		504,688
	20,300	Hoya Corp.		681,679
	99,000	IHI Corp.		513,052
	17,800	Iida Group Holdings Co., Ltd.		217,721
	41,800	Inpex Corp.		590,972
	78,500	ITOCHU Corp.		958,720
	46,500	Japan Tobacco, Inc.		1,511,037

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Japan (Continued)
	25,300	JSR Corp.	$	441,532
	21,200	JTEKT Corp.		355,344
	66,500	JX Holdings, Inc.		306,616
	51,000	Kawasaki Heavy Industries Ltd.		203,900
	29,000	KDDI Corp.		1,744,531
	1,600	Keyence Corp.		694,698
	32,400	Komatsu Ltd.		748,801
	14,000	Kubota Corp.		221,667
	33,300	Kuraray Co., Ltd.		391,169
	8,600	Makita Corp.		485,829
	31,400	Mazda Motor Corp.		789,851
	10,700	Miraca Holdings, Inc.		442,798
	122,000	Mitsubishi Electric Corp.		1,626,405
	388,700	Mitsubishi UFJ Financial Group, Inc.		2,190,602
	76,600	Mitsubishi UFJ Lease & Finance Co., Ltd.		400,606
	40,000	Mitsui Fudosan Co., Ltd.		1,227,537
	8,900	Murata Manufacturing Co., Ltd.		1,011,622
	135,000	NEC Corp.		466,611
	26,000	NGK Insulators Ltd.		619,754
	11,200	Nidec Corp.		756,864
	1,900	Nintendo Co., Ltd.		206,964
	11,700	Nitori Holdings Co., Ltd.		724,877
	107,400	Nomura Holdings, Inc.		638,960
	18,200	Olympus Corp.		652,665
	15,800	OMRON Corp.		718,078
	86,400	ORIX Corp.		1,192,791
	15,200	Osaka Securities Exchange Co., Ltd.		360,793
	35,900	Rakuten, Inc.		413,262
	35,100	Ricoh Co., Ltd.		377,091
	4,700	Santen Pharmaceutical Co., Ltd.		263,205
	14,100	Seiko Epson Corp.		679,379
	33,200	Seven & I Holdings Co., Ltd.		1,287,709
	136,100	Seven Bank Ltd.		554,656
	5,500	Shin-Etsu Chemical Co., Ltd.		360,356
	20,000	Softbank Corp.		1,396,978
	35,300	Sony Financial Holdings, Inc.		570,972
	193,000	Sumitomo Mitsui Trust Holdings, Inc.		803,547

Number of
Shares			Value
		Japan (Continued)
	17,000	Sumitomo Realty & Development Co., Ltd.	$	605,668
	3,100	Suruga Bank Ltd.		61,851
	24,500	Suzuki Motor Corp.		812,548
	13,000	TDK Corp.		727,223
	27,200	Tohoku Electric Power Co., Inc.		309,138
	20,700	Tokio Marine Holdings, Inc.		642,271
	190,000	Toshiba Corp.		882,015
	63,800	Toyota Motor Corp.		3,753,940
	30,500	Yamaha Motor Co., Ltd.		597,643
				49,654,704
		Luxembourg - 0.11%
	4,300	RTL Group SA		368,193
		Malaysia - 0.39%
	343,700	Gamuda Bhd		505,108
	144,915	Malayan Banking Berhad		439,939
	824,300	YTL Corp.		422,069
				1,367,116
		Mexico - 0.95%
	703,700	America Movil SAB de CV		887,059
	179,500	Bolsa Mexicana de Valores, SAB de CV - Series A		385,717
	52,000	Fomento Economico Mexicano SAB de CV		478,204
	93,800	Grupo Aeroportuario del Pacifico SAB de CV - Series B		632,201
	203,100	Grupo Mexico SAB de CV - Series B		682,469
	18,100	Promotora y Operadora de Infraestructura SAB de CV (a)		247,757
				3,313,407
		Netherlands - 2.48%
	167,900	AEGON NV		1,382,531
	12,600	European Aeronautic Defense & Space Co. NV		792,046
	119,400	ING Groep NV (a)		1,697,186
	16,000	Koninklijke DSM NV		986,541
	286,437	Koninklijke KPN NV (a)		917,069
	21,650	Reed Elsevier NV		491,162
	60,149	Unilever NV		2,387,035
				8,653,570

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Norway - 0.17%
	20,400	Statoil ASA	$	555,406
	1,120	Telenor ASA		24,581
				579,987
		Philippines - 0.31%
	1,530,900	Alliance Global Group, Inc.		885,017
	109,440	Metropolitan Bank & Trust Co.		211,495
				1,096,512
		Poland - 0.21%
	19,860	Bank Handlowy w Warszawie SA		747,903
		Republic of Korea - 3.59%
	211	Amorepacific Corp.		477,576
	4,472	CJ Korea Express Co., Ltd. (a)		709,241
	6,760	Coway Co., Ltd.		539,141
	6,716	Dongbu Insurance Co., Ltd.		377,852
	5,346	Hyundai Motor Co.		963,206
	1,930	Hyundai Wia Corp.		392,717
	6,089	KB Financial Group, Inc.		221,980
	3,202	KEPCO Plant Service & Engineering Co., Ltd.		253,354
	17,234	Korea Electric Power Corp.		783,297
	2,566	LG Chemical Ltd.		621,130
	1,331	LG Household & Health Care Ltd.		638,730
	2,361	Medy-Tox, Inc.		500,021
	1,230	Naver Corp.		939,569
	3,363	POSCO		1,034,435
	2,063	Samsung Electronics Co., Ltd.		2,310,575
	20,464	SK Hynix, Inc. (a)		905,759
	3,238	SK Telecom Co., Ltd.		890,750
				12,559,333
		Russian Federation - 0.86%
	27,990	Eurasia Drilling Co., Ltd.		794,916
	11,800	Gazprom OAO (c)		82,756
	3,900	Gazprom OAO (d)		13,529
	46,891	Gazprom OAO - ADR		327,299
	2,290	Magnit OJSC		572,621
	31,600	MMC Norilsk Nickel OJSC - ADR		587,175
	324,440	Sberbank Of Russia		616,874
				2,995,170
		Singapore - 0.88%
	49,000	DBS Group Holdings Ltd.		706,704
	99,000	Global Logistic Properties Ltd.		210,138

Number of
Shares			Value
		Singapore (Continued)
	62,000	Keppel Corp. Ltd.	$	509,973
	28,000	Oversea-Chinese Banking Corp. Ltd.		213,593
	82,581	United Overseas Bank Ltd.		1,447,704
				3,088,112
		South Africa - 1.54%
	24,100	AngloGold Ashanti Ltd. (a)		291,318
	32,552	Barclays Africa Group Ltd.		443,809
	38,200	MTN Group Ltd.		805,378
	129,100	Nampak Ltd.		470,282
	11,390	Naspers Ltd.		1,247,473
	199,300	Netcare Ltd.		557,098
	12,300	Sasol Ltd.		667,104
	20,500	Standard Bank Group Ltd.		236,891
	136,900	Telkom SA SOC Ltd. (a)		661,494
				5,380,847
		Spain - 1.74%
	17,800	ACS, Actividades de Construccion y Servicios, S.A.		682,269
	45,500	Amadeus IT Holding SA		1,698,583
	156,109	CaixaBank SA		949,228
	184,299	Iberdrola SA		1,317,357
	30,890	Inditex de Diseno Textil SA		852,683
	96,900	International Consolidated Airlines Group SA (a)		576,298
				6,076,418
		Sweden - 2.15%
	22,400	Assa Abloy AB - Series B		1,151,082
	41,347	H & M Hennes & Mauritz AB - Series B		1,709,699
	162,200	Nordea Bank AB		2,102,664
	39,900	Svenska Cellulosa AB - Series B		948,068
	16,200	Svenska Handelsbanken AB - Series A		758,671
	34,200	Swedbank AB - Series A		857,583
				7,527,767
		Switzerland - 6.09%
	9,040	Adecco SA		611,113
	14,195	Cie Financiere Richemont SA		1,160,316
	63,225	Nestle SA		4,646,470
	35,534	Novartis AG		3,346,179
	17,878	Roche Holding AG		5,279,429

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Switzerland (Continued)
	2,270	Swisscom AG	$	1,286,711
	4,243	Syngenta AG		1,343,528
	135,711	UBS AG		2,359,041
	4,183	Zurich Financial Services AG		1,244,873
				21,277,660
		Taiwan - 2.02%
	759,057	Cathay Financial Holding Co., Ltd.		1,233,760
	129,000	Delta Electronics, Inc.		814,928
	687	Eclat Textile Co., Ltd.		6,239
	428,000	Fubon Financial Holding Co., Ltd.		655,850
	14,000	Hermes Microvision, Inc.		582,366
	231,000	Hon Hai Precision Industry Co., Ltd.		727,590
	34,000	MediaTek, Inc.		503,530
	57,750	Merida Industry Co., Ltd.		402,101
	534,000	Taiwan Semiconductor Manufacturing Co., Ltd.		2,125,923
				7,052,287
		Thailand - 0.44%
	138,600	Intouch Holdings PCL		309,370
	148,000	Kasikornbank PCL		1,065,292
	47,000	Total Access Communication PCL		152,014
				1,526,676
		Turkey - 0.29%
	74,811	Aygaz AS		305,355
	9,500	Tupras Turkiye Petrol Rafinerileri AS		191,171
	87,900	Turkiye Halk Bankasi AS		528,810
				1,025,336
		United Kingdom - 13.85%
	40,200	Anglo American Plc		896,526
	30,874	AstraZeneca Plc		2,212,505
	79,200	BAE Systems Plc		602,841
	231,731	Barclays Plc		852,344
	51,400	Barratt Developments Plc		328,687
	172,333	BG Group Plc		3,181,393
	32,951	BHP Billiton Plc		911,439
	44,090	British American Tobacco Plc		2,484,482
	169,200	BT Group Plc		1,037,868
	13,500	Bunzl Plc		351,261

Number of
Shares			Value
		United Kingdom (Continued)
	19,200	Burberry Group Plc	$	468,326
	30,000	Capita Plc		564,759
	28,986	Diageo Plc		836,013
	102,200	Direct Line Insurance Group Plc		486,407
	38,200	Drax Group Plc		399,051
	55,300	GlaxoSmithKline Plc		1,263,273
	23,246	Hikma Pharmaceuticals Plc		651,240
	127,100	HSBC Holdings Plc		1,291,491
	37,962	Imperial Tobacco Group Plc		1,634,480
	13,846	InterContinental Hotels Group Plc		533,922
	514,300	ITV Plc		1,726,842
	2,001,700	Lloyds Banking Group Plc (a)		2,490,237
	21,254	London Stock Exchange Group Plc		641,385
	46,042	Meggitt Plc		335,829
	20,900	Mondi Plc		340,847
	71,700	National Grid Plc		1,030,674
	69,261	Prudential Plc		1,539,756
	5,700	Randgold Resources Ltd.		386,411
	9,400	Reckitt Benckiser Group Plc		812,697
	57,500	Rio Tinto Plc		2,817,475
	59,500	Rolls-Royce Holdings Plc (a)		926,031
	123,076	Royal Dutch Shell Plc, Class A		4,703,985
	26,889	SABMiller Plc		1,490,122
	12,900	Schroders Plc		498,080
	54,700	St. James’s Place Plc		645,070
	109,918	Standard Chartered Plc		2,027,409
	412,700	Taylor Wimpey Plc		750,834
	16,700	Travis Perkins Plc		448,686
	32,100	Tullow Oil Plc		334,675
	28,540	Unilever Plc		1,194,618
	530,824	Vodafone Group Plc		1,749,174
	7,961	Whitbread Plc		534,943
				48,414,088
		Total Common Stocks (Cost $286,385,578)		320,747,093
		PREFERRED STOCKS - 1.74%
		Brazil - 1.06%
	31,170	Banco Bradesco SA		445,695
	140,200	Braskem SA		923,307
	19,800	Cia Brasileira de Distribuicao Grupo Pao de Acucar		868,037
	72,999	Itau Unibanco Holding SA		1,018,154

See notes to financial statements.

GuideMark^SMWorld ex-US Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of
Shares			Value
		PREFERRED STOCKS (Continued)
		Brazil (Continued)
	57,700	Petroleo Brasileiro SA	$	429,022
				3,684,215
		Colombia - 0.14%
	8,830	Bancolombia SA - ADR (b)		500,838
		Germany - 0.54%
	9,129	Volkswagen AG		1,885,222
		Total Preferred Stocks (Cost $6,213,247)		6,070,275
		REAL ESTATE INVESTMENT TRUSTS - 0.35%
		France - 0.19%
	2,600	Unibail-Rodamco SE		668,613
		United Kingdom - 0.16%
	48,603	British Land Co. Plc		552,291
		Total Real Estate Investment Trusts (Cost $1,058,230)		1,220,904
		RIGHTS - 0.00%
		Spain - 0.00%
	1,715	Caixabank SA (a)		9,856
		Total Rights (Cost $10,105)		9,856
		SHORT TERM INVESTMENTS - 5.74%
		Money Market Funds - 5.57%
	19,477,601	Federated Prime Obligations Fund Effective Yield, 0.03%		19,477,601

Principal
Amount
		U.S. Treasury Bill - 0.17%
		United States Treasury Bills
$	120,000	0.002%, 11/13/2014 (e)		119,997
	210,000	0.001%, 10/30/2014 (e)		209,995
	90,000	0.002%, 11/20/2014 (e)		89,998
	180,000	0.006%, 12/18/2014 (e)		179,995
				599,985

Principal
Amount			Value
		Total Short Term Investments (Cost $20,077,584)	$	20,077,586
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 0.07%
		Money Market Funds - 0.07%
$	251,976	Mount Vernon Prime Portfolio Effective Yield, 0.18%		251,976
		Total Investments Purchased as Securities Lending Collateral (Cost $251,976)		251,976
		Total Investments (Cost $313,996,720) - 99.69%		348,377,690
		Other Assets in Excess of Liabilities - 0.31%		1,075,918
		TOTAL NET
		ASSETS - 100.00%	$	349,453,608

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)	This security was purchased through more than one stock exchange and this line represents shares purchased through the London Stock Exchange
(d)	This security was purchased through more than one stock exchange and this line represents shares purchased through the Moscow Stock Exchange
(e)	Partially assigned as collateral for certain futures contracts.

Schedule of Open Futures Contracts

Description	Number of Contracts Purchased		Notional Value		Settlement Month	Unrealized Appreciation
mini MSCI EAFE Index Futures		104		9,566,440	Dec-14		$	(291,747	)
mini MSCI Emerging Markets Index Futures		58		2,907,830	Dec-14			(191,448	)
S&P / TSX 60 Index Futures		7		1,076,548	Dec-14			(39,162	)
							$	(522,357	)

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Number of
Shares			Value
		COMMON STOCKS - 94.88%
		Aerospace & Defense - 1.77%
	2,860	BE Aerospace, Inc. (a)	$	240,068
	18,385	United Technologies Corp.		1,941,456
				2,181,524
		Air Freight & Logistics - 2.11%
	47,830	Hub Group, Inc. - Class A (a)		1,938,550
	6,691	United Parcel Service, Inc. - Class B		657,658
				2,596,208
		Airlines - 0.49%
	12,790	United Continental Holdings, Inc. (a)		598,444
		Banks - 3.38%
	21,235	Citigroup, Inc. (b)		1,100,398
	10,119	PNC Financial Services Group, Inc.		865,984
	54,690	Popular, Inc. (a)		1,609,800
	13,873	U.S. Bancorp		580,308
				4,156,490
		Beverages - 2.64%
	7,844	Dr. Pepper Snapple Group, Inc.		504,448
	8,657	Molson Coors Brewing Co. - Class B		644,427
	22,593	PepsiCo, Inc.		2,103,182
				3,252,057
		Biotechnology - 2.14%
	11,180	Aegerion Pharmaceuticals, Inc. (a)(b)		373,188
	15,395	Celgene Corp. (a)(b)		1,459,138
	12,105	Cubist Pharmaceuticals, Inc. (a)(b)		803,046
				2,635,372
		Capital Markets - 2.02%
	4,445	Ameriprise Financial, Inc.		548,424
	1,218	BlackRock, Inc.		399,894
	28,160	Franklin Resources, Inc.		1,537,818
				2,486,136
		Chemicals - 1.75%
	7,270	Eastman Chemical Co.		588,070
	26,140	Huntsman Corp.		679,379
	2,779	Innophos Holdings, Inc.		153,095
	6,510	Monsanto Co. (b)		732,440
				2,152,984

Number of
Shares			Value
		Commercial Services & Supplies - 2.22%
	5,753	ABM Industries, Inc.	$	147,795
	14,880	Copart, Inc. (a)		465,967
	24,336	Iron Mountain, Inc. (b)		794,570
	13,505	Republic Services, Inc.		526,965
	22,714	The ADT Corp. (b)		805,439
				2,740,736
		Communications Equipment - 4.26%
	68,525	Cisco Systems, Inc.		1,724,774
	3,140	F5 Networks, Inc. (a)		372,844
	63,925	Juniper Networks, Inc.		1,415,939
	4,550	Palo Alto Networks, Inc. (a)		446,355
	17,181	QUALCOMM, Inc.		1,284,623
				5,244,535
		Computers & Peripherals - 5.25%
	34,845	Apple, Inc.		3,510,634
	15,575	International Business Machines Corp.		2,956,602
				6,467,236
		Containers & Packaging - 0.27%
	8,915	Bemis Company, Inc.		338,948
		Diversified Financial Services - 0.51%
	7,938	CME Group, Inc.		634,683
		Diversified Telecommunication Services - 1.30%
	32,019	Verizon Communications, Inc.		1,600,630
		Electrical Equipment - 0.84%
	11,290	AMETEK, Inc.		566,871
	7,530	Emerson Electric Co.		471,227
				1,038,098
		Electronic Equipment & Instruments - 0.39%
	6,390	FEI Co.		481,934
		Energy Equipment & Services - 1.82%
	6,273	Ensco Plc - Class A (b)		259,138
	9,820	Halliburton Co.		633,488
	17,775	National-Oilwell Varco, Inc.		1,352,677
				2,245,303
		Food & Staples Retailing - 0.83%
	18,547	SYSCO Corp.		703,858
	4,157	Wal-Mart Stores, Inc. (b)		317,886
				1,021,744

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Food Products - 0.59%
	14,150	B&G Foods, Inc. (b)	$	389,832
	8,045	Unilever Plc - ADR		337,086
				726,918
		Gas Utilities - 1.18%
	9,440	AmeriGas Partners, L.P.		430,653
	14,602	National Fuel Gas Co. (b)		1,021,994
				1,452,647
		Health Care Equipment & Supplies - 3.49%
	29,120	Alere, Inc. (a)		1,129,274
	3,904	Becton, Dickinson & Co.		444,314
	182,645	Boston Scientific Corp. (a)		2,157,037
	3,680	The Cooper Companies, Inc.		573,160
				4,303,785
		Health Care Providers & Services - 0.95%
	12,722	Owens & Minor, Inc. (b)		416,518
	12,512	Quest Diagnostics, Inc. (b)		759,228
				1,175,746
		Hotels, Restaurants & Leisure - 0.78%
	12,552	Bob Evans Farms, Inc. (b)		594,212
	4,920	Starbucks Corp.		371,263
				965,475
		Household Durables - 3.08%
	30,015	Jarden Corp. (a)		1,804,202
	13,685	Whirlpool Corp.		1,993,220
				3,797,422
		Household Products - 1.15%
	3,963	Energizer Holdings, Inc.		488,281
	5,813	Kimberly-Clark Corp.		625,304
	3,605	Procter & Gamble Co.		301,883
				1,415,468
		Insurance - 8.49%
	27,645	American International Group, Inc.		1,493,383
	43,500	Brown & Brown, Inc.		1,398,525
	32,015	Endurance Specialty Holdings Ltd.		1,766,588
	20,435	MetLife, Inc. (b)		1,097,768
	20,220	Navigators Group, Inc. (a)		1,243,530
	5,193	PartnerRe Ltd.		570,659
	69,780	Willis Group Holdings Plc (b)		2,888,892
				10,459,345

Number of
Shares			Value
		Internet & Catalog Retail - 0.57%
	610	Priceline.com, Inc. (a)	$	706,734
		Internet Software & Services - 2.02%
	8,290	Facebook, Inc. - Class A (a)		655,242
	1,220	Google, Inc. - Class A (a)		717,860
	1,220	Google, Inc. - Class C (a)		704,379
	8,274	J2 Global, Inc. (b)		408,405
				2,485,886
		IT Services - 1.69%
	2,360	Alliance Data Systems Corp. (a)		585,917
	32,537	The Western Union Co. (b)		521,893
	12,450	VeriFone Holdings, Inc. (a)		428,031
	2,545	Visa, Inc. - Class A (b)		543,027
				2,078,868
		Leisure Products - 1.03%
	12,361	Hasbro, Inc.		679,793
	3,905	Polaris Industries, Inc.		584,930
				1,264,723
		Life Sciences Tools & Services - 0.50%
	5,105	Thermo Fisher Scientific, Inc.		621,279
		Machinery - 1.50%
	5,040	Caterpillar, Inc.		499,111
	7,640	Danaher Corp.		580,487
	6,785	Parker Hannifin Corp.		774,508
				1,854,106
		Media - 4.97%
	14,079	Cinemark Holdings, Inc.		479,249
	15,310	Comcast Corp. - Class A (b)		823,372
	13,980	Liberty Global Plc - Class C (a)		573,390
	18,222	Shaw Communications, Inc. - Class B		445,892
	7,555	The Walt Disney Co. (b)		672,622
	15,128	Thomson Reuters Corp.		550,810
	18,930	Twenty-First Century Fox, Inc. - Class A (b)		649,110
	57,855	Twenty-First Century Fox, Inc. - Class B		1,927,150
				6,121,595
		Metals & Mining - 0.40%
	1,649	Compass Minerals International, Inc.		138,978
	6,436	Nucor Corp. (b)		349,346
				488,324

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of
Shares			Value
		COMMON STOCKS (Continued)
		Multiline Retail - 1.05%
	12,041	Kohl’s Corp. (b)	$	734,862
	8,961	Target Corp. (b)		561,676
				1,296,538
		Oil & Gas - 5.70%
	5,861	Chevron Corp.		699,335
	17,835	Cimarex Energy Co.		2,256,663
	9,865	EOG Resources, Inc.		976,832
	9,989	Memorial Production Partners LP		219,758
	10,994	Occidental Petroleum Corp.		1,057,073
	12,420	Suncor Energy, Inc. - ADR		448,983
	11,390	Tesoro Corp.		694,562
	12,626	Williams Partners L.P. (b)		669,809
				7,023,015
		Pharmaceuticals - 7.44%
	4,635	Actavis Plc (a)		1,118,333
	8,940	Endo International Plc (a)(b)		610,960
	4,125	Jazz Pharmaceuticals Plc (a)		662,310
	56,380	Pfizer, Inc.		1,667,156
	48,675	Teva Pharmaceutical Industries, Ltd. - ADR		2,616,281
	18,975	Valeant Pharmaceuticals Intl. (a)		2,489,520
				9,164,560
		Professional Services - 0.55%
	5,380	IHS, Inc. - Class A (a)		673,522
		Real Estate Management & Development - 0.96%
	14,630	Alexander & Baldwin, Inc.		526,241
	22,290	CBRE Group, Inc. - Class A (a)		662,905
				1,189,146
		Road & Rail - 0.49%
	5,405	Norfolk Southern Corp.		603,198
		Semiconductor & Semiconductor Equipment - 1.15%
	7,640	Cavium, Inc. (a)(b)		379,937
	29,950	Intel Corp.		1,042,859
				1,422,796

Number of
Shares			Value
		Software - 5.10%
	7,330	Autodesk, Inc. (a)	$	403,883
	14,912	CA, Inc.		416,641
	83,223	Microsoft Corp.		3,858,218
	12,280	Qlik Technologies, Inc. (a)		332,051
	6,870	Red Hat, Inc. (a)		385,751
	6,370	Salesforce.com, Inc. (a)(b)		366,466
	8,880	ServiceNow, Inc. (a)		521,967
				6,284,977
		Specialty Retail - 2.40%
	4,300	Home Depot, Inc.		394,482
	5,260	Signet Jewelers Ltd.		599,167
	23,900	The TJX Companies, Inc.		1,414,163
	15,160	Urban Outfitters, Inc. (a)(b)		556,372
				2,964,184
		Technology Hardware, Storage & Peripherals - 0.30%
	8,260	Electronics for Imaging, Inc. (a)		364,844
		Textiles, Apparel & Luxury Goods - 1.24%
	23,190	VF Corp. (b)		1,531,236
		Tobacco - 1.20%
	17,805	Philip Morris International, Inc.		1,484,937
		Trading Companies & Distributors - 0.20%
	14,789	Aircastle Ltd.		241,948
		Wireless Telecommunication Services - 0.72%
	17,125	Rogers Communications, Inc. - Class B		640,817
	7,456	Vodafone Group Plc - ADR		245,228
				886,045
		Total Common Stocks (Cost $94,008,960)		116,922,329
		REAL ESTATE INVESTMENT TRUSTS - 1.79%
		Real Estate Investment Trusts - 1.79%
	98,400	iStar Financial, Inc. (a)		1,328,400
	16,610	Starwood Property Trust, Inc. (b)		364,756
	13,448	The Geo Group, Inc.		513,982
		Total Real Estate Investment Trusts (Cost $1,519,887)		2,207,138

See notes to financial statements.

GuideMark^SMOpportunistic Equity Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of
Shares			Value
		SHORT TERM INVESTMENTS - 3.34%
		Money Market Funds - 3.34%
	4,116,737	Federated Prime Obligations Fund Effective Yield, 0.03%	$	4,116,737
		Total Short Term Investments (Cost $4,116,737)		4,116,737
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 12.28%
		Money Market Funds - 12.28%
	15,134,874	Mount Vernon Prime Portfolio Effective Yield, 0.18%		15,134,874
		Total Investments Purchased as Securities Lending Collateral (Cost $15,134,874)		15,134,874
		Total Investments (Cost $114,780,458) - 112.29%		138,381,078
		Liabilities in Excess of Other Assets - (12.29)%		(15,150,874	)
		TOTAL NET ASSETS - 100.00%	$	123,230,204

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, 2014

Number of
Shares			Value
		INVESTMENT COMPANIES - 99.61%
		Exchange Traded Funds - 99.61%
	32,217	Energy Select Sector SPDR Fund (a)	$	2,919,505
	15,739	Market Vectors Gold Miners ETF (a)		336,028
	506,326	PowerShares DB Commodity Index Tracking Fund (a)(b)		11,756,890
	77,375	PowerShares Global Agriculture Portfolio (a)		2,257,802
	199,787	SPDR Barclays TIPS ETF (a)		11,142,121
	77,463	SPDR DB International Government Inflation-Protected Bond ETF		4,549,402
	158,106	SPDR Dow Jones International Real Estate ETF (a)		6,547,169
	98,435	SPDR Dow Jones REIT ETF (a)		7,855,113
	55,076	SPDR Metals and Mining ETF (a)		2,026,246
	457,799	SPDR S&P Global Natural Resources ETF (a)(c)		22,299,389
	56,909	SPDR S&P International Energy Sector ETF (a)		1,456,870
				73,146,535
		Total Investment Companies (Cost $72,747,082)		73,146,535

Number of
Shares			Value
		SHORT TERM INVESTMENTS - 0.29%
		Money Market Funds - 0.29%
	210,352	Federated Prime Obligations Fund Effective Yield, 0.03%	$	210,352
		Total Short Term Investments (Cost $210,352)		210,352
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 27.18%
		Money Market Funds - 27.18%
	19,954,946	Mount Vernon Prime Portfolio Effective Yield, 0.18%		19,954,946
		Total Investments Purchased as Securities Lending Collateral (Cost $19,954,946)		19,954,946
		Total Investments (Cost $92,912,380) - 127.08%		93,311,833
		Liabilities in Excess of Other Assets - (27.08)%		(19,881,453	)
		TOTAL NET ASSETS - 100.00%	$	73,430,380

Percentages are stated as a percent of net assets.

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

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Principal Amount			Value
		ASSET BACKED SECURITIES - 9.75%
	82,060	Accredited Mortgage Loan Trust Series 2005-3, 0.390%, 09/25/2035 (a)	$	81,867
	365,000	Ally Master Owner Trust Series 2012-5, 1.540%, 09/15/2019		363,107
		American Credit Acceptance Receivables Trust
	119,867	Series 2012-3, 1.640%, 11/15/2016 (Acquired 11/27/2012 and 06/21/2013, Cost $119,862) (b)		120,052
	123,271	Series 2013-2, 1.320%, 02/15/2017 (Acquired 07/31/2013 and 05/21/2014, Cost $123,288) (b)		123,474
	56,696	Series 2014-1, 1.140%, 03/12/2018 (Acquired 01/07/2014, Cost $56,694) (b)		56,767
	133,288	Series 2013-1, 1.450%, 04/16/2018 (Acquired 03/20/2013 and 02/27/2014, Cost $133,290) (b)		133,799
	1,125,000	American Express Credit Account Master Trust Series 2014-2, 1.260%, 01/15/2020		1,121,327
		AmeriCredit Automobile Receivables Trust
	315,000	Series 2012-5, 1.120%, 11/08/2017		315,894
	845,000	Series 2014-3, 1.150%, 06/10/2019		843,431
	305,000	AMMC CDO Series 2014-14A, 1.680%, 07/27/2026 (Acquired 06/12/2014, Cost $304,372) (a)(b)		304,237
	500,000	Apidos CDO Series 2013-12A, 1.334%, 04/15/2025 (Acquired 03/15/2013, Cost $500,000) (a)(b)		494,300
	315,000	Ares XXX CLO Ltd. Series 2014-30A, 1.018%, 04/20/2023 (Acquired 05/08/2014, Cost $312,291) (a)(b)		312,071

Principal Amount			Value
		ASSET BACKED SECURITIES (Continued)
		ARI Fleet Lease Trust
	105,120	Series 2012-B, 0.452%, 01/15/2021
		(Acquired 10/16/2012,
		Cost $105,119) (a)(b)	$	105,086
	260,000	Series 2014-A, 1.550%, 11/15/2022
		(Acquired 04/01/2014,
		Cost $259,928) (b)		259,874
	270,000	Atlas Senior Loan Fund Ltd.
		Series A, 1.778%, 10/15/2026
		(Acquired 08/28/2014,
		Cost $269,865) (a)(b)		269,865
	265,000	Atrium VII
		Series 2014-7, 1.338%, 11/16/2022
		(Acquired 08/06/2014,
		Cost $265,000) (a)(b)		265,000
	500,000	Atrium IX
		Series 9-A, 1.538%, 02/28/2024
		(Acquired 01/24/2013,
		Cost $500,000) (a)(b)		497,750
	500,000	Atrium X
		Series 10-A, 1.353%, 07/16/2025
		(Acquired 04/25/2013,
		Cost $499,250) (a)(b)		494,700
	260,000	Avalon IV Capital Ltd.
		Series 2012-1AR, 1.403%, 04/17/2023
		(Acquired 04/02/2014,
		Cost $260,000) (a)(b)		260,000
	360,000	Avery Point CLO Ltd.
		Series 2014-1A, 1.754%, 04/25/2026
		(Acquired 03/19/2014,
		Cost $360,000) (a)(b)		360,396
	825,000	Babson CLO Ltd.
		Series 2013-IA, 1.334%, 04/20/2025
		(Acquired 05/03/2013,
		Cost $825,000) (a)(b)		812,873
		Capital Auto Receivables Asset Trust
	1,240,000	Series 2013-4, 1.090%,
		03/20/2018		1,242,374
	315,000	Series 2014-1, 1.320%,
		06/20/2018		316,231
	23,592	CarFinance Capital LLC
		Series 2013-1A, 1.650%, 07/17/2017
		(Acquired 05/21/2013,
		Cost $23,591) (b)		23,648

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		ASSET BACKED SECURITIES (Continued)
	555,000	Carlyle Global Market Strategies
		Series 2013-3A, 1.354%, 07/15/2025
		(Acquired 06/10/2013,
		Cost $553,834) (a)(b)	$	547,008
	235,000	CarMax Auto Owner Trust
		Series 2013-3, 1.490%,
		01/15/2019		235,889
	325,000	Cent CLO LP
		Series 2013-20A, 1.724%,
		01/25/2026 (Acquired 12/18/2013,
		Cost $325,000) (a)(b)		325,163
	345,000	Chase Issuance Trust
		Series 2007-B1, 0.404%,
		04/15/2019 (a)		343,643
		CIFC Funding Ltd.
	365,000	Series 2013-1A, 1.383%,
		04/16/2025 (Acquired 02/22/2013,
		Cost $365,000) (a)(b)		360,146
	295,000	Series 2014-II, 1.725%,
		05/24/2026 (Acquired 07/02/2014,
		Cost $294,911) (a)(b)		294,734
	1,060,000	Citibank Credit Card Issuance Trust
		Series 2013-A3, 1.110%,
		07/23/2018		1,063,837
	65,769	Conseco Finance Securitizations Corp.
		Series 2000-4, 8.310%,
		05/01/2032		47,330
	32,366	Countrywide Asset-Backed Certificates
		Series 2005-4, 4.456%,
		10/25/2035 (a)		32,496
		CPS Auto Receivables Trust
	252,970	Series 2013-C, 1.640%,
		04/16/2018 (Acquired 09/24/2013,
		Cost $252,940) (b)		254,204
	90,037	Series 2013-D, 1.540%,
		07/16/2018 (Acquired 12/10/2013,
		Cost $90,028) (b)		90,387
	97,045	Series 2014-A, 1.210%,
		08/15/2018 (Acquired 03/10/2014,
		Cost $97,036) (b)		97,053
	139,521	Series 2013-A, 1.310%,
		06/15/2020 (Acquired 03/12/2013,
		Cost $139,503) (b)		139,352

Principal Amount			Value
		ASSET BACKED SECURITIES (Continued)
		CPS Auto Trust
	68,269	Series 2012-C, 1.820%,
		12/16/2019 (Acquired 09/11/2012,
		Cost $68,267) (b)	$	68,910
	107,848	Series 2012-D, 1.480%, 03/16/2020
		(Acquired 12/07/2012,
		Cost $107,835) (b)		108,195
		Credit Acceptance Auto Loan Trust
	356,000	Series 2012-2, 1.520%, 03/16/2020
		(Acquired 09/11/2012,
		Cost $355,938) (b)		357,246
	250,000	Series A, 1.880%, 03/15/2022
		(Acquired 09/18/2014,
		Cost $249,955) (b)		250,116
	390,000	Dryden 33 Senior Loan Fund
		Series 2014-33A, 1.707%,
		07/15/2026 (Acquired 04/09/2014,
		Cost $390,000) (a)(b)		390,195
	425,000	Dryden XXVI Senior Loan Fund
		Series 2013-26A, 1.334%,
		07/15/2025 (Acquired 02/20/2013,
		Cost $425,000) (a)(b)		419,135
	88,807	DT Auto Owner Trust
		Series 2014-1, 0.660%, 07/17/2017
		(Acquired 01/14/2014,
		Cost $88,805) (b)		88,836
	5,401	Education Funding Capital Trust I
		Series 2004-1, 0.394%,
		12/15/2022 (a)		5,400
	215,000	Enterprise Fleet Financing LLC
		Series 2012-1, 1.410%, 11/20/2017
		(Acquired 11/02/2012,
		Cost $215,822) (b)		215,691
	284,923	First Investors Auto Owner Trust
		Series 2013-2A, 1.230%,
		03/15/2019 (Acquired 06/13/2013,
		Cost $284,889) (b)		286,016
	415,000	Flatiron CLO Ltd.
		Series 2014-1A, 1.607%,
		07/17/2026 (Acquired 06/05/2014,
		Cost $414,585) (a)(b)		414,585
	580,000	Ford Credit Auto Lease Trust
		Series 2014-A, 0.900%,
		06/15/2017		579,572

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		ASSET BACKED SECURITIES (Continued)
	1,585,000	Ford Credit Floorplan Master
		Owner Trust
		Series A1, 1.400%, 08/15/2019	$	1,577,813
	100,000	GCO Education Loan Funding Trust
		Series 2006-1, 0.465%,
		05/25/2036 (a)		92,059
	200,000	GE Equipment Small Ticket LLC
		Series 2014-1A, 1.440%,
		10/25/2021 (Acquired 04/02/2014,
		Cost $199,963) (b)		200,538
	305,000	Gramercy Park CLO Ltd.
		Series 2014, 0.015%, 07/17/2023
		(Acquired 07/10/2014,
		Cost $305,000) (a)(b)		305,000
		HLSS Servicer Advance Receivables
		Backed Note
	370,000	Series 2013-T1, 1.495%, 01/16/2046
		(Acquired 01/16/2013 through
		01/29/2014, Cost $370,822) (b)		370,647
	435,000	Series 2013-T3, 1.793%, 05/15/2046
		(Acquired 05/17/2013 and
		08/28/2013, Cost $431,753) (b)		430,821
	175,000	Series 2013-T1, 2.289%,
		01/15/2048 (Acquired 01/16/2013,
		Cost $175,000) (a)(b)		173,894
	585,000	Hyundai Auto Receivables Trust
		Series 2014-A, 0.790%,
		07/16/2018		584,052
	390,000	Limerock CLO
		Series 2014-2A, 1.734%,
		04/18/2026 (Acquired 02/26/2014,
		Cost $389,581) (a)(b)		389,922
	280,000	M&T Bank Auto Receivables Trust
		Series 2013-1A, 1.060%,
		11/15/2017 (Acquired 06/10/2014,
		Cost $281,333) (b)		281,458
	575,000	Madison Park Funding XI Ltd.
		Series 2013-11A, 1.533%,
		10/23/2025 (Acquired 08/16/2013,
		Cost $574,425) (a)(b)		570,630
	250,000	Madison Park Funding XII Ltd.
		Series 2014-12A, 1.723%,
		07/20/2026 (Acquired 05/08/2014,
		Cost $250,000) (a)(b)		250,600

Principal Amount			Value
		ASSET BACKED SECURITIES (Continued)
	280,000	Magnetite CLO Ltd.
		Series 2014-9A, 1.700%,
		07/25/2026 (Acquired 06/13/2014,
		Cost $279,857) (a)(b)	$	279,860
		Mercedes Benz Auto Lease Trust
	525,000	Series 2013-B, 0.760%,
		07/15/2019		525,840
	1,420,000	Series 2014-A, 0.900%,
		12/16/2019		1,421,185
	434,696	Morgan Stanley
		Series 2003-N, 1.175%,
		10/25/2033 (a)		412,610
		Neuberger Berman CLO Ltd.
	285,000	Series 2014-16A, 1.704%,
		04/15/2026 (Acquired 02/11/2014,
		Cost $283,803) (a)(b)		284,829
	275,000	Series 2014-17A, 1.700%,
		06/30/2026 (Acquired 06/19/2014,
		Cost $275,000) (b)		274,615
	12,619	Northstar Education Finance, Inc.
		Series 2005-1, 0.335%,
		10/28/2026 (a)		12,569
	280,000	Oak Hill Credit Partners
		Series 2013-8A, 1.354%,
		04/20/2025 (Acquired 04/17/2013,
		Cost $280,000) (a)(b)		276,136
	410,000	Octagon Investment Partners XVI Ltd.
		Series 2013-1A, 1.353%,
		07/17/2025 (Acquired 05/15/2013,
		Cost $409,344) (a)(b)		404,383
	450,000	OZLM Funding Ltd.
		Series 2013-5A, 1.733%,
		01/17/2026 (Acquired 11/22/2013,
		Cost $449,775) (a)(b)		449,190
		Prestige Auto Receivables Trust
	220,000	Series 2013-1A, 1.330%,
		05/15/2019 (Acquired 04/03/2013,
		Cost $219,948) (b)		220,366
	120,000	Series 2014-1A, 1.520%,
		04/15/2020 (Acquired 03/18/2014,
		Cost $119,993) (b)		119,630

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		ASSET BACKED SECURITIES (Continued)
	135,000	Series 2014-1A, 1.910%,
		04/15/2020 (Acquired 06/25/2014,
		Cost $135,039) (b)	$	134,082
	695,000	Race Point VIII CLO Ltd.
		Series 2013-8, 1.479%, 02/20/2025
		(Acquired 02/06/2013,
		Cost $695,000) (a)(b)		691,456
	136,622	Residential Asset Mortgage
		Products, Inc.
		Series 2004-R, 0.632%,
		03/25/2034 (a)		135,589
		Santander Drive Auto Receivables Trust
	130,000	Series 2012-4, 1.830%,
		03/15/2017		130,534
	290,000	Series 2012-5, 1.560%,
		08/15/2018		291,563
	250,000	Seneca Park CLO Ltd.
		Series 2014-1A, 1.704%,
		07/17/2026 (Acquired 05/09/2014,
		Cost $249,866) (a)(b)		250,375
	250,000	Shackleton CLO Ltd.
		Series 2014-6A, 1.710%,
		07/17/2026 (Acquired 06/12/2014,
		Cost $248,475) (a)(b)		243,316
	33,319	SNAAC Auto Receivables Trust
		Series 2013-1A, 1.140%,
		07/16/2018 (Acquired 04/02/2013,
		Cost $33,317) (b)		33,361
	225,000	Springleaf Funding Trust
		Series 2014-AA, 2.410%,
		12/15/2022 (Acquired 03/19/2014,
		Cost $224,963) (b)		224,567
	250,000	Symphony CLO Ltd.
		Series 2012-8AR, 1.335%,
		01/09/2023 (Acquired 09/15/2014,
		Cost $250,000) (a)(b)		250,000
	295,000	Symphony CLO XIV Ltd.
		Series 2014-14A, 1.480%,
		07/14/2026 (Acquired 05/06/2014,
		Cost $295,000) (b)		295,000

Principal Amount			Value
		ASSET BACKED SECURITIES (Continued)
	58,704	U.S. Education Loan Trust, LLC
		Series 2006-1, 0.364%, 03/01/2025
		(Acquired 08/06/2010,
		Cost $57,383) (a)(b)	$	58,675
		Westlake Automobile Receivables
		Trust
	120,000	Series 2014-1A, 0.700%,
		05/15/2017 (Acquired 05/20/2014,
		Cost $119,992) (b)		120,022
	175,459	Series 2013-1, 1.120%, 01/15/2018
		(Acquired 09/18/2013,
		Cost $175,439) (b)		175,883
		Total Asset Backed Securities
		(Cost $29,197,203)		29,136,332
		COLLATERALIZED MORTGAGE
		OBLIGATIONS - 6.49%
	160,000	Aventura Mall Trust
		Series 2013-AVM, 3.722%,
		12/05/2032 (Acquired 12/10/2013,
		Cost $164,971) (a)(b)		168,509
		Banc of America Commercial
		Mortgage Trust
	230,000	Series 2006-2, 5.920%,
		05/10/2045 (a)		243,038
	6,040	Series 2007-5, 5.620%,
		02/10/2051		6,034
	150,000	BB-UBS Trust
		Series 2012-SHOW, 3.430%,
		11/05/2036 (Acquired 12/05/2012,
		Cost $155,644) (b)		148,557
		Bear Stearns Commercial Mortgage
		Securities Trust
	160,000	Series 2006-PW14, 5.201%,
		12/11/2038		171,730
	199,892	Series 2005-PW10, 5.405%,
		12/11/2040 (a)		206,968
	3,106,491	Series 2006-PW13, 5.540%,
		09/11/2041		3,301,463
	188,187	Series 2007-PW15, 5.331%,
		02/11/2044		200,810

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
		CD Commercial Mortgage Trust
	232,974	Series TR, 5.400%,
		7/15/2044 (a)	$	239,390
	255,000	Series 2007-CD4, 5.322%,
		12/11/2049		272,658
	113,805	Chase Mortgage Financial Trust
		Series 2007-A1, 2.553%,
		02/25/2037 (a)		109,855
		Citigroup Commercial Mortgage Trust
	150,000	Series 2014-GC19, 4.023%,
		03/10/2047		157,642
	145,000	Series 2014-GC21, 3.855%,
		05/10/2047		150,300
	84,126	Series 2006-C4, 5.974%,
		03/15/2049 (a)		88,966
	85,692	COBALT CMBS Commercial
		Mortgage Trust
		Series 2007-C2, 5.484%,
		04/15/2047 (a)		92,568
		COMM Mortgage Trust
	120,000	Series 2013-300P, 4.353%,
		08/10/2030 (Acquired 08/15/2013,
		Cost $122,556) (b)		129,555
	110,000	Series 2013-CR9, 4.378%,
		07/10/2045 (a)		118,619
	110,000	Series 2013-LC6, 2.941%,
		01/10/2046 (a)		108,157
	95,000	Series 2013-CR8, 3.612%,
		06/10/2046 (a)		97,656
	150,000	Series 2014-UBS2, 3.961%,
		03/10/2047		157,121
	290,000	Series 2014-LC15, 4.006%,
		04/10/2047		304,763
	145,000	Series 2014-CCRE17, 3.977%,
		05/10/2047		151,847
	235,000	Series 2014-CCRE18, 3.828%,
		07/17/2047		242,968
	240,000	Series 2014-UBS4, 3.694%,
		08/12/2047		243,648
	224,678	Commercial Mortgage Loan Trust
		Series 2008-LS1, 6.241%,
		12/10/2049 (a)		243,611

Principal Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
		Countrywide Home Loans, Inc.
	25,426	Series 2004-HYB6, 2.446%,
		11/20/2034 (a)	$	24,667
	123,495	Series 2005-11, 0.752%,
		03/25/2035 (a)		112,797
	112,352	Credit Suisse Commercial Mortgage
		Trust
		Series 2006-C4, 5.467%,
		09/15/2039		119,698
	273,534	Credit Suisse First Boston Mortgage
		Securities Corp.
		Series 2005-C1, 5.014%,
		02/18/2038		274,094
	140,000	DBUBS Mortgage Trust
		Series 2011-LC2A, 4.537%,
		07/10/2044 (Acquired 06/16/2014,
		Cost $153,482) (b)		153,143
	400,000	Four Times Square Trust
		Series 2006-4TS, 5.401%,
		12/13/2028 (Acquired 11/06/2012,
		Cost $455,058) (b)		454,088
	145,000	GS Mortgage Securities Corp.
		Series 2012-ALOH, 3.551%,
		04/10/2034 (Acquired 03/08/2013,
		Cost $150,239) (b)		149,445
		GS Mortgage Securities Corp. II
	145,000	Series 2012-BWTR, 2.954%,
		11/05/2034 (Acquired 12/11/2012,
		Cost $147,906) (b)		142,590
	416,169	Series 2005-GG4, 4.751%,
		07/10/2039		419,518
	225,000	GS Mortgage Securities Trust
		Series 2014-GC22, 3.862%,
		06/10/2047		233,268
	150,000	GSMS Mortgage Securities Trust
		Series 2014-GC20, 3.998%,
		04/10/2047		157,308
	300,000	Hilton USA Trust
		Series 2013-HLT, 2.662%,
		11/05/2030 (Acquired 11/22/2013 and
		07/22/2014, Cost $301,785) (b)		301,543

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
		JP Morgan Chase Commercial
		Mortgage Securities Trust
	145,000	Series 2012-WLDN, 3.905%,
		05/05/2030 (Acquired
		05/07/2013 and 06/25/2013,
		Cost $146,299) (b)	$	149,162
	415,000	Series 2005-LDP2, 4.738%,
		07/15/2042		421,023
	235,000	Series 2006-LDP7, 6.058%,
		04/15/2045 (a)		249,436
	330,530	Series 2006-LDP9, 5.336%,
		05/15/2047		354,462
	120,000	Series 2014-C20, 3.805%,
		07/15/2047		123,980
	235,000	Series 2007-CB19, 5.891%,
		02/12/2049 (a)		255,755
		JPMBB Commercial Mortgage
		Securities Trust
	1,205,000	Series 2013-C12, 3.157%,
		07/15/2045		1,232,799
	145,000	Series 2014-C19, 3.997%,
		04/15/2047		152,177
	305,000	Series 2014-C21, 3.775%,
		08/16/2047		314,202
	180,000	Series 2014-C22, 3.801%,
		09/17/2047		185,319
	155,000	JPMorgan Commercial Mortgage
		Securities Corp.
		Series 2012-LC9, 2.840%,
		12/15/2047		151,259
		Lehman Brothers-UBS Commercial
		Mortgage Trust
	236,573	Series 2006-C4, 6.029%,
		06/15/2038 (a)		251,908
	616,398	Series 2007-C1, 5.424%,
		02/15/2040		664,991
	53,212	Series 2007-C2, 5.430%,
		02/15/2040		57,671
	230,517	Series 2007-C6, 5.858%,
		07/15/2040 (a)		244,626

Principal Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
	280,000	Merrill Lynch Mortgage Trust
		Series 2006-C1, 5.862%,
		05/12/2039 (a)	$	295,943
		ML-CFC Commercial Mortgage Trust
	295,892	Series 2007-5, 5.378%,
		08/12/2048		316,623
	165,000	Series 2007-9, 5.700%,
		09/12/2049		180,999
		Morgan Stanley Bank of America
		Merrill Lynch Trust
	35,000	Series 2014-C14, 4.064%,
		02/15/2047		36,909
	175,000	Series 2014-C16, 3.892%,
		06/17/2047		181,972
	305,000	Series 2014-C17, 3.741%,
		08/16/2047		312,015
		Morgan Stanley Capital I Trust
	220,000	Series 2007-IQ14, 5.692%,
		04/15/2049 (a)		239,241
	164,560	Series 2007-IQ16, 5.809%,
		12/12/2049		180,061
	130,000	OBP Depositor LLC Trust
		Series 2010-OBP, 4.646%,
		07/15/2045 (Acquired 08/15/2012,
		Cost $147,584) (b)		143,490
		Springleaf Mortgage Loan Trust
	162,247	Series 2013-1A, 1.270%,
		06/25/2058 (Acquired 04/03/2013,
		Cost $162,235) (a)(b)		162,098
	290,470	Series 2013-2, 1.780%, 12/25/2065
		(Acquired 07/03/2013,
		Cost $287,523) (a)(b)		290,707
	155,171	Series 2013-2, 3.520%, 12/25/2065
		(Acquired 07/03/2013,
		Cost $149,465) (b)		158,959
	118,035	TIAA Seasoned Commercial
		Mortgage Trust
		Series 2007-C4, 5.573%,
		08/15/2039 (a)		118,709

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
	280,000	Wachovia Bank Commercial
		Mortgage Trust
		Series 2005-C18, 4.935%,
		04/15/2042	$	281,801
		Wells Fargo-RBS Commercial
		Mortgage Trust
	805,000	Series 2014-C19, 3.660%,
		03/15/2047		834,647
	230,000	Series 2014-LC14, 4.045%,
		03/15/2047		242,003
	290,000	Series 2014-C20, 3.995%,
		05/17/2047		304,171
	175,000	Series 2014-C21, 3.678%,
		08/16/2047		179,760
	235,000	Series 2014-LC16, 3.817%,
		08/15/2050		242,280
		Total Collateralized Mortgage
		Obligations (Cost $19,488,115)		19,409,750
		CORPORATE OBLIGATIONS - 36.55%
		Aerospace & Defense - 0.36%
	315,000	L-3 Communications Corp.
		3.950%, 05/28/2024		313,167
	740,000	United Technologies Corp.
		1.800%, 06/01/2017		751,419
				1,064,586
		Auto Parts & Equipment - 0.21%
	610,000	Delphi Corp.
		4.150%, 03/15/2024		623,468
		Banks - 5.28%
	275,000	Abbey National Treasury Services
		PLC/London
		2.350%, 09/10/2019 (c)		271,796
		Bank of America Corp.
	550,000	2.600%, 01/15/2019		549,260
	535,000	7.625%, 06/01/2019		646,961
	175,000	5.875%, 01/05/2021		200,988
	515,000	4.100%, 07/24/2023		526,343
	115,000	4.200%, 08/26/2024 (c)		114,143
	200,000	6.110%, 01/29/2037		229,663
	110,000	7.750%, 05/14/2038		149,106
	935,000	5.000%, 01/21/2044		990,244

Principal Amount			Value
		Banks (Continued)
	200,000	Barclays Bank Plc
		3.750%, 05/15/2024	$	199,150
		BPCE SA
	415,000	2.500%, 12/10/2018		416,424
	220,000	5.150%, 07/21/2024
		(Acquired 01/13/2014,
		Cost $219,593) (b)		227,148
	805,000	Branch Banking & Trust Co.
		1.450%, 10/03/2016		812,388
	250,000	Capital One NA/Mclean VA
		1.500%, 09/05/2017		249,084
		Citigroup, Inc.
	180,000	4.450%, 01/10/2017		191,889
	150,000	8.500%, 05/22/2019		187,681
	1,570,000	2.500%, 07/29/2019		1,557,063
	125,000	6.125%, 08/25/2036		143,776
	135,000	6.675%, 09/13/2043		166,051
	450,000	Deutsche Bank AG
		1.350%, 05/30/2017		447,211
	760,000	Glitnir Bank
		6.693%, 06/15/2016
		(Acquired 06/14/2006 and
		06/21/2006, Cost $758,848)
		(a)(d)(e)(g)		3,952
	200,000	HSBC Holdings Plc
		6.800%, 06/01/2038		257,395
		JPMorgan Chase & Co.
	260,000	1.350%, 02/15/2017		259,584
	335,000	4.250%, 10/15/2020		357,704
	400,000	4.500%, 01/24/2022		429,240
	60,000	3.375%, 05/01/2023		57,540
	70,000	3.625%, 05/13/2024 (c)		69,617
	580,000	3.875%, 09/10/2024		569,295
	180,000	5.625%, 08/16/2043		200,212
	250,000	Kaupthing Bank Hf
		7.125%, 05/19/2016
		(Acquired 05/12/2006,
		Cost $248,680) (d)(e)		4,688
	230,000	KeyCorp
		5.100%, 03/24/2021		256,543
	535,000	PNC Funding Corp.
		3.300%, 03/08/2022		538,727

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Banks (Continued)
	275,000	Royal Bank of Scotland Plc
		5.125%, 05/28/2024	$	270,713
	625,000	SunTrust Banks, Inc.
		3.500%, 01/20/2017		655,884
	875,000	Toronto-Dominion Bank
		2.625%, 09/10/2018		895,511
	1,410,000	U.S. Bancorp
		1.950%, 11/15/2018		1,408,498
		Wells Fargo & Co.
	400,000	2.150%, 01/15/2019		400,862
	155,000	3.450%, 02/13/2023		152,474
	140,000	4.125%, 08/15/2023		144,910
	250,000	3.300%, 09/09/2024		245,568
	80,000	5.375%, 11/02/2043		87,712
	216,000	5.606%, 01/15/2044		244,350
				15,787,348
		Beverages - 0.30%
	120,000	Anheuser-Busch InBev
		Worldwide, Inc.
		0.800%, 07/15/2015		120,377
	770,000	Diageo Capital Plc
		1.500%, 05/11/2017		774,348
				894,725
		Biotechnology - 0.43%
		Amgen, Inc.
	150,000	3.625%, 05/22/2024		148,937
	375,000	4.950%, 10/01/2041		389,889
	270,000	Celgene Corp.
		5.250%, 08/15/2043		294,256
	230,000	Genzyme Corp.
		5.000%, 06/15/2020		259,504
	195,000	Gilead Sciences, Inc.
		4.800%, 04/01/2044		205,755
				1,298,341
		Capital Markets - 2.98%
	880,000	Bear Stearns Companies, Inc.
		7.250%, 02/01/2018		1,024,548
		Goldman Sachs Group, Inc.
	835,000	5.950%, 01/18/2018		935,484
	460,000	4.000%, 03/03/2024		463,845
	290,000	6.750%, 10/01/2037		346,852

Principal Amount			Value
		Capital Markets (Continued)
		Morgan Stanley
	605,000	1.750%, 02/25/2016	$	611,663
	350,000	5.950%, 12/28/2017		392,296
	275,000	2.500%, 01/24/2019 (c)		275,298
	70,000	4.875%, 11/01/2022		74,077
	770,000	4.350%, 09/08/2026		758,512
	1,130,000	State Street Corp.
		2.875%, 03/07/2016		1,166,691
		The Bank of New York Mellon Corp.
	985,000	2.300%, 07/28/2016		1,011,670
	880,000	2.200%, 03/04/2019		880,848
	55,000	The Goldman Sachs Group, Inc.
		3.850%, 07/08/2024		54,742
	805,000	Wachovia Corp.
		5.750%, 02/01/2018		908,107
				8,904,633
		Chemicals - 0.97%
		Dow Chemical Co.
	445,000	4.250%, 11/15/2020		475,402
	315,000	3.000%, 11/15/2022		304,321
	595,000	LYB International Finance BV
		4.000%, 07/15/2023 (c)		616,721
		Monsanto Co.
	915,000	1.150%, 06/30/2017		909,382
	605,000	4.400%, 07/15/2044		602,049
				2,907,875
		Commercial Services & Supplies - 0.23%
	650,000	International Lease Finance Corp.
		5.750%, 05/15/2016		680,469
		Communications Equipment - 0.19%
	575,000	Cisco Systems, Inc.
		2.125%, 03/01/2019 (c)		575,072
		Computers & Peripherals - 0.68%
	1,075,000	Apple, Inc.
		2.400%, 05/03/2023 (c)		1,017,658
	800,000	EMC Corp.
		1.875%, 06/01/2018		795,977
	200,000	Hewlett-Packard Co.
		3.000%, 09/15/2016		207,083
				2,020,718

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Consumer Finance - 2.11%
	457,000	American Express Co.
		4.050%, 12/03/2042	$	434,187
		American Express Credit Corp.
	535,000	1.300%, 07/29/2016		538,810
	775,000	2.125%, 03/18/2019		772,643
	580,000	Capital One Financial Corp.
		2.450%, 04/24/2019		578,186
	715,000	Caterpillar Financial Services Corp.
		1.625%, 06/01/2017		722,672
		John Deere Capital Corp.
	565,000	1.050%, 10/11/2016		566,579
	675,000	1.300%, 03/12/2018		663,846
	290,000	Paccar Financial Corp.
		1.100%, 06/06/2017		288,707
	565,000	PACCAR Financial Corp.
		1.150%, 08/16/2016		569,768
		Toyota Motor Credit Corp.
	605,000	2.050%, 01/12/2017		618,991
	565,000	2.125%, 07/18/2019		563,794
				6,318,183
		Diversified Financial Services - 1.47%
	380,000	Credit Suisse
		1.375%, 05/26/2017 (c)		378,096
		Ford Motor Credit Co. LLC
	325,000	2.750%, 05/15/2015		329,292
	200,000	5.875%, 08/02/2021		230,294
		General Electric Capital Corp.
	210,000	5.300%, 02/11/2021 (c)		236,873
	950,000	3.150%, 09/07/2022		947,819
	685,000	5.875%, 01/14/2038 (c)		827,913
	450,000	Hutchison Whampoa International Ltd.
		3.500%, 01/13/2017
		(Acquired 09/06/2012,
		Cost $463,548) (b)		472,203
	585,000	National Rural Utilities Cooperative
		Finance Corp.
		5.450%, 04/10/2017		646,125
	300,000	NCUA Guaranteed Notes
		Series 2011-M1, 3.000%,
		06/12/2019		315,294
				4,383,909

Principal Amount			Value
		Diversified Manufacturing - 0.36%
	575,000	Cooper U.S., Inc.
		3.875%, 12/15/2020	$	609,724
	405,000	Tyco Electronics Group SA
		6.550%, 10/01/2017		461,488
				1,071,212
		Diversified Telecommunication Services - 1.02%
	185,000	AT&T, Inc.
		4.800%, 06/15/2044 (c)		182,988
		Verizon Communications, Inc.
	252,000	2.625%, 02/21/2020
		(Acquired 09/11/2013,
		Cost $235,119) (b)(c)		248,839
	250,000	3.500%, 11/01/2021		253,321
	1,225,000	5.150%, 09/15/2023		1,357,511
	515,000	6.400%, 09/15/2033		628,487
	234,000	6.550%, 09/15/2043		292,782
	83,000	5.012%, 08/21/2054
		(Acquired 09/11/2013,
		Cost $65,397) (b)		83,394
				3,047,322
		Electric Utilities - 0.92%
	100,000	American Electric Power Co., Inc.
		1.650%, 12/15/2017		100,034
	355,000	Duke Energy Corp.
		3.550%, 09/15/2021		368,480
	160,000	Duke Energy Indiana, Inc.
		4.900%, 07/15/2043		180,356
	100,000	Massachusetts Electric Co.
		5.900%, 11/15/2039
		(Acquired 07/09/2013,
		Cost $114,295) (b)		123,905
	150,000	Progress Energy, Inc.
		3.150%, 04/01/2022		150,770
	535,000	PSI Energy, Inc.
		6.050%, 06/15/2016		580,650
	285,000	Sierra Pacific Power Co.
		3.375%, 08/15/2023		289,196
	395,000	The Southern Co.
		2.150%, 09/01/2019		391,497
	485,000	Union Electric Co.
		6.700%, 02/01/2019		576,168
				2,761,056

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Energy Equipment & Services - 0.26%
	770,000	Halliburton Co.
		3.250%, 11/15/2021	$	790,406
		Engineering Construction - 0.13%
	400,000	ABB Finance USA, Inc.
		2.875%, 05/08/2022		396,008
		Food & Staples Retailing - 0.24%
	165,000	Sysco Corp.
		2.350%, 10/02/2019		165,197
		Wal-Mart Stores, Inc.
	315,000	1.000%, 04/21/2017		314,930
	175,000	6.500%, 08/15/2037		232,867
				712,994
		Food Products - 0.13%
	85,000	ConAgra Foods, Inc.
		1.350%, 09/10/2015		85,460
	200,000	Grupo Bimbo SAB de CV
		4.875%, 06/27/2044
		(Acquired 07/15/2014,
		Cost $195,240) (b)		194,972
	100,000	Kraft Foods Group, Inc.
		5.000%, 06/04/2042		104,944
				385,376
		Health Care Equipment & Supplies - 0.53%
	630,000	Baxter International, Inc.
		1.850%, 06/15/2018		627,936
	480,000	Becton, Dickinson & Co.
		3.250%, 11/12/2020		497,154
	465,000	CareFusion Corp.
		3.875%, 05/15/2024		465,253
				1,590,343
		Health Care Providers & Services - 1.48%
		Aetna, Inc.
	635,000	2.750%, 11/15/2022		608,421
	445,000	4.750%, 03/15/2044 (c)		454,234
	550,000	Cardinal Health, Inc.
		3.200%, 03/15/2023		539,483
	325,000	Express Scripts Holding Co.
		3.125%, 05/15/2016		336,756
		Humana, Inc.
	730,000	3.150%, 12/01/2022		713,866
	375,000	3.850%, 10/01/2024		375,522

Principal Amount			Value
		Health Care Providers & Services (Continued)
	320,000	McKesson Corp.
		1.292%, 03/10/2017	$	319,056
		UnitedHealth Group, Inc.
	490,000	1.625%, 03/15/2019 (c)		480,218
	305,000	3.950%, 10/15/2042		284,914
		WellPoint, Inc.
	150,000	5.850%, 01/15/2036		176,869
	125,000	5.100%, 01/15/2044		133,332
				4,422,671
		Industrial - 0.14%
	420,000	Pentair Finance SA
		3.150%, 09/15/2022		409,791
		Industrial Conglomerates - 0.21%
	555,000	Koninklijke Philips Electronics NV
		5.750%, 03/11/2018		625,916
		Insurance - 1.71%
		American International Group, Inc.
	225,000	4.125%, 02/15/2024		234,172
	400,000	4.500%, 07/16/2044 (c)		396,785
	565,000	Berkshire Hathaway Finance Corp.
		0.950%, 08/15/2016 (c)		567,323
	605,000	CNA Financial Corp.
		7.350%, 11/15/2019		728,693
	420,000	Liberty Mutual Group, Inc.
		4.250%, 06/15/2023
		(Acquired 07/22/2014,
		Cost $435,086) (b)		430,027
	1,365,000	Loews Corp.
		5.250%, 03/15/2016		1,453,588
		Marsh & McLennan Cos., Inc.
	100,000	2.300%, 04/01/2017		101,724
	200,000	4.050%, 10/15/2023		210,071
	95,000	3.500%, 03/10/2025		93,627
	140,000	MetLife, Inc.
		4.368%, 09/15/2023		149,940
	425,000	New York Life Global Funding
		3.000%, 05/04/2015
		(Acquired 03/19/2012,
		Cost $429,319) (b)(c)		431,834
	285,000	Trinity Acquisition Plc
		4.625%, 08/15/2023		297,249
				5,095,033

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Internet Software & Services - 0.17%
	520,000	eBay, Inc.
		1.350%, 07/15/2017	$	518,177
		IT Services - 0.17%
	495,000	MasterCard, Inc.
		3.375%, 04/01/2024		498,697
		Machinery - 0.67%
	580,000	Caterpillar, Inc.
		3.400%, 05/15/2024 (c)		585,910
	615,000	Cummins, Inc.
		3.650%, 10/01/2023		639,659
		Eaton Corp.
	450,000	5.600%, 05/15/2018		506,334
	290,000	2.750%, 11/02/2022		280,109
				2,012,012
		Media - 1.28%
	225,000	CBS Corp.
		3.700%, 08/15/2024		222,649
	900,000	Comcast Corp.
		5.875%, 02/15/2018		1,021,383
	195,000	COX Communications, Inc.
		2.950%, 06/30/2023
		(Acquired 04/24/2013,
		Cost $194,142) (b)(c)		182,862
		DIRECTV Holdings, LLC
	325,000	1.750%, 01/15/2018		323,689
	285,000	6.350%, 03/15/2040 (c)		333,230
		Time Warner Cable, Inc.
	246,000	5.850%, 05/01/2017		272,831
	250,000	6.750%, 07/01/2018		290,926
	40,000	5.000%, 02/01/2020		44,502
	100,000	5.500%, 09/01/2041		112,984
		Time Warner, Inc.
	350,000	4.700%, 01/15/2021		383,560
	225,000	7.625%, 04/15/2031		304,491
	135,000	6.500%, 11/15/2036		162,946
	145,000	Viacom, Inc.
		5.850%, 09/01/2043		161,706
				3,817,759

Principal
Amount			Value
		Metals & Mining - 0.60%
	420,000	BHP Billiton Finance USA Ltd.
		1.625%, 02/24/2017	$	424,504
	70,000	Freeport-McMoRan Copper &
		Gold, Inc.
		3.550%, 03/01/2022		68,466
		Nucor Corp.
	285,000	4.125%, 09/15/2022 (c)		300,651
	285,000	4.000%, 08/01/2023		292,440
	430,000	Rio Tinto Finance USA Ltd.
		2.500%, 05/20/2016		441,337
		Xstrata Finance Canada Ltd.
	140,000	2.700%, 10/25/2017
		(Acquired 10/18/2012,
		Cost $139,765) (a)(b)		142,440
	135,000	4.250%, 10/25/2022
		(Acquired 10/18/2012,
		Cost $134,658) (b)		135,521
				1,805,359
		Multi-Utilities - 0.91%
	430,000	Delmarva Power & Light Co.
		3.500%, 11/15/2023		441,397
	550,000	Dominion Resources, Inc.
		1.400%, 09/15/2017		546,546
	395,000	Sempra Energy
		6.500%, 06/01/2016		431,164
	1,175,000	Xcel Energy, Inc.
		5.613%, 04/01/2017		1,294,240
				2,713,347
		Oil & Gas - 3.54%
	150,000	Anadarko Petroleum Corp.
		8.700%, 03/15/2019		188,840
		Canadian Natural Resources Ltd.
	690,000	3.450%, 11/15/2021		710,518
	105,000	3.800%, 04/15/2024		106,530
	200,000	Cenovus Energy, Inc.
		5.200%, 09/15/2043		214,761
	200,000	CNOOC Finance 2013 Ltd.
		3.000%, 05/09/2023		186,190
	910,000	ConocoPhillips
		6.650%, 07/15/2018		1,064,542

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Oil & Gas (Continued)
	450,000	Enable Midstream Partners LP
		3.900%, 05/15/2024
		(Acquired 05/19/2014,
		Cost $449,492) (b)	$	448,459
	225,000	Enbridge, Inc.
		3.500%, 06/10/2024		221,846
		Energy Transfer Partners LP
	505,000	4.150%, 10/01/2020		525,079
	175,000	5.200%, 02/01/2022		187,913
	150,000	5.950%, 10/01/2043		161,376
	120,000	Hess Corp.
		1.300%, 06/15/2017		119,623
	690,000	Husky Energy, Inc.
		3.950%, 04/15/2022		716,294
	365,000	LUKOIL International Finance B.V.
		3.416%, 04/24/2018
		(Acquired 04/17/2013,
		Cost $365,000) (b)		342,644
	295,000	Marathon Petroleum Corp.
		3.625%, 09/15/2024		289,360
		Nexen, Inc.
	100,000	5.875%, 03/10/2035		114,903
	100,000	7.500%, 07/30/2039		138,380
		Petrobras International Finance Co.
	260,000	3.500%, 02/06/2017		265,169
	85,000	5.375%, 01/27/2021		86,344
	250,000	6.875%, 01/20/2040		260,710
		Phillips 66
	480,000	2.950%, 05/01/2017		499,032
	545,000	4.300%, 04/01/2022		579,518
	960,000	Schlumberger Investment SA
		3.650%, 12/01/2023		995,369
	1,150,000	Shell International Finance BV
		1.125%, 08/21/2017		1,145,006
	230,000	Spectra Energy Partners LP
		4.600%, 06/15/2021		250,099
		Williams Partners LP
	180,000	4.300%, 03/04/2024		183,946
	575,000	3.900%, 01/15/2025		571,936
				10,574,387

Principal
Amount			Value
		Pharmaceuticals - 1.01%
		AbbVie, Inc.
	455,000	1.750%, 11/06/2017	$	453,788
	330,000	2.900%, 11/06/2022		316,083
	895,000	GlaxoSmithKline Capital Plc
		1.500%, 05/08/2017		901,641
		Sanofi-Aventis SA
	875,000	1.250%, 04/10/2018 (c)		863,164
	445,000	4.000%, 03/29/2021		478,596
				3,013,272
		Pipelines - 1.03%
		DCP Midstream Operating LP
	320,000	2.700%, 04/01/2019		321,122
	320,000	5.600%, 04/01/2044		353,192
	490,000	Enterprise Products Operating LLC
		6.125%, 10/15/2039		593,008
	300,000	Plains All American Pipeline L.P. /
		PAA Finance Corp.
		4.700%, 06/15/2044		298,336
	645,000	Spectra Energy Capital LLC
		5.650%, 03/01/2020		721,426
	560,000	TransCanada Pipelines Ltd.
		7.625%, 01/15/2039		790,568
				3,077,652
		Real Estate - 1.83%
	445,000	Boston Properties LP
		3.125%, 09/01/2023		428,578
	135,000	Brandywine Operating Partnership LP
		4.100%, 10/01/2024		133,655
	145,000	Duke Realty LP
		3.875%, 02/15/2021		149,547
	285,000	ERP Operating LP
		3.000%, 04/15/2023		275,325
	445,000	HCP, Inc.
		5.375%, 02/01/2021		497,219
	75,000	Health Care Property Investments, Inc.
		6.000%, 01/30/2017		82,884
		Health Care REIT, Inc.
	440,000	4.125%, 04/01/2019		469,217
	455,000	5.250%, 01/15/2022		504,149
	190,000	Kimco Realty Corp.
		3.200%, 05/01/2021		189,834

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Real Estate (Continued)
		Liberty Property LP
	275,000	5.500%, 12/15/2016	$	298,395
	25,000	4.125%, 06/15/2022		25,946
	25,000	3.375%, 06/15/2023		24,303
	500,000	ProLogis LP
		4.250%, 08/15/2023		517,040
	161,000	Realty Income Corp.
		3.250%, 10/15/2022		157,618
	950,000	Simon Property Group LP
		2.200%, 02/01/2019		953,587
	65,000	UDR, Inc.
		3.700%, 10/01/2020		67,203
		Ventas Realty LP
	260,000	2.000%, 02/15/2018		260,264
	150,000	2.700%, 04/01/2020		147,759
	250,000	5.700%, 09/30/2043		288,844
				5,471,367
		Road & Rail - 0.40%
	355,000	Burlington Northern Santa Fe LLC
		7.950%, 08/15/2030		496,343
	309,000	Canadian Pacific Railway Ltd.
		4.500%, 01/15/2022		338,839
	275,000	CSX Corp.
		6.150%, 05/01/2037		342,095
				1,177,277
		Semiconductor & Semiconductor
		Equipment - 0.81%
		Altera Corp.
	245,000	1.750%, 05/15/2017		246,447
	300,000	2.500%, 11/15/2018		303,013
	430,000	Analog Devices, Inc.
		3.000%, 04/15/2016		443,490
	480,000	Applied Materials, Inc.
		2.650%, 06/15/2016		493,502
	400,000	Intel Corp.
		3.300%, 10/01/2021		412,039
	225,000	TSMC Global Ltd.
		1.625%, 04/03/2018
		(Acquired 03/27/2013,
		Cost $224,849) (b)		222,554

Principal
Amount			Value
		Semiconductor & Semiconductor
		Equipment (Continued)
	315,000	Xilinx, Inc.
		2.125%, 03/15/2019	$	313,381
				2,434,426
		Software - 0.45%
		Oracle Corp.
	600,000	2.250%, 10/08/2019		597,941
	150,000	2.800%, 07/08/2021		149,109
	600,000	4.300%, 07/08/2034		605,529
				1,352,579
		Specialty Retail - 0.46%
	260,000	AutoZone, Inc.
		4.000%, 11/15/2020		275,972
		Home Depot, Inc.
	285,000	2.700%, 04/01/2023		276,278
	200,000	5.875%, 12/16/2036		247,084
		Lowe’s Cos., Inc.
	290,000	3.875%, 09/15/2023		304,480
	290,000	4.250%, 09/15/2044		283,774
				1,387,588
		Telecommunications - 0.07%
	210,000	SBA Tower Trust
		3.598%, 04/15/2018
		(Acquired 04/04/2013,
		Cost $210,000) (b)		210,477
		Thrifts & Mortgage Finance - 0.02%
	60,000	Santander Holdings USA, Inc.
		4.625%, 04/19/2016		63,226
		Tobacco - 0.02%
	34,000	Altria Group, Inc.
		9.700%, 11/10/2018		43,837
		Trucking - 0.23%
		Penske Truck Leasing Co., L.P.
	400,000	3.125%, 05/11/2015
		(Acquired 05/08/2012,
		Cost $399,774) (b)		405,713
	35,000	4.875%, 07/11/2022
		(Acquired 07/16/2013,
		Cost $35,890) (b)		37,674
	250,000	Ryder Systems, Inc.
		2.450%, 09/03/2019		248,885
				692,272

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal
Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Wireless Telecommunication Services - 0.54%
	680,000	Rogers Communications, Inc.
		5.000%, 03/15/2044	$	695,975
	915,000	Vodafone Group Plc
		1.500%, 02/19/2018 (c)		902,442
				1,598,417
		Total Corporate Obligations
		(Cost $107,331,072)		109,229,583
		FOREIGN GOVERNMENT DEBT
		OBLIGATIONS - 0.37%
	275,000	Brazilian Government International
		Bond
		5.875%, 01/15/2019		310,750
		Federal Government of Mexico
	222,000	4.750%, 03/08/2044		221,445
	300,000	5.750%, 10/12/2110		311,250
	250,000	Republic of Colombia
		4.375%, 07/12/2021		265,000
		Total Foreign Government Debt
		Obligations (Cost $1,017,323)		1,108,445
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY - 26.20%
		Federal Home Loan Mortgage Corp.
	340,529	Series 2590, 5.000%,
		03/15/2018		358,067
	800,000	Series K-703, 2.699%,
		05/25/2018 (a)		827,005
	5,395	Pool #E9-9763
		4.500%, 09/01/2018		5,709
	4,811	Pool #E9-9764
		4.500%, 09/01/2018		5,086
	600,000	Series K-705, 2.303%,
		09/25/2018 (a)		609,604
	900,000	Series K-706, 2.323%,
		10/25/2018		914,446
	600,000	Series K-709, 2.086%,
		03/25/2019		602,064
	121,064	Pool #D9-6291
		4.500%, 09/01/2023		130,667
	288,022	Pool #G1-3624
		5.000%, 08/01/2024		313,391

Principal
Amount			Value
	MORTGAGE BACKED SECURITY -
	U.S. GOVERNMENT AGENCY
	(Continued)
3,602,177	Pool #J2-5769
	3.500%, 09/01/2028	$	3,806,177
3,389,960	Pool #U7-9038
	3.000%, 11/01/2028		3,486,416
366,604	Series 2329, 6.500%,
	06/15/2031		415,538
188,797	Series 2338, 6.500%,
	07/15/2031		215,039
328,892	Pool #78-0447
	2.375%, 04/01/2033 (a)		350,650
603,134	Pool #MA1870
	4.500%, 04/01/2034		656,940
256	Pool #A4-3129
	5.500%, 02/01/2036		287
1,134,425	Pool #C0-3815
	3.500%, 03/01/2042		1,160,813
891,148	Pool #U9-0688
	4.000%, 05/01/2042		943,140
2,014,816	Pool #Q0-9949
	3.000%, 08/01/2042		1,992,684
	Federal National Mortgage Association
528,000	Pool #468123
	3.840%, 05/01/2018		564,366
1,617	Pool #685505
	5.000%, 05/01/2018		1,710
1,676	Pool #705709
	5.000%, 05/01/2018		1,771
1,404,860	Pool #AI4868
	4.000%, 06/01/2026		1,500,726
1,161,951	Pool #AJ8325
	3.000%, 12/01/2026		1,201,228
1,236,884	Pool #AB5907
	3.000%, 08/01/2027		1,278,733
1,561,537	Pool #AQ5095
	3.000%, 11/01/2027		1,614,372
918,254	Pool #AL2877
	3.500%, 01/01/2028		967,726
178,128	Pool #544859
	2.435%, 08/01/2029 (a)		186,006
289,497	Pool #786848
	7.000%, 10/01/2031		338,273

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	9,810	Pool #727181
		5.000%, 08/01/2033	$	10,918
	4,729	Pool #730727
		5.000%, 08/01/2033		5,263
	1,364	Pool #741862
		5.500%, 09/01/2033		1,532
	145,172	Pool #MA1689
		4.000%, 12/01/2033		154,574
	1,932	Pool #766197
		5.500%, 02/01/2034		2,170
	297	Pool #776974
		5.500%, 04/01/2034		337
	273,330	Pool #888504 2.190%,
		04/01/2034 (a)		293,124
	11,495	Pool #775776
		5.500%, 05/01/2034		12,908
	270,415	Pool #802783
		2.205%, 10/01/2034 (a)		289,847
	11,695	Pool #781629
		5.500%, 12/01/2034		13,131
	353	Pool #806098
		6.000%, 12/01/2034		399
	11,623	Pool #822815
		5.500%, 04/01/2035		13,049
	10,974	Pool #357850
		5.500%, 07/01/2035		12,334
	9,599	Pool #820242
		5.000%, 07/01/2035		10,671
	2,316	Pool #838452
		5.500%, 09/01/2035		2,607
	9,466	Pool #865854
		6.000%, 03/01/2036		10,693
	19,639	Pool #891474
		6.000%, 04/01/2036		22,509
	14,782	Pool #906000
		6.000%, 01/01/2037		16,692
	159	Pool #928062
		5.500%, 02/01/2037		179
	250	Pool #899119
		5.500%, 04/01/2037		278
	234	Pool #938488
		5.500%, 05/01/2037		260

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	382	Pool #970131
		5.500%, 03/01/2038	$	428
	231	Pool #981313
		5.500%, 06/01/2038		257
	382	Pool #985108
		5.500%, 07/01/2038		427
	187	Pool #964930
		5.500%, 08/01/2038		210
	206	Pool #987032
		5.500%, 08/01/2038		231
	311	Pool #968371
		5.500%, 09/01/2038		350
	138	Pool #993050
		5.500%, 12/01/2038		154
	48,151	Pool #993579
		4.000%, 05/01/2039		50,828
	11,962	Pool #AA5840
		4.000%, 06/01/2039		12,627
	150,353	Pool #AA7670
		4.500%, 06/01/2039		162,730
	106,409	Pool #AA8715
		4.000%, 06/01/2039		113,010
	12,896	Pool #AA9133
		4.500%, 08/01/2039		14,093
	27,632	Pool #AC2861
		4.500%, 08/01/2039		30,189
	61,463	Pool #AC6121
		4.500%, 11/01/2039		67,143
	10,781	Pool #AC8372
		4.500%, 12/01/2039		11,733
	437,958	Pool #AD0586
		4.500%, 12/01/2039		478,482
	389,845	Pool #AD5574
		5.000%, 04/01/2040		430,976
	1,304,292	Pool #AD4062
		5.000%, 05/01/2040		1,445,708
	2,397,294	Pool #AD6929
		5.000%, 06/01/2040		2,661,832
	81,310	Pool #AD7793
		4.500%, 07/01/2040		87,921
	27,111	Pool #AD9896
		4.000%, 08/01/2040		28,618

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	886,141	Pool #AE0217
		4.500%, 08/01/2040	$	959,427
	33,508	Pool #AB1500
		4.000%, 09/01/2040		35,371
	26,943	Pool #AD9856
		4.000%, 09/01/2040		28,440
	29,131	Pool #AE2559
		4.000%, 09/01/2040		30,751
	9,098	Pool #AE2562
		4.000%, 09/01/2040		9,603
	11,872	Pool #AE2566
		4.000%, 09/01/2040		12,532
	600,000	Pool #TBA,
		3.500%, 10/01/2040 (f)		613,313
	69,645	Pool #AE4124
		4.000%, 10/01/2040		73,517
	38,929	Pool #AE4888
		4.000%, 10/01/2040		41,093
	46,072	Pool #AE3916
		4.000%, 11/01/2040		48,634
	7,496	Pool #AE5147
		4.000%, 11/01/2040		7,913
	86,619	Pool #AE8715
		4.000%, 11/01/2040		91,434
	900,549	Pool #AE0698
		4.500%, 12/01/2040		974,443
	9,703	Pool #AH0006
		4.000%, 12/01/2040		10,243
	26,956	Pool #AH0020
		4.000%, 12/01/2040		28,455
	54,781	Pool #AH0599
		4.000%, 12/01/2040		57,826
	22,316	Pool #AH0601
		4.000%, 12/01/2040		23,556
	36,725	Pool #AH1263
		4.000%, 01/01/2041		38,767
	575,401	Pool #AB2265
		4.000%, 02/01/2041		610,336
	11,744	Pool #AH4659
		4.000%, 02/01/2041		12,397
	169,223	Pool #AH5653
		4.000%, 02/01/2041		178,630

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	279,620	Pool #AL0934
		5.000%, 02/01/2041	$	313,539
	1,358,284	Pool #AB2537
		5.000%, 03/01/2041		1,501,476
	369,692	Pool #AD1889
		4.500%, 03/01/2041		399,856
	20,870	Pool #AH6150
		4.000%, 03/01/2041		22,031
	1,205,791	Pool #AH8854
		4.500%, 04/01/2041		1,305,723
	207,901	Pool #AL0215
		4.500%, 04/01/2041		225,092
	1,677,924	Pool #AL0247
		4.000%, 04/01/2041		1,779,902
	206,274	Pool #AL0187
		5.000%, 05/01/2041		228,128
	2,232,610	Pool #AL0208
		4.500%, 05/01/2041		2,417,347
	33,019	Pool #AL0456
		5.000%, 06/01/2041		36,520
	1,161,887	Pool #AB3395
		4.500%, 08/01/2041		1,258,183
	154,608	Pool #AI8842
		4.500%, 08/01/2041		167,302
	36,485	Pool #AJ1080
		4.500%, 09/01/2041		39,447
	58,310	Pool #AL0815
		4.000%, 09/01/2041		61,947
	20,498	Pool #AJ1562
		4.000%, 10/01/2041		21,777
	22,371	Pool #AJ1972
		4.000%, 10/01/2041		23,766
	2,907,283	Pool #AJ2212
		4.500%, 10/01/2041		3,160,794
	39,972	Pool #AJ3146
		4.500%, 10/01/2041		43,246
	30,557	Pool #AJ4756
		4.000%, 10/01/2041		32,463
	1,196,859	Pool #AB3876
		4.000%, 11/01/2041		1,263,393
	24,437	Pool #AJ3330
		4.000%, 11/01/2041		25,963

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	26,897	Pool #AJ4549
		4.000%, 11/01/2041	$	28,575
	20,388	Pool #AJ4698
		4.000%, 11/01/2041		21,660
	42,609	Pool #AJ5424
		4.000%, 11/01/2041		45,269
	20,801	Pool #AJ7840
		4.000%, 11/01/2041		22,095
	26,728	Pool #AB3995
		4.000%, 12/01/2041		28,396
	27,439	Pool #AI0848
		4.000%, 12/01/2041		29,151
	24,218	Pool #AJ4187
		4.000%, 12/01/2041		25,729
	32,160	Pool #AJ5736
		4.000%, 12/01/2041		34,167
	23,350	Pool #AJ5968
		4.000%, 12/01/2041		24,648
	33,227	Pool #AJ6061
		4.000%, 12/01/2041		35,300
	22,204	Pool #AJ7868
		4.000%, 12/01/2041		23,590
	44,964	Pool #AJ8104
		4.000%, 12/01/2041		47,766
	26,231	Pool #AJ8109
		4.000%, 12/01/2041		27,869
	20,829	Pool #AJ8171
		4.000%, 12/01/2041		22,128
	33,199	Pool #AJ8341
		4.000%, 12/01/2041		35,271
	53,083	Pool #AJ8436
		4.000%, 12/01/2041		56,388
	22,680	Pool #AJ8912
		4.000%, 12/01/2041		24,096
	26,383	Pool #AJ9248
		4.000%, 12/01/2041		28,030
	34,639	Pool #AJ2446
		4.000%, 01/01/2042		36,564
	33,416	Pool #AJ7538
		4.000%, 01/01/2042		35,502
	14,050	Pool #AJ8001
		4.000%, 01/01/2042		14,832

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	32,411	Pool #AJ8369
		4.000%, 01/01/2042	$	34,434
	29,690	Pool #AJ9162
		4.000%, 01/01/2042		31,543
	163,296	Pool #AJ9330
		4.000%, 01/01/2042		173,492
	19,396	Pool #AJ9779
		4.000%, 01/01/2042		20,607
	25,884	Pool #AK0170
		4.000%, 01/01/2042		27,501
	56,624	Pool #AK0543
		4.000%, 01/01/2042		60,159
	21,638	Pool #AK0563
		4.000%, 01/01/2042		22,989
	47,957	Pool #AK1827
		4.000%, 01/01/2042		50,947
	920,079	Pool #AL2752
		5.000%, 03/01/2042		1,020,487
	172,247	Pool #AB5529
		4.000%, 07/01/2042		182,137
	2,403,811	Pool #AK0080
		4.000%, 08/01/2042		2,537,646
	307,495	Pool #AB6228
		3.500%, 09/01/2042		314,994
	5,400,000	Pool #TBA
		3.000%, 10/15/2042 (f)		5,323,640
	277,658	Pool #AL3896
		4.500%, 01/01/2043		300,812
	560,800	Pool #AQ9316
		2.500%, 01/01/2043		531,902
	2,133,318	Pool #AQ9345
		3.500%, 01/01/2043		2,185,004
	1,751,820	Pool #AS3135
		3.500%, 08/01/2044		1,793,544
		Government National Mortgage Association
	30,977	Pool #614436X
		5.000%, 08/15/2033		34,116
	429,191	Pool #618907X
		5.000%, 09/15/2033		476,962
	51,182	Pool #605098X
		5.000%, 03/15/2034		56,623

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal
Amount			Value
		MORTGAGE BACKED SECURITY -
		U.S. GOVERNMENT AGENCY
		(Continued)
	59,066	Pool #520279X
		5.000%, 11/15/2034	$	65,286
	78,127	Pool #736686X
		5.000%, 02/15/2039		86,161
	1,259,977	Pool #723248
		5.000%, 10/15/2039		1,400,924
	288,926	Pool #782916X
		5.500%, 02/15/2040		321,374
	805,863	Pool #733724X
		4.500%, 06/15/2040		884,599
	1,029,164	Pool #752599C
		4.000%, 10/20/2040		1,099,924
	1,481,750	Pool #752631C
		4.500%, 10/20/2040		1,627,975
	1,100,000	Pool #TBA 3.500%, 10/15/2041		1,136,695
	3,800,000	Pool #TBA
		4.000%, 10/15/2041		4,027,406
	1,990,300	Pool #AD8801X
		3.500%, 03/15/2043		2,061,407
	600,000	Pool #TBA
		3.000%, 10/15/2044		603,844
		Total Mortgage Backed Security -
		U.S. Government Agency
		(Cost $76,924,104)		78,276,792
		MUNICIPAL DEBT OBLIGATIONS - 0.29%
		California, GO,
	175,000	7.950%, 03/01/2036		213,638
	300,000	7.550%, 04/01/2039		437,760
	205,000	University of California, Refunding,
		Revenue Bond,
		4.601%, 05/15/2031		221,749
		Total Municipal Debt Obligations
		(Cost $780,213)		873,147
		U.S. TREASURY OBLIGATIONS - 18.09%
		U.S. Treasury Bonds - 5.50%
	846,388	0.125%, 01/15/2023 (h)		819,475
	2,011,528	0.625%, 01/15/2024 (h)		2,022,999
	225,763	0.125%, 07/15/2024 (h)		216,873
	895,000	5.375%, 02/15/2031		1,184,966
	1,000,000	4.500%, 02/15/2036		1,234,688
	4,990,000	3.125%, 11/15/2041 (c)		4,951,018

Principal
Amount			Value
		U.S. TREASURY OBLIGATIONS (Continued)
		U.S. Treasury Bonds (Continued)
	511,135	1.375%, 02/15/2044 (h)	$	547,514
	5,550,000	3.125%, 08/15/2044 (c)		5,461,983
		U.S. Treasury Notes - 12.59%
	6,075,000	0.500%, 08/31/2016		6,069,186
	2,655,000	0.875%, 01/31/2017 (c)		2,660,392
	830,000	1.000%, 09/15/2017		828,704
	1,423,478	0.125%, 04/15/2019 (h)		1,427,370
	5,840,000	1.625%, 08/31/2019 (c)		5,800,533
	1,215,000	1.750%, 09/30/2019		1,213,434
	7,775,000	2.000%, 11/15/2021		7,655,949
	9,555,000	2.000%, 02/15/2022		9,386,297
	2,620,000	2.375%, 08/15/2024		2,589,912
		Total U.S. Treasury Obligations
		(Cost $53,379,531)		54,071,293

Number
of Shares
		SHORT TERM INVESTMENTS - 6.39%
		Money Market Funds - 6.39%
	19,086,951	Federated Prime Obligations Fund
		Effective Yield, 0.03%		19,086,951
		Total Short Term Investments
		(Cost $19,086,951)		19,086,951
		INVESTMENTS PURCHASED
		AS SECURITIES LENDING
		COLLATERAL - 7.00%
		Money Market Funds - 7.00%
	20,908,927	Mount Vernon Prime Portfolio
		Effective Yield, 0.18%		20,908,927
		Total Investments Purchased as
		Securities Lending Collateral
		(Cost $20,908,927)		20,908,927
		Total Investments
		(Cost $328,113,439) - 111.13%		332,101,220
		Liabilities in Excess of
		Other Assets - (11.13)%		(33,266,421	)
		TOTAL NET
		ASSETS - 100.00%	$	298,834,799

See notes to financial statements.

GuideMark^SMCore Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Percentages are stated as a percent of net assets.

(a)	Variable Rate Security. The rate shown is the rate in effect on September 30, 2014.
(b)	Restricted securities as defined in Rule 144(a) under the Securities Act of 1933. Such securities are treated as liquid securities according to the Fund’s liquidity guidelines. The value of these securities total $24,252,632, which represents 8.12% 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 $8,640, which represents 0.00% of total net assets.
(f)	Security purchased on a when-issued basis. On September 30, 2014, the total value of investments purchased on a when-issued basis was $11,704,898 or 3.92% of total net assets.
(g)	As of September 30, 2014, the Fund has fair valued these securities. The value of these securities were $3,952, which represents 0.00% of total net assets.
(h)	Represents a U.S. Treasury Inflation Protected Security.

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS - 97.80%
		Arizona - 2.49%
$	590,000	Arizona University System Board of
		Regents, Series A, Refunding,
		Revenue Bond,
		5.000%, 07/01/2028	$	685,132
	450,000	Phoenix Civic Improvement Wastewater
		System, Refunding, Revenue Bond,
		5.000%, 07/01/2020		495,891
	500,000	Salt River Project, Series A,
		Revenue Bond,
		5.000%, 01/01/2021		567,120
				1,748,143
		Arkansas - 0.76%
	500,000	University of Arkansas, Series A,
		Revenue Bond,
		4.125%, 11/01/2030		532,335
		California - 11.32%
	65,000	California Department of Water
		Resources Power Supply, Series L,
		Revenue Bond,
		5.000%, 05/01/2017		72,589
	445,000	California Economic Recovery,
		Series A, Refunding, GO,
		5.250%, 07/01/2021		526,965
	390,000	California Municipal Finance Authority,
		Mobile Home Park, Series A,
		Refunding, Revenue Bond,
		6.400%, 08/15/2045		431,406
	500,000	California State University, Series A,
		Refunding, Revenue Bond,
		5.000%, 11/01/2031		592,135
	350,000	California Statewide Community
		Development Authority, Refunding,
		Revenue Bond,
		6.125%, 07/01/2046		357,017
	160,000	California Statewide Community
		Development Authority, Series A,
		Revenue Bond,
		6.125%, 11/01/2033		174,952
	500,000	California Statewide Community
		Development Authority, Series A,
		Revenue Bond, CMI Insured,
		5.000%, 08/01/2034		559,295

Principal Amount			Value
		California (Continued)
		California, GO,
$	1,000,000	6.500%, 04/01/2033	$	1,227,770
	320,000	5.000%, 10/01/2044		361,629
		California, Refunding, GO,
	45,000	5.000%, 02/01/2017		49,713
	100,000	5.000%, 09/01/2022		120,953
	500,000	5.000%, 11/01/2043		560,360
		Golden State Tobacco Securitization,
		Series A, Refunding, Revenue Bond,
	250,000	5.000%, 06/01/2045		254,527
	375,000	5.750%, 06/01/2047		299,134
	100,000	Los Angeles County California
		Regional Funding Authority,
		Series B-3, Revenue Bond,
		CMI Insured,
		2.500%, 11/15/2020		101,543
	1,000,000	Los Angeles Department of Airports,
		Series A, Refunding, Revenue Bond,
		5.250%, 05/15/2029		1,169,080
	500,000	San Mateo Joint Powers Financing
		Authority, Series A, Refunding,
		Revenue Bond,
		5.250%, 07/15/2025		570,295
	250,000	Southern California Public Power
		Authority, Revenue Bond,
		5.250%, 07/01/2028		297,543
	200,000	University of California, Series G,
		Refunding, Revenue Bond,
		5.000%, 05/15/2037		224,588
				7,951,494
		Colorado - 3.34%
	130,000	Colorado Health Facilities Authority,
		Revenue Bond,
		8.000%, 08/01/2043		153,244
	125,000	Colorado Health Facilities Authority,
		Series A, Revenue Bond,
		5.750%, 02/01/2044		140,640
	750,000	Colorado Regional Transportation
		District, Series A, Revenue Bond,
		5.000%, 11/01/2027		881,565
	310,000	Denver Airport, Series B, Refunding,
		Revenue Bond,
		5.000%, 11/15/2024		373,352

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Colorado (Continued)
$	700,000	Regional Transportation District,
		Revenue Bond,
		6.000%, 01/15/2026	$	797,937
				2,346,738
		Connecticut - 0.82%
	500,000	Connecticut Health & Educational
		Facilities Authority, Series A,
		Refunding, Revenue Bond,
		5.000%, 07/01/2025		574,510
		District of Columbia - 0.69%
	380,000	District of Columbia, Series A,
		Revenue Bond,
		5.000%, 10/01/2029		423,347
	55,000	Metropolitan Airports Authority
		Airport System, Series B, Refunding,
		Revenue Bond,
		5.000%, 10/01/2016		59,917
				483,264
		Florida - 2.68%
	300,000	Brevard County Health Facilities
		Authority, Revenue Bond,
		7.000%, 04/01/2039		343,452
	300,000	Florida Board of Education, Series B,
		Refunding, GO,
		3.000%, 06/01/2027		302,505
	500,000	Florida Board of Education, Series C,
		Refunding, GO,
		4.000%, 06/01/2025		552,720
	65,000	Halifax Hospital Medical Center,
		Series A, Refunding, Revenue Bond,
		5.250%, 06/01/2015		66,845
	500,000	Miami-Dade County Health Facilities,
		Series A, Refunding, Revenue Bond,
		5.250%, 08/01/2021		561,995
	10,000	Palm Beach County Florida Health
		Facilities Authority, Revenue Bond,
		7.250%, 06/01/2034		11,180
	40,000	Palm Beach County Florida Health
		Facilities Authority, Series A,
		Refunding, Revenue Bond,
		7.500%, 06/01/2049		44,935
				1,883,632

Principal Amount			Value
		Georgia - 1.07%
$	350,000	Atlanta Water & Wastewater,
		Revenue Bond,
		6.250%, 11/01/2039	$	414,600
	325,000	Marietta Development Authority,
		Revenue Bond,
		7.000%, 06/15/2039		340,642
				755,242
		Hawaii - 2.23%
	495,000	Hawaii Highway Revenue, Series A,
		Revenue Bond,
		5.000%, 01/01/2017		543,594
	85,000	Hawaii, Series CW, Refunding, GO,
		5.000%, 04/01/2024		93,533
	415,000	Hawaii, Series DJ, GO,
		5.000%, 04/01/2024		461,347
	400,000	Hawaii, Series DZ, GO,
		5.000%, 12/01/2030		469,188
				1,567,662
		Illinois - 3.60%
	500,000	Illinois Finance Authority - DePaul
		University, Revenue Bond,
		5.000%, 10/01/2019		564,700
	225,000	Illinois Financial Authority,
		Revenue Bond,
		7.000%, 08/15/2044		259,184
	250,000	Metropolitan Pier & Exposition
		Authority, Series B, Refunding,
		Revenue Bond,
		5.000%, 06/15/2023		291,238
	150,000	O’Hare International Airport, Series D,
		Refunding, Revenue Bond,
		5.250%, 01/01/2030		172,708
	500,000	Railsplitter Tobacco Settlement
		Authority, Revenue Bond,
		6.250%, 06/01/2024		542,780
	120,000	Southwestern Illinois Development
		Authority Health Care Facilities,
		Refunding, Revenue Bond,
		7.125%, 11/01/2043		131,892
	500,000	University of Illinois, Series C,
		Revenue Bond,
		5.000%, 04/01/2026		570,455
				2,532,957

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Indiana - 3.04%
$	500,000	Fishers Industry Redevelopment District,
		Saxony Project, Revenue Bond,
		5.250%, 07/15/2034	$	551,480
	250,000	Indiana Municipal Power Agency,
		Series A, Refunding, Revenue Bond,
		5.250%, 01/01/2032		286,347
	400,000	Sheridan Community School’s
		Building Corporation, Revenue Bond,
		FSA Insured,
		5.500%, 07/15/2020		462,940
	125,000	Shoals Exempt Facilities,
		Revenue Bond,
		7.250%, 11/01/2043		139,609
	500,000	Tri-Creek Middle School Building Corp.,
		Revenue Bond, FSA Insured,
		5.250%, 07/15/2021		564,760
	115,000	Valparaiso Exempt Facilities,
		Revenue Bond,
		7.000%, 01/01/2044		130,844
				2,135,980
		Iowa - 0.38%
	225,000	Des Moines Iowa Independent
		Community School District,
		Revenue Bond, BAM Insured,
		5.000%, 06/01/2022		268,139
		Kansas - 1.15%
	500,000	Kansas Department of Transportation
		Highway Revenue, Series A,
		Revenue Bond,
		5.000%, 09/01/2029		601,335
	295,000	Wyandotte County/Kansas City Unified
		Government, Series B, Refunding,
		Revenue Bond,
		0.000%, 06/01/2021 (a)		206,084
				807,419
		Kentucky - 0.16%
	100,000	Kentucky Public Transportation
		Infrastructure Authority, Series A,
		Revenue Bond,
		5.000%, 07/01/2017		110,772

Principal Amount			Value
		Louisiana - 2.05%
$	800,000	Louisiana Citizens Property,
		Revenue Bond,
		6.750%, 06/01/2026	$	935,024
	200,000	Louisiana Highway Improvement,
		Series A, Revenue Bond,
		5.000%, 06/15/2029		236,210
	125,000	Louisiana Public Facilities Authority,
		Series A, Revenue Bond,
		8.375%, 12/15/2043		134,649
	125,000	Saint John Baptist Parish Louisiana
		Revenue Marathon Oil Corp., Series A,
		Revenue Bond,
		5.125%, 06/01/2037		132,002
				1,437,885
		Maryland - 4.37%
	325,000	Anne Arundel County, Tax Allocation,
		6.100%, 07/01/2040		347,395
	600,000	Maryland Department of Transportation
		County T Construction, Revenue Bond,
		5.500%, 02/01/2017		669,486
	400,000	Maryland Department of Transportation,
		Revenue Bond,
		5.000%, 02/15/2026		467,224
	180,000	Maryland Economic Development
		Corporation, Refunding, Revenue
		Bond, Consol Energy, Inc. Insured,
		5.750%, 09/01/2025		197,921
	400,000	Maryland Student Housing Economic
		Development, Revenue Bond,
		5.750%, 06/01/2033		422,200
	400,000	Maryland, GO,
		5.500%, 03/01/2017		447,872
	250,000	Maryland, Series 2, Refunding, GO,
		5.000%, 08/01/2023		308,815
	200,000	Westminster Project Revenue, Lutheran
		Village at Miller’s Grant, Series A,
		Revenue Bond,
		6.000%, 07/01/2034		211,308
				3,072,221
		Massachusetts - 2.49%
	250,000	Cambridge, GO,
		3.000%, 02/15/2018		269,098

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Massachusetts (Continued)
$	785,000	Massachusetts Health & Educational
		Facilities Authority, Series A,
		Refunding, Revenue Bond,
		5.500%, 11/15/2036	$	917,076
	500,000	Massachusetts Health & Educational
		Facilities Authority, Series B,
		Revenue Bond,
		5.000%, 10/01/2038		561,380
				1,747,554
		Michigan - 0.83%
	100,000	Grand Valley State University, Series B,
		Refunding, Revenue Bond,
		5.000%, 12/01/2024		120,909
	400,000	Michigan Finance Authority, Series B,
		Refunding, Revenue Bond,
		5.000%, 07/01/2021		461,048
				581,957
		Minnesota - 1.42%
	160,000	Minneapolis-St. Paul Metropolitan
		Airports Commission, Series A,
		Refunding, Revenue Bond,
		5.000%, 01/01/2030		185,240
	150,000	Rochester Health Care & Housing
		Facility, Series A, Refunding,
		Revenue Bond,
		6.875%, 12/01/2048		166,038
	560,000	Rochester Health Care Facilities Mayo
		Clinic, Series C, Revenue Bond,
		4.500%, 11/15/2038 (b)		650,009
				1,001,287
		Missouri - 3.42%
	200,000	Kansas City Missouri Special
		Obligation, Series B, Refunding,
		Revenue Bond,
		5.000%, 08/01/2022		232,408
	355,000	Missouri Board of Public Buildings,
		Series A, Refunding, Revenue Bond,
		4.000%, 10/01/2026		387,184
	500,000	Missouri Health & Educational
		Facilities Authority, Series A,
		Revenue Bond,
		5.375%, 03/15/2039		560,065

Principal Amount			Value
		Missouri (Continued)
$	500,000	Missouri Highway & Transportation
		Commission, Series B, Revenue Bond,
		5.000%, 05/01/2024	$	536,630
	250,000	Sikeston Electric, Refunding,
		Revenue Bond,
		5.000%, 06/01/2018		275,135
	350,000	St. Louis Airport, Revenue Bond,
		6.625%, 07/01/2034		411,114
				2,402,536
		Nebraska - 0.82%
	500,000	Omaha Public Power Distributors,
		Series B, Revenue Bond,
		5.000%, 02/01/2027		573,670
		Nevada - 0.29%
	60,000	Henderson Nevada Public Improvement
		Trust, Refunding, Revenue Bond,
		5.500%, 01/01/2039		65,131
	125,000	Nevada Unemployment Compensation
		Fund, Revenue Bond,
		5.000%, 06/01/2017		139,321
				204,452
		New Hampshire - 0.19%
	120,000	New Hampshire Health & Educational
		Facilities Authority, Refunding,
		Revenue Bond,
		5.000%, 07/01/2027		131,345
		New Jersey - 2.47%
	150,000	City of Paterson, Refunding, GO,
		5.000%, 01/15/2024		170,320
	55,000	Gloucester County New Jersey
		Pollution Authority, Series A,
		Refunding, Revenue Bond,
		5.000%, 12/01/2024		61,304
	90,000	New Jersey Economic Development
		Authority, Series B, Revenue Bond,
		5.625%, 11/15/2030		97,788
	250,000	New Jersey Transportation Trust Fund
		Authority, Series A, Revenue Bond,
		5.750%, 06/15/2018		286,442
	500,000	New Jersey Turnpike Authority,
		Series A, Revenue Bond,
		5.000%, 01/01/2032		574,810

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		New Jersey (Continued)
$	300,000	New Jersey Turnpike Authority,
		Series B, Refunding, Revenue Bond,
		5.000%, 01/01/2022	$	355,518
	255,000	Tobacco Settlement Financing Corp.,
		Series 1A, Refunding, Revenue Bond,
		5.000%, 06/01/2041		187,925
				1,734,107
		New York - 11.00%
	325,000	Brooklyn Arena Local Development
		Corp., Revenue Bond,
		6.500%, 07/15/2030		376,906
	500,000	Build NYC Resource Corp., Refunding,
		Revenue Bond,
		5.000%, 08/01/2020		572,050
	95,000	Nassau County Local Economic
		Assistance Corp., Refunding,
		Revenue Bond,
		5.000%, 07/01/2019		108,252
	40,000	New York City Industrial Development
		Agency, Series A, Refunding,
		Revenue Bond,
		5.000%, 07/01/2022		45,166
	250,000	New York City Municipal Water
		Finance Authority, Series BB,
		Refunding, Revenue Bond
		5.000%, 06/15/2046		276,717
		New York City Transitional Finance
		Authority, Series A-1, Revenue Bond,
	470,000	5.000%, 08/01/2031		549,914
	500,000	5.000%, 11/01/2042		563,270
	900,000	New York City, GO,
		5.375%, 04/01/2036		1,032,030
	125,000	New York City, Series E,
		Refunding, GO,
		5.000%, 08/01/2020		147,869
	250,000	New York City, Series F,
		Refunding, GO,
		5.000%, 08/01/2025		294,350
	300,000	New York City, Series J,
		Refunding, GO,
		5.000%, 08/01/2017		336,144

Principal Amount			Value
		New York (Continued)
$	325,000	New York Dormitory Authority,
		Revenue Bond,
		6.125%, 12/01/2029	$	346,083
	170,000	New York Dormitory Authority,
		Series A, Revenue Bond,
		5.500%, 01/01/2039		188,374
	250,000	New York Dormitory Authority,
		Series B, Refunding, Revenue Bond,
		5.000%, 07/01/2038		282,652
	500,000	New York Environmental Facilities
		Corporation, Revenue Bond,
		5.500%, 10/15/2027		655,530
	500,000	New York Environmental Facilities
		Corporation, Series A, Revenue Bond,
		5.000%, 06/15/2034		565,755
	165,000	New York Thruway Authority General
		Revenue Junior Indebtedness, Series A,
		Refunding, Revenue Bond,
		5.000%, 05/01/2019		191,487
	200,000	New York, Series E, GO,
		4.000%, 12/15/2027		222,156
	200,000	Niagara Tobacco Asset Securitization,
		Asset Backed Bonds, Refunding,
		Revenue Bond,
		4.000%, 05/15/2029		199,774
	700,000	Tobacco Settlement Financing Corp.,
		Series B, Refunding, Revenue Bond,
		5.000%, 06/01/2022		778,428
				7,732,907
		North Carolina - 2.48%
	115,000	Gaston County Industrial Facilities &
		Pollution Control Financing Authority,
		Revenue Bond,
		5.750%, 08/01/2035		115,156
	500,000	North Carolina Capital Facilities
		Finance Agency, Series B, Refunding,
		Revenue Bond,
		5.000%, 10/01/2038		569,245
	320,000	North Carolina Eastern Municipal
		Power Agency Power Systems,
		Series A, Revenue Bond,
		5.000%, 01/01/2025		368,698

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		North Carolina (Continued)
$	250,000	North Carolina Eastern Municipal
		Power Agency Power Systems,
		Series B, Refunding, Revenue Bond,
		6.250%, 01/01/2023	$	314,350
	305,000	North Carolina, Series C,
		Refunding, GO,
		5.000%, 05/01/2022		372,152
				1,739,601
		North Dakota - 0.16%
	110,000	Williston Multi-Family Housing,
		Revenue Bond,
		7.750%, 09/01/2038		112,821
		Ohio - 1.65%
	500,000	Ohio Air Quality Development
		Authority, Series A, Revenue Bond,
		5.700%, 08/01/2020		575,995
	500,000	Ohio Higher Education Facilities
		Commission, Refunding,
		Revenue Bond,
		5.000%, 01/01/2026		581,980
				1,157,975
		Oregon - 1.56%
	400,000	Clackamas County School District, GO,
		5.000%, 06/15/2021 (b)		443,532
	200,000	Oregon Department Administrative
		Services Lottery, Series A,
		Revenue Bond,
		5.250%, 04/01/2024		239,538
	350,000	Oregon Facilities Authority Peacehealth
		Project, Series A, Refunding,
		Revenue Bond,
		5.000%, 11/15/2021		415,236
				1,098,306
		Pennsylvania - 5.62%
	180,000	Allegheny County Industrial
		Development Authority, Refunding,
		Revenue Bond,
		6.500%, 05/01/2017		194,904
	350,000	Butler County Hospital Authority,
		Revenue Bond,
		7.125%, 07/01/2029		417,826

Principal Amount			Value
		Pennsylvania (Continued)
$	250,000	Delaware Valley Pennsylvania
		Regional Finance Authority, Series A,
		Revenue Bond, AMBAC Insured,
		5.500%, 08/01/2028	$	294,777
	200,000	Montgomery County Industrial
		Development Authority,
		Revenue Bond,
		6.000%, 02/01/2021		202,076
	400,000	Pennsylvania Economic Development
		Financing Authority, Albert Einstein
		Health Care, Series A, Refunding,
		Revenue Bond,
		6.250%, 10/15/2023		451,732
		Pennsylvania Higher Educational
		Facilities Authority, Revenue Bond,
	500,000	5.250%, 07/01/2019		552,880
	400,000	5.800%, 07/01/2030		433,608
	250,000	Pennsylvania Higher Educational
		Facilities Authority, Series E,
		Refunding, Revenue Bond,
		5.000%, 05/15/2019		290,705
	350,000	Pennsylvania Turnpike Commission,
		Series A-1, Revenue Bond,
		5.000%, 12/01/2038		384,185
	500,000	Philadelphia Gas Works, Refunding,
		Revenue Bond,
		5.250%, 08/01/2017		557,760
	150,000	University of Pittsburgh of the
		Commonwealth System of Higher
		Education, Series B, Revenue Bond,
		5.000%, 09/15/2028		171,474
				3,951,927
		Puerto Rico - 0.96%
	620,000	Puerto Rico Commonwealth, Series B,
		Prerefunded, GO,
		5.250%, 07/01/2032		672,787
		South Carolina - 0.68%
	400,000	Charleston Educational Excellence
		Financing Corp., Refunding,
		Revenue Bond,
		5.000%, 12/01/2025		478,876

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		South Dakota - 0.48%
$	330,000	South Dakota Housing Development
		Authority, Series A, Revenue Bond,
		4.250%, 05/01/2015	$	336,838
		Texas - 10.41%
	430,000	Central Texas Regional Mobility
		Authority, Series A, Refunding,
		Revenue Bond,
		6.000%, 01/01/2041		488,256
	635,000	Clifton Texas Higher Education
		Finance Corp., Series A, Refunding,
		Revenue Bond,
		4.000%, 12/01/2015		656,704
	200,000	Dallas-Fort Worth International Airport,
		Series B, Revenue Bond,
		5.000%, 11/01/2026		232,708
	515,000	Frisco Texas Independent School
		District, Series A, GO,
		6.000%, 08/15/2038		599,836
	425,000	Harris County Industrial Development,
		Revenue Bond,
		5.000%, 02/01/2023		460,479
	250,000	Houston Texas Airport System,
		Refunding, Revenue Bond,
		5.000%, 07/01/2029		257,962
	500,000	Houston, GO,
		5.250%, 03/01/2028		561,940
	250,000	North Texas Tollway Authority,
		Series A, Revenue Bond,
		5.000%, 09/01/2020		297,290
	770,000	North Texas Tollway Authority,
		Series E, Refunding, Revenue Bond,
		5.750%, 01/01/2038 (b)		817,979
	445,000	North Texas Tollway Authority,
		Series F, Refunding, Revenue Bond,
		5.750%, 01/01/2038		493,305
		Texas Private Activity Surface
		Transportation Corp., Revenue Bond,
	445,000	7.500%, 12/31/2031		542,442
	400,000	7.500%, 06/30/2033		492,840
	85,000	7.000%, 12/31/2038		104,598
	115,000	6.750%, 06/30/2043		138,219

Principal Amount			Value
		Texas (Continued)
$	155,000	Texas Public Finance Authority,
		Unemployment Compensation,
		Series A, Refunding, Revenue Bond,
		5.000%, 01/01/2017	$	170,694
	500,000	Texas Transportation Commission,
		Revenue Bond,
		5.000%, 04/01/2018		553,600
	400,000	Texas, Series A, GO,
		5.000%, 04/01/2022		442,668
				7,311,520
		Utah - 1.05%
	500,000	Utah Associated Municipal Power
		Systems San Juan Project, Refunding,
		Revenue Bond,
		5.500%, 06/01/2022		583,150
	155,000	Utah Transit Authority Sales Tax,
		Series B, Refunding, Revenue Bond,
		1.600%, 06/15/2018		157,675
				740,825
		Virginia - 2.72%
	1,000,000	Henry County Public Service
		Authority Water & Sewer, Refunding,
		Revenue Bond, FSA Insured,
		5.500%, 11/15/2019		1,132,430
	400,000	Virginia College Building Authority
		Educational Facilities, Revenue Bond,
		5.750%, 01/01/2034		545,700
	200,000	Virginia Commonwealth Transportation
		Board, Series A, Revenue Bond,
		5.000%, 03/15/2020		235,926
				1,914,056
		Washington - 2.87%
	325,000	Central Puget Sound Regional Transit
		Authority, Series P-1, Refunding,
		Revenue Bond,
		5.000%, 02/01/2027		382,655
	500,000	Energy Northwest Washington Electric,
		Series D, Revenue Bond,
		5.000%, 07/01/2035		558,370
	500,000	King County Hospital, Refunding,
		GO, MBIA Insured,
		5.000%, 12/01/2021		544,675

See notes to financial statements.

GuideMark^SMTax-Exempt Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		MUNICIPAL DEBT OBLIGATIONS (Continued)
		Washington (Continued)
$	210,000	King County Washington Sewer,
		Series B, Refunding, Revenue Bond,
		5.000%, 01/01/2031	$	240,171
	250,000	Washington Health Care Facilities
		Authority, Refunding, Revenue Bond,
		6.375%, 10/01/2036		291,370
				2,017,241
		Wisconsin - 4.08%
	500,000	Southeast Wisconsin Professional
		Baseball Park Sales Tax, Series A,
		Revenue Bond, MBIA Insured,
		5.500%, 12/15/2026		604,135
	100,000	Wisconsin Health & Educational
		Facilities Authority, Aurora Health
		Care, Series B-1, Revenue Bond,
		1.250%, 08/15/2025 (b)		100,818
		Wisconsin Public Finance Authority,
		Refunding, Revenue Bond,
	200,000	5.000%, 07/01/2022		222,336
	150,000	5.750%, 10/01/2031		150,466
	500,000	Wisconsin, Series 2, Refunding, GO,
		5.000%, 05/01/2025		599,145
	1,000,000	Wisconsin, Series A, Refunding,
		Revenue Bond,
		6.000%, 05/01/2033		1,187,620
				2,864,520
		Total Municipal Debt Obligations
		(Cost $63,982,540)		68,715,501

Number of
Shares			Value
		SHORT TERM INVESTMENTS - 1.80%
		Money Market Funds - 1.80%
	1,266,107	Fidelity Tax Exempt Portfolio
		Effective Yield, 0.01%	$	1,266,107
		Total Short Term Investments
		(Cost $1,266,107)		1,266,107
		Total Investments
		(Cost $65,248,647) - 99.60%		69,981,608
		Other Assets and
		Liabilities - 0.40%		283,879
		TOTAL NET
		ASSETS - 100.00%	$	70,265,487

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, 2014.

Glossary of Terms
AMBAC	- Ambac Financial Group, Inc.
BAM	- Build America Mutual
CMI	- California Mortgage Insurance
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, 2014

Principal Amount			Value
		ASSET BACKED SECURITIES - 1.19%
	175,000	Ally Master Owner Trust
		Series 2014-2, 0.524%,
		01/16/2018 (a)	$	175,143
		American Express Credit Account
		Master Trust
	100,000	Series 2013-3A, 0.980%, 05/15/2019		99,950
	200,000	Series 2013-1A, 0.574%,
		02/16/2021 (a)		200,783
	122,558	Bayview Opportunity Master Fund
		Trust IIB LP
		Series 2014-18NP, 3.228%,
		07/28/2034 (Acquired 06/27/2014,
		Cost $124,328) (b)		123,220
	125,000	Capital One Multi-Asset Execution
		Trust
		Series 2013-A3, 0.960%, 09/16/2019		124,695
	100,000	Colony American Homes
		Series 2014-1A, 2.100%, 05/17/2031
		(Acquired 04/02/2014,
		Cost $99,268) (a)(b)		98,820
	125,000	Invitation Homes Trust
		Series 2014-SFR1, 1.654%,
		06/17/2031 (Acquired 05/22/2014,
		Cost $125,000) (a)(b)		123,490
		Nissan Auto Receivables Owner Trust
	118,673	Series 2013-B, 0.520%, 04/15/2016		118,737
	205,000	Series 2013-C, 0.670%, 08/15/2018		204,582
		OneMain Financial Issue Trust
	100,000	Series 2014-1A, 2.430%, 06/18/2024
		(Acquired 04/09/2014,
		Cost $99,998) (b)		99,998
	125,000	Series 2014-2A, 2.470%, 09/18/2024
		(Acquired 07/23/2014,
		Cost $124,981) (b)		125,187
	260,000	Series 2014-2A, 5.310%, 09/18/2024
		(Acquired 09/12/2014,
		Cost $261,189) (b)		259,943
		Sierra Receivables Funding Co. LLC
	40,720	Series 2013-1A, 1.590%, 11/20/2029
		(Acquired 10/22/2013,
		Cost $40,629) (b)		40,764
	167,889	Series 2013-3A, 2.200%, 10/20/2030
		(Acquired 10/29/2013 and 03/12/2014,
		Cost $168,248) (b)		167,695

Principal Amount			Value
		ASSET BACKED SECURITIES (Continued)
	100,000	Springleaf Funding Trust
		Series 2014-A, 2.410%, 12/15/2022
		(Acquired 03/19/2014,
		Cost $99,984) (b)	$	99,808
	160,417	TAL Advantage V LLC
		Series 2013-2A, 3.550%, 11/20/2038
		(Acquired 10/31/2013,
		Cost $160,348) (b)		162,277
	58,752	Volt NPL X LLC
		Series 2013-NPL4, 3.960%,
		11/25/2053 (Acquired 06/19/2014,
		Cost $59,219) (b)		59,165
	100,000	World Financial Network Credit Card
		Master Trust
		Series 2014-A, 0.534%,
		12/15/2019 (a)		100,101
		Total Asset Backed Securities
		(Cost $2,385,025)		2,384,358
		BANK LOANS - 3.76%
	40,000	AECOM Technology Corporation
		3.234%, 09/02/2021		39,990
	100,203	American Beacon Advisors, Inc.
		4.750%, 11/22/2019		99,953
	129,673	American Builders & Contractors
		Supply Co., Inc.
		3.500%, 04/16/2020		127,598
	33,157	American Tire Distributors, Inc.
		5.750%, 06/01/2018		33,323
	99,250	Amneal Pharmaceuticals, LLC
		4.750%, 11/01/2019		99,374
	14,823	AmSurg Corp.
		3.750%, 07/16/2021		14,698
	127,727	AmWINS Group, Inc.
		5.000%, 09/06/2019		127,727
	124,375	Aptean Holdings, Inc.
		5.250%, 02/26/2020		123,909
	114,425	Aramark Corp.
		3.250%, 02/24/2021		112,465
	19,900	Ardagh Group S.A.
		4.000%, 12/17/2019		19,626
	222,187	Arysta LifeScience Corp.
		4.500%, 05/29/2020		221,956
	67,616	Asurion Corp.
		5.000%, 05/24/2019		67,369

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		BANK LOANS (Continued)
	48,328	Awas Aviation Capital Ltd.
		3.500%, 07/16/2018	$	48,167
	70,464	Axalta Coatings Systems, LLC
		3.750%, 02/01/2020		69,116
	218,900	Big Heart Pet Brands
		3.500%, 03/08/2020		211,649
		BMC Software, Inc.
	177,998	5.000%, 09/10/2020		174,994
	91,832	5.000%, 09/10/2020		92,091
	89,310	Burger King
		3.734%, 09/25/2021		88,739
	127,514	Catalina Marketing Corporation
		4.500%, 04/09/2021		124,327
	54,450	Cincinnati Bell, Inc.
		4.000%, 09/10/2020		54,008
	49,501	Coinmach Corp.
		4.250%, 11/14/2019		48,797
	108,806	Continental Building Products, Inc.
		4.000%, 08/28/2020		107,684
	85,000	Cooper Gay Swett & Crawford Ltd.
		8.250%, 10/16/2020		74,587
	99,250	Crosby Worldwide Ltd.
		3.750%, 11/23/2020		95,280
	90,517	Crown Castle International Corp.
		3.000%, 01/31/2021		89,448
	38,948	DealerTrack Technologies, Inc.
		3.500%, 02/28/2021		38,570
	44,775	Del Monte Corp.
		4.250%, 02/18/2021		41,939
	23,437	Dematic Corp.
		4.250%, 12/28/2019		23,173
	26,145	Doncasters Group Ltd.
		4.500%, 04/09/2020		25,921
	18,000	Emerald Performance Materials, LLC
		4.500%, 08/01/2021		17,850
	80,000	Energy Transfer Equity L.P.
		3.250%, 12/02/2019		78,267
	51,873	Entegris, Inc.
		3.500%, 04/30/2021		51,268
	68,775	FleetPride Corp.
		5.250%, 11/19/2019		68,302
	32,143	Fogo de Chão Churrascaria Holdings, LLC
		11.000%, 01/20/2020		32,069

Principal Amount			Value
		BANK LOANS (Continued)
		Garda World Security Corporation
	49,000	4.000%, 11/06/2020	$	48,388
	12,535	4.000%, 11/06/2020		12,378
	67,000	Gates Global LLC
		4.250%, 07/05/2021		65,971
	167,746	Goodpack Ltd.
		4.750%, 09/09/2021		167,466
	139,300	Grifols, S.A.
		3.154%, 02/27/2021		137,056
	49,625	Grosvenor Capital Management, L.P.
		3.750%, 01/04/2021		49,067
	27,138	HarbourVest Partners, LLC
		3.250%, 02/04/2021		26,731
	246,910	Hilton Worldwide Holdings, Inc.
		3.500%, 10/26/2020		243,471
	129,675	HUB International Ltd.
		4.250%, 10/02/2020		127,284
	39,800	IMS Health Holdings, Inc.
		3.500%, 03/17/2021		39,037
	138,564	Infor Global Solutions, Inc.
		3.750%, 06/03/2020		135,602
	109,222	Inmar, Inc.
		4.250%, 01/27/2021		107,811
	130,000	International Lease Finance Corp.
		3.500%, 03/06/2021		128,802
	133,244	iQor, Inc.
		6.000%, 04/01/2021		122,918
	114,693	Level 3 Communications, Inc.
		4.000%, 01/15/2020		112,811
	18,180	Libbey, Inc.
		3.750%, 04/09/2021		18,067
	91,319	Lightower Fiber Networks, LLC
		4.000%, 04/13/2020		89,935
	70,058	M/A-COM Technology Solutions, Inc.
		4.500%, 05/07/2021		70,715
	129,350	Mallinckrodt, LLC
		3.500%, 03/19/2021		127,592
	88,875	Matrix Acquisition Corp.
		4.000%, 06/07/2020		87,764
	32,712	Microsemi Corporation
		3.500%, 02/19/2020		32,482
	133,162	Millennium Laboratories, LLC
		5.250%, 04/16/2021		133,161

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		BANK LOANS (Continued)
		Nexeo Solutions Holdings, LLC
	99,048	5.000%, 09/08/2017	$	98,676
	36,336	5.000%, 09/08/2017		36,064
	59,400	NXP Semiconductors N.V.
		3.250%, 01/11/2020		58,459
	59,850	Ortho-Clinical Diagnostics, Inc.
		4.750%, 06/30/2021		59,280
	20,902	Overseas Shipholding Group, Inc.
		5.250%, 08/05/2019		20,928
	69,825	Patheon, Inc.
		4.250%, 03/11/2021		68,553
	27,352	Performance Sports Group Ltd.
		4.000%, 04/15/2021		26,999
	117,609	Pinnacle Agriculture Holdings, LLC
		4.750%, 11/15/2018		116,727
	61,610	Planet Fitness (Pty) Ltd.
		4.750%, 03/31/2021		61,784
	29,925	Ply Gem Holdings, Inc.
		4.000%, 02/01/2021		29,451
		PowerTeam Services, LLC
	123,094	4.250%, 05/06/2020		120,939
	6,556	4.250%, 05/06/2020		6,425
	110,744	Quintiles Transnational Holdings, Inc.
		3.750%, 06/08/2018		109,359
	34,550	Reddy Ice Holdings, Inc.
		6.750%, 05/01/2019		32,823
	73,802	Renaissance Learning
		4.500%, 04/09/2021		72,464
	59,850	SBA Communications Corp.
		3.250%, 03/24/2021		58,703
	134,567	Sedgwick CMS Holdings, Inc.
		3.750%, 03/01/2021		130,656
	88,425	Sequa Corp.
		5.250%, 06/19/2017		84,519
		Service King
	32,343	3.984%, 08/18/2021		32,237
	3,644	3.984%, 08/18/2021		3,636
	83,741	Signode Packaging Systems
		4.000%, 05/01/2021		82,956
	73,085	Sinclair Broadcast Group, Inc.
		3.000%, 04/09/2020		71,970
	106,853	Skillsoft Ireland Limited
		4.500%, 04/28/2021		105,606

Principal Amount			Value
		BANK LOANS (Continued)
	67,179	Sprouts Farmers Market, Inc.
		4.000%, 04/23/2020	$	66,913
	81,410	Talbots, Inc.
		4.750%, 03/19/2020		79,069
	49,625	The Brickman Group, Ltd.
		4.000%, 12/18/2020		48,709
	13,121	The Hillman Group, Inc.
		4.500%, 06/30/2021		13,105
	127,214	The ServiceMaster Company
		4.250%, 07/01/2021		125,524
	79,800	Time, Inc.
		4.250%, 04/26/2021		79,002
		TransDigm, Inc.
	49,372	3.750%, 02/28/2020		48,643
	34,913	3.750%, 06/04/2021		34,420
	110,654	Tribune Company
		4.000%, 12/27/2020		109,373
	34,103	VAT Vakuumventile AG
		4.750%, 02/11/2021		33,875
	32,682	Verint Systems, Inc.
		3.500%, 09/06/2019		32,584
	74,813	Visteon Corporation
		3.500%, 04/09/2021		73,784
	12,482	WESCO International, Inc.
		3.750%, 12/12/2019		12,482
	216,396	Wilsonart International, Inc.
		4.000%, 10/31/2019		212,745
	132,825	Zayo Group, LLC
		4.000%, 07/02/2019		131,068
	131,387	Zebra Technologies Corporation
		0.000%, 09/30/2021		130,402
		Total Bank Loans
		(Cost $7,622,663)		7,549,655
		COLLATERALIZED MORTGAGE
		OBLIGATIONS - 13.76%
		Adjustable Rate Mortgage
	49,290	Series 2004-4, 2.702%,
		03/25/2035 (a)		47,450
	56,636	Series 2004-5, 2.591%,
		04/25/2035 (a)		55,829
	103,034	Series 2004-5, 2.632%,
		04/25/2035 (a)		102,992

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
		Alternative Loan Trust
	105,792	Series 2005-J1, 5.500%,
		02/25/2025	$	108,247
	37,370	Series 2003-9T1, 5.500%,
		07/25/2033		38,247
	48,678	Series 2003-20CB, 5.750%,
		10/25/2033		51,480
	87,215	Series 2004-14T2, 5.500%,
		08/25/2034		92,943
	28,010	Series 2004-28CB, 5.750%,
		01/25/2035		28,758
	83,051	Series 2006-4CB, 5.500%,
		04/25/2036		77,501
	207,792	Series 2006-J4, 6.250%, 07/25/2036		143,867
	202,544	Series 2007-4CB, 5.750%,
		04/25/2037		186,496
		Banc of America Alternative Loan
		Trust
	63,485	Series 2003-8, 5.500%, 10/25/2033		65,732
	135,950	Series 2003-10, 5.500%, 12/25/2033		140,092
	79,002	Series 2013-10, 5.500%, 12/25/2033		81,673
	75,873	Series 2005-6, 5.250%, 07/25/2035		68,905
		Banc of America Funding Corp.
	188,811	Series 2004-B, 2.523%,
		11/20/2034 (a)		179,781
	39,943	Series 2005-5, 5.500%, 09/25/2035		41,988
	1,887,904	Series 2006-3, 5.750%, 03/25/2036		1,785,542
	110,283	Series 2008-R4, 0.605%, 07/25/2037
		(Acquired 10/17/2012,
		Cost $79,237) (a)(b)		85,508
	118,683	Bank of America Mortgage
		Securities, Inc.
		Series 2005-A, 2.705%,
		02/25/2035 (a)		117,319
	240,000	Bear Stearns Commercial Mortgage
		Securities Trust
		Series 2003-PWR2, 6.647%,
		05/11/2039 (Acquired 03/06/2012,
		Cost $245,430) (a)(b)		243,489
	835,000	CFCRE Commercial Mortgage Trust
		Series 2011-C1, 5.730%,
		04/15/2044 (Acquired 04/19/2011
		and 05/17/2011, Cost $828,151) (a)(b)		910,371

Principal Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
		Chase Mortgage Finance Trust
	88,237	Series 2007-A1, 2.567%,
		02/25/2037 (a)	$	87,715
	1,212,944	Series 2007-S3, 6.000%, 05/25/2037		1,046,360
		CHL Mortgage Pass-Through Trust
	64,436	Series 2003-57, 5.500%, 01/25/2034		67,675
	62,458	Series 2004-12, 2.581%,
		08/25/2034 (a)		59,301
	62,637	Series 2004-HYB4, 2.394%,
		09/20/2034 (a)		62,138
	283,734	Series 2004-HYB8, 3.246%,
		01/20/2035 (a)		280,218
	93,886	Series 2005-11, 0.425%,
		04/25/2035 (a)		82,292
	75,527	Series 2005-21, 5.500%, 10/25/2035		71,293
	167,964	Series 2006-10, 6.000%, 05/25/2036		158,570
	160,827	Series 2006-20, 6.000%, 02/25/2037		151,961
	102,366	Citicorp Mortgage Securities Trust
		Series 2006-4, 6.000%, 08/25/2036		105,140
	225,000	Citigroup Commercial Mortgage Trust
		Series 2013-375P, 3.635%,
		05/11/2035 (Acquired 05/16/2013,
		Cost $211,949) (a)(b)		210,624
		Citigroup Mortgage Loan Trust
	44,753	Series 2005-2, 2.612%,
		05/25/2035 (a)		44,399
	413,432	Series 2010-8, 4.000%, 11/25/2036
		(Acquired 11/01/2012,
		Cost $422,403) (b)		422,954
		CitiMortgage Alternative Loan Trust
	148,572	Series 2006-A3, 6.000%, 07/25/2036		134,327
	123,090	Series 2006-A4, 6.000%, 09/25/2036		108,915
	281,699	Series 2007-A6, 6.000%, 06/25/2037		238,787
	135,700	Series 2007-A6, 6.000%, 06/25/2037		115,029
	100,000	COMM Mortgage Trust
		Series 2014-SAVA, 2.554%,
		06/15/2034 (Acquired 06/26/2014,
		Cost $100,000) (a)(b)		100,047
		Credit Suisse First Boston Mortgage
		Securities Corp.
	40,971	Series 2005-1, 5.250%, 05/25/2028		41,574
	40,662	Series 2003-AR26, 2.565%,
		11/25/2033 (a)		39,550

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
	35,472	Series 2003-AR28, 2.606%,
		12/25/2033 (a)	$	34,668
	108,703	Series 2004-AR4, 2.579%,
		05/25/2034 (a)		107,929
	160,479	Series 2005-10, 5.500%, 11/25/2035		143,978
	171,821	Credit Suisse Mortgage Capital
		Certificates
		Series 2006-8, 6.500%, 10/25/2021		151,904
		Credit Suisse Mortgage Capital
		Mortgage-Backed Securities
	625,044	Series 2006-9, 6.000%, 11/25/2036		609,693
	714,539	Series 2007-1, 6.000%, 02/25/2037		647,984
	100,000	Del Coronado Trust
		Series 2013-HDMZ, 5.154%,
		03/15/2018 (Acquired 04/01/2013,
		Cost $100,021) (a)(b)		100,280
		Deutsche Alt-A Securities, Inc.
	58,933	Series 2005-3, 5.250%, 06/25/2035		60,017
	56,670	Series 2005-5, 5.500%,
		11/25/2035 (a)		53,998
	867,988	Series 2006-AR1, 5.279%,
		02/25/2036 (a)		742,219
	381,000	Extended Stay America Trust
		Series 2013-ESH, 5.521%,
		12/05/2031 (Acquired 01/31/2013,
		Cost $395,951) (a)(b)		396,573
	58,979	FDIC Trust
		Series 2013-N1, 4.500%,
		10/25/2018 (Acquired 11/8/2013,
		Cost $59,361) (a)(b)		59,645
	626,962	First Horizon Alternative Mortgage
		Securities
		Series 2007-FA4, 6.250%,
		08/25/2037		502,450
	746,724	First Horizon Mortgage Pass-Through
		Trust
		Series 2007-4, 6.000%, 08/25/2037		671,418
	17,217	GMAC Mortgage Loan Trust
		Series 2003-J7, 5.000%, 11/25/2033		17,861
		GSR Mortgage Loan Trust
	139,165	Series 2004-14, 2.731%,
		12/25/2034 (a)		139,275

Principal Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
	53,540	Series 2004-14, 2.814%,
		12/25/2034 (a)	$	51,927
	159,566	Series 2005-AR4, 2.470%,
		07/25/2035 (a)		150,599
	220,331	Series 2006-8F, 6.000%, 09/25/2036		182,789
	1,201,114	Series 2006-9F, 6.500%, 10/25/2036		1,084,030
	573,825	Series 2007-4F, 6.000%, 07/25/2037		525,604
		Hilton USA Trust
	100,000	Series 2013-HLT, 5.609%,
		11/05/2030 (Acquired 11/22/2013,
		Cost $100,447) (a)(b)		101,922
	100,000	Series 2013-HLT, 3.714%,
		11/07/2030 (Acquired 11/22/2013,
		Cost $100,446) (b)		101,844
	100,000	Series 2013-HLT, 4.407%,
		11/07/2030 (Acquired 11/22/2013,
		Cost $100,446) (b)		102,247
	861,920	IndyMac IMJA Mortgage Loan Trust
		Series 2007-A3, 6.250%, 11/25/2037		787,906
		IndyMac INDX Mortgage Loan Trust
	866,861	Series 2005-AR1, 2.436%,
		03/25/2035 (a)		872,084
	49,331	Series 2005-AR16IP, 0.795%,
		07/25/2045 (a)		46,787
	138,866	JPMorgan Alternative Loan Trust
		Series 2006-A1, 2.488%,
		03/25/2036 (a)		122,527
		JPMorgan Chase Commercial
		Mortgage Securities Trust
	95,001	Series 2013-JWMZ, 6.154%,
		04/15/2018 (Acquired 05/23/2013,
		Cost $95,540) (a)(b)		95,685
	8,552,764	Series 2012-C8, 2.288%,
		10/17/2045 (a)(c)		902,120
		JPMorgan Mortgage Trust
	52,258	Series 2003-A2, 1.990%,
		11/25/2033 (a)		52,455
	89,341	Series 2005-A5, 2.652%,
		08/25/2035 (a)		89,837
	71,181	Series 2006-A1, 2.456%,
		02/25/2036 (a)		62,698
	143,834	Series 2006-A7, 2.605%,
		01/25/2037 (a)		129,476

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Principal Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
	171,374	Series 2007-S1, 5.750%, 03/25/2037	$	150,317
	851,979	Lehman Mortgage Trust
		Series 2006-2, 5.750%, 04/25/2036		843,036
		MASTR Adjustable Rate Mortgages
		Trust
	134,653	Series 2004-7, 2.479%,
		07/25/2034 (a)		136,136
	855,084	Series 2006-2, 2.541%,
		01/25/2036 (a)		860,081
		MASTR Alternative Loan Trust
	56,241	Series 2003-9, 5.250%, 11/25/2033		58,630
	64,146	Series 2004-5, 5.500%, 06/25/2034		67,513
	68,165	Series 2004-5, 6.000%, 06/25/2034		72,423
	162,365	Series 2004-8, 6.000%, 09/25/2034		166,981
	15,839	Series 2004-12, 5.250%, 12/25/2034		15,946
	107,130	Merrill Lynch Mortgage Investors
		Trust
		Series 2006-2, 2.114%,
		05/25/2036 (a)		107,453
	400,000	Morgan Stanley Capital I Trust
		Series 2011-C2, 5.481%, 06/17/2044
		(Acquired 06/22/2011,
		Cost $350,678) (a)(b)		417,046
	1,290,394	Morgan Stanley Mortgage Loan Trust
		Series 2005-10, 6.000%, 12/25/2035		1,081,088
	200,000	Motel 6 Trust
		Series 2012-MTL6, 3.781%,
		10/07/2025 (Acquired 11/02/2012,
		Cost $199,999) (a)(b)		200,630
	101,199	New York Mortgage Trust
		Series 2006-1, 2.634%,
		05/25/2036 (a)		92,834
		Residential Asset Securitization Trust
	1,149,815	Series 2007-A2, 6.000%, 04/25/2037		1,007,270
	901,162	Series 2007-A6, 6.000%, 06/25/2037		837,464
	1,207,827	Series 2007-A7, 6.000%, 07/25/2037		913,903
	153,587	Residential Funding Mortgage
		Securities I
		Series 2006-S1, 5.750%, 01/25/2036		158,711

Principal Amount			Value
		COLLATERALIZED MORTGAGE
		OBLIGATIONS (Continued)
		SCG Trust
	100,000	Series 2013-SRP1, 2.654%,
		11/15/2026 (Acquired 05/02/2014,
		Cost $100,326) (a)(b)	$	100,422
	100,000	Series 2013-SRP1, 3.404%,
		11/15/2026 (Acquired 05/05/2014,
		Cost $100,379) (a)(b)		100,554
		Structured Adjustable Rate Mortgage
		Loan Trust
	79,637	Series 2004-6, 2.360%,
		06/25/2034 (a)		79,387
	91,450	Series 2005-14, 0.465%,
		07/25/2035 (a)		69,600
		Washington Mutual Mortgage
		Pass-Through Certificates
	45,849	Series 2004-CB2, 5.500%,
		07/25/2034		48,693
	250,000	Series 2005-AR7, 2.363%,
		08/25/2035 (a)		244,524
	351,268	Series 2006-5, 6.000%, 07/25/2036		293,439
	247,212	Series 2006-AR19, 1.926%,
		01/25/2047 (a)		238,791
	87,387	Series 2007-OA3, 0.875%,
		04/25/2047 (a)		79,516
	458,333	Wells Fargo Alternative Loan Trust
		Series 2007-PA1, 6.000%,
		03/25/2037		415,044
		Wells Fargo Mortgage Backed
		Securities Trust
	45,468	Series 2003-J, 2.612%,
		10/25/2033 (a)		45,873
	114,557	Series 2004-A, 2.636%,
		02/25/2034 (a)		116,165
	43,861	Series 2005-AR10, 2.614%,
		06/25/2035 (a)		44,425
	138,130	Series 2005-11, 5.500%, 11/25/2035		145,194
	115,000	Series 2005-16, 6.000%, 12/25/2035		114,076
	90,115	Series 2005-17, 5.500%, 01/25/2036		92,802
		Total Collateralized Mortgage
		Obligations (Cost $27,705,141)		27,601,475

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of
Shares			Value
		COMMON STOCKS - 1.77%
		Automobiles - 0.11%
	3,796	General Motors Co.	$	121,244
	850	Toyota Motor Corp. - ADR		99,901
				221,145
		Banks - 0.03%
	1,059	HSBC Holdings Plc - ADR		53,882
		Chemicals - 0.19%
	1,281	Rockwood Holdings, Inc.		97,932
	3,631	The Dow Chemical Co.		190,410
	3,455	Tronox Ltd.		90,003
				378,345
		Communications Equipment - 0.14%
	11,606	Cisco Systems, Inc.		292,123
		Computers & Peripherals - 0.05%
	3,460	EMC Corp.		101,240
		Food & Staples Retailing - 0.10%
	1,629	CVS Caremark Corp.		129,652
	1,079	Wal-Mart Stores, Inc.		82,511
				212,163
		Gas Utilities - 0.03%
	2,485	Tokyo Gas Co., Ltd. - ADR (d)		56,012
		Industrial Conglomerates - 0.04%
	634	Siemens AG - ADR		75,490
		Office Electronics - 0.02%
	1,139	Canon, Inc. - ADR		37,120
		Oil & Gas - 0.16%
	1,317	Exxon Mobil Corp.		123,864
	3,219	Kinder Morgan, Inc.		123,416
	2,493	Statoil ASA - ADR		67,710
				314,990
		Pharmaceuticals - 0.42%
	988	Bayer AG - ADR		138,429
	2,739	Eli Lilly & Co.		177,624
	2,091	GlaxoSmithKline Plc - ADR		96,123
	1,237	Johnson & Johnson		131,852
	2,936	Pfizer, Inc.		86,817
	3,238	Roche Holdings Ltd. - ADR		119,774
	1,674	Sanofi - ADR		94,464
				845,083

Number of
Shares			Value
		Semiconductor & Semiconductor
		Equipment - 0.07%
	932	KLA-Tencor Corp.	$	73,423
	1,370	Texas Instruments, Inc.		65,335
				138,758
		Specialty Retail - 0.14%
	1,569	Home Depot, Inc.		143,940
	2,637	Lowe’s Companies, Inc.		139,550
				283,490
		Tobacco - 0.13%
	2,434	Altria Group, Inc.		111,818
	545	British American Tobacco Plc - ADR		61,629
	965	Philip Morris International, Inc.		80,481
				253,928
		Trading Companies & Distributors - 0.09%
	2,030	Mitsubishi Corp. - ADR (d)		83,169
	288	Mitsui & Co., Ltd. - ADR (d)		90,830
				173,999
		Transportation - 0.02%
	22	CEVA Holdings LLC (d)		34,766
		Wireless Telecommunication Services - 0.03%
	2,161	Vodafone Group Plc - ADR		71,075
		Total Common Stocks
		(Cost $3,121,027)		3,543,609

Principal
Amount
		CONVERTIBLE OBLIGATIONS - 1.37%
		Auto Components - 0.05%
	30,000	TRW Automotive, Inc.
		3.500%, 12/01/2015		102,788
		Automobiles - 0.12%
	140,000	Ford Motor Co.
		4.250%, 11/15/2016		240,625
		Biotechnology - 0.19%
		BioMarin Pharmaceutical, Inc.
	20,000	0.750%, 10/15/2018		21,275
	48,000	1.500%, 10/15/2020		52,800
	65,000	Emergent BioSolutions, Inc.
		2.875%, 01/15/2021
		(Acquired 05/09/2014 through
		05/21/2014, Cost $66,855) (b)		65,487

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2014

Principal Amount			Value
		CONVERTIBLE OBLIGATIONS (Continued)
		Biotechnology (Continued)
	50,000	Gilead Sciences, Inc. 1.625%, 05/01/2016	$	233,563
				373,125
		Communications Equipment - 0.19%
	75,000	Ciena Corp. 3.750%, 10/15/2018 (Acquired 01/17/2012 and 11/04/2013, Cost $83,770) (b)		87,750
	160,000	JDS Uniphase Corp. 0.625%, 08/15/2033		160,700
	125,000	Palo Alto Networks, Inc. -2.281%, 07/01/2019 (Acquired 06/25/2014 and 07/11/2014, Cost $124,894) (b)(e)		138,818
				387,268
		Homebuilders - 0.02%
	20,000	Lennar Corp. 3.250%, 11/15/2021 (Acquired 09/22/2014 through 09/29/2014, Cost $26,114) (b)		34,350
		Household Durables - 0.05%
	95,000	Jarden Corp. 1.125%, 03/15/2034 (Acquired 04/08/2014 through 05/15/2014, Cost $92,707) (b)		95,178
		Internet & Catalog Retail - 0.14%
		Priceline.com, Inc.
	183,000	0.350%, 06/15/2020		204,617
	85,000	0.900%, 09/15/2021 (Acquired 09/22/2014, Cost $80,442) (b)		80,591
				285,208
		Internet Software & Services - 0.04%
	80,000	MercadoLibre, Inc. 2.250%, 07/01/2019 (Acquired 06/25/2014, Cost $80,000) (b)		87,858
		Metals & Mining - 0.37%
	780,000	B2Gold Corp. 3.250%, 10/01/2018		731,757

Principal Amount			Value
		Oil & Gas - 0.05%
	50,000	Chesapeake Energy Corp. 2.750%, 11/15/2035	$	50,875
	85,000	Peabody Energy Corp. 4.750%, 12/15/2066		58,650
				109,525
		Pharmaceuticals - 0.11%
	65,000	Mylan, Inc. 3.750%, 09/15/2015		222,381
		Software - 0.04%
	85,000	Nuance Communications, Inc. 2.750%, 11/01/2031		84,256
		Total Convertible Obligations (Cost $2,498,360)		2,754,319

Number of Shares
		CONVERTIBLE PREFERRED STOCKS - 0.58%
		Electric Utilities - 0.01%
	400	NextEra Energy, Inc. 5.889%		23,964
		Metals & Mining - 0.08%
	7,595	ArcelorMittal SA 6.000%		160,482
		Multi-Utilities - 0.04%
	698	Dominion Resources, Inc. - Series A 6.125%		39,130
	547	Dominion Resources, Inc. - Series B 6.000%		30,769
				69,899
		Oil & Gas - 0.05%
	91	Chesapeake Energy Corp. 5.750% (Acquired 10/19/2012, Cost $91,288) (b)		101,181
		Real Estate - 0.29%
	3,046	iStar Financial, Inc. 4.500%		185,806
	7,500	Weyerhaeuser Co. 6.375%		405,225
				591,031
		Wireless Telecommunication Services - 0.11%
	2,139	Crown Castle International Corp. 4.500%		224,980
		Total Convertible Preferred Stocks (Cost $1,078,811)		1,171,537

See notes to financial statements.

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS - 13.93%
		Aerospace & Defense - 0.26%
	305,000	Meccanica Holdings USA, Inc. 6.250%, 01/15/2040 (Acquired 11/29/2012 and 12/07/2012, Cost $268,435) (b)	$	290,512
	35,000	Rockwell Collins, Inc. 0.584%, 12/15/2016 (a)		34,997
		TransDigm, Inc.
	100,000	6.000%, 07/15/2022 (Acquired 05/20/2014, Cost $100,000) (b)		98,875
	100,000	6.500%, 07/15/2024 (Acquired 05/20/2014, Cost $100,000) (b)		99,750
				524,134
		Banks - 2.06%
	280,000	Bank of America Corp. 4.200%, 08/26/2024		277,913
		CIT Group, Inc.
	100,000	5.375%, 05/15/2020		103,625
	100,000	5.000%, 08/15/2022		100,625
	100,000	Citigroup, Inc. 6.300%, 12/29/2049 (a)		99,173
	375,000	Intesa Sanpaolo SpA 5.017%, 06/26/2024 (Acquired 06/19/2014, Cost $375,000) (b)		366,070
	1,000,000	Halyk Savings Bank of Kazakhstan JSC 7.250%, 01/28/2021 (Acquired 04/05/2011 and 04/11/2011, Cost $1,014,485) (b)		1,085,000
		JPMorgan Chase & Co.
	100,000	6.000%, 12/29/2049 (a)		98,875
	100,000	5.000%, 12/29/2049 (a)		97,993
	800,000	4.250%, 11/02/2018		613,595
		Royal Bank of Scotland Group Plc
	675,000	6.125%, 12/15/2022		715,599
	200,000	6.934%, 04/09/2018		290,779
	275,000	Societe Generale SA 5.000%, 01/17/2024 (Acquired 01/14/2014, Cost $272,506) (b)		277,364
				4,126,611

Principal Amount			Value
		Beverages - 0.02%
	40,000	Crestview DS Merger Sub II, Inc. 10.000%, 09/01/2021	$	44,400
		Building Materials - 0.07%
	155,000	Atrium Windows & Doors, Inc. 7.750%, 05/01/2019 (Acquired 04/11/2014, Cost $153,410) (b)		151,125
		Business Services - 0.56%
	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)		1,131,312
		Capital Markets - 0.14%
	285,000	Morgan Stanley 4.350%, 09/08/2026		280,748
		Chemicals - 0.52%
	660,000	Hercules, Inc. 6.500%, 06/30/2029		590,700
		INEOS Group Holdings SA
	100,000	6.500%, 08/15/2018 (Acquired 05/02/2013, Cost $130,659) (b)		129,764
	100,000	5.750%, 02/15/2019 (Acquired 02/11/2014, Cost $136,400) (b)		126,937
	200,000	Mexichem SAB de CV 5.875%, 09/17/2044 (Acquired 09/09/2014, Cost $198,300) (b)		196,500
				1,043,901
		Commercial Services & Supplies - 0.18%
	100,000	Jaguar Holding Co. I 9.375%, 10/15/2017 (Acquired 07/01/2014, Cost $101,500) (a)(b)		101,250
	240,000	ServiceMaster Co. 7.000%, 08/15/2020		250,800
				352,050

See notes to financial statements.

100

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Communications - 0.11%
	200,000	Univision Communications, Inc.
		7.875%, 11/01/2020 (Acquired
		04/20/2011, Cost $209,652) (b)	$	215,250
		Construction & Engineering - 0.06%
	300,000	Odebrecht Finance Ltd.
		8.250%, 04/25/2018 (Acquired
		04/17/2013, Cost $149,348) (b)		111,225
		Consumer Finance - 0.18%
	150,000	Caterpillar Financial Services Corp.
		0.464%, 03/03/2017 (a)		150,416
	`	SLM Corp.
	100,000	8.450%, 06/15/2018		112,750
	100,000	5.500%, 01/15/2019		102,250
				365,416
		Diversified Financial Services - 0.90%
	200,000	Corporacion Financiera de
		Desarrollo SA
		5.250%, 07/15/2029 (Acquired
		07/08/2014, Cost $199,732) (a)(b)		203,250
	750,000,000	Financiera de Desarrollo
		Territorial SA, Findeter
		7.875%, 08/12/2024 (Acquired
		08/06/2014, Cost $389,710) (b)		378,964
	300,000	General Electric Capital Corp.
		7.125%, 06/15/2022 (a)		347,776
	95,000	General Motors Financial Co, Inc.
		4.375%, 09/25/2021		97,256
	115,000	Icahn Enterprises LP / Icahn
		Enterprises Finance Corp.
		4.875%, 03/15/2019		113,563
	200,000	Jefferies Finance LLC / JFIN
		Co-Issuer Corp.
		6.875%, 04/15/2022 (Acquired
		05/28/2014, Cost $202,500) (b)		198,000
	465,000	Ladder Capital Finance Holdings
		LLLP / Ladder Capital Finance Corp.
		5.875%, 08/01/2021 (Acquired
		07/29/2014, Cost $465,000) (b)		462,675
				1,801,484

Principal Amount			Value
		Diversified Telecommunication Services - 0.11%
	300,000	Brasil Telecom SA
		9.750%, 09/15/2016 (Acquired
		09/09/2014, Cost $121,726) (b)	$	112,242
	100,000	Frontier Communications Corp.
		7.875%, 01/15/2027		101,000
				213,242
		Electric Utilities - 0.53%
	580,000	Cia de Eletricidade do Estado da Bahia
		11.750%, 04/27/2016 (Acquired
		04/19/2011, Cost $367,321) (b)		234,583
	60,000	Duke Energy Progress, Inc.
		0.433%, 03/06/2017 (a)		60,123
	500,000	Enel SpA
		8.750%, 09/24/2073 (Acquired
		09/17/2013 and 01/27/2014,
		Cost $515,173) (b)		581,900
	200,000	InterGen NV
		7.000%, 06/30/2023 (Acquired
		06/07/2013, Cost $196,463) (b)		193,500
				1,070,106
		Electronic Equipment, Instruments
		& Components - 0.10%
	210,000	Sanmina Corporation
		4.375%, 06/01/2019 (Acquired
		05/20/2014, Cost $210,000) (b)		206,325
		Energy Equipment & Services - 0.15%
	78,000	CGG
		7.750%, 05/15/2017		78,585
		Paragon Offshore Plc
	85,000	6.750%, 07/15/2022 (Acquired
		07/11/2014 through 08/12/2014,
		Cost $84,645) (b)		72,037
	170,000	7.250%, 08/15/2024
		(Acquired 07/11/2014 through
		08/25/2014, Cost $198,967) (b)		144,500
				295,122
		Food Products - 0.31%
	445,000	BRF SA
		7.750%, 05/22/2018 (Acquired
		05/15/2013, Cost $219,889) (b)		159,984
	142,000	Del Monte Corp.
		7.625%, 02/15/2019		141,290

See notes to financial statements.

101

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Food Products (Continued)
	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)	$	214,000
	100,000	Sun Merger Sub, Inc.
		5.875%, 08/01/2021
		(Acquired 07/19/2013,
		Cost $100,000) (b)		101,500
				616,774
		Health Care Providers & Services - 0.37%
	105,000	BioScrip, Inc.
		8.875%, 02/15/2021
		(Acquired 02/06/2014 and 02/07/2014,
		Cost $105,700) (b)		107,887
	200,000	CHS/Community Health Systems, Inc.
		8.000%, 11/15/2019		214,040
	100,000	HCA, Inc.
		5.000%, 03/15/2024		98,625
		Tenet Healthcare Corp.
	100,000	8.125%, 04/01/2022		110,000
	100,000	5.000%, 03/01/2019 (Acquired
		03/05/2014, Cost $100,000) (b)		99,000
	105,000	Universal Health Services, Inc.
		4.750%, 08/01/2022 (Acquired
		07/29/2014, Cost $171,000) (b)		105,000
				734,552
		Holding Companies-Diversified - 0.17%
	100,000	Faenza GmbH
		8.250%, 08/15/2021 (Acquired
		07/25/2013, Cost $132,850) (b)		137,042
	200,000	Stena AB
		7.000%, 02/01/2024 (Acquired
		01/17/2014, Cost $200,000) (b)		208,500
				345,542
		Home Improvement - 0.04%
	70,000	CPG Merger Sub LLC
		8.000%, 10/01/2021
		(Acquired 04/09/2014,
		Cost $75,356) (b)		71,225

Principal Amount			Value
		Hotels, Restaurants & Leisure - 0.26%
	250,000	Caesars Entertainment
		Operating Co., Inc.
		11.250%, 06/01/2017	$	195,312
	200,000	MGM Resorts International
		7.500%, 06/01/2016		214,000
	100,000	Pinnacle Entertainment, Inc.
		6.375%, 08/01/2021		105,000
				514,312
		Household Products - 0.13%
	250,000	Reynolds Group Issuer LLC
		8.250%, 02/15/2021		265,625
		Independent Power & Renewable
		Electricity Producers - 0.10%
		Calpine Corp.
	100,000	6.000%, 01/15/2022 (Acquired
		10/17/2013, Cost $99,193) (b)		106,250
	100,000	5.875%, 01/15/2024 (Acquired
		10/29/2013, Cost $100,000) (b)		104,000
				210,250
		Insurance - 0.65%
	700,000	Assicurazioni Generali SpA
		7.750%, 12/12/2042 (a)(f)		1,094,649
	215,000	Old Republic International Corp.
		4.875%, 10/01/2024		216,132
				1,310,781
		Internet Software & Services - 0.05%
	100,000	Equinix, Inc.
		5.375%, 04/01/2023		99,500
		Leisure Equipment & Products - 0.07%
	145,000	24 Hour Holdings III LLC
		8.000%, 06/01/2022 (Acquired
		05/20/2014 through 06/03/2014,
		Cost $145,000) (b)		134,850
		Machinery - 0.10%
	200,000	Navistar International Corp.
		8.250%, 11/01/2021		205,750
		Media - 0.63%
	145,000	Altice SA
		7.250%, 05/15/2022
		(Acquired 04/23/2014,
		Cost $200,340) (b)		190,341

See notes to financial statements.

102

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Media (Continued)
	100,000	CCO Holdings LLC / CCO Holdings
		Capital Corp.
		5.250%, 09/30/2022	$	98,250
	150,000	Clear Channel Communications, Inc.
		9.000%, 03/01/2021		149,812
		Clear Channel Worldwide Holdings, Inc.
	120,000	7.625%, 03/15/2020		125,100
	100,000	6.500%, 11/15/2022		102,750
		Gannett Co, Inc.
	100,000	5.125%, 07/15/2020		100,750
	100,000	5.500%, 09/15/2024 (Acquired
		09/03/2014, Cost $99,038) (b)		98,750
	50,000	iHeartCommunications, Inc.
		9.000%, 09/15/2022 (Acquired
		09/05/2014, Cost $50,000) (b)		49,750
	100,000	Sirius XM Radio, Inc.
		6.000%, 07/15/2024 (Acquired
		05/01/2014, Cost $100,000) (b)		101,750
	200,000	VTR Finance BV
		6.875%, 01/15/2024 (Acquired
		01/17/2014, Cost $200,000) (b)		207,500
	30,000	Wave Holdco LLC / Wave Holdco Corp.
		8.250%, 07/15/2019 (Acquired
		06/18/2014, Cost $30,000) (b)		30,900
				1,255,653
		Metals & Mining - 0.35%
	200,000	ArcelorMittal SA
		6.000%, 03/01/2021		211,000
		First Quantum Minerals Ltd.
	115,000	6.750%, 02/15/2020 (Acquired
		05/15/2012, Cost $99,910) (b)		116,725
	115,000	7.000%, 02/15/2021 (Acquired
		05/15/2012, Cost $99,665) (b)		117,156
	250,000	FMG Resources Ltd.
		6.875%, 02/01/2018 (Acquired
		04/26/2011, Cost $262,350) (b)		257,500
				702,381

Principal Amount			Value
		Multi-Utilities - 0.08%
	200,000	Texas Competitive Electric
		Holdings Co., LLC
		11.500%, 10/01/2020 (Acquired
		04/14/2011 and 11/09/2011,
		Cost $193,097) (b)(g)	$	168,500
		Oil & Gas - 1.12%
	100,000	California Resources Corp.
		6.000%, 11/15/2024 (Acquired
		09/11/2014, Cost $100,000) (b)		103,000
	200,000	Chaparral Energy, Inc.
		8.250%, 09/01/2021		215,000
		Chesapeake Energy Corp.
	5,000	6.625%, 08/15/2020		5,540
	200,000	6.125%, 02/15/2021		218,500
	100,000	CONSOL Energy, Inc.
		5.875%, 04/15/2022 (Acquired
		04/10/2014, Cost $100,000) (b)		98,875
	200,000	Energy Transfer Equity LP
		5.875%, 01/15/2024		203,500
	100,000	Halcon Resources Corp.
		9.250%, 02/15/2022		100,125
		Linn Energy LLC / Linn Energy
		Finance Corp.
	150,000	7.750%, 02/01/2021		151,875
	50,000	6.500%, 09/15/2021		49,000
	200,000	Offshore Group Investment Ltd.
		7.500%, 11/01/2019		186,500
		OGX Austria GmbH
	200,000	8.500%, 06/01/2018 (Acquired
		04/17/2013, Cost $117,896) (b)(g)		9,000
	800,000	8.375%, 04/01/2022 (Acquired
		03/27/2012 through 06/29/2012,
		Cost $770,692) (b)(g)		30,400
	100,000	Penn Virginia Corporation
		8.500%, 05/01/2020		105,500
	250,000	Petroleos de Venezuela SA
		5.500%, 04/12/2037		122,500
	43,000	Petroleos Mexicanos
		7.650%, 11/24/2021 (Acquired
		12/01/2011, Cost $316,078) (b)		341,989
	200,000	Quicksilver Resources, Inc.
		9.125%, 08/15/2019		123,000

See notes to financial statements.

103

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Oil & Gas (Continued)
	200,000	Samson Investment Co.
		9.750%, 02/15/2020	$	182,500
				2,246,804
		Pharmaceuticals - 0.21%
	200,000	Grifols Worldwide Operations Ltd.
		5.250%, 04/01/2022 (Acquired
		03/05/2014, Cost $200,000) (b)		198,000
	200,000	VPII Escrow Corp.
		7.500%, 07/15/2021 (Acquired
		06/27/2013, Cost $200,000) (b)		214,750
				412,750
		Pipelines - 0.20%
		Regency Energy Partners LP /
		Regency Energy Finance Corp.
	100,000	5.875%, 03/01/2022		104,500
	100,000	5.000%, 10/01/2022		98,625
		Sabine Pass Liquefaction LLC
	100,000	5.625%, 04/15/2023		101,500
	100,000	5.625%, 02/01/2021 (a)		103,250
				407,875
		Publishing - 0.04%
	100,000	Visant Corp.
		10.000%, 10/01/2017		89,750
		Real Estate - 0.55%
	150,000	Host Hotels & Resorts LP
		5.250%, 03/15/2022		165,152
		iStar Financial, Inc.
	60,000	5.000%, 07/01/2019		58,050
	505,000	4.000%, 11/01/2017		492,375
	375,000	Rialto Holdings LLC / Rialto Corp.
		7.000%, 12/01/2018 (Acquired
		11/08/2013 through 03/06/2014,
		Cost $377,700) (b)		383,203
				1,098,780
		Restaurants - 0.05%
	100,000	New Red Finance, Inc.
		6.000%, 04/01/2022 (Acquired
		09/24/2014, Cost $100,000) (b)		99,875

Principal Amount			Value
		Road & Rail - 0.05%
	100,000	PBF Holding Co. LLC /
		PBF Finance Corp.
		8.250%, 02/15/2020	$	105,250
		Semiconductor & Semiconductor
		Equipment - 0.21%
	250,000	Abengoa Finance SAU
		8.875%, 11/01/2017 (Acquired
		04/12/2011, Cost $252,369) (b)		274,375
	60,000	Advanced Micro Devices, Inc.
		7.000%, 07/01/2024		57,600
	40,000	Novellus Systems, Inc.
		2.625%, 05/15/2041		87,375
				419,350
		Software - 0.34%
	165,000	Blackboard, Inc.
		7.750%, 11/15/2019 (Acquired
		10/24/2013, Cost $165,000) (b)		164,175
	100,000	BMC Software Finance, Inc.
		8.125%, 07/15/2021 (Acquired
		08/07/2013, Cost $100,000) (b)		96,500
		First Data Corp.
	100,000	8.250%, 01/15/2021 (Acquired
		02/17/2012, Cost $97,942) (b)		106,500
	100,000	12.625%, 01/15/2021		120,000
	200,000	Rolta Americas LLC
		8.875%, 07/24/2019 (Acquired
		07/17/2014, Cost $199,010) (b)		205,750
				692,925
		Specialty Retail - 0.04%
	80,000	Group 1 Automotive, Inc.
		5.000%, 06/01/2022 (Acquired
		05/16/2014, Cost $80,000) (b)		77,800
		Telecommunication Services - 0.67%
	200,000	Digicel Group Ltd.
		8.250%, 09/30/2020 (Acquired
		09/05/2012, Cost $200,000) (b)		207,020
	250,000	Intelsat Jackson Holdings SA
		7.500%, 04/01/2021		267,813
		T Mobile USA, Inc.
	100,000	6.542%, 04/28/2020		102,875
	100,000	6.500%, 01/15/2024		101,500
	100,000	UPC Holding B.V.
		6.750%, 03/15/2023 (Acquired
		03/21/2013, Cost $128,966) (b)		138,620

See notes to financial statements.

104

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2014

Principal Amount			Value
		CORPORATE OBLIGATIONS (Continued)
		Telecommunication Services (Continued)
	100,000	Virgin Media Finance Plc
		6.375%, 10/15/2024 (Acquired
		09/23/2014, Cost $163,980) (b)(h)	$	162,114
		Wind Acquisition Finance SA
	125,000	4.203%, 07/15/2020 (Acquired
		06/24/2014, Cost $170,056) (a)(b)		157,882
	200,000	7.375%, 04/23/2021 (Acquired
		04/08/2014, Cost $200,000) (b)		201,500
				1,339,324
		Textiles, Apparel & Luxury Goods - 0.74%
		Edcon Holdings (Pty) Limited
	1,120,000	9.500%, 03/01/2018 (Acquired
		04/05/2011 and 04/12/2011,
		Cost $1,125,950) (b)		924,000
	300,000	9.500%, 03/01/2018 (Acquired
		08/18/2011 through 08/24/2011,
		Cost $388,454) (b)		315,448
	150,000	13.375%, 06/30/2019 (Acquired
		11/08/2013, Cost $200,393) (b)		83,362
	100,000	New Look Bondco I Plc
		8.750%, 05/14/2018 (Acquired
		05/03/2013, Cost $155,659) (b)		169,815
				1,492,625
		Trading Companies & Distributors - 0.16%
	330,000	Air Lease Corp.
		4.250%, 09/15/2024		325,462
		Transportation - 0.10%
	180,000	CHC Helicopter SA
		9.250%, 10/15/2020		192,600
		Wireless Telecommunication Services - 0.19%
	100,000	Crown Castle International Corp.
		5.250%, 01/15/2023		99,625
		Sprint Communications, Inc.
	150,000	9.000%, 11/15/2018 (Acquired
		11/04/2011, Cost $150,000) (b)		173,625
	100,000	7.000%, 03/01/2020 (Acquired
		02/28/2012, Cost $100,000) (b)		109,875
				383,125
		Total Corporate Obligations
		(Cost $28,896,774)		27,952,441

Principal Amount			Value
		FOREIGN GOVERNMENT DEBT
		OBLIGATIONS - 32.16%
	1,147,000	Canadian Government Bond
		1.000%, 11/01/2014	$	1,024,190
		Financing of Infrastructural Projects
		State Enterprise
	100,000	8.375%, 11/03/2017 (Acquired
		05/10/2011, Cost $103,207) (b)		82,020
	1,180,000	7.400%, 04/20/2018 (Acquired
		04/15/2011, Cost $1,180,000) (b)		944,236
		Ghana Government Bond
	10,000	14.000%, 10/13/2014		3,035
	1,470,000	14.990%, 02/23/2015		435,741
	1,780,000	24.000%, 05/25/2015		545,942
	100,000	21.000%, 10/26/2015		30,063
	75,000	19.240%, 05/30/2016		22,221
	1,510,000	23.000%, 02/13/2017		472,712
	1,870,000	24.440%, 05/29/2017		600,161
	40,000	26.000%, 06/05/2017		13,262
	400,000	25.400%, 07/31/2017		131,111
	446,000	23.000%, 08/21/2017		140,212
	990,000	19.040%, 09/24/2018		273,875
		Hungary Government Bond
	1,800,000	8.000%, 02/12/2015		7,477
	9,000,000	7.750%, 08/24/2015		38,523
	8,800,000	5.500%, 02/12/2016		37,657
	23,200,000	5.500%, 12/22/2016		101,223
	731,080,000	6.750%, 02/24/2017		3,260,746
	227,610,000	6.750%, 11/24/2017		1,036,715
	116,260,000	4.000%, 04/25/2018		485,586
	22,680,000	5.500%, 12/20/2018		99,932
	172,490,000	6.500%, 06/24/2019		787,686
	4,380,000	7.500%, 11/12/2020		21,217
	39,320,000	7.000%, 06/24/2022		187,398
	79,810,000	6.000%, 11/24/2023		360,248
	59,170,000	5.500%, 06/24/2025		257,922
		Hungary Government International Bond
	440,000	4.375%, 07/04/2017 (f)		598,538
	150,000	5.750%, 06/11/2018 (f)		216,117
	2,650,000	6.375%, 03/29/2021		2,987,875
	200,000	Iceland Government International Bond
		5.875%, 05/11/2022 (Acquired
		05/03/2012, Cost $198,140) (b)		225,635

See notes to financial statements.

105

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2014

Principal Amount			Value
		FOREIGN GOVERNMENT DEBT
		OBLIGATIONS (Continued)
		Ireland Government Bond
	220,000	5.900%, 10/18/2019	$	352,458
	750,000	4.500%, 04/18/2020		1,142,230
	2,224,000	5.000%, 10/18/2020		3,511,439
	1,563,000	5.400%, 03/13/2025		2,631,750
		Korea Treasury Bond
	93,200,000	3.250%, 06/10/2015		88,955
	2,684,400,000	2.750%, 12/10/2015		2,559,906
	2,058,200,000	2.750%, 06/10/2016		1,967,083
	1,846,100,000	3.000%, 12/10/2016		1,776,749
		Malaysia Government Bond
	10,000	3.741%, 02/27/2015		3,053
	2,015,000	3.835%, 08/12/2015		616,798
	12,104,000	4.720%, 09/30/2015		3,742,514
	1,610,000	3.197%, 10/15/2015		489,913
		Mexican Bonos
	325,090	6.000%, 06/18/2015		2,475,051
	11,460	8.000%, 12/17/2015		90,065
	8,600	6.250%, 06/16/2016		66,948
	8,760	7.250%, 12/15/2016		69,634
	20,000	7.750%, 12/14/2017		162,588
	100,000	8.500%, 12/13/2018		841,134
	235,000	6.500%, 06/10/2021		1,833,215
		Mexican Udibonos
	10,463	4.500%, 12/18/2014 (i)		79,202
	26,728	5.000%, 06/16/2016 (i)		216,304
	22,843	3.500%, 12/14/2017 (i)		184,102
	13,726	4.000%, 06/13/2019 (i)		113,299
	11,344	2.500%, 12/10/2020 (i)		86,086
	47,800,000	Philippine Government Bond
		1.625%, 04/25/2016		1,056,852
		Poland Government Bond
	5,658,000	2.720%, 01/25/2017 (a)		1,713,139
	8,783,000	2.690%, 01/25/2021 (a)		2,643,013
	2,640,000	Portugal Government
		International Bond
		5.125%, 10/15/2024 (Acquired
		07/02/2014, Cost $2,619,434) (b)		2,737,733
	700,000	Republic of Ecuador
		7.950%, 06/20/2024 (Acquired
		06/17/2014, Cost $700,000) (b)		731,500

Principal Amount			Value
		FOREIGN GOVERNMENT DEBT
		OBLIGATIONS (Continued)
	400,000	Republic of Ghana
		7.875%, 08/07/2023 (Acquired
		07/25/2013, Cost $396,604) (b)	$	403,000
	270,000	Republic of Kenya
		6.875%, 06/24/2024 (Acquired
		06/16/2014, Cost $270,000) (b)		284,715
		Republic of Serbia
	760,000	10.000%, 05/08/2017		8,178
	890,000	10.000%, 11/21/2018		9,419
	1,800,000	10.000%, 03/20/2021		18,009
	1,060,000	7.250%, 09/28/2021 (Acquired
		09/21/2011, Cost $1,041,588) (b)		1,186,543
		Serbia Treasury Bonds
	55,000,000	10.000%, 03/01/2015		598,990
	20,200,000	10.000%, 04/27/2015		220,124
	2,320,000	10.000%, 01/30/2016		25,287
	2,090,000	10.000%, 05/22/2016		22,795
	4,330,000	10.000%, 06/27/2016		47,067
	1,700,000	10.000%, 08/15/2016		18,458
	990,000	10.000%, 10/17/2016		10,734
	10,400,000	10.000%, 12/19/2016		112,413
	61,290,000	10.000%, 07/10/2017		659,781
	18,170,000	10.000%, 11/08/2017		194,619
	100,510,000	10.000%, 08/21/2019		1,044,729
	310,000	Singapore Government Bond
		1.125%, 04/01/2016		245,252
	610,000	Slovenia Government
		International Bond
��		5.850%, 05/10/2023 (Acquired
		05/02/2013 and 08/02/2013,
		Cost $594,895) (b)		681,675
		Sri Lanka Government Bonds
	37,900,000	11.000%, 09/01/2015		303,264
	1,900,000	8.500%, 11/01/2015		14,859
	132,300,000	8.000%, 06/01/2016		1,045,535
	16,500,000	5.800%, 07/15/2017		124,590
	11,130,000	8.500%, 04/01/2018		90,105
	140,000	8.500%, 06/01/2018		1,132
	710,000	7.500%, 08/15/2018		5,554
	8,660,000	8.000%, 11/15/2018		68,772
	6,810,000	10.600%, 07/01/2019		59,719
	340,000	9.000%, 05/01/2021		2,862
	1,900,000	11.200%, 07/01/2022		17,794

See notes to financial statements.

106

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2014

Principal Amount			Value
		FOREIGN GOVERNMENT DEBT
		OBLIGATIONS (Continued)
		Ukraine Government International
		Bond
	620,000	9.250%, 07/24/2017 (Acquired
		07/17/2012, Cost $620,000) (b)	$	547,925
	200,000	9.250%, 07/24/2017 (Acquired
		02/06/2014, Cost $187,379) (b)		176,750
	2,300,000	7.950%, 02/23/2021 (Acquired
		04/05/2011 and 04/11/2011,
		Cost $2,384,330) (b)		1,969,375
	1,200,000	7.500%, 04/17/2023 (Acquired
		07/18/2013 through 07/29/2013,
		Cost $1,076,805) (b)		1,012,740
		Uruguay Government International
		Bond
	3,569,328	5.000%, 09/14/2018 (i)		157,013
	6,156,970	4.250%, 04/05/2027 (i)		275,189
	39,955,527	4.375%, 12/15/2028 (i)		1,817,743
	2,294,956	4.000%, 07/10/2030 (i)		102,657
	1,036,483	3.700%, 06/26/2037 (i)		43,487
		Uruguay Notas del Tesoro
	404,504	7.000%, 12/23/2014 (i)		16,400
	16,480,000	10.500%, 03/15/2015		661,427
	1,100,018	4.000%, 06/14/2015 (i)		44,488
	2,465,000	10.250%, 08/22/2015		96,477
	222,000	9.500%, 01/27/2016		8,423
	3,422,278	2.750%, 06/16/2016 (i)		133,228
	87,303	4.250%, 01/05/2017 (i)		3,506
	580,000	11.000%, 03/21/2017		22,316
	55,292	2.250%, 08/23/2017 (i)		2,102
	17,461	3.250%, 01/27/2019 (i)		685
	10,400,697	4.000%, 06/10/2020 (i)		417,144
	1,274,624	2.500%, 09/27/2022 (i)		45,881
	727,525	4.000%, 05/25/2025 (i)		29,134
		Total Foreign Government Debt
		Obligations (Cost $65,345,688)		64,522,053

Number of Shares
		INVESTMENT COMPANIES - 0.19%
		Exchange Traded Funds - 0.19%
	8,268	iShares MSCI Germany ETF		229,024
	2,742	WisdomTree Japan Hedged
		Equity Fund		143,461
		Total Investment Companies
		(Cost $379,510)		372,485

Principal Amount			Value
		MORTGAGE BACKED SECURITIES - 12.14%
		Federal Home Loan Mortgage Corp.
	697,000	Pool #4050,
		3.500%, 05/15/2032	$	677,202
	930,356	Pool #4062,
		3.500%, 06/15/2042		879,885
	1,799,004	Pool #274, 3.000%,
		08/15/2042		1,776,973
	2,151,053	Pool #4097, 3.500%,
		08/15/2042		1,979,316
	2,217,727	Pool #T60853,
		3.500%, 09/01/2042		2,245,950
	2,097,030	Pool #T60854,
		3.500%, 09/01/2042		2,123,717
	2,297,777	Pool #284, 3.000%,
		10/15/2042		2,277,774
		Federal National Mortgage Association
	2,501,492	Pool #1200,
		3.000%, 10/01/2032		2,550,146
	1,170,841	Pool #1201, 3.500%,
		10/01/2032		1,222,140
	754,663	Pool #2005-56,
		6.000%, 08/25/2033 (a)		797,082
	655,739	Pool #2011-113,
		4.000%, 03/25/2040		688,796
	1,405,309	Pool #2012-63,
		2.000%, 08/25/2040		1,350,137
	2,000,000	Pool #2011-131,
		4.500%, 12/25/2041		2,208,528
	1,808,981	Pool #2012-125,
		3.000%, 11/25/2042		1,768,448
	326,949	Pool #2013-6,
		1.500%, 02/25/2043		249,787
		Government National Mortgage Association
	1,672,183	Pool #2010-62,
		5.597%, 05/20/2040 (a)(c)		262,070
	1,747,750	Pool #2011-72,
		5.227%, 05/20/2041 (a)(c)		237,541
	700,000	Pool #2012-40,
		4.000%, 01/20/2042		740,646
	543,463	Pool #2102-78,
		1.046%, 06/16/2052 (a)(c)		37,872
	3,784,127	Pool #2012-135,
		1.046%, 01/16/2053 (a)(c)		287,503
		Total Mortgage Backed Securities
		(Cost $25,209,226)		24,361,513

See notes to financial statements.

107

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2014

Number of Shares			Value
		PREFERRED STOCKS - 0.32%
		Consumer Finance - 0.15%
	289	Ally Financial, Inc.
		7.000%, (Acquired 05/03/2012
		through 06/20/2012,
		Cost $248,598) (b)	$	290,716
		Food Products - 0.13%
	5,225	Tyson Foods, Inc. (d)
		4.750%		263,131
		Multi-Utilities - 0.01%
	466	Dominion Resources, Inc.
		6.375%		23,253
		Transportation - 0.03%
	49	CEVA Holdings LLC (d)		53,405
		Total Preferred Stocks
		(Cost $594,313)		630,505

Number of Contracts
		PURCHASED OPTIONS - 0.01%
		Call Options
	228	Citigroup, Inc.
		Expiration: October, 2014,
		Exercise Price: $55.000		4,104

Notional Amount
	2,100,000	U.S. Dollar - Japanese Yen
		Expiration: November, 2014,
		Exercise Price: $111.100		15,714
		Total Purchased Options
		(Cost $20,002)		19,818

Principal Amount
		SHORT TERM INVESTMENTS - 15.17%
		Foreign Government Debt Obligations - 9.47%
		Bank Negara Malaysia Monetary
		Notes
	690,000	2.992%, 10/16/2014 (e)		210,087
	1,005,000	2.935%, 10/28/2014 (e)		305,705
	330,000	3.088%, 11/18/2014 (e)		100,223
	330,000	3.117%, 12/02/2014 (e)		100,042
	200,000	3.123%, 12/16/2014 (e)		60,556
	340,000	3.128%, 01/08/2015 (e)		102,734
	120,000	3.131%, 01/22/2015 (e)		36,213

Principal Amount			Value
		Foreign Government Debt
		Obligations (Continued)
		Bank Negara Malaysia Monetary
		Notes (Continued)
	240,000	3.142%, 03/03/2015 (e)	$	72,164
	2,590,000	3.142%, 03/05/2015 (e)		778,627
	700,000	3.144%, 03/12/2015 (e)		210,305
	690,000	3.148%, 03/24/2015 (e)		207,071
	1,120,000	3.153%, 04/16/2015 (e)		335,401
	180,000	3.157%, 04/28/2015 (e)		53,844
	1,530,000	3.159%, 05/05/2015 (e)		457,184
	80,000	3.163%, 05/19/2015 (e)		23,884
	140,000	3.167%, 06/03/2015 (e)		41,737
	330,000	3.169%, 06/16/2015 (e)		98,261
	20,000	3.251%, 06/30/2015 (e)		5,947
	210,000	3.178%, 07/16/2015 (e)		62,352
	80,000	3.183%, 08/04/2015 (e)		23,693
	360,000	3.185%, 08/11/2015 (e)		106,630
	2,000,000	3.187%, 08/18/2015 (e)		592,013
	300,000	3.194%, 09/08/2015 (e)		88,634
		Brazil Letras do Tesouro Nacional
	590,000	11.860%, 10/01/2015 (e)		215,316
	1,470,000	12.295%, 01/01/2016 (e)		520,453
	180,000	12.335%, 07/01/2016 (e)		60,008
	560,000	12.340%, 10/01/2016 (e)		180,952
		Canadian Treasury Bills
	110,000	0.889%, 10/23/2014 (e)		98,164
	640,000	0.899%, 11/06/2014 (e)		570,923
		Korea Monetary Stabilization Bond
	443,460,000	2.641%, 02/02/2015		421,052
	1,604,340,000	2.185%, 04/02/2015		1,522,635
	6,092,200,000	2.265%, 12/02/2015		5,820,535
	92,000,000	2.420%, 04/02/2016		87,950
	239,800,000	2.270%, 06/02/2016		229,358
	325,800,000	2.281%, 08/02/2016		309,971
		Mexico Cetes
	647,730	3.355%, 10/16/2014 (e)		481,563
	1,205,800	2.771%, 12/11/2014 (e)		892,591
	62,250	2.795%, 12/24/2014 (e)		46,041
	88,200	2.945%, 04/01/2015 (e)		64,692
	67,060	2.954%, 05/28/2015 (e)		48,947
		Serbia Treasury Bills
	3,610,000	7.933%, 06/25/2015 (e)		36,910
	17,000,000	7.889%, 07/24/2015 (e)		172,625

See notes to financial statements.

108

GuideMark^SMOpportunistic Fixed Income Fund
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
September 30, 2014

Principal Amount			Value
		SHORT TERM INVESTMENTS (Continued)
		Foreign Government Debt
		Obligations (Continued)
		Uruguay Treasury Bills
	2,870,000	12.740%, 12/18/2014 (e)	$	113,952
	90,000	13.110%, 01/16/2015 (e)		3,502
	4,230,000	13.270%, 02/05/2015 (e)		164,805
	2,510,000	13.370%, 02/20/2015 (e)		96,426
	643,132	12.602%, 03/26/2015 (e)(i)		24,336
	23,784,000	13.270%, 03/26/2015 (e)		918,959
	1,214,000	12.460%, 05/04/2015 (e)		45,184
	5,471,000	12.650%, 05/14/2015 (e)		209,161
	8,688,000	12.880%, 07/02/2015 (e)		327,641
	10,000	12.850%, 07/10/2015 (e)		364
	26,039,000	13.040%, 08/20/2015 (e)		931,592
	10,000	13.180%, 10/08/2015 (e)		353
	2,840,000	13.180%, 10/08/2015 (e)		100,461
	1,070,000	13.320%, 11/26/2015 (e)		37,054
	277,000	13.520%, 01/14/2016 (e)		9,437
	42,000	13.890%, 04/21/2016 (e)		1,387
	10,000	14.060%, 06/09/2016 (e)		323
	5,023,000	14.220%, 07/28/2016 (e)		159,579
				18,998,509

Number of Shares
		Money Market Funds - 4.65%
	9,323,451	Federated Prime Obligations Fund
		Effective Yield, 0.03%		9,323,451

Principal Amount
		U.S. Government Agency Issue - 0.05%
	100,000	Federal Farm Credit Discount Note
		0.000%, 10/01/2014		100,000
		U.S. Treasury Bill - 1.00%
	2,000,000	United States Treasury Bill
		0.015%, 02/19/2015 (j)		1,999,844
		Total Short Term Investments
		(Cost $30,996,912)		30,421,804
		Total Investments
		(Cost $195,853,452) - 96.35%		193,285,572
		Other Assets in Excess
		of Liabilities - 3.65%		7,317,333
		TOTAL NET
		ASSETS - 100.00%	$	200,602,905

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, 2014.
(b)	Restricted securities as defined in Rule 144(a) under the Securities Act of 1933. Such securities are treated as liquid securities according to the Fund’s liquidity guidelines. The value of these securities total $32,180,457, which represents 16.04% 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, 2014. The securities are liquid and the value of these securities total $1,727,106, which represents 0.86% of total net assets.
(d)	Non-income producing.
(e)	Zero coupon bond. The effective yield is listed.
(f)	Restricted securities as defined in Regulation S under the Securities Act of 1933. Such securities are treated as liquid securities according to the Fund’s liquidity guidelines. The value of these securities total $1,909,304 which represents 0.95% of total net assets.
(g)	Non-income producing. Item identified as in default as to payment of interest.
(h)	As of September 30, 2014, the Fund has fair valued these securities. The value of these securities were $162,114, which represents 0.08% of total net assets.
(i)	Represents an inflation protected security.
(j)	Partially assigned as collateral for certain futures contracts.

See notes to financial statements.

109

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Unaudited)

September 30, 2014

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
10/7/2014	Australian Dollar		1,095,000	U.S. Dollars		1,021,372	$	(63,120	)
11/21/2014	Brazilian Real		1,440,000	U.S. Dollars		584,416		(4,638	)
10/2/2014	Canadian Dollar		545,000	U.S. Dollars		489,213		(2,606	)
10/14/2014	Canadian Dollar		60,000	U.S. Dollars		54,242		(688	)
4/16/2015	Chilean Peso		2,556,587,500	U.S. Dollars		4,499,054		(296,535	)
10/6/2014	Columbian Peso		950,000,000	U.S. Dollars		468,557		351
3/10/2015	Ghanaian Cedi		120,000	U.S. Dollars		38,710		(5,802	)
10/3/2014	Hungarian Forint		35,900,000	U.S. Dollars		159,471		(13,563	)
10/15/2014	Indian Rupee		117,200,000	U.S. Dollars		1,921,138		(29,894	)
10/17/2014	Indian Rupee		117,575,000	U.S. Dollars		1,927,475		(31,057	)
10/3/2014	Malaysian Ringgit		1,845,500	U.S. Dollars		557,941		4,501
1/8/2015	Malaysian Ringgit		13,700	U.S. Dollars		4,089		59
1/9/2015	Malaysian Ringgit		7,000	U.S. Dollars		2,090		29
1/12/2015	Malaysian Ringgit		2,000	U.S. Dollars		598		8
2/18/2015	Malaysian Ringgit		1,024,011	U.S. Dollars		303,034		6,180
3/11/2015	Malaysian Ringgit		2,414,589	U.S. Dollars		727,527		603
3/12/2015	Malaysian Ringgit		612,600	U.S. Dollars		183,183		1,538
3/26/2015	Malaysian Ringgit		514,000	U.S. Dollars		152,582		2,267
4/2/2015	Malaysian Ringgit		3,532,500	U.S. Dollars		1,067,923		(4,177	)
5/29/2015	Malaysian Ringgit		2,827,440	U.S. Dollars		860,319		(11,842	)
7/2/2015	Malaysian Ringgit		1,177,500	U.S. Dollars		359,498		(6,875	)
9/28/2015	Malaysian Ringgit		377,000	U.S. Dollars		113,756		(1,409	)
10/5/2015	Malaysian Ringgit		1,845,500	U.S. Dollars		551,472		11,095
10/14/2014	Mexican Peso		18,798,000	U.S. Dollars		1,388,331		9,880
12/19/2014	Mexican Peso		9,598,100	U.S. Dollars		719,201		(8,498	)
2/17/2015	Mexican Peso		67,745,080	U.S. Dollars		4,947,063		48,326
3/31/2015	Mexican Peso		11,784,520	U.S. Dollars		889,935		(22,243	)
5/15/2015	Mexican Peso		9,743,382	U.S. Dollars		731,678		(17,632	)
8/6/2015	Mexican Peso		1,597,390	U.S. Dollars		118,115		(1,740	)
8/7/2015	Mexican Peso		1,605,500	U.S. Dollars		118,167		(1,210	)
10/15/2014	Norwegian Krone		6,200,000	U.S. Dollars		972,275		(7,787	)
2/10/2015	Polish Zloty		847,724	Euro		198,321		3,799
2/24/2015	Polish Zloty		2,950,000	Euro		690,947		11,633
3/12/2015	Polish Zloty		4,450,638	Euro		1,038,946		20,981
4/9/2015	Polish Zloty		4,746,256	Euro		1,111,275		16,408
4/15/2015	Polish Zloty		4,578,308	Euro		1,069,174		18,991
8/6/2015	Polish Zloty		963,300	Euro		226,021		1,260
3/31/2015	Serbian Dinar		31,310,564	Euro		251,693		(60,952	)
12/10/2014	Singapore Dollar		2,188,625	U.S. Dollars		1,746,638		(31,059	)
1/30/2015	Singapore Dollar		1,428,700	U.S. Dollars		1,151,722		(31,820	)
2/12/2015	Singapore Dollar		917,160	U.S. Dollars		732,322		(13,397	)
3/11/2015	Singapore Dollar		1,387,980	U.S. Dollars		1,099,042		(11,061	)
4/13/2015	Singapore Dollar		2,419,882	U.S. Dollars		1,938,387		(41,486	)
5/29/2015	Singapore Dollar		1,411,379	U.S. Dollars		1,124,874		(18,422	)

See notes to financial statements.

110

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Unaudited) (Continued)

September 30, 2014

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
6/5/2015	Singapore Dollar		405,248	U.S. Dollars		322,688	$	(4,990	)
8/6/2015	Singapore Dollar		917,603	U.S. Dollars		736,971		(17,521	)
10/14/2014	South African Rand		5,400,000	U.S. Dollars		478,160		(694	)
10/14/2014	South Korean Won		536,797,500	U.S. Dollars		491,618		16,726
3/12/2015	South Korean Won		636,720,000	U.S. Dollars		588,031		11,497
4/15/2015	South Korean Won		636,801,620	U.S. Dollars		604,405		(5,392	)
6/29/2015	South Korean Won		606,000,000	U.S. Dollars		585,281		(16,268	)
9/30/2015	South Korean Won		608,000,000	U.S. Dollars		578,167		(10,112	)
10/3/2014	Swedish Krona		7,620,000	Euro		873,994		(47,947	)
12/8/2014	Swedish Krona		1,010,000	Euro		110,197		684
4/9/2015	Swedish Krona		8,075,858	Euro		894,961		(13,300	)
4/15/2015	Swedish Krona		43,466,148	Euro		4,770,366		(13,156	)
10/27/2014	Swedish Krona		3,500,000	U.S. Dollars		483,246		1,732
10/22/2014	U.S. Dollars		527,628	Brazilian Real		1,249,000		20,602
10/27/2014	U.S. Dollars		163,860	British Pound		100,000		1,784
3/9/2015	U.S. Dollars		167,720	British Pound		100,000		5,870
10/2/2014	U.S. Dollars		501,676	Canadian Dollar		545,000		15,070
10/14/2014	U.S. Dollars		54,427	Canadian Dollar		60,000		872
10/6/2014	U.S. Dollars		492,892	Columbian Peso		950,000,000		23,983
10/14/2014	U.S. Dollars		373,134	Columbian Peso		735,000,000		10,600
10/8/2014	U.S. Dollars		919,955	Euro		708,000		25,670
10/20/2014	U.S. Dollars		1,038,459	Euro		802,000		25,355
10/29/2014	U.S. Dollars		159,366	Euro		125,000		1,453
10/31/2014	U.S. Dollars		289,903	Euro		221,597		9,955
11/10/2014	U.S. Dollars		180,062	Euro		133,000		12,028
11/14/2014	U.S. Dollars		336,297	Euro		250,000		20,435
11/17/2014	U.S. Dollars		119,102	Euro		88,500		7,284
11/20/2014	U.S. Dollars		236,836	Euro		175,000		15,723
12/8/2014	U.S. Dollars		1,119,808	Euro		826,000		76,013
12/15/2014	U.S. Dollars		189,101	Euro		137,000		15,968
1/7/2015	U.S. Dollars		661,926	Euro		485,308		48,506
1/9/2015	U.S. Dollars		136,760	Euro		100,000		10,360
1/21/2015	U.S. Dollars		170,375	Euro		125,000		12,359
2/9/2015	U.S. Dollars		277,230	Euro		200,000		24,365
2/20/2015	U.S. Dollars		388,862	Euro		283,000		31,025
2/27/2015	U.S. Dollars		90,282	Euro		65,866		6,994
3/9/2015	U.S. Dollars		1,005,140	Euro		731,123		80,547
3/17/2015	U.S. Dollars		285,204	Euro		204,474		26,605
3/23/2015	U.S. Dollars		101,102	Euro		72,605		9,274
4/15/2015	U.S. Dollars		1,123,632	Euro		810,000		98,837
4/30/2015	U.S. Dollars		564,590	Euro		408,000		48,271
5/5/2015	U.S. Dollars		283,124	Euro		204,295		24,571
5/7/2015	U.S. Dollars		267,472	Euro		200,330		13,927
5/18/2015	U.S. Dollars		388,480	Euro		283,000		30,242

See notes to financial statements.

111

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Unaudited) (Continued)

September 30, 2014

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
5/21/2015	U.S. Dollars		3,267,288	Euro		2,380,000	$	254,400
6/10/2015	U.S. Dollars		593,452	Euro		434,350		43,422
6/15/2015	U.S. Dollars		635,669	Euro		469,000		41,711
7/13/2015	U.S. Dollars		724,868	Euro		531,000		52,086
7/15/2015	U.S. Dollars		640,751	Euro		470,000		45,237
7/16/2015	U.S. Dollars		738,873	Euro		541,000		53,387
7/17/2015	U.S. Dollars		290,987	Euro		214,000		19,829
7/20/2015	U.S. Dollars		592,396	Euro		436,950		38,713
7/22/2015	U.S. Dollars		336,974	Euro		248,730		21,785
7/23/2015	U.S. Dollars		242,142	Euro		178,745		15,634
7/27/2015	U.S. Dollars		493,681	Euro		366,000		29,850
7/29/2015	U.S. Dollars		931,528	Euro		691,917		54,634
7/31/2015	U.S. Dollars		548,540	Euro		408,000		31,448
8/3/2015	U.S. Dollars		207,917	Euro		155,000		11,463
8/4/2015	U.S. Dollars		3,665,466	Euro		2,732,287		202,392
8/5/2015	U.S. Dollars		1,235,187	Euro		919,023		70,340
8/6/2015	U.S. Dollars		751,673	Euro		559,081		43,035
8/11/2015	U.S. Dollars		107,196	Euro		80,000		5,788
8/17/2015	U.S. Dollars		118,814	Euro		88,500		6,619
8/18/2015	U.S. Dollars		428,103	Euro		319,000		23,690
8/20/2015	U.S. Dollars		715,121	Euro		533,000		39,387
8/21/2015	U.S. Dollars		1,102,933	Euro		827,220		54,171
8/26/2015	U.S. Dollars		308,818	Euro		232,085		14,554
9/8/2015	U.S. Dollars		573,003	Euro		434,350		22,167
9/23/2015	U.S. Dollars		246,667	Euro		191,000		4,384
9/28/2015	U.S. Dollars		114,617	Euro		89,000		1,704
10/14/2014	U.S. Dollars		347,919	Japanese Yen		37,100,000		9,615
10/22/2014	U.S. Dollars		200,984	Japanese Yen		19,600,000		22,246
12/22/2014	U.S. Dollars		1,728,833	Japanese Yen		177,460,000		109,335
12/26/2014	U.S. Dollars		924,054	Japanese Yen		95,820,000		49,528
1/8/2015	U.S. Dollars		190,260	Japanese Yen		19,732,000		10,142
1/15/2015	U.S. Dollars		1,091,911	Japanese Yen		113,240,000		58,166
2/12/2015	U.S. Dollars		349,814	Japanese Yen		35,633,000		24,441
2/13/2015	U.S. Dollars		347,371	Japanese Yen		35,430,000		23,849
2/17/2015	U.S. Dollars		115,543	Japanese Yen		11,790,000		7,881
2/18/2015	U.S. Dollars		233,142	Japanese Yen		23,670,000		16,994
2/25/2015	U.S. Dollars		57,701	Japanese Yen		5,910,000		3,728
2/26/2015	U.S. Dollars		115,482	Japanese Yen		11,810,000		7,628
2/27/2015	U.S. Dollars		38,615	Japanese Yen		3,936,000		2,669
3/9/2015	U.S. Dollars		314,413	Japanese Yen		32,151,400		20,762
3/19/2015	U.S. Dollars		351,380	Japanese Yen		35,670,000		25,561
3/24/2015	U.S. Dollars		173,655	Japanese Yen		17,733,000		11,670
3/25/2015	U.S. Dollars		177,288	Japanese Yen		18,110,000		11,857
4/10/2015	U.S. Dollars		4,836,457	Japanese Yen		493,608,750		326,319

See notes to financial statements.

112

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FORWARD CURRENCY CONTRACTS (Unaudited) (Continued)

September 30, 2014

Forward expiration date	Currency to be received	Amount of Currency to be received		Currency to be delivered	Amount of Currency to be delivered		Unrealized Appreciation (Depreciation)
4/15/2015	U.S. Dollars		6,968,888	Japanese Yen		706,185,270	$	515,852
4/17/2015	U.S. Dollars		295,548	Japanese Yen		30,030,000		21,127
4/21/2015	U.S. Dollars		176,927	Japanese Yen		18,040,000		12,062
4/22/2015	U.S. Dollars		201,780	Japanese Yen		20,570,000		13,791
6/3/2015	U.S. Dollars		795,175	Japanese Yen		80,680,000		57,290
6/4/2015	U.S. Dollars		335,898	Japanese Yen		34,284,478		22,333
6/9/2015	U.S. Dollars		628,558	Japanese Yen		64,200,000		41,334
6/10/2015	U.S. Dollars		1,468,355	Japanese Yen		150,000,000		96,312
6/11/2015	U.S. Dollars		584,106	Japanese Yen		59,670,000		38,297
6/17/2015	U.S. Dollars		181,871	Japanese Yen		18,500,000		12,631
6/22/2015	U.S. Dollars		872,238	Japanese Yen		88,820,000		59,632
7/24/2015	U.S. Dollars		913,099	Japanese Yen		92,309,000		68,094
7/27/2015	U.S. Dollars		192,955	Japanese Yen		19,500,000		14,440
10/3/2014	U.S. Dollars		563,770	Malaysian Ringgit		1,845,500		1,328
10/31/2014	U.S. Dollars		3,262,193	Mexican Peso		43,930,000		(1,215	)
10/7/2014	U.S. Dollars		995,508	New Zealand Dollar		1,200,000		59,405
10/15/2014	U.S. Dollars		623,743	New Zealand Dollar		765,000		27,487
10/14/2014	U.S. Dollars		492,091	South African Rand		5,400,000		14,625
10/27/2014	U.S. Dollars		491,127	Swedish Krona		3,500,000		6,149
12/11/2014	U.S. Dollars		111,487	Swiss Franc		104,000		2,476
10/8/2014	U.S. Dollars		756,001	Turkish Lira		1,650,000		32,761
11/20/2014	Uruguayan Peso		2,200,000	U.S. Dollars		93,697		(6,046	)
11/25/2014	Uruguayan Peso		2,200,000	U.S. Dollars		93,537		(5,992	)
12/1/2014	Uruguayan Peso		3,240,000	U.S. Dollars		138,521		(9,777	)
							$	3,112,820

GuideMark^SMOpportunistic Fixed Income Fund

SCHEDULE OF OPEN FUTURES CONTRACTS (Unaudited)

September 30, 2014

Description	Number of Contracts Sold			Notional Value			Settlement Month	Unrealized Appreciation (Depreciation)
E-mini S&P 500 Futures		(45	)		(4,422,375	)	Dec-14	$	24,867
U.S. Treasury 5-Year Note Futures		(28	)		(3,311,219	)	Dec-14		8,699
U.S. Treasury 10-Year Note Futures		(55	)		(6,855,234	)	Dec-14		43,373
U.S. Treasury Long Bond Futures		(8	)		(1,103,250	)	Dec-14		9,496
								$	86,435

See notes to financial statements.

113

GuideMark^SMOpportunistic Fixed Income Fund

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

September 30, 2014

Reference Obligation	Implied Credit Spread at September 30, 2014⁽³⁾			Fixed Pay Rate			Maturity Date	Counterparty	Notional Amount⁽⁴⁾		Fair Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Bolivarian Republic of Venezuela		16.71	%		5.000	%	9/20/2019	Merrill Lynch		125,000	$	41,095		$	28,649		$	12,446
Federative Republic of Brazil		1.62	%		1.000	%	6/20/2019	Merrill Lynch		1,100,000		30,554			38,723			(8,169	)
General Mills, Inc.		0.43	%		1.000	%	12/20/2019	Morgan Stanley		500,000		(14,279	)		(14,734	)		455
Kellogg Company		0.80	%		1.000	%	12/20/2019	Citigroup		525,000		(5,166	)		(6,460	)		1,294
iTraxx Europe Crossover Series 18 Index		1.57	%		5.000	%	12/20/2017	Merrill Lynch		245,000		(32,439	)		(6,550	)		(25,889	)
Safeway, Inc.		3.59	%		1.000	%	9/20/2019	Deutsche Bank		350,000		40,356			33,662			6,694
											$	60,121		$	73,290		$	(13,169	)

GuideMark^SMOpportunistic Fixed Income Fund

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

September 30, 2014

Reference Obligation	Implied Credit Spread at September 30, 2014⁽³⁾			Fixed Pay Rate			Maturity Date	Clearing Agent	Notional Amount⁽⁴⁾		Fair Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
CDX.NA.HY.22 Index		3.55	%		5.000	%	6/20/2019	Intercontinental Exchange		1,608,750	$	(96,369	)	$	(124,996	)	$	28,627
											$	(96,369	)	$	(124,996	)	$	28,627

See notes to financial statements.

114

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

September 30, 2014

Pay/Receive Floating Rate	Floating Rate Index	Fixed Pay Rate			Maturity Date	Counterparty	Notional Amount⁽⁴⁾	Fair Value			Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
Receive	3-MO-USD-LIBOR		3.018	%	8/22/2023	JP Morgan Chase	7,290,000	$	(281,206	)	$	0	$	(281,206	)
Receive	3-MO-USD-LIBOR		3.848	%	8/22/2043	JP Morgan Chase	4,170,000		(538,640	)		0		(538,640	)
								$	(819,846	)	$	0	$	(819,846	)

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.

115

GuidePath^SMStrategic Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Number of Shares			Value
		INVESTMENT COMPANIES - 97.87%
		Affiliated Mutual Funds - 53.74%
	348,740	Altegris^®Macro Strategy Fund - Institutional Shares (a)	$	2,817,819
	559,491	Altegris^®Multi-Strategy Alternatives Fund - Institutional Shares		5,673,240
	1,319,529	GuideMark^SMGlobal Real Return Fund - Institutional Shares		11,849,372
	1,356,303	GuideMark^SMLarge Cap Growth Fund - Institutional Shares		19,449,384
	1,647,319	GuideMark^SMLarge Cap Value Fund - Institutional Shares		19,718,406
	1,005,868	GuideMark^SMOpportunistic Equity Fund - Institutional Shares		13,981,566
	1,387,871	GuideMark^SMSmall/Mid Cap Core Fund - Institutional Shares		23,038,658
	5,611,007	GuideMark^SMWorld ex-US Fund - Institutional Shares		49,825,744
				146,354,189
		Exchange Traded Funds - 44.13%
	146,956	iShares Core MSCI Emerging Markets ETF (b)		7,353,678
	174,100	iShares MSCI Canada Index ETF (b)		5,344,870
	106,606	iShares MSCI Switzerland Capped ETF (b)		3,465,761
	199,552	SPDR S&P 500 ETF Trust		39,315,735
	28,870	SPDR S&P 600 Small Cap Growth ETF (b)		4,887,979
	67,402	SPDR S&P China ETF (b)		5,166,363
	994,274	Vanguard FTSE All-World ex-US Index Fund (b)		48,958,052
	33,175	Vanguard Global ex-U.S. Real Estate ETF		1,806,379
	54,133	Vanguard REIT ETF (b)		3,889,456
				120,188,273
		Total Investment Companies (Cost $207,539,579)		266,542,462

Number of Shares			Value
		SHORT TERM INVESTMENTS - 1.93%
		Money Market Funds - 1.93%
	5,247,422	Federated Prime Obligations Fund Effective Yield, 0.03%	$	5,247,422
		Total Short Term Investments (Cost $5,247,422)		5,247,422
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 14.32%
		Money Market Funds - 14.32%
	39,002,598	Mount Vernon Prime Portfolio Effective Yield, 0.18%		39,002,598
		Total Investments Purchased as Securities Lending Collateral (Cost $39,002,598)		39,002,598
		Total Investments (Cost $251,789,599) - 114.12%		310,792,482
		Liabilities in Excess of Other Assets - (14.12)%		(38,445,529)
		TOTAL NET ASSETS - 100.00%	$	272,346,953

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.

116

GuidePath^SMTactical Constrained^SMAsset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Number of
Shares			Value
		INVESTMENT COMPANIES - 98.02%
		Affiliated Mutual Funds - 65.31%
	1,633,757	GuideMark^SMCore Fixed Income Fund - Institutional Shares	$	15,439,008
	899,441	GuideMark^SMLarge Cap Growth Fund - Institutional Shares		12,897,979
	1,073,743	GuideMark^SMLarge Cap Value Fund - Institutional Shares		12,852,699
	1,443,406	GuideMark^SMOpportunistic Equity Fund - Institutional Shares		20,063,339
	1,176,613	GuideMark^SMOpportunistic Fixed Income Fund - Institutional Shares		11,542,577
	665,459	GuideMark^SMSmall/Mid Cap Core Fund - Institutional Shares		11,046,615
	4,017,787	GuideMark^SMWorld ex-US Fund - Institutional Shares		35,677,945
				119,520,162
		Exchange Traded Funds - 29.56%
	23,297	iShares 10+ Year Credit Bond ETF		1,396,422
	182,350	iShares Core MSCI Emerging Markets ETF (a)		9,124,794
	8,395	iShares Core U.S. Credit Bond ETF		927,815
	65,029	iShares Global Infrastructure ETF (a)		2,759,181
	18,740	iShares International Select Dividend ETF (a)		670,705
	72,724	iShares U.S. Home Construction ETF (a)		1,635,563
	83,822	Market Vectors Unconventional Oil & Gas ETF		2,506,278
	11,484	PowerShares DB Gold Fund (b)		461,083
	23,008	SPDR Barclays High Yield Bond ETF (a)		924,461
	131,132	SPDR S&P 500 ETF Trust		25,835,627
	3,184	SPDR S&P Dividend ETF (a)		238,609
	11,477	Vanguard FTSE Pacific ETF		680,586
	25,009	Vanguard Global ex-U.S. Real Estate ETF		1,361,740
	77,700	Vanguard REIT ETF (a)		5,582,745
				54,105,609

Number of Shares			Value
		Mutual Funds - 3.15%
	107,027	AQR Diversified Arbitrage Fund - Institutional Shares	$	1,143,048
	112,527	Arbitrage Event Driven Fund - Institutional Shares		1,153,405
	127,505	DoubleLine Total Return Bond Fund - Institutional Shares		1,394,909
	180,541	Iron Strategic Income Fund - Institutional Shares		2,069,003
	0	PIMCO Emerging Local Bond Fund - Institutional Shares		1
				5,760,366
		Total Investment Companies (Cost $140,933,568)		179,386,137
		SHORT TERM INVESTMENTS - 1.93%
		Money Market Funds - 1.93%
	3,537,313	Federated Prime Obligations Fund Effective Yield, 0.03%		3,537,313
		Total Short Term Investments (Cost $3,537,313)		3,537,313
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 9.99%
		Money Market Funds - 9.99%
	18,276,723	Mount Vernon Prime Portfolio Effective Yield, 0.18%		18,276,723
		Total Investments Purchased as Securities Lending Collateral (Cost $18,276,723)		18,276,723
		Total Investments (Cost $162,747,604) - 109.94%		201,200,173
		Liabilities in Excess of Other Assets - (9.94)%		(18,191,049)
		TOTAL NET ASSETS - 100.00%	$	183,009,124

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.

117

GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Number of
Shares			Value
		INVESTMENT COMPANIES - 85.15%
		Affiliated Mutual Funds - 19.43%
	709,665	GuideMark^SMCore Fixed Income Fund - Institutional Shares	$	6,706,338
	639,845	GuideMark^SMLarge Cap Growth Fund - Institutional Shares		9,175,377
	1,264,433	GuideMark^SMLarge Cap Value Fund - Institutional Shares		15,135,266
	1,235,229	GuideMark^SMOpportunistic Equity Fund - Institutional Shares		17,169,689
	1,435,458	GuideMark^SMOpportunistic Fixed Income Fund - Institutional Shares		14,081,839
	233,865	GuideMark^SMSmall/Mid Cap Core Fund - Institutional Shares		3,882,155
	2,819,809	GuideMark^SMWorld ex-US Fund - Institutional Shares		25,039,901
				91,190,565
		Exchange Traded Funds - 46.33%
	108,046	iShares Asia 50 ETF (a)		5,042,507
	14,863	iShares CMBS ETF (a)		762,946
	237,920	iShares Core MSCI EAFE		13,856,461
	387,539	iShares Core MSCI Emerging Markets ETF (a)		19,392,452
	34,279	iShares Core U.S. Credit Bond ETF		3,788,515
	378,315	iShares MSCI ACWI ex-US ETF (a)		17,205,766
	128,789	iShares MSCI EAFE Small-Cap ETF (a)		6,246,266
	140,582	iShares MSCI Pacific ex Japan ETF (a)		6,476,613
	16,209	PowerShares DB Gold Fund (b)		650,791
	50,176	SPDR Barclays High Yield Bond ETF (a)		2,016,072
	78,177	SPDR Barclays Short Term International Treasury Bond ETF (a)		2,662,709
	142,827	SPDR EURO STOXX 50		5,670,232
	187,209	SPDR S&P 500 ETF Trust		36,883,917
	40,284	SPDR S&P Emerging Asia Pacific ETF (a)		3,375,396
	231,570	Vanguard Extended Market Index ETF		19,354,621

Number of
Shares			Value
		Exchange Traded Funds (Continued)
	239,346	Vanguard FTSE Europe ETF (a)	$	13,216,686
	63,457	Vanguard FTSE Pacific ETF (a)		3,763,000
	73,874	Vanguard Global ex-U.S. Real Estate ETF (a)		4,022,439
	81,130	Vanguard High Dividend Yield ETF (a)		5,387,843
	110,137	Vanguard Intermediate-Term Government Bond ETF (a)		7,022,335
	222,248	Vanguard REIT ETF (a)		15,968,519
	35,563	Vanguard Total Bond Market ETF		2,913,677
	215,128	Vanguard Total Stock Market ETF (a)		21,779,559
				217,459,322
		Mutual Funds - 19.39%
	761,842	Eaton Vance Floating-Rate Fund - Institutional Shares		6,871,818
	623,360	Eaton Vance Global Macro Absolute Return Advantage Fund - Institutional Shares (b) (c)		6,370,743
	209,929	Eaton Vance Income Fund of Boston - Institutional Shares		1,253,277
	31,625	Eaton Vance Multi-Strategy Absolute Return Fund - Institutional Shares (c)		274,822
	204,890	Parametric Absolute Return Fund - Institutional Shares		2,016,119
	54,950	Parametric Emerging Markets Fund - Institutional Shares (b)		857,215
	327,816	PIMCO CommoditiesPLUS Strategy Fund - Institutional Shares		3,310,939
	1,282,711	PIMCO Commodity RealReturn Strategy Fund - Institutional Shares		6,695,754
	99,119	Pioneer Strategic Income Fund - Class Y		1,091,304
	658,755	Stadion Managed Risk 100 Fund - Institutional Shares (b) (c)		6,666,597
	1,200,984	Virtus Allocator Premium AlphaSector Fund - Institutional Shares		14,267,685
	345,331	Virtus Global Premium AlphaSector Fund - Institutional Shares (c)		4,306,280
	1,507,895	Virtus Premium AlphaSector Fund - Institutional Shares (c)		26,267,524

See notes to financial statements.

118

GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of
Shares			Value
		INVESTMENT COMPANIES (Continued)
		Mutual Funds (Continued)
	818,131	William Blair Macro Allocation Fund - Class I (c)	$	10,750,238
				91,000,315
		Total Investment Companies (Cost $369,952,217)		399,650,202
		SHORT TERM INVESTMENTS - 12.82%
		Money Market Funds - 12.82%
	60,146,509	Federated Prime Obligations Fund Effective Yield, 0.03%		60,146,509
		Total Short Term Investments (Cost $60,146,509)		60,146,509

Number of
Shares			Value
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 15.42%
		Money Market Funds - 15.42%
	72,411,021	Mount Vernon Prime Portfolio Effective Yield, 0.18%	$	72,411,021
		Total Investments Purchased as Securities Lending Collateral (Cost $72,411,021)		72,411,021
		Total Investments (Cost $502,509,747) - 113.39%		532,207,732
		Liabilities in Excess of Other Assets - (13.39)%		(62,863,797	)
		TOTAL NET ASSETS - 100.00%	$	469,343,935

Percentages are stated as a percent of net assets.
(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	Certain GPS Funds invest in securities of unaffiliated underlying funds in accordance with Section 12(d)(1)(F) of the Investment Company Act of 1940. Such investments are potentially illiquid, because an unaffiliated underlying fund, under the terms of Section 12(d)(1)(F), is not obligated to redeem its shares in an amount exceeding 1% of its total outstanding shares during any period of less than thirty days. Investments made in accordance with Section 12(d)(1)(F) that exceed 1% of the outstanding shares of each underlying fund, and therefore are potentially illiquid, amount to 2.79% of total net assets as of September 30, 2014.

See notes to financial statements.

119

GuidePath^SMAbsolute Return Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Number of
Shares			Value
		INVESTMENT COMPANIES - 97.84%
		Affiliated Mutual Funds - 5.57%
	1,279,488	GuideMark^SMCore Fixed Income Fund - Institutional Shares	$	12,091,162
	467,438	GuideMark^SMLarge Cap Value Fund - Institutional Shares		5,595,235
	300	GuideMark^SMOpportunistic Fixed Income Fund - Institutional Shares		2,939
	429,880	GuideMark^SMWorld ex-US Fund - Institutional Shares		3,817,336
				21,506,672
		Exchange Traded Funds - 38.75%
	125,891	iShares 1-3 Year Treasury Bond ETF (a)		10,639,048
	13,031	iShares Core MSCI Emerging Markets ETF (a)		652,071
	242,695	iShares JPMorgan USD Emerging Markets Bond ETF (a)		27,388,131
	89,522	iShares MBS ETF (a)		9,678,223
	37,752	PowerShares DB Agriculture Fund (a)(b)		964,564
	5,701	PowerShares DB Base Metals Fund (a)(b)		96,404
	12,784	PowerShares DB Energy Fund (a)(b)		344,144
	4,505	PowerShares DB Precious Metals Fund (b)		171,010
	68,647	PowerShares International Corporate Bond Portfolio (a)		1,994,882
	123,449	SPDR Barclays 1-3 Month T-Bill ETF (a)(b)		5,649,026
	668,752	SPDR Barclays High Yield Bond ETF (a)		26,870,455
	368,645	SPDR Barclays Short Term Corporate Bond ETF (a)		11,313,715
	26,574	SPDR S&P 500 ETF Trust		5,235,610
	122,734	Vanguard FTSE All-World ex-US Index Fund (a)		6,043,422
	156,643	Vanguard Long-Term Corporate Bond ETF (a)		14,022,681
	29,459	Vanguard Mid-Cap Value ETF		2,501,069
	442,026	Vanguard Mortgage-Backed Securities ETF		23,237,307

Number of
Shares			Value
		Exchange Traded Funds (Continued)
	5,041	Vanguard Small-Cap Value ETF (a)	$	502,789
	28,032	Vanguard Total Bond Market ETF		2,296,662
				149,601,213
		Mutual Funds - 53.52%
	328,962	Aberdeen Equity Long-Short Fund - Institutional Shares (c)		4,079,127
	495,036	BlackRock Low Duration Bond Portfolio - Institutional Shares		4,826,597
	209,100	DoubleLine Core Fixed Income Fund - Institutional Shares		2,287,552
	782,286	DoubleLine Emerging Markets Fixed Income Bond Fund - Institutional Shares (c)		8,378,280
	950,000	DoubleLine Low Duration Bond Fund - Institutional Shares		9,670,998
	315,720	DoubleLine Multi-Asset Growth Fund - Institutional Shares (c)		3,128,781
	2,292,897	DoubleLine Total Return Bond Fund - Institutional Shares		25,084,295
	960,906	Eaton Vance Floating-Rate Fund - Institutional Shares		8,667,370
	852,671	Eaton Vance Global Macro Absolute Return Advantage Fund - Institutional Shares (b) (c)		8,714,302
	489,562	Eaton Vance Multi-Strategy Absolute Return Fund - Institutional Shares (c)		4,254,294
	1,043,669	John Hancock Funds II - Alternative Asset Allocation Fund - Institutional Shares (c)		15,780,272
	471,086	JPMorgan Multi-Sector Income Fund - Select Shares		4,809,784
	475,525	JPMorgan Research Equity Long/Short Fund - Select Shares		8,193,297
	155	JPMorgan Strategic Income Opportunities Fund - Select Shares		1,832
	102,225	JPMorgan Systematic Alpha Fund - Institutional Shares		1,539,510
	246,255	Parametric Absolute Return Fund - Institutional Shares		2,423,148
	6,272,069	Pioneer Strategic Income Fund - Class Y		69,055,478

See notes to financial statements.

120

GuidePath^SMAbsolute Return Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of Shares			Value
		INVESTMENT COMPANIES (Continued)
		Mutual Funds (Continued)
	272,633	Robeco Boston Partners Long/Short Research Fund - Institutional Shares	$	4,081,323
	2,137,302	T. Rowe Price Institutional Floating Rate Fund		21,672,244
				206,648,484
		Total Investment Companies (Cost $371,838,837)		377,756,369

Number of Shares			Value
		SHORT TERM INVESTMENTS - 2.27%
		Money Market Funds - 2.27%
	8,750,178	Federated Prime Obligations Fund Effective Yield, 0.03%	$	8,750,178
		Total Short Term Investments (Cost $8,750,178)		8,750,178
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 20.34%
		Money Market Funds - 20.34%
	78,552,320	Mount Vernon Prime Portfolio Effective Yield, 0.18%		78,552,320
		Total Investments Purchased as Securities Lending Collateral (Cost $78,552,320)		78,552,320
		Total Investments (Cost $459,141,335) - 120.45%		465,058,867
		Liabilities in Excess of Other Assets - (20.45)%		(78,953,399	)
		TOTAL NET ASSETS - 100.00%	$	386,105,468

Percentages are stated as a percent of net assets.

(a)	All or portion of this security is on loan.
(b)	Non-income producing security.
(c)	Certain GPS Funds invest in securities of unaffiliated underlying funds in accordance with Section 12(d)(1)(F) of the Investment Company Act of 1940. Such investments are potentially illiquid, because an unaffiliated underlying fund, under the terms of Section 12(d)(1)(F), is not obligated to redeem its shares in an amount exceeding 1% of its total outstanding shares during any period of less than thirty days. Investments made in accordance with Section 12(d)(1)(F) that exceed 1% of the outstanding shares of each underlying fund, and therefore are potentially illiquid, amount to 2.37% of total net assets as of September 30, 2014.

See notes to financial statements.

121

GuidePath^SMMulti-Asset Income Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Number of Shares			Value
		INVESTMENT COMPANIES - 97.38%
		Affiliated Mutual Funds - 3.65%
	110,633	GuideMark^SMCore Fixed Income Fund - Institutional Shares	$	1,045,486
	59,902	GuideMark^SMOpportunistic Fixed Income Fund - Institutional Shares		587,641
	369,525	GuideMark^SMWorld ex-US Fund - Institutional Shares		3,281,380
				4,914,507
		Exchange Traded Funds - 45.69%
	15,413	iShares 7-10 Year Treasury Bond ETF (a)		1,597,095
	18,529	iShares 10+ Year Credit Bond ETF		1,110,628
	28,110	iShares 20+ Year Treasury Bond ETF (a)		3,268,350
	95,799	iShares Global Infrastructure ETF (a)		4,064,752
	50,488	iShares iBoxx $ High Yield Corporate Bond ETF (a)		4,642,372
	4,293	iShares iBoxx $ Investment Grade Corporate Bond ETF (a)		507,519
	92,503	iShares International Select Dividend ETF (a)		3,310,682
	67,062	iShares JPMorgan USD Emerging Markets Bond ETF (a)		7,567,947
	28,476	iShares MSCI Australia ETF (a)		681,715
	52,360	iShares U.S. Preferred Stock ETF (a)		2,069,267
	16,895	iShares U.S. Real Estate ETF (a)		1,169,134
	301,593	PowerShares International Dividend Achievers Portfolio (a)		5,582,486
	38,320	SPDR Barclays High Yield Bond ETF (a)		1,539,698
	37,365	SPDR Barclays Short Term High Yield Bond ETF		1,118,334
	40,096	SPDR Dow Jones International Real Estate ETF (a)		1,660,375
	8,825	Vanguard Global ex-U.S. Real Estate ETF		480,521
	31,427	Vanguard REIT ETF (a)		2,258,030
	16,348	WisdomTree Emerging Markets Equity Income Fund		781,107

Number of Shares			Value
		Exchange Traded Funds (Continued)
	52,021	WisdomTree Emerging Markets SmallCap Dividend Fund	$	2,404,411
	173,431	WisdomTree Equity Income Fund (a)		10,287,928
	68,794	WisdomTree International SmallCap Dividend Fund (a)		4,071,229
	21,829	WisdomTree SmallCap Dividend Fund (a)		1,418,230
				61,591,810
		Mutual Funds - 48.04%
	2,899,932	BlackRock Multi-Asset Income Fund - Institutional Shares		32,885,232
	444,213	Forward EM Corporate Debt Fund - Institutional Shares		4,108,971
	524,643	Forward International Dividend Fund - Institutional Shares		4,076,474
	109,879	Forward Select EM Dividend Fund - Institutional Shares		2,407,440
	166,483	Forward Select Income Fund - Institutional Shares		4,202,038
	342,963	JPMorgan Global Equity Income Fund - Select Shares		5,586,870
	435,308	JPMorgan High Yield Fund - Select Shares		3,443,282
	486,863	JPMorgan Income Builder Fund - Select Shares		5,022,969
	214,022	JPMorgan Multi-Sector Income Fund - Select Shares		2,185,168
	82,881	T. Rowe Price Institutional Floating Rate Fund		840,409
				64,758,853
		Total Investment Companies (Cost $127,417,116)		131,265,170
		SHORT TERM INVESTMENTS - 1.50%
		Money Market Funds - 1.50%
	2,018,442	Federated Prime Obligations Fund Effective Yield, 0.03%		2,018,442
		Total Short Term Investments (Cost $2,018,442)		2,018,442

See notes to financial statements.

122

GuidePath^SMMulti-Asset Income Asset Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

September 30, 2014

Number of
Shares			Value
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 23.12%
		Money Market Funds - 23.12%
	31,164,326	Mount Vernon Prime Portfolio Effective Yield, 0.18%	$	31,164,326
		Total Investments Purchased as Securities Lending Collateral (Cost $31,164,326)		31,164,326
		Total Investments (Cost $160,599,884) - 122.00%		164,447,938
		Liabilities in Excess of Other Assets - 22.00%		(29,652,818	)
		TOTAL NET ASSETS - 100.00%	$	134,795,120

Percentages are stated as a percent of net assets.
(a)	All or portion of this security is on loan.

See notes to financial statements.

123

GuidePath^SMFixed Income Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Number of
Shares			Value
		INVESTMENT COMPANIES - 98.11%
		Affiliated Mutual Funds - 35.19%
	3,744,239	GuideMark^SMCore Fixed Income Fund - Institutional Shares	$	35,383,062
	2,058,405	GuideMark^SMOpportunistic Fixed Income Fund - Institutional Shares		20,192,954
				55,576,016
		Exchange Traded Funds - 55.79%
	94,486	iShares 1-3 Year Treasury Bond ETF (a)		7,985,012
	99,519	iShares 7-10 Year Treasury Bond ETF (a)		10,312,159
	31,004	iShares 10+ Year Credit Bond ETF		1,858,380
	12,534	iShares 20+ Year Treasury Bond ETF (a)		1,457,328
	36,736	iShares Core U.S. Credit Bond ETF (a)		4,060,063
	11,269	iShares JPMorgan USD Emerging Markets Bond ETF (a)		1,271,707
	167,979	PowerShares Senior Loan Portfolio (a)		4,078,530
	88,755	SPDR Barclays High Yield Bond ETF (a)		3,566,176
	94,949	SPDR Barclays Short Term High Yield Bond ETF		2,841,824
	82,674	SPDR Barclays TIPS ETF (a)		4,610,729
	15,607	SPDR DB International Government Inflation-Protected Bond ETF		916,599
	175,515	Vanguard Mortgage-Backed Securities ETF		9,226,823
	432,465	Vanguard Total Bond Market ETF (a)		35,431,857
	11,738	WisdomTree Emerging Markets Local Debt Fund (a)		524,336
				88,141,523

Number of
Shares			Value
		Mutual Funds - 7.13%
	358,028	DoubleLine Total Return Bond Fund - Institutional Shares	$	3,916,822
	174,737	Loomis Sayles Bond Fund - Institutional Shares		2,706,678
	0	PIMCO Emerging Local Bond Fund - Institutional Shares		1
	411,001	PIMCO Unconstrained Bond Fund - Institutional Shares		4,631,982
				11,255,483
		Total Investment Companies (Cost $155,153,399)		154,973,022
		SHORT TERM INVESTMENTS - 1.77%
		Money Market Funds - 1.77%
	2,793,430	Federated Prime Obligations Fund Effective Yield, 0.03%		2,793,430
		Total Short Term Investments (Cost $2,793,430)		2,793,430
		INVESTMENTS PURCHASED AS SECURITIES LENDING COLLATERAL - 20.92%
		Money Market Funds - 20.92%
	33,045,685	Mount Vernon Prime Portfolio Effective Yield, 0.18%		33,045,685
		Total Investments Purchased as Securities Lending Collateral (Cost $33,045,685)		33,045,685
		Total Investments (Cost $190,992,514) - 120.80%		190,812,137
		Liabilities in Excess of Other Assets - (20.80)%		(32,858,509	)
		TOTAL NET ASSETS - 100.00%	$	157,953,628

Percentages are stated as a percent of net assets.

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

See notes to financial statements.

124

GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund

SCHEDULE OF INVESTMENTS (Unaudited)

September 30, 2014

Number of
Shares			Value
		INVESTMENT COMPANIES - 98.12%
		Affiliated Mutual Funds - 98.12%
	250,305	Altegris^®/AACA Real Estate Long Short Fund - Institutional Shares	$	2,863,494
	5,315,365	Altegris^®Equity Long Short Fund - Institutional Shares (a)		57,884,327
	3,046,322	Altegris^®Fixed Income Long Short Fund - Institutional Shares (a)		32,778,425
	544,894	Altegris^®Futures Evolution Strategy Fund - Institutional Shares		5,852,160
	672,083	Altegris^®Macro Strategy Fund - Institutional Shares (b)		5,430,431
	611,403	Altegris^®Managed Futures Strategy Fund - Institutional Shares (b)		5,667,706
				110,476,543
		Total Investment Companies (Cost $103,478,791)		110,476,543

Number of
Shares			Value
		SHORT TERM INVESTMENTS - 1.94%
		Money Market Funds - 1.94%
	2,189,350	Federated Prime Obligations Fund Effective Yield, 0.03%	$	2,189,350
		Total Short Term Investments (Cost $2,189,350)		2,189,350
		Total Investments (Cost $105,668,141) - 100.06%		112,665,893
		Liabilities in Excess of Other Assets - (0.06)%		(62,182	)
		TOTAL NET ASSETS - 100.00%	$	112,603,711

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

See notes to financial statements.

125

GuideMark^SM Funds & GuidePath^SMFunds

STATEMENTS OF ASSETS & LIABILITIES

September 30, 2014 (Unaudited)

	Large Cap Growth Fund			Large Cap Value Fund			Small/Mid Cap Core Fund
ASSETS:
Investments, at value (cost $176,580,504, $184,940,953, and $81,063,502, respectively)¹	$	225,180,112		$	241,187,488		$	83,300,703
Cash		—			—			5,811
Income receivable		117,371			275,762			47,618
Receivable for dividend reclaims		—			43,631			—
Receivable for investment securities sold		799,655			1,438,036			2,742,101
Receivable for fund shares sold		294,737			302,560			52,156
Other assets		36,128			39,370			30,418
Total Assets		226,428,003			243,286,847			86,178,807
LIABILITIES:
Payable for collateral on securities loaned		25,052,409			36,281,297			11,059,831
Payable for investment securities purchased		702,833			398,620			3,516,102
Payable for fund shares redeemed		64,061			67,507			5,269
Payable to Investment Advisor		149,197			151,608			57,026
Payable to Custodian		—			517,081			—
Other accrued expenses		126,945			117,932			44,816
Total Liabilities		26,095,445			37,534,045			14,683,044
NET ASSETS	$	200,332,558		$	205,752,802		$	71,495,763
NET ASSETS CONSIST OF:
Capital stock		177,971,338			286,710,155			65,217,866
Unrealized appreciation on investments		48,599,608			56,246,535			2,237,201
Accumulated undistributed net investment income (loss)		213,983			2,658,958			(197,097	)
Accumulated undistributed net realized gain (loss)		(26,452,371	)		(139,862,846	)		4,237,793
Total Net Assets	$	200,332,558		$	205,752,802		$	71,495,763
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		2,895,589			4,452,933			2,287,194
Net assets		41,509,071			53,318,408			37,975,059
Net asset value, offering and redemption price per share	$	14.34		$	11.97		$	16.60
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		11,202,538			12,642,030			2,045,478
Net assets		158,823,487			152,434,394			33,520,704
Net asset value, offering and redemption price per share	$	14.18		$	12.06		$	16.39
¹Includes loaned securities with a value of:	$	24,224,162		$	34,954,007		$	10,460,860

See notes to financial statements.

126

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2014 (Unaudited)

	World ex-US Fund			Opportunistic Equity Fund		Global Real Return Fund
ASSETS:
Investments, at value (cost $313,996,720, $114,780,458, and $92,912,380, respectively)¹	$	348,377,690		$	138,381,078	$	93,311,833
Foreign currencies (cost $684,547, $0, and $0, respectively)		678,143			—		—
Cash		159,764			10,054		8,743
Variation margin on futures contracts		2,150			—		—
Income receivable		621,079			235,106		56,295
Receivable for dividend reclaims		517,961			3,837		—
Receivable for investment securities and foreign currencies sold		1,527,256			2,909		—
Receivable for fund shares sold		353,778			125,270		53,404
Other assets		48,058			28,931		52,488
Total Assets		352,285,879			138,787,185		93,482,763
LIABILITIES:
Payable for collateral on securities loaned		251,976			15,134,874		19,954,946
Payable for investment securities and foreign currencies purchased		1,876,560			220,247		—
Payable for fund shares redeemed		95,223			38,381		6,399
Payable to Investment Advisor		266,383			97,660		47,552
Other accrued expenses		342,129			65,819		43,486
Total Liabilities		2,832,271			15,556,981		20,052,383
NET ASSETS	$	349,453,608		$	123,230,204	$	73,430,380
NET ASSETS CONSIST OF:
Capital stock		506,853,160			78,679,346		86,192,602
Unrealized appreciation (depreciation) on:
Investments		34,340,394			23,600,497		399,453
Foreign currencies		(6,404	)		—		—
Futures contracts		(522,357	)		—		—
Accumulated undistributed net investment income		10,379,004			753,008		857,078
Accumulated undistributed net realized gain (loss)		(201,590,189	)		20,197,353		(14,018,753	)
Total Net Assets	$	349,453,608		$	123,230,204	$	73,430,380
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		13,248,008			3,684,503		1,319,529
Net assets		117,587,471			51,219,597		11,843,858
Net asset value, offering and redemption price per share	$	8.88		$	13.90	$	8.98
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		26,350,960			5,220,300		6,863,904
Net assets		231,866,137			72,010,607		61,586,522
Net asset value, offering and redemption price per share	$	8.80		$	13.79	$	8.97
¹Includes loaned securities with a value of:	$	244,685		$	14,582,678	$	19,371,987

See notes to financial statements.

127

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STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2014 (Unaudited)

	Core Fixed Income Fund			Tax-Exempt Fixed Income Fund			Opportunistic Fixed Income Fund
ASSETS:
Investments, at value (cost $328,113,439, $65,248,647, and $195,853,452, respectively)¹	$	332,101,220		$	69,981,608		$	193,285,572
Foreign currencies (cost $0, $0, and $1,458,482, respectively)		—			—			1,451,029
Cash		—			—			78,740
Variation margin on futures		—			—			20,437
Variation margin on swaps		—			—			88,453
Income receivable		1,507,885			957,571			1,893,968
Receivable for dividend reclaims		—			—			325
Receivable for investment securities and foreign currencies sold		1,391,183			—			1,656,548
Receivable for fund shares sold		688,308			114,539			266,561
Swap premiums paid		—			—			101,034
Deposits with brokers for forwards and swaps		—			—			1,180,000
Appreciation of forward foreign currency contracts		—			—			4,004,743
Appreciation of swap agreements		—			—			49,516
Other assets		52,724			25,643			21,726
Total Assets	$	335,741,320		$	71,079,361		$	204,098,652
LIABILITIES:
Depreciation of forward foreign currency contracts		—			—			891,923
Depreciation on swap agreements		—			—			853,904
Payable for collateral on securities loaned		20,908,927			—			—
Payable for investment securities and foreign currencies purchased		15,453,456			664,254			1,126,050
Payable for fund shares redeemed		160,152			48,519			88,234
Payable to Investment Advisor		171,469			39,806			105,897
Payable to Custodian		15,685			—			—
Swap premiums received		—			—			152,740
Other accrued expenses		196,832			61,295			276,999
Total Liabilities		36,906,521			813,874			3,495,747
NET ASSETS	$	298,834,799		$	70,265,487		$	200,602,905
NET ASSETS CONSIST OF:
Capital stock		295,828,141			69,702,762			207,714,562
Unrealized appreciation (depreciation) on:
Investments		3,987,790			4,732,961			(2,567,880	)
Foreign currencies		—			—			(55,658	)
Swaps		—			—			(804,388	)
Forward currency exchange contracts		—			—			3,112,820
Futures contracts		—			—			86,435
Accumulated undistributed net investment income (loss)		(83,971	)		65,516			798,077
Accumulated undistributed net realized loss		(897,161	)		(4,235,752	)		(4,681,063	)
Total Net Assets	$	298,834,799		$	70,265,487		$	200,602,905
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		7,477,784			—			4,762,328
Net assets		70,672,313			—			46,731,578
Net asset value, offering and redemption price per share	$	9.45			—		$	9.81
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		24,085,567			6,122,305			15,649,549
Net assets		228,162,486			70,265,487			153,871,327
Net asset value, offering and redemption price per share	$	9.47		$	11.48		$	9.83

¹Includes loaned securities with a value of:	$	20,402,303		$	—		$	—

See notes to financial statements.

128

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STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2014 (Unaudited)

	Strategic Asset Allocation Fund		Tactical Constrained^SM Asset Allocation Fund		Tactical Unconstrained^SM Asset Allocation Fund		Absolute Return Asset Allocation Fund
ASSETS:
Investments, at value (cost $140,436,575, $71,194,400, $431,340,830, and $438,961,928, respectively)¹	$	164,438,293	$	81,680,011	$	441,017,167	$	443,552,195
Investments in affiliates, at value (cost $111,353,024, $91,553,204, $71,168,917 and $20,179,407, respectively)		146,354,189		119,520,162		91,190,565		21,506,672
Cash		304,490		55,529		15,350,100		537,548
Income receivable		188,978		130,731		365,493		41,933
Receivable for investment securities sold		210,168		68,987		9,553,913		337,918
Receivable for fund shares sold		461,286		316,988		1,049,981		1,103,935
Other assets		43,600		30,176		69,561		87,901
Total Assets		312,001,004		201,802,584		558,596,780		467,168,102
LIABILITIES:
Payable for collateral on securities loaned		39,002,598		18,276,723		72,411,021		78,552,320
Payable for investment securities purchased		—		5,216		15,762,085		1,592,174
Payable for fund shares redeemed		390,230		299,554		614,201		479,481
Payable to Investment Advisor		114,568		86,768		236,658		189,884
Other accrued expenses		146,655		125,199		228,880		248,775
Total Liabilities		39,654,051		18,793,460		89,252,845		81,062,634
NET ASSETS	$	272,346,953	$	183,009,124	$	469,343,935	$	386,105,468
NET ASSETS CONSIST OF:
Capital stock		212,103,180		138,228,884		420,469,501		381,374,256
Unrealized appreciation on:
Investments		24,001,718		10,485,611		9,676,337		4,590,267
Investments in affiliates		35,001,165		27,966,958		20,021,648		1,327,265
Accumulated undistributed net investment income		274,708		243,509		1,753,737		4,884,803
Accumulated undistributed net realized gain (loss)		966,182		6,084,162		17,422,712		(6,071,123	)
Total Net Assets	$	272,346,953		183,009,124	$	469,343,935	$	386,105,468
Institutional Shares
Shares outstanding (unlimited shares of no par
value authorized)		492,021		387,391		379,623		162,527
Net assets		5,696,397		4,487,719		4,135,491		1,649,500
Net asset value, offering and redemption price
per share	$	11.58	$	11.58	$	10.89	$	10.15
Service Shares
Shares outstanding (unlimited shares of no par
value authorized)		23,127,906		15,442,740		42,837,478		37,962,322
Net assets		266,650,556		178,521,405		465,208,444		384,455,968
Net asset value, offering and redemption price per share	$	11.53	$	11.56	$	10.86	$	10.13
¹Includes loaned securities with a value of:	$	37,602,571	$	17,611,543	$	70,054,000	$	76,484,140

See notes to financial statements.

129

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STATEMENTS OF ASSETS & LIABILITIES (Continued)

September 30, 2014 (Unaudited)

	Multi-Asset Income Asset Allocation Fund		Fixed Income Allocation Fund			Altegris^® Diversified Alternatives Allocation Fund
ASSETS:
Investments, at value (cost $155,823,870, $134,960,888, and $2,189,350, respectively)¹	$	159,533,431	$	135,236,121		$	2,189,350
Investments in affiliates, at value (cost $4,776,014, $56,031,626, and $103,478,791, respectively)		4,914,507		55,576,016			110,476,543
Cash		515,628		37,097			—
Income receivable		105,904		57			44
Receivable for investment securities sold		1,967,185		361,512			58,541
Receivable for fund shares sold		338,626		221,161			91,405
Other assets		74,374		45,673			25,702
Total Assets		167,449,655		191,477,637			112,841,585
LIABILITIES:
Payable for collateral on securities loaned		31,164,326		33,045,685			—
Payable for investment securities purchased		1,318,312		14,647			—
Payable for fund shares redeemed		23,454		276,263			145,096
Payable to Investment Advisor		67,727		66,066			—
Other accrued expenses		80,716		121,348			92,778
Total Liabilities		32,654,535		33,524,009			237,874
NET ASSETS	$	134,795,120	$	157,953,628		$	112,603,711
NET ASSETS CONSIST OF:
Capital stock		130,411,610		165,310,596			112,003,935
Unrealized appreciation (depreciation) on:
Investments		3,709,561		275,233			—
Investments in affiliates		138,493		(455,610	)		6,997,752
Accumulated undistributed net investment income (loss)		429,838		366,250			(20,909	)
Accumulated undistributed net realized gain (loss)		105,618		(7,542,841	)		(6,377,067	)
Total Net Assets	$	134,795,120	$	157,953,628		$	112,603,711
Institutional Shares
Shares outstanding (unlimited shares of no par value authorized)		—		125,338			132,860
Net assets		—		1,213,579			1,345,768
Net asset value, offering and redemption price per share	$	—	$	9.68		$	10.13
Service Shares
Shares outstanding (unlimited shares of no par value authorized)		12,595,504		16,183,370			11,008,521
Net assets		134,795,120		156,740,049			111,257,943
Net asset value, offering and redemption price per share	$	10.70	$	9.69		$	10.11
¹Includes loaned securities with a value of:	$	30,283,797	$	32,209,697		$	—

See notes to financial statements.

130

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STATEMENTS OF OPERATIONS

For the Period Ended September 30, 2014 (Unaudited)

	Large Cap Growth Fund			Large Cap Value Fund			Small/Mid Cap Core Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $16,165, $34,802, and $0, respectively)	$	1,508,730		$	3,399,394		$	325,866
Interest income		362			540			23,563
Total investment income		1,509,092			3,399,934			349,429
EXPENSES:
Investment advisory fees		679,064			711,744			279,285
Distribution (12b-1) fees – Service Shares		189,298			185,069			41,767
Administrative service fees – Service Shares		189,298			185,069			41,767
Shareholder servicing fees – Service Shares		58,304			59,222			8,353
Administration fees		36,485			38,949			14,719
Custody fees		32,067			12,813			16,869
Legal fees		23,275			28,574			17,666
Fund accounting fees		18,358			18,720			12,567
Federal and state registration fees		17,609			17,270			16,636
Directors’ fees and expenses		9,856			11,275			4,247
Audit and tax fees		9,516			9,516			9,516
Reports to shareholders		7,033			8,049			3,728
Transfer agent fees and expenses		6,923			7,235			4,545
Insurance fees		5,320			5,741			2,386
Compliance fees		3,992			4,236			1,553
Miscellaneous expenses		1,281			1,311			1,281
Total expenses		1,287,679			1,304,793			476,885
Net expense recapture by Advisor (See Note 3)		23,714			—			17,527
Less securities lending credit (See Note 6)		(9,411	)		(19,061	)		(36,521	)
Net expenses		1,301,982			1,285,732			457,891
Net investment income (loss)		207,110			2,114,202			(108,462	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments		14,308,245			10,610,334			589,309
Net change in unrealized depreciation on investments		(5,780,480	)		(9,024,236	)		(1,485,907	)
Net realized and unrealized gain (loss)		8,527,765			1,586,098			(896,598	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	8,734,875		$	3,700,300		$	(1,005,060	)

See notes to financial statements.

131

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STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2014 (Unaudited)

	World ex-US Fund			Opportunistic Equity Fund			Global Real Return Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $675,136, $11,387, and $0), respectively)	$	9,725,340		$	1,419,684		$	906,673
Interest income		3,107			426			27
Total investment income		9,728,447			1,420,110			906,700
EXPENSES:
Investment advisory fees		1,267,802			507,317			256,307
Distribution (12b-1) fees – Service Shares		298,025			90,809			82,280
Administrative service fees – Service Shares		298,025			90,809			82,280
Shareholder servicing fees – Service Shares		87,024			24,700			23,863
Administration fees		78,403			25,057			15,339
Custody fees		202,075			14,597			4,880
Legal fees		43,242			21,159			9,314
Fund accounting fees		82,675			14,517			6,855
Federal and state registration fees		19,713			16,848			16,400
Directors’ fees and expenses		20,439			7,177			4,404
Audit and tax fees		10,980			10,523			6,954
Reports to shareholders		16,957			6,234			3,753
Transfer agent fees and expenses		10,437			5,706			4,604
Insurance fees		9,746			4,376			759
Compliance fees		7,677			2,650			1,123
Miscellaneous expenses		1,281			1,281			1,830
Total expenses		2,454,501			843,760			520,945
Net expense recapture (reimbursement) by Advisor (See Note 3)		47,938			—			—
Fees waived by Advisor (See Note 3)		—			—			(34,723	)
Less securities lending credit (See Note 6)		(2,394	)		(7,524	)		(191,279	)
Net expenses		2,500,045			836,236			294,943
Net investment income		7,228,402			583,874			611,757
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments		7,988,467			8,266,698			(571,389	)
Foreign currencies		(145,289	)		—			—
Futures contracts		623,869			—			—
Total		8,467,047			8,266,698			(571,389	)
Net change in unrealized depreciation on:
Investments		(17,906,412	)		(5,265,157	)		(2,143,679	)
Foreign currencies		(16,270	)		—			—
Futures contracts		(871,907	)		—			—
Total		(18,794,589	)		(5,265,157	)		(2,143,679	)
Net realized and unrealized gain (loss)		(10,327,542	)		3,001,541			(2,715,068	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(3,099,140	)	$	3,585,415		$	(2,103,311	)

See notes to financial statements.

132

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STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2014 (Unaudited)

	Core Fixed Income Fund			Tax-Exempt Fixed Income Fund			Opportunistic Fixed Income Fund
INVESTMENT INCOME:
Dividend income (net of withholding tax of $0, $0, $3,094)	$	—		$	—		$	172,213
Interest income (net of withholding tax of $0, $0, $31,322)		3,845,280			1,380,849			4,872,365
Total investment income		3,845,280			1,380,849			5,044,578
EXPENSES:
Investment advisory fees		755,325			170,838			726,076
Distribution (12b-1) fees – Service Shares		282,308			85,419			190,584
Administrative service fees – Service Shares		282,308			85,419			190,584
Shareholder servicing fees – Service Shares		112,923			34,168			59,462
Administration fees		34,399			12,660			40,730
Custody fees		26,477			3,897			103,454
Legal fees		56,827			10,485			37,626
Fund accounting fees		96,826			20,290			124,195
Federal and state registration fees		19,745			16,907			19,923
Directors’ fees and expenses		17,396			3,697			12,057
Audit and tax fees		12,013			11,954			15,006
Reports to shareholders		10,344			1,411			9,854
Transfer agent fees and expenses		9,427			3,482			7,222
Insurance fees		11,339			2,020			2,105
Compliance fees		6,450			1,464			2,911
Miscellaneous Expense		1,281			1,281			1,281
Total expenses		1,735,388			465,392			1,543,070
Net expense reimbursement by Advisor (See Note 3)		(4,140	)		(24,630	)		(72,788	)
Less securities lending credit (See Note 6)		(9,955	)		—			—
Net expenses		1,721,293			440,762			1,470,282
Net investment income		2,123,987			940,087			3,574,296
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments		2,036,908			212,958			(152,528	)
Foreign currencies		—			—			(184,216	)
Forward currency exchange contracts		—			—			(359,676	)
Swaps		—			—			(335,594	)
Futures contracts		—			—			(470,229	)
Written Options		—			—			(2,448	)
Total		2,036,908			212,958			(1,504,691	)
Net change in unrealized appreciation (depreciation) on:
Investments		754,237			1,555,963			(2,706,808	)
Foreign currencies		—			—			(51,234	)
Forward currency contracts		—			—			3,949,466
Swaps		—			—			(248,243	)
Futures contracts		—			—			107,373
Total		754,237			1,555,963			1,050,554
Net realized and unrealized gain (loss)		2,791,145			1,768,921			(454,137	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	4,915,132		$	2,709,008		$	3,120,159

See notes to financial statements.

133

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STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2014 (Unaudited)

	Strategic Asset Allocation Fund			Tactical Constrained^SM Asset Allocation Fund			Tactical Unconstrained^SM Asset Allocation Fund			Absolute Return Asset Allocation Fund
INVESTMENT INCOME:
Dividend income	$	1,662,291		$	689,794		$	3,593,878		$	5,313,675
Dividends from affiliate investments		—			478,888			485,485			260,764
Interest income		609			440			5,253			822
Total investment income		1,662,900			1,169,122			4,084,616			5,575,261
EXPENSES:
Investment advisory fees		359,369			238,991			810,949			708,630
Distribution (12b-1) fees – Service Shares		352,894			233,978			574,968			504,381
Administrative service fees – Service Shares		352,894			233,978			574,968			504,381
Shareholder servicing fees – Service Shares		134,100			88,912			223,088			194,658
Administration fees		56,245			37,592			83,291			83,157
Custody fees		31,210			32,891			61,894			76,663
Legal fees		29,130			22,619			40,415			51,185
Fund accounting fees		25,079			16,785			36,618			37,378
Federal and state registration fees		20,002			16,516			18,175			16,977
Directors’ fees and expenses		16,281			11,009			24,771			24,371
Audit and tax fees		6,954			6,954			6,954			6,954
Reports to shareholders		13,676			9,206			21,112			19,774
Transfer agent fees and expenses		8,932			7,042			11,566			11,762
Insurance fees		2,799			1,947			3,800			4,292
Compliance fees		4,134			2,636			6,265			5,940
Miscellaneous expenses		1,281			1,281			1,281			1,830
Total expenses		1,414,980			962,337			2,500,115			2,252,333
Net expense recapture by Advisor (See Note 3)		56,738			33,122			12,143			—
Less securities lending credit (See Note 6)		(112,113	)		(52,173	)		(209,966	)		(378,585	)
Net expenses		1,359,605			943,286			2,302,292			1,873,748
Net investment income		303,295			225,836			1,782,324			3,701,513
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on:
Investments		1,580,101			896,585			7,817,364			3,061,691
Investments in affiliates		846,994			1,855,609			6,671,476			598,692
Total		2,427,095			2,752,194			14,488,840			3,660,383
Net change in unrealized appreciation (depreciation) on:
Investments		(170,239	)		489,836			(7,779,015	)		(1,795,334	)
Investments in affiliates		246,835			(652,425	)		(5,744,635	)		(428,032	)
Total		76,596			(162,589	)		(13,523,650	)		(2,223,366	)
Net realized and unrealized gain		2,503,691			2,589,605			965,190			1,437,017
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,806,986		$	2,815,441		$	2,747,514		$	5,138,530

See notes to financial statements.

134

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STATEMENTS OF OPERATIONS (Continued)

For the Period Ended September 30, 2014 (Unaudited)

	Multi-Asset Income Asset Allocation Fund			Fixed Income Allocation Fund			Altegris^® Diversified Alternatives Allocation Fund
INVESTMENT INCOME:
Dividend income	$	2,902,039		$	1,510,288		$	—
Dividends from affiliate investments		28,356			961,761			281,064
Interest income		342			380			255
Total investment income		2,930,737			2,472,429			281,319
EXPENSES:
Investment advisory fees		235,633			218,192			90,262
Distribution (12b-1) fees – Service Shares		168,309			216,814			148,954
Administrative service fees – Service Shares		168,309			216,814			148,954
Shareholder servicing fees – Service Shares		63,631			84,123			57,794
Administration fees		24,912			37,757			24,122
Custody fees		32,751			24,557			15,664
Legal fees		14,563			24,307			21,965
Fund accounting fees		9,556			21,788			10,486
Federal and state registration fees		17,599			17,136			18,504
Directors’ fees and expenses		7,320			10,976			7,029
Audit and tax fees		6,954			6,954			6,924
Reports to shareholders		6,173			8,303			6,101
Transfer agent fees and expenses		3,847			7,007			5,579
Insurance fees		1,190			1,949			1,246
Compliance fees		1,856			2,667			1,696
Miscellaneous expenses		1,281			1,281			1,281
Total expenses		763,884			900,625			566,561
Fees waived by Advisor (See Note 3)		—			—			(239,216	)
Less securities lending credit (See Note 6)		(235,379	)		(89,840	)		—
Net expenses		528,505			810,785			327,345
Net investment income (loss)		2,402,232			1,661,644			(46,026	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments		750,631			(1,227,511	)		—
Investments in affiliates		41,504			(733,668	)		(2,264,724	)
Total		792,135			(1,961,179	)		(2,264,724	)
Net change in unrealized appreciation (depreciation) on:
Investments		(1,569,814	)		2,010,159			—
Investments in affiliates		(137,958	)		877,148			4,867,042
Total		(1,707,772	)		2,887,307			4,867,042
Net realized and unrealized gain (loss)		(915,637	)		926,128			2,602,318
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,486,595		$	2,587,772		$	2,556,292

See notes to financial statements.

135

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STATEMENTS OF CHANGES IN NET ASSETS

	Large Cap Growth Fund						Large Cap Value Fund
	Period Ended			Year Ended			Period Ended			Year Ended
	September 30,			March 31,			September 30,			March 31,
	2014			2014			2014			2014
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	207,110		$	352,491		$	2,114,202		$	2,374,704
Net realized gain on investment transactions		14,308,245			21,092,764			10,610,334			22,276,535
Change in unrealized appreciation (depreciation) on investments		(5,780,480	)		13,913,996			(9,024,236	)		20,243,163
Net increase in net assets resulting from operations		8,734,875			35,359,251			3,700,300			44,894,402
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		4,615,128			12,335,208			4,996,794			19,156,635
Shares issued to holders in reinvestment of dividends		—			291,957			—			1,001,117
Shares redeemed		(9,852,815	)		(22,023,140	)		(14,780,837	)		(32,457,127	)
Net decrease		(5,237,687	)		(9,395,975	)		(9,784,043	)		(12,299,375	)
Service Shares
Shares sold		28,381,605			38,921,597			27,104,826			39,000,087
Shares issued to holders in reinvestment of dividends		—			71,448			—			813,710
Shares redeemed		(15,276,782	)		(62,008,635	)		(15,111,984	)		(69,734,060	)
Net increase (decrease)		13,104,823			(23,015,590	)		11,992,842			(29,920,263	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		—			(291,957	)		—			(1,001,117	)
Net investment income – Service Shares		—			(115,775	)		—			(1,354,660	)
Total dividends and distributions		—			(407,732	)		—			(2,355,777	)
INCREASE IN NET ASSETS		16,602,011			2,539,954			5,909,099			318,987
NET ASSETS:
Beginning of year		183,730,547			181,190,593			199,843,703			199,524,716
End of year (including accumulated undistributed net investment income of $213,983, $6,873, $2,658,958 and $544,756, respectively)	$	200,332,558		$	183,730,547		$	205,752,802		$	199,843,703
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		333,138			994,052			420,877			1,813,516
Shares issued to holders in reinvestment of dividends		—			21,642			—			87,281
Shares redeemed		(717,381	)		(1,751,779	)		(1,255,162	)		(3,023,543	)
Net decrease		(384,243	)		(736,085	)		(834,285	)		(1,122,746	)
Service Shares
Shares sold		2,060,966			3,101,659			2,261,015			3,573,671
Shares issued to holders in reinvestment of dividends		—			5,328			—			70,148
Shares redeemed		(1,103,256	)		(5,108,167	)		(1,256,932	)		(6,610,413	)
Net increase (decrease)		957,710			(2,001,180	)		1,004,083			(2,966,594	)

See notes to financial statements.

136

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Small/Mid Cap Core Fund						World ex-US Fund
	Period Ended			Year Ended			Period Ended			Year Ended
	September 30,			March 31,			September 30,			March 31,
	2014			2014			2014			2014
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income (loss)	$	(108,462	)	$	(204,887	)	$	7,228,402		$	3,745,379
Net realized gain on investment transactions		589,309			28,603,873			8,467,047			10,334,774
Change in unrealized appreciation (depreciation) on investments		(1,485,907	)		(11,964,634	)		(18,794,589	)		23,695,388
Net increase (decrease) in net assets resulting from operations		(1,005,060	)		16,434,352			(3,099,140	)		37,775,541
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		5,367,948			21,158,768			13,468,206			69,617,181
Shares issued to holders in reinvestment of dividends		—			23,111			—			1,297,000
Shares redeemed		(11,537,200	)		(30,790,156	)		(25,758,867	)		(36,583,493	)
Net increase (decrease)		(6,169,252	)		(9,608,277	)		(12,290,661	)		34,330,688
Service Shares
Shares sold		4,916,934			8,445,132			29,320,616			94,242,807
Shares issued to holders in reinvestment of dividends		—			—			—			1,431,722
Shares redeemed		(3,533,862	)		(22,944,161	)		(33,164,277	)		(78,040,049	)
Net increase (decrease)		1,383,072			(14,499,029	)		(3,843,661	)		17,634,480
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		—			(23,111	)		—			(1,297,000	)
Net investment income – Service Shares		—			—			—			(2,167,000	)
Total dividends and distributions		—			(23,111	)		—			(3,464,000	)
INCREASE (DECREASE) IN NET ASSETS		(5,791,240	)		(7,696,065	)		(19,233,462	)		86,276,709
NET ASSETS:
Beginning of year		77,287,003			84,983,068			368,687,070			282,410,361
End of year (including accumulated undistributed net investment income (loss) of $(197,097), $(88,635), $10,379,004 and $3,150,602, respectively)	$	71,495,763		$	77,287,003		$	349,453,608		$	368,687,070
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		316,627			1,390,413			1,475,440			8,180,960
Shares issued to holders in reinvestment of dividends		—			1,413			—			145,404
Shares redeemed		(694,301	)		(2,010,523	)		(2,827,029	)		(4,292,169	)
Net increase (decrease)		(377,674	)		(618,697	)		(1,351,589	)		4,034,195
Service Shares
Shares sold		296,018			554,743			3,217,849			11,329,390
Shares issued to holders in reinvestment of dividends		—			—			—			161,049
Shares redeemed		(212,903	)		(1,612,743	)		(3,651,365	)		(9,210,010	)
Net increase (decrease)		83,115			(1,058,000	)		(433,516	)		2,280,429

See notes to financial statements.

137

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Opportunistic Equity Fund						Global Real Return Fund
	Period Ended			Year Ended			Period Ended			Year Ended
	September 30,			March 31,			September 30,			March 31,
	2014			2014			2014			2014
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	583,874		$	732,141		$	611,757		$	832,674
Net realized gain (loss) on investment transactions		8,266,698			25,954,638			(571,389	)		(4,526,174	)
Change in unrealized appreciation (depreciation) on investments		(5,265,157	)		5,016,555			(2,143,679	)		2,683,251
Net increase (decrease) in net assets resulting from operations		3,585,415			31,703,334			(2,103,311	)		(1,010,249	)
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		3,310,364			12,740,679			277,187			4,555,454
Shares issued to holders in reinvestment of dividends		—			3,505,113			—			147,042
Shares redeemed		(13,557,085	)		(34,980,702	)		(1,347,697	)		(3,027,315	)
Net increase (decrease)		(10,246,721	)		(18,734,910	)		(1,070,510	)		1,675,181
Service Shares
Shares sold		7,659,173			12,445,930			6,328,976			18,626,087
Shares issued to holders in reinvestment of dividends		—			3,535,605			—			343,729
Shares redeemed		(9,997,109	)		(44,363,925	)		(7,301,688	)		(23,902,642	)
Net decrease		(2,337,936	)		(28,382,390	)		(972,712	)		(4,932,826	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		—			(554,826	)		—			(147,042	)
Net investment income – Service Shares		—			(137,451	)		—			(469,321	)
Net realized gains – Institutional Shares		—			(2,950,288	)		—			—
Net realized gains – Service Shares		—			(3,431,406	)		—			—
Total dividends and distributions		—			(7,073,971	)		—			(616,363	)
DECREASE IN NET ASSETS		(8,999,242	)		(22,487,937	)		(4,146,533	)		(4,884,257	)
NET ASSETS:
Beginning of year		132,229,446			154,717,383			77,576,913			82,461,170
End of year (including accumulated undistributed net investment income of $753,008, $169,134, $857,078, and $245,321, respectively)	$	123,230,204		$	132,229,446		$	73,430,380		$	77,576,913
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		244,403			1,020,666			29,292			503,548
Shares issued to holders in reinvestment of dividends		—			265,740			—			16,284
Shares redeemed		(999,309	)		(2,808,384	)		(142,192	)		(331,558	)
Net increase (decrease)		(754,906	)		(1,521,978	)		(112,900	)		188,274
Service Shares
Shares sold		561,016			981,103			666,199			2,046,056
Shares issued to holders in reinvestment of dividends		—			269,072			—			37,897
Shares redeemed		(731,517	)		(3,592,246	)		(767,665	)		(2,628,584	)
Net decrease		(170,501	)		(2,342,071	)		(101,466	)		(544,631	)

See notes to financial statements.

138

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Core Fixed Income Fund						Tax-Exempt Fixed Income Fund
	Period Ended			Year Ended			Period Ended			Year Ended
	September 30,			March 31,			September 30,			March 31,
	2014			2014			2014			2014
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	2,123,987		$	4,648,545		$	940,087		$	1,922,850
Net realized gain (loss) on investment transactions		2,036,908			(2,082,111	)		212,958			(120,481	)
Change in unrealized appreciation (depreciation) on investments		754,237			(8,003,981	)		1,555,963			(3,026,236	)
Net increase (decrease) in net assets resulting from operations		4,915,132			(5,437,547	)		2,709,008			(1,223,867	)
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		7,793,715			99,243,948			—			—
Shares issued to holders in reinvestment of dividends		702,825			4,131,927			—			—
Shares redeemed		(27,282,842	)		(143,287,217	)		—			—
Net decrease		(18,786,302	)		(39,911,342	)		—			—
Service Shares
Shares sold		31,620,850			82,207,966			12,198,598			21,167,435
Shares issued to holders in reinvestment of dividends		852,396			5,662,109			602,320			1,305,670
Shares redeemed		(37,549,013	)		(125,108,533	)		(7,740,650	)		(31,627,332	)
Net increase (decrease)		(5,075,767	)		(37,238,458	)		5,060,268			(9,154,227	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(702,825	)		(2,106,585	)		—			—
Net investment income – Service Shares		(1,503,183	)		(3,464,351	)		(933,366	)		(1,932,202	)
Net realized gains – Institutional Shares		—			(329,777	)		—			—
Net realized gains – Service Shares		—			(873,296	)		—			—
Return of capital – Institutional Shares		—			(1,695,565	)		—			—
Return of capital – Service Shares		—			(4,498,324	)		—			—
Total dividends and distributions		(2,206,008	)		(12,967,898	)		(933,366	)		(1,932,202	)
INCREASE (DECREASE) IN NET ASSETS		(21,152,945	)		(95,555,245	)		6,835,910			(12,310,296	)
NET ASSETS:
Beginning of year		319,987,744			415,542,989			63,429,577			75,739,873
End of year (including accumulated undistributed net investment income (loss) of $(83,971), $(1,950), $65,516 and $58,795, respectively)	$	298,834,799		$	319,987,744		$	70,265,487		$	63,429,577
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		822,475			10,359,602			—			—
Shares issued to holders in reinvestment of dividends		74,492			439,400			—			—
Shares redeemed		(2,887,361	)		(14,958,623	)		—			—
Net decrease		(1,990,394	)		(4,159,621	)		—			—
Service Shares
Shares sold		3,328,537			8,539,880			1,072,814			1,888,895
Shares issued to holders in reinvestment of dividends		90,104			601,091			52,887			118,057
Shares redeemed		(3,959,057	)		(12,966,663	)		(679,408	)		(2,805,719	)
Net increase (decrease)		(540,416	)		(3,825,692	)		446,293			(798,767	)

See notes to financial statements.

139

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Opportunistic Fixed Income Fund						Strategic Asset Allocation Fund
	Period Ended			Year Ended			Period Ended			Year Ended
	September 30,			March 31,			September 30,			March 31,
	2014			2014			2014			2014
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	3,574,296		$	8,990,479		$	303,295		$	1,607,039
Net realized gain (loss) on investment transactions		(1,504,691	)		(1,568,782	)		2,427,095			4,893,226
Change in unrealized appreciation (depreciation) on investments		1,050,554			(10,293,292	)		76,596			29,033,060
Net increase (decrease) in net assets resulting from operations		3,120,159			(2,871,595	)		2,806,986			35,533,325
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		6,051,047			40,385,667			2,912,336			3,468,920
Shares issued to holders in reinvestment of dividends		1,520,605			3,161,115			—			56,529
Shares redeemed		(25,451,201	)		(78,137,254	)		(796,627	)		(1,062,912	)
Net increase (decrease)		(17,879,549	)		(34,590,472	)		2,115,709			2,462,537
Service Shares
Shares sold		29,994,487			68,707,575			60,383,066			144,347,332
Shares issued to holders in reinvestment of dividends		2,080,660			2,709,952			—			5,261,997
Shares redeemed		(24,232,762	)		(68,566,490	)		(84,894,422	)		(138,207,839	)
Net increase (decrease)		7,842,385			2,851,037			(24,511,356	)		11,401,490
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(1,520,605	)		(2,977,841	)		—			(18,875	)
Net investment income – Service Shares		(3,634,490	)		(3,814,577	)		—			(1,395,712	)
From net realized gains – Institutional Shares		—			(183,274	)		—			(37,654	)
From net realized gains – Service Shares		—			(373,401	)		—			(5,016,550	)
Total dividends and distributions		(5,155,095	)		(7,349,093	)		—			(6,468,791	)
INCREASE (DECREASE) IN NET ASSETS		(12,072,100	)		(41,960,123	)		(19,588,661	)		42,928,561
NET ASSETS:
Beginning of year		212,675,005			254,635,128			291,935,614			249,007,053
End of year (including undistributed net investment income (loss) of $798,077, $2,378,876, $274,708, and $(28,587), respectively)	$	200,602,905		$	212,675,005		$	272,346,953		$	291,935,614
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		605,818			4,033,572			251,982			313,095
Shares issued to holders in reinvestment of dividends		153,401			322,958			—			4,998
Shares redeemed		(2,556,975	)		(7,938,298	)		(68,744	)		(95,592	)
Net increase (decrease)		(1,797,756	)		(3,581,768	)		183,238			222,501
Service Shares
Shares sold		3,009,793			6,865,249			5,213,082			13,277,241
Shares issued to holders in reinvestment of dividends		209,514			276,273			—			464,841
Shares redeemed		(2,430,465	)		(6,919,201	)		(7,316,904	)		(12,692,004	)
Net increase (decrease)		788,842			222,321			(2,103,822	)		1,050,078

See notes to financial statements.

140

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STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Tactical Constrained^SM						Tactical Unconstrained^SM
	Asset Allocation Fund						Asset Allocation Fund
	Period Ended			Year Ended			Period Ended			Year Ended
	September 30,			March 31,			September 30,			March 31,
	2014			2014			2014			2014
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	225,836		$	1,617,584		$	1,782,324		$	1,796,829
Net realized gain on investment transactions		2,752,194			5,240,965			14,488,840			9,735,582
Change in unrealized appreciation (depreciation) on investments		(162,589	)		15,305,680			(13,523,650	)		12,960,967
Net increase in net assets resulting from operations		2,815,441			22,164,229			2,747,514			24,493,378
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		2,251,831			2,761,832			2,947,443			1,261,607
Shares issued to holders in reinvestment of dividends		—			34,002			—			28,934
Shares redeemed		(503,577	)		(1,120,373	)		(314,581	)		(659,809	)
Net increase		1,748,254			1,675,461			2,632,862			630,732
Service Shares
Shares sold		37,980,264			84,656,660			161,800,136			177,825,472
Shares issued to holders in reinvestment of dividends		—			1,537,801			—			6,278,348
Shares redeemed		(57,714,157	)		(138,713,361	)		(76,801,833	)		(133,748,253	)
Net increase (decrease)		(19,733,893	)		(52,518,900	)		84,998,303			50,355,567
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		—			(23,970	)		—			(9,973	)
Net investment income – Service Shares		—			(1,634,037	)		—			(1,652,507	)
Net realized gains – Institutional Shares		—			(10,033	)		—			(18,961	)
Net realized gains – Service Shares		—			(1,258,199	)		—			(5,959,556	)
Total dividends and distributions		—			(2,926,239	)		—			(7,640,997	)
INCREASE (DECREASE) IN NET ASSETS		(15,170,198	)		(31,605,449	)		90,378,679			67,838,680
NET ASSETS:
Beginning of year		198,179,322			229,784,771			378,965,256			311,126,576
End of year (including undistributed net investment income (loss) of $243,509, $17,673, 1,753,737, and $(28,587), respectively)	$	183,009,124		$	198,179,322		$	469,343,935		$	378,965,256
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		195,580			249,754			269,636			118,987
Shares issued to holders in reinvestment of dividends		—			3,017			—			2,682
Shares redeemed		(43,582	)		(101,714	)		(28,557	)		(62,213	)
Net increase		151,998			151,057			241,079			59,456
CHANGES IN SHARES OUTSTANDING
Service Shares
Shares sold		3,286,417			7,801,114			14,842,239			16,793,957
Shares issued to holders in reinvestment of dividends		—			136,209			—			580,791
Shares redeemed		(5,000,810	)		(12,703,740	)		(6,973,337	)		(12,632,765	)

Net increase (decrease)		(1,714,393	)		(4,766,417	)		7,868,902			4,741,983

See notes to financial statements.

141

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Absolute Return						Multi-Asset Income
	Asset Allocation Fund						Asset Allocation Fund
	Period Ended			Year Ended			Period Ended			Year Ended
	September 30,			March 31,			September 30,			March 31,
	2014			2014			2014			2014
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income	$	3,701,513		$	8,361,929		$	2,402,232		$	3,723,672
Net realized gain (loss) on investment transactions		3,660,383			(6,857,236	)		792,135			(653,711	)
Change in unrealized appreciation (depreciation) on investments		(2,223,366	)		(641,506	)		(1,707,772	)		2,712,206
Net increase in net assets resulting from operations		5,138,530			863,187			1,486,595			5,782,167
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		1,036,917			910,116			—			—
Shares issued to holders in reinvestment of dividends		—			19,543			—			—
Shares redeemed		(420,412	)		(478,434	)		—			—
Net increase		616,505			451,225			—			—
Service Shares
Shares sold		60,307,705			197,736,481			49,526,120			84,116,586
Shares issued to holders in reinvestment of dividends		—			1,562,579			455,275			859,152
Shares redeemed		(130,158,558	)		(251,559,445	)		(29,748,017	)		(44,766,891	)
Net increase (decrease)		(69,850,853	)		(52,260,385	)		20,233,378			40,208,847
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		—			(19,543	)		—			—
Net investment income – Service Shares		—			(9,107,855	)		(2,402,629	)		(3,670,842	)
Net realized gains – Service Shares		—			—			—			(112,018	)
Total dividends and distributions		—			(9,127,398	)		(2,402,629	)		(3,782,860	)
INCREASE (DECREASE) IN NET ASSETS		(64,095,818	)		(60,073,371	)		19,317,344			42,208,154
NET ASSETS:
Beginning of year		450,201,286			510,274,657			115,477,776			73,269,622
End of year (including undistributed accumulated net investment income of $4,884,803, $1,183,290, $429,838, and $430,235, respectively)	$	386,105,468		$	450,201,286		$	134,795,120		$	115,477,776
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		102,787			91,636			—			—
Shares issued to holders in reinvestment of dividends		—			1,986			—			—
Shares redeemed		(41,766	)		(48,184	)		—			—
Net increase		61,021			45,438			—			—
CHANGES IN SHARES OUTSTANDING
Service Shares
Shares sold		5,954,728			19,735,570			4,525,202			7,984,824
Shares issued to holders in reinvestment of dividends		—			158,316			41,576			81,731
Shares redeemed		(12,874,956	)		(25,137,707	)		(2,707,981	)		(4,252,068	)
Net increase (decrease)		(6,920,228	)		(5,243,821	)		1,858,797			3,814,487

See notes to financial statements.

142

GuideMark^SMFunds & GuidePath^SMFunds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Fixed Income						Altegris^®Diversified
	Allocation Fund						Alternatives Allocation Fund
	Period Ended			Year Ended			Period Ended			Year Ended
	September 30,			March 31,			September 30,			March 31,
	2014			2014			2014			2014
	(Unaudited)						(Unaudited)
OPERATIONS:
Net investment income (loss)	$	1,661,644		$	3,268,718		$	(46,026	)	$	4,096,095
Net realized loss on investment transactions		(1,961,179	)		(5,378,361	)		(2,264,724	)		(3,921,888	)
Change in unrealized appreciation (depreciation) on investments		2,887,307			(1,638,528	)		4,867,042			1,864,478
Net increase in net assets resulting from operations		2,587,772			3,748,171			2,556,292			2,038,685
CAPITAL SHARE TRANSACTIONS:
Institutional Shares
Shares sold		704,510			915,879			705,968			689,003
Shares issued to holders in reinvestment of dividends		14,189			17,674			—			20,739
Shares redeemed		(468,395	)		(458,138	)		(130,391	)		(478,352	)
Net increase		250,304			475,415			575,577			231,390
Service Shares
Shares sold		34,603,879			115,835,263			13,618,825			57,897,860
Shares issued to holders in reinvestment of dividends		218,704			1,080,786			—			707,742
Shares redeemed		(92,649,541	)		(123,305,671	)		(33,405,109	)		(89,214,319	)
Net decrease		(57,826,958	)		(6,389,622	)		(19,786,284	)		(30,608,717	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income – Institutional Shares		(14,189	)		(16,037	)		—			(20,512	)
Net investment income – Service Shares		(1,502,879	)		(3,627,266	)		—			(4,068,805	)
Net realized gains – Institutional Shares		—			(1,637	)		—			(227	)
Net realized gains – Service Shares		—			(552,887	)		—			(51,242	)
Total dividends and distributions		(1,517,068	)		(4,197,827	)		—			(4,140,786	)
DECREASE IN NET ASSETS		(56,505,950	)		(13,860,205	)		(16,654,415	)		(32,479,428	)
NET ASSETS:
Beginning of year		214,459,578			228,319,783			129,258,126			161,737,554
End of year (including accumulated undistributed net investment income (loss) of $366,250, $221,674, ($20,909), and $25,117, respectively)	$	157,953,628		$	214,459,578		$	112,603,711		$	129,258,126
CHANGES IN SHARES OUTSTANDING
Institutional Shares
Shares sold		72,552			94,769			71,445			69,757
Shares issued to holders in reinvestment of dividends		1,465			1,846			—			2,105
Shares redeemed		(48,225	)		(47,460	)		(13,120	)		(48,709	)
Net increase		25,792			49,155			58,325			23,153
CHANGES IN SHARES OUTSTANDING
Service Shares
Shares sold		3,558,534			11,927,709			1,374,024			5,820,067
Shares issued to holders in reinvestment of dividends		22,553			113,096			—			71,779
Shares redeemed		(9,536,481	)		(12,722,815	)		(3,362,791	)		(9,017,243	)
Net decrease		(5,955,394	)		(682,010	)		(1,988,767	)		(3,125,397	)

See notes to financial statements.

143

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Large Cap Growth Fund
	Institutional
										April 29, 2011¹
	Period Ended September 30, 2014			Year Ended March 31, 2014			Year Ended March 31, 2013			Through March 31, 2012
	(Unaudited)
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		$13.67			$11.20			$10.68			$10.32
Income from investment operations:
Net investment income		0.06			0.09			0.08			0.01
Net realized and unrealized gains on investments		0.61			2.46			0.51			0.35
Total from investment operations		0.67			2.55			0.59			0.36
Less distributions:
Dividends from net investment income		—			(0.08	)		(0.07	)		—
Total distributions		—			(0.08	)		(0.07	)		—
Net asset value, end of period		$14.34			$13.67			$11.20			$10.68
Total return		4.90	%²		22.81	%		5.54	%		3.49	%²
Supplemental data and ratios:
Net assets, end of period		$41,509,071			$44,827,864			$44,994,114			$31,330,264
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.88	%³		0.90	%		0.92	%		0.93	%³
After expense reimbursement (recapture) and securities lending credit		0.87	%³		0.89	%		0.89	%		0.92	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.67	%³		0.63	%		0.81	%		0.33	%³
After expense reimbursement (recapture) and securities lending credit		0.68	%³		0.64	%		0.84	%		0.34	%³
Portfolio turnover rate		31.24	%²		55.81	%		60.92	%		126.61	%

Portfolio Turnover is calculated for the Fund as a whole.
¹	Commencement of operations.
²	Not annualized.
³	Annualized.

See notes to financial statements.

144

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Large Cap Growth Fund
	Service
	Period Ended September 30, 2014			Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
	(Unaudited)
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		$13.56			$11.12			$10.61			$9.99			$8.41			$5.67
Income from investment operations:														��
Net investment income (loss)		0.01			0.00			0.02			(0.03	)		(0.01	)		0.01
Net realized and unrealized gains on investments		0.61			2.45			0.51			0.65			1.59			2.75
Total from investment operations		0.62			2.45			0.53			0.62			1.58			2.76
Less distributions:
Dividends from net investment income		—			(0.01	)		(0.02	)		—			—			(0.01	)
Return of capital		—			—			—			—			—			(0.01	)
Total distributions		—			(0.01	)		(0.02	)		—			—			(0.02	)
Net asset value, end of period		$14.18			$13.56			$11.12			$10.61			$9.99			$8.41
Total return		4.57	%¹		22.04	%		5.00	%		6.21	%		18.79	%		48.60	%
Supplemental data and ratios:
Net assets, end of period		$158,823,487			$138,902,683			$136,196,479			$168,654,404			$211,129,188			$207,928,223
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.45	%²		1.48	%		1.52	%		1.54	%		1.45	%		1.46	%
After expense reimbursement (recapture) and securities lending credit		1.47	%²		1.49	%		1.49	%		1.49	%		1.43	%		1.41	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.10	%²		0.05	%		0.18	%		-0.32	%		-0.13	%		0.09	%
After expense reimbursement (recapture) and securities lending credit		0.08	%²		0.04	%		0.21	%		-0.27	%		-0.11	%		0.14	%
Portfolio turnover rate		31.24	%¹		55.81	%		60.92	%		126.61	%		63.33	%		69.83	%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Not annualized.
²	Annualized.

See notes to financial statements.

145

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Large Cap Value Fund
	Institutional
										April 29, 2011¹
	Period Ended September 30, 2014			Year Ended March 31, 2014			Year Ended March 31, 2013			Through March 31, 2012
	(Unaudited)
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		$11.73			$9.43			$8.39			$8.54
Income from investment operations:
Net investment income		0.14			0.17			0.18			0.13
Net realized and unrealized gains (losses) on investments		0.10			2.31			1.03			(0.09	)
Total from investment operations		0.24			2.48			1.21			0.04
Less distributions:
Dividends from net investment income		—			(0.18	)		(0.17	)		(0.19	)
Total distributions		—			(0.18	)		(0.17	)		(0.19	)
Net asset value, end of period		$11.97			$11.73			$9.43			$8.39
Total return		2.05	%²		26.38	%		14.70	%		0.70	%²
Supplemental data and ratios:
Net assets, end of period		$53,318,408			$62,007,800			$60,452,681			$39,721,680
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.86	%³		0.89	%		0.92	%		0.93	%³
After expense reimbursement (recapture) and securities lending credit		0.84	%³		0.88	%		0.91	%		0.92	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		2.47	%³		1.57	%		1.89	%		1.89	%³
After expense reimbursement (recapture) and securities lending credit		2.49	%³		1.58	%		1.90	%		1.90	%³
Portfolio turnover rate		14.97	%²		29.10	%		27.02	%		95.12	%

Portfolio Turnover is calculated for the Fund as a whole.
¹	Commencement of operations.
²	Not annualized.
³	Annualized.

See notes to financial statements.

146

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Large Cap Value Fund
	Service
	Period Ended September 30, 2014			Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the year are as follows:
Net asset value, beginning of period		$11.84			$9.52			$8.47			$8.32			$7.44			$4.85
Income from investment operations:
Net investment income		0.11			0.13			0.14			0.10			0.09			0.10
Net realized and unrealized gains on investments		0.11			2.31			1.03			0.13			0.88			2.60
Total from investment operations		0.22			2.44			1.17			0.23			0.97			2.70
Less distributions:
Dividends from net investment income		—			(0.12	)		(0.12	)		(0.08	)		(0.09	)		(0.11	)
Total distributions		—			(0.12	)		(0.12	)		(0.08	)		(0.09	)		(0.11	)
Net asset value, end of period		$12.06			$11.84			$9.52			$8.47			$8.32			$7.44
Total return		1.86	%¹		25.63	%		13.96	%		2.87	%		13.15	%		55.37	%
Supplemental data and ratios:
Net assets, end of period		$152,434,394			$137,835,903			$139,072,035			$163,077,098			$200,132,341			$200,627,939
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.44	%²		1.46	%		1.49	%		1.51	%		1.44	%		1.44	%
After expense reimbursement (recapture) and securities lending credit		1.42	%²		1.45	%		1.49	%		1.49	%		1.42	%		1.40	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.91	%²		1.01	%		1.33	%		1.13	%		1.13	%		1.27	%
After expense reimbursement (recapture) and securities lending credit		1.93	%²		1.02	%		1.33	%		1.15	%		1.15	%		1.31	%
Portfolio turnover rate		14.97	%¹		29.10	%		27.02	%		95.12	%		16.35	%		26.85	%

Portfolio Turnover is calculated for the Fund as a whole.
¹	Not annualized.
²	Annualized.

See notes to financial statements.

147

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Small/Mid Cap Core Fund
	Institutional
										April 29, 2011¹
	Period Ended September 30, 2014			Year Ended March 31, 2014			Year Ended March 31, 2013			Through March 31, 2012
	(Unaudited)
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		$16.77			$13.51			$11.56			$11.99
Income from investment operations:
Net investment income		0.01			0.00			0.07			—
Net realized and unrealized gains (losses) on investments		(0.18	)		3.27			1.99			(0.43	)
Total from investment operations		(0.17	)		3.27			2.06			(0.43	)
Less distributions:
Dividends from net investment income		—			(0.01	)		(0.11	)		—
Total distributions		—			(0.01	)		(0.11	)		—
Net asset value, end of period		$16.60			$16.77			$13.51			$11.56
Total return		-1.01	%²		24.19	%		17.95	%		-3.59	%²
Supplemental data and ratios:
Net assets, end of period		$37,975,058			$44,695,002			$44,361,656			$30,106,471
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.04	%³		1.05	%		1.09	%		1.22	%³
After expense reimbursement (recapture) and securities lending credit		0.94	%³		1.02	%		1.05	%		1.09	%³
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		-0.10	%³		-0.04	%		0.61	%		-0.10	%³
After expense reimbursement (recapture) and securities lending credit		0.00	%³		-0.01	%		0.65	%		0.03	%³
Portfolio turnover rate		47.72	%²		241.55	%		143.14	%		245.95	%

Portfolio Turnover is calculated for the Fund as a whole.
¹	Commencement of operations.
²	Not annualized.
³	Annualized.

See notes to financial statements.

148

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Small/Mid Cap Core Fund
	Service
	Period Ended September 30, 2014			Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
	(Unaudited)
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		$16.61			$13.45			$11.50			$11.61			$9.46			$5.69
Income from investment operations:
Net investment income (loss)		(0.05	)		(0.12	)		—			(0.09	)		(0.05	)		0.01
Net realized and unrealized gains (losses) on investments		(0.17	)		3.28			1.99			(0.02	)		2.20			3.78
Total from investment operations		(0.22	)		3.16			1.99			(0.11	)		2.15			3.79
Less distributions:
Dividends from net investment income		—			—			(0.04	)		—			—			—	^*
Return of capital		—			—			—			—			—			(0.02	)
Total distributions		—			—			(0.04	)		—			—			(0.02	)
Net asset value, end of period		$16.39			$16.61			$13.45			$11.50			$11.61			$9.46
Total return		-1.32	%¹		23.49	%		17.32	%		-0.95	%		22.73	%		66.39	%
Supplemental data and ratios:
Net assets, end of period		$32,592,001			$32,592,001			$40,621,412			$47,944,286			$42,748,789			$42,649,488
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.58	%²		1.60	%		1.66	%		1.74	%		1.71	%		1.67	%
After expense reimbursement (recapture) and securities lending credit		1.59	%²		1.59	%		1.59	%		1.59	%		1.59	%		1.59	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		-0.64	%²		-0.62	%		0.01	%		-0.82	%		-0.66	%		-0.06	%
After expense reimbursement (recapture) and securities lending credit		-0.65	%²		-0.61	%		0.08	%		-0.67	%		-0.54	%		0.02	%
Portfolio turnover rate		47.72	%¹		241.55	%		143.14	%		245.95	%		44.75	%		52.31	%

Portfolio Turnover is calculated for the Fund as a whole.
¹	Not annualized.
²	Annualized.
^*	Amount represents less than $0.01 per share.

See notes to financial statements.

149

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	World ex-US Fund
	Institutional
										April 29, 2011¹
	Period Ended September 30, 2014			Year Ended March 31, 2014			Year Ended March 31, 2013			Through March 31, 2012
	(Unaudited)
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		$8.94			$8.06			$7.52			$8.75
Income from investment operations:
Net investment income		0.21			0.11			0.13			0.07
Net realized and unrealized gains (losses) on investments		(0.27	)		0.86			0.48			(1.17	)
Total from investment operations		(0.06	)		0.97			0.61			(1.10	)
Less distributions:
Dividends from net investment income		—			(0.09	)	��	(0.07	)		(0.13	)
Total distributions		—			(0.09	)		(0.07	)		(0.13	)
Net asset value, end of period		$8.88			$8.94			$8.06			$7.52
Total return		-0.67	%²		12.09	%		8.09	%		-12.34	%²
Supplemental data and ratios:
Net assets, end of period		$117,587,471			$130,537,695			$85,157,441			$40,623,156
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.98	%³		1.03	%		1.09	%		1.08	%³
After expense reimbursement (recapture) and securities lending credit		0.98	%³		1.03	%		1.09	%		1.08	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		4.40	%³		1.44	%		1.44	%		1.13	%³
After expense reimbursement (recapture) and securities lending credit		4.40	%³		1.44	%		1.44	%		1.13	%³
Portfolio turnover rate		31.73	%²		75.22	%		75.34	%		164.90	%

Portfolio Turnover is calculated for the Fund as a whole.
¹	Commencement of operations.
²	Not annualized.
³	Annualized.

See notes to financial statements.

150

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	World ex-US Fund
	Service
	Period Ended September 30, 2014			Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
	(Unaudited)
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		$8.89			$8.05			$7.54			$8.39			$8.01			$5.80
Income from investment operations:
Net investment income		0.17			0.07			0.08			0.12			0.11			0.20
Net realized and unrealized gains (losses) on investments		(0.26	)		0.85			0.49			(0.88	)		0.40			2.22
Total from investment operations		(0.09	)		0.92			0.57			(0.76	)		0.51			2.42
Less distributions:
Dividends from net investment income		—			(0.08	)		(0.06	)		(0.09	)		(0.13	)		(0.21	)
Total distributions		—			(0.08	)		(0.06	)		(0.09	)		(0.13	)		(0.21	)
Net asset value, end of period		$8.80			$8.89			$8.05			$7.54			$8.39			$8.01
Total return		-1.01	%¹		11.47	%		7.53	%		-8.92	%		6.48	%		41.68	%
Supplemental data and ratios:
Net assets, end of period		$231,866,137			$238,149,375			$197,252,920			$185,300,082			$269,702,069			$269,621,569
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.55	%²		1.60	%		1.66	%		1.66	%		1.50	%		1.53	%
After expense reimbursement (recapture) and securities lending credit		1.59	%²		1.59	%		1.59	%		1.59	%		1.50	%		1.53	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit		3.82	%²		0.94	%		0.93	%		1.11	%		1.34	%		2.01	%
After expense reimbursement (recapture) and securities lending credit		3.78	%²		0.95	%		1.00	%		1.18	%		1.34	%		2.01	%
Portfolio turnover rate		31.73	%¹		75.22	%		75.34	%		164.90	%		47.34	%		65.33	%

Portfolio Turnover is calculated for the Fund as a whole.
¹	Not annualized.
²	Annualized.

See notes to financial statements.

151

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Opportunistic Equity Fund
	Institutional
										April 29, 2011¹
	Period Ended September 30, 2014			Year Ended March 31, 2014			Year Ended March 31, 2013			Through March 31, 2012
	(Unaudited)
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		$13.49			$11.34			$9.91			$10.21
Income from investment operations:
Net investment income (loss)		0.10			0.13			0.08			0.02
Net realized and unrealized gains (losses) on investments		0.31			2.79			1.42			(0.32	)
Total from investment operations		0.41			2.92			1.50			(0.30	)
Less distributions:
Dividends from net investment income		—			(0.12	)		(0.07	)		—
Dividends from net realized gains		—			(0.65	)		—			—
Total distributions		—			(0.77	)		(0.07	)		—
Net asset value, end of period		$13.90			$13.49			$11.34			$9.91
Total return		3.04	%²		25.92	%		15.22	%		-2.94	%²
Supplemental data and ratios:
Net assets, end of period		$51,219,597			$59,877,468			$67,574,510			$46,233,165
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.00	%³		1.02	%		1.06	%		1.05	%³
After expense reimbursement (recapture) and securities lending credit		0.99	%³		1.01	%		1.05	%		1.03	%³
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.21	%³		0.82	%		0.86	%		0.45	%³
After expense reimbursement (recapture) and securities lending credit		1.22	%³		0.83	%		0.87	%		0.47	%³
Portfolio turnover rate		25.95	%²		59.12	%		78.58	%		91.59	%

Portfolio Turnover is calculated for the Fund as a whole.
¹	Commencement of operations.
²	Not annualized.
³	Annualized.

See notes to financial statements.

152

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Opportunistic Equity Fund
	Service
	Period Ended September 30, 2014			Year Ended March 31, 2014			Year Ended March 31, 2013			Year Ended March 31, 2012
	(Unaudited)
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		$13.42			$11.27			$9.86			$10.00
Income from investment operations:
Net investment income (loss)		0.05			0.04			0.03			(0.02	)
Net realized and unrealized gains (losses) on investments		0.32			2.79			1.40			(0.12	)
Total from investment operations		0.37			2.83			1.43			(0.14	)
Less distributions:
Dividends from net investment income		—			(0.03	)		(0.02	)		—
Dividends from net realized gains		—			(0.65	)		—			—
Total distributions		—			(0.68	)		(0.02	)		—
Net asset value, end of period		$13.79			$13.42			$11.27			$9.86
Total return		2.76	%¹		25.20	%		14.56	%		-1.40	%
Supplemental data and ratios:
Net assets, end of period		$72,010,607			$72,351,978			$87,142,873			$114,222,234
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit		1.57	%²		1.58	%		1.63	%		1.63	%
After expense reimbursement (recapture) and securities lending credit		1.56	%²		1.59	%		1.60	%		1.60	%
Ratio of net investment income (loss) to average net assets
Before expense reimbursement (recapture) and securities lending credit		0.69	%²		0.27	%		0.26	%		-0.19	%
After expense reimbursement (recapture) and securities lending credit		0.70	%²		0.26	%		0.29	%		-0.16	%
Portfolio turnover rate		25.95	%¹		59.12	%		78.58	%		91.59	%

Portfolio Turnover is calculated for the Fund as a whole.
¹	Not annualized.
²	Annualized.

See notes to financial statements.

153

GuideMark^SMFunds & GuidePath^SMFunds
FINANCIAL HIGHLIGHTS

	Global Real Return Fund
	Institutional
							April 29, 2011¹
	Period Ended		Year Ended		Year Ended		Through
	September 30,		March 31,		March 31,		March 31,
	2014		2014		2013		2012
	(Unaudited)
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	$9.22		$9.39		$9.35		$10.31
Income from investment operations:
Net investment income	0.10		0.14		0.14		0.10
Net realized and unrealized gains (losses) on investments	(0.34	)	(0.20	)	0.02		(0.88	)
Total from investment operations	(0.24	)	(0.06	)	0.16		(0.78	)
Less distributions:
Dividends from net investment income	—		(0.11	)	(0.12	)	(0.17	)
Return of capital	—		—		—		(0.01	)
Total distributions	—		(0.11	)	(0.12	)	(0.18	)
Net asset value, end of period	$8.98		$9.22		$9.39		$9.35
Total return	-2.60	%²	-0.66	%	1.73	%	-7.48	%²
Supplemental data and ratios:
Net assets, end of period	$11,843,858		$13,204,913		$11,681,383		$10,423,221
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit	0.84	%³	0.85	%	0.88	%	0.89	%³
After expense reimbursement (recapture) and securities lending credit	0.27	%³	0.61	%	0.80	%	0.82	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit	1.44	%³	1.30	%	1.22	%	1.08	%³
After expense reimbursement (recapture) and securities lending credit	2.01	%³	1.54	%	1.30	%	1.15	%³
Portfolio turnover rate	18.43	%²	36.72	%	35.26	%	55.11	%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

154

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Global Real Return Fund
	Service
	Period Ended		Year Ended		Year Ended		Year Ended
	September 30,		March 31,		March 31,		March 31,
	2014		2014		2013		2012
	(Unaudited)
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	$9.24		$9.42		$9.40		$10.00
Income from investment operations:
Net investment income	0.07		0.09		0.08		0.07
Net realized and unrealized gains (losses) on investments	(0.34	)	(0.20	)	0.02		(0.59	)
Total from investment operations	(0.27	)	(0.11	)	0.10		(0.52	)
Less distributions:
Dividends from net investment income	—		(0.07	)	(0.08	)	(0.08	)
Return of capital	—		—		—		—	*
Total distributions	—		(0.07	)	(0.08	)	(0.08	)
Net asset value, end of period	$8.97		$9.24		$9.42		$9.40
Total return	-2.92	%¹	-1.19	%	1.05	%	-5.09	%
Supplemental data and ratios:
Net assets, end of period	$61,586,522		$64,372,000		$70,779,787		$103,580,116
Ratio of expenses to average net assets³
Before expense reimbursement (recapture) and securities lending credit	1.42	%²	1.41	%	1.45	%	1.47	%
After expense reimbursement (recapture) and securities lending credit	0.84	%²	1.18	%	1.37	%	1.44	%
Ratio of net investment income to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit	0.88	%²	0.75	%	0.76	%	0.72	%
After expense reimbursement (recapture) and securities lending credit	1.46	%²	0.98	%	0.84	%	0.75	%
Portfolio turnover rate	18.43	%¹	36.72	%	35.26	%	55.11	%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

155

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Core Fixed Income Fund
	Institutional
							April 29, 2011¹
	Period Ended		Year Ended		Year Ended		Through
	September 30,		March 31,		March 31,		March 31,
	2014		2014		2013		2012
	(Unaudited)
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	$9.37		$9.86		$9.77		$9.48
Income from investment operations:
Net investment income	0.08		0.16		0.17		0.21
Net realized and unrealized gains (losses) on investments	0.09		(0.24	)	0.23		0.31
Total from investment operations	0.17		(0.08	)	0.40		0.52
Less distributions:
Dividends from net investment income	(0.09	)	(0.20	)	(0.21	)	(0.23	)
Dividends from net realized gains	—		(0.03	)	(0.10	)	—
Return of capital	—		(0.18	)	—		—
Total distributions	(0.09	)	(0.41	)	(0.31	)	(0.23	)
Net asset value, end of period	$9.45		$9.37		$9.86		$9.77
Total return	1.82	%²	-0.72	%	4.12	%	5.56	%²
Supplemental data and ratios:
Net assets, end of period	$70,672,313		$88,702,582		$134,362,492		$31,999,581
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit	0.70	%³	0.70	%	0.72	%	0.70	%³
After expense reimbursement (recapture) and securities lending credit	0.69	%³	0.70	%	0.72	%	0.69	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit	1.84	%³	1.68	%	1.53	%	2.14	%³
After expense reimbursement (recapture) and securities lending credit	1.85	%³	1.68	%	1.53	%	2.15	%³
Portfolio turnover rate	77.75	%²	112.86	%	213.80	%	427.36	%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

156

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Core Fixed Income Fund
	Service
	Period Ended		Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	September 30,		March 31,		March 31,		March 31,		March 31,		March 31,
	2014		2014		2013		2012		2011		2010
	(Unaudited)
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		$9.88		$9.78		$9.36		$9.10		$7.92
Income from investment operations:
Net investment income	0.06		0.11		0.11		0.17		0.21		0.33
Net realized and unrealized gains (losses) on investments	0.08		(0.25	)	0.24		0.42		0.29		1.17
Total from investment operations	0.14		(0.14	)	0.35		0.59		0.50		1.50
Less distributions:
Dividends from net investment income	(0.06	)	(0.14	)	(0.15	)	(0.17	)	(0.24	)	(0.32	)
Dividends from net realized gains	—		(0.03	)	(0.10	)	—		—		—
Return of capital	—		(0.18	)	—		—		—		—
Total distributions	(0.06	)	(0.35	)	(0.25	)	(0.17	)	(0.24	)	(0.32	)
Net asset value, end of period	$9.47		$9.39		$9.88		$9.78		$9.36		$9.10
Total return	1.53	%¹	-1.33	%	3.55	%	6.35	%	5.58	%	19.21	%
Supplemental data and ratios:
Net assets, end of period	$228,162,486		$231,285,162		$281,180,497		$435,281,520		$581,940,962		$547,963,751
Ratio of expenses to average net assets
Before expense reimbursement (recapture) and securities lending credit	1.30	%²	1.29	%	1.30	%	1.28	%	1.25	%	1.28	%
After expense reimbursement (recapture) and securities lending credit	1.29	%²	1.29	%	1.29	%	1.26	%	1.24	%	1.25	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture) and securities lending credit	1.25	%²	1.10	%	1.02	%	1.68	%	2.23	%	3.71	%
After expense reimbursement (recapture) and securities lending credit	1.26	%²	1.10	%	1.03	%	1.70	%	2.24	%	3.74	%
Portfolio turnover rate	77.75	%¹	112.86	%	213.80	%	427.36	%	485.40	%	224.89	%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Not annualized.
²	Annualized.

See notes to financial statements.

157

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Tax-Exempt Fixed Income Fund
	Service
	Period Ended		Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	September 30,		March 31,		March 31,		March 31,		March 31,		March 31,
	2014		2014		2013		2012		2011		2010
	(Unaudited)
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	$11.18		$11.70		$11.47		$10.67		$10.94		$10.27
Income from investment operations:
Net investment income	0.15		0.34		0.33		0.37		0.36		0.36
Net realized and unrealized gains (losses) on investments	0.30		(0.52	)	0.23		0.80		(0.26	)	0.66
Total from investment operations	0.45		(0.18	)	0.56		1.17		0.10		1.02
Less distributions:
Dividends from net investment income	(0.15	)	(0.34	)	(0.33	)	(0.37	)	(0.37	)	(0.35	)
Total distributions	(0.15	)	(0.34	)	(0.33	)	(0.37	)	(0.37	)	(0.35	)
Net asset value, end of period	$11.48		$11.18		$11.70		$11.47		$10.67		$10.94
Total return	4.08	%¹	-1.48	%	4.93	%	11.10	%	0.89	%	10.06	%
Supplemental data and ratios:
Net assets, end of period	$70,265,487		$63,429,577		$75,739,873		$81,408,890		$170,330,144		$195,328,951
Ratio of expenses to average net assets
Before expense reimbursement (recapture)	1.36	%²	1.38	%	1.36	%	1.31	%	1.29	%	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)	2.68	%²	2.90	%	2.72	%	3.16	%	3.25	%	3.30	%
After expense reimbursement (recapture)	2.75	%²	2.99	%	2.79	%	3.18	%	3.25	%	3.31	%
Portfolio turnover rate	13.88	%¹	35.08	%	30.36	%	38.80	%	38.01	%	57.44	%

¹	Not annualized.
²	Annualized.

See notes to financial statements.

158

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Opportunistic Fixed Income Fund
	Institutional
							April 29, 2011¹
	Period Ended		Year Ended		Year Ended		Through
	September 30,		March 31,		March 31,		March 31,
	2014		2014		2013		2012
	(Unaudited)
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	$9.94		$10.27		$9.70		$10.07
Income from investment operations:
Net investment income	0.23		0.34		0.42		0.35
Net realized and unrealized gains (losses) on investments	(0.07	)	(0.37	)	0.57		(0.34	)
Total from investment operations	0.16		(0.03	)	0.99		0.01
Less distributions:
Dividends from net investment income	(0.29	)	(0.28	)	(0.42	)	(0.38	)
Dividends from net realized gains	—		(0.02	)	—		—
Total distributions	(0.29	)	(0.30	)	(0.42	)	(0.38	)
Net asset value, end of period	$9.81		$9.94		$10.27		$9.70
Total return	1.63	%²	-0.21	%	10.33	%	0.29	%²
Supplemental data and ratios:
Net assets, end of period	$46,731,578		$65,181,311		$104,141,739		$38,403,168
Ratio of expenses to average net assets
Before expense reimbursement (recapture)	1.06	%³	1.01	%	1.03	%	1.13	%³
After expense reimbursement (recapture)	1.05	%³	1.01	%	1.05	%	1.05	%³
Ratio of net investment income to average net assets
Before expense reimbursement (recapture)	3.90	%³	4.10	%	4.17	%	4.20	%³
After expense reimbursement (recapture)	3.91	%³	4.10	%	4.15	%	4.28	%³
Portfolio turnover rate	17.74	%²	66.49	%	101.49	%	86.54	%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

159

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Opportunistic Fixed Income Fund
	Service
	Period Ended		Year Ended		Year Ended		Year Ended
	September 30,		March 31,		March 31,		March 31,
	2014		2014		2013		2012
	(Unaudited)
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	$9.93		$10.28		$9.70		$10.00
Income from investment operations:
Net investment income	0.16		0.35		0.36		0.34
Net realized and unrealized gains (losses) on investments	(0.02	)	(0.43	)	0.58		(0.31	)
Total from investment operations	0.14		(0.08	)	0.94		0.03
Less distributions:
Dividends from net investment income	(0.24	)	(0.25	)	(0.36	)	(0.33	)
Dividends from net realized gains	—		(0.02	)	—		—
Total distributions	(0.24	)	(0.27	)	(0.36	)	(0.33	)
Net asset value, end of period	$9.83		$9.93		$10.28		$9.70
Total return	1.37	%¹	-0.71	%	9.64	%	0.56	%
Supplemental data and ratios:
Net assets, end of period	$153,871,327		$147,493,694		$150,493,389		$204,104,609
Ratio of expenses to average net assets
Before expense reimbursement (recapture)	1.64	%²	1.59	%	1.61	%	1.63	%
After expense reimbursement (recapture)	1.55	%²	1.55	%	1.55	%	1.55	%
Ratio of net investment income to average net assets
Before expense reimbursement (recapture)	3.19	%²	3.51	%	3.52	%	3.49	%
After expense reimbursement (recapture)	3.28	%²	3.55	%	3.58	%	3.57	%
Portfolio turnover rate	17.74	%¹	66.49	%	101.49	%	86.54	%

Portfolio Turnover is calculated for the Fund as a whole.

¹	Not annualized.
²	Annualized.

See notes to financial statements.

160

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Strategic Asset Allocation Fund
	Institutional
					September 13,
					2012¹
	Period Ended		Year Ended		Through
	September 30,		March 31,		March 31,
	2014		2014		2013
	(Unaudited)
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	$11.45		$10.25		$9.63
Income from investment operations:
Net investment income (loss)	0.02		(0.03	)	0.11
Net realized and unrealized gains (losses) on investments	0.11		1.56		0.62
Total from investment operations	0.13		1.53		0.73
Less distributions:
Dividends from net investment income	—		(0.11	)	(0.11	)
Dividends from net realized gains	—		(0.22	)	—
Return of capital	—		—		—
Total distributions	—		(0.33	)	(0.11	)
Net asset value, end of period	$11.58		$11.45		$10.25
Total return	1.14	%²	15.00	%	7.68	%²
Supplemental data and ratios:
Net assets, end of period	$5,696,397		$3,534,178		$884,658
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit	0.40	%³	0.40	%	0.42	%³
After expense reimbursement (recapture) and securities lending credit	0.32	%³	0.36	%	0.40	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit	0.87	%³	1.42	%	1.84	%³
After expense reimbursement (recapture) and securities lending credit	0.95	%³	1.46	%	1.86	%³
Portfolio turnover rate	4.71	%²	30.35	%	18.44	%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

161

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Strategic Asset Allocation Fund
	Service
							April 29, 2011¹
	Period Ended		Year Ended		Year Ended		Through
	September 30,		March 31,		March 31,		March 31,
	2014		2014		2013		2012
	(Unaudited)
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	$11.43		$10.26		$9.46		$10.00
Income from investment operations:
Net investment income (loss)	0.01		0.07		0.07		0.08
Net realized and unrealized gains (losses) on investments	0.09		1.38		0.80		(0.52	)
Total from investment operations	0.10		1.45		0.87		(0.44	)
Less distributions:
Dividends from net investment income	—		(0.06	)	(0.07	)	(0.10	)
Dividends from net realized gains	—		(0.22	)	—		—
Return of capital	—		—		—		—	*
Total distributions	—		(0.28	)	(0.07	)	(0.10	)
Net asset value, end of period	$11.53		$11.43		$10.26		$9.46
Total return	0.87	%²	14.20	%	9.30	%	-4.30	%²
Supplemental data and ratios:
Net assets, end of period	$266,650,556		$288,401,436		$248,122,395		$144,649,234
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit	1.00	%³	1.00	%	1.04	%	1.22	%³
After expense reimbursement (recapture) and securities lending credit	0.96	%³	1.00	%	1.00	%	1.00	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit	0.16	%³	0.61	%	0.76	%	1.12	%³
After expense reimbursement (recapture) and securities lending credit	0.20	%³	0.61	%	0.80	%	1.34	%³
Portfolio turnover rate	4.71	%²	30.35	%	18.44	%	14.40	%²

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

162

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FINANCIAL HIGHLIGHTS

	Tactical Constrained^SMAsset Allocation Fund
	Institutional
					September 13,
					2012¹
	Period Ended		Year Ended		Through
	September 30,		March 31,		March 31,
	2014		2014		2013
	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period selected information for the period are as follows:
Net asset value, beginning of period	$11.39		$10.43		$9.98
Income from investment operations:
Net investment income	0.07		0.18		0.14
Net realized and unrealized gains (losses) on investments	0.12		0.98		0.48
Total from investment operations	0.19		1.16		0.62
Less distributions:
Dividends from net investment income	—		(0.14	)	(0.14	)
Dividends from net realized gains	—		(0.06	)	(0.03	)
Total distributions	—		(0.20	)	(0.17	)
Net asset value, end of period	$11.58		$11.39		$10.43
Total return	1.67	%²	11.13	%	6.29	%²
Supplemental data and ratios:
Net assets, end of period	$4,487,719		$2,680,327		$879,348
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit	0.42	%³	0.43	%	0.43	%³
After expense reimbursement (recapture) and securities lending credit	0.37	%³	0.38	%	0.38	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit	0.92	%³	1.42	%	2.10	%³
After expense reimbursement (recapture) and securities lending credit	0.97	%³	1.47	%	2.15	%³
Portfolio turnover rate	16.87	%²	69.17	%	67.22	%

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

163

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Tactical Constrained^SMAsset Allocation Fund
	Service
										April 29, 2011¹
	Period Ended			Year Ended			Year Ended			Through
	September 30,			March 31,			March 31,			March 31,
	2014			2014			2013			2012
		(Unaudited)
Per share data for a share of capital stock outstanding for the entire period selected information for the period are as follows:
Net asset value, beginning of period		$11.39			$10.44			$9.76			$10.00
Income from investment operations:
Net investment income		0.01			0.08			0.09			0.09
Net realized and unrealized gains (losses) on investments		0.16			1.01			0.71			(0.24	)
Total from investment operations		0.17			1.09			0.80			(0.15	)
Less distributions:
Dividends from net investment income		—			(0.08	)		(0.09	)		(0.09	)
Dividends from net realized gains		—			(0.06	)		(0.03	)		—
Total distributions		—			(0.14	)		(0.12	)		(0.09	)
Net asset value, end of period		$11.56			$11.39			$10.44			$9.76
Total return		1.49	%²		10.40	%		8.25	%		-1.43	%²
Supplemental data and ratios:
Net assets, end of period		$178,521,405			$195,498,995			$228,905,423			$143,145,114
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit		1.02	%³		1.02	%		1.05	%		1.25	%³
After expense reimbursement (recapture) and securities lending credit		1.00	%³		1.00	%		1.00	%		1.00	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit		0.20	%³		0.67	%		0.94	%		1.33	%³
After expense reimbursement (recapture) and securities lending credit		0.22	%³		0.69	%		0.99	%		1.58	%³
Portfolio turnover rate		16.87	%²		69.17	%		67.22	%		50.86	%²

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

See notes to financial statements.

164

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Tactical Unconstrained^SMAsset Allocation Fund
	Institutional
							September 13,
							2012¹
	Period Ended			Year Ended			Through
	September 30,			March 31,			March 31,
	2014			2014			2013
	(Unaudited)
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		$10.80			$10.25			$9.75
Income from investment operations:
Net investment income		0.03			0.07			0.13
Net realized and unrealized gains (losses) on investments		0.06			0.75			0.55
Total from investment operations		0.09			0.82			0.68
Less distributions:
Dividends from net investment income		—			(0.09	)		(0.14	)
Dividends from net realized gains		—			(0.18	)		(0.04	)
Total distributions		—			(0.27	)		(0.18	)
Net asset value, end of period		$10.89			$10.80			$10.25
Total return		0.83	%²		8.01	%		7.11	%²
Supplemental data and ratios:
Net assets, end of period		$4,135,491			$1,496,066			$810,333
Ratio of expenses to average net assets⁴				��
Before expense reimbursement (recapture) and securities lending credit		0.49	%³		0.51	%		0.52	%³
After expense reimbursement (recapture) and securities lending credit		0.39	%³		0.46	%		0.46	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit		1.40	%³		1.14	%		1.89	%³
After expense reimbursement (recapture) and securities lending credit		1.50	%³		1.19	%		1.95	%³
Portfolio turnover rate		89.54	%²		244.90	%		195.89	%

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

See notes to financial statements.

165

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Tactical Unconstrained^SMAsset Allocation Fund
	Service
										April 29, 2011¹
	Period Ended			Year Ended			Year Ended			Through
	September 30,			March 31,			March 31,			March 31,
	2014			2014			2013			2012
	(Unaudited)
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		$10.79			$10.27			$9.54			$10.00
Income from investment operations:
Net investment income		0.04			0.05			0.09			0.06
Net realized and unrealized gains (losses) on investments		0.03			0.70			0.78			(0.47	)
Total from investment operations		0.07			0.75			0.87			(0.41	)
Less distributions:
Dividends from net investment income		—			(0.05	)		(0.10	)		(0.05	)
Dividends from net realized gains		—			(0.18	)		(0.04	)		—
Total distributions		—			(0.23	)		(0.14	)		(0.05	)
Net asset value, end of period		$10.86			$10.79			$10.27			$9.54
Total return		0.65	%²		7.27	%		9.15	%		-4.09	%²
Supplemental data and ratios:
Net assets, end of period		$465,208,444			$377,469,190			$310,316,243			$184,703,438
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit		1.08	%³		1.10	%		1.15	%		1.32	%³
After expense reimbursement (recapture) and securities lending credit		1.00	%³		1.10	%		1.10	%		1.10	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit		0.68	%³		0.51	%		0.90	%		0.90	%³
After expense reimbursement (recapture) and securities lending credit		0.76	%³		0.51	%		0.95	%		1.12	%³
Portfolio turnover rate		89.54	%²		244.90	%		195.89	%		293.90	%²

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

See notes to financial statements.

166

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FINANCIAL HIGHLIGHTS

	Absolute Return Asset Allocation Fund
	Institutional
							September 13,
							2012¹
	Period Ended			Year Ended			Through
	September 30,			March 31,			March 31,
	2014			2014			2013
	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period as follows:
Net asset value, beginning of period		$10.00			$10.16			$10.19
Income from investment operations:
Net investment income		0.20			0.41			0.18
Net realized and unrealized gains (losses) on investments		(0.05	)		(0.31	)		(0.02	)
Total from investment operations		0.15			0.10			0.16
Less distributions:
Dividends from net investment income		—			(0.26	)		(0.18	)
Dividends from net realized gains		—			—			(0.01	)
Total distributions		—			(0.26	)		(0.19	)
Net asset value, end of period		$10.15			$10.00			$10.16
Total return		1.50	%²		1.08	%		1.53	%²
Supplemental data and ratios:
Net assets, end of period		$1,649,500			$1,014,889			$569,773
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit		0.52	%³		0.51	%		0.51	%³
After expense reimbursement (recapture) and securities lending credit		0.34	%³		0.36	%		0.47	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit		2.31	%³		2.24	%		2.59	%³
After expense reimbursement (recapture) and securities lending credit		2.49	%³		2.39	%		2.63	%³
Portfolio turnover rate		31.01	%²		134.44	%		64.86	%

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

See notes to financial statements.

167

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Absolute Return Asset Allocation Fund
	Service
										April 29, 2011¹
	Period Ended			Year Ended			Year Ended			Through
	September 30,			March 31,			March 31,			March 31,
	2014			2014			2013			2012
	(Unaudited)
Per share data for a share of capital stock outstanding for the entire period and selected information for the period as follows:
Net asset value, beginning of period		$10.01			$10.17			$10.04			$10.00
Income from investment operations:
Net investment income		0.10			0.19			0.14			0.09
Net realized and unrealized gains (losses) on investments		0.02			(0.15	)		0.13			0.01
Total from investment operations		0.12			0.04			0.27			0.10
Less distributions:
Dividends from net investment income		—			(0.20	)		(0.13	)		(0.06	)
Dividends from net realized gains		—			—			(0.01	)		—
Total distributions		—			(0.20	)		(0.14	)		(0.06	)
Net asset value, end of period		$10.13			$10.01			$10.17			$10.04
Total return		1.20	%²		0.43	%		2.71	%		1.01	%²
Supplemental data and ratios:
Net assets, end of period		$384,455,968			$449,186,398			$509,704,884			$238,654,697
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit		1.12	%³		1.10	%		1.13	%		1.28	%³
After expense reimbursement (recapture) and securities lending credit		0.93	%³		1.00	%		1.10	%		1.10	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit		1.64	%³		1.64	%		1.80	%		1.54	%³
After expense reimbursement (recapture) and securities lending credit		1.83	%³		1.74	%		1.83	%		1.72	%³
Portfolio turnover rate		31.01	%²		134.44	%		64.86	%		136.33	%²

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

See notes to financial statements.

168

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Multi-Asset Income Asset Allocation Fund
	Service
							August 31, 2012¹
	Period Ended			Year Ended			Through
	September 30,			March 31,			March 31,
	2014			2014			2013
	(Unaudited)
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		$10.76			$10.58			$10.00
Income from investment operations:
Net investment income		0.18			0.38			0.22
Net realized and unrealized gains (losses) on investments		(0.05	)		0.21			0.53
Total from investment operations		0.13			0.59			0.75
Less distributions:
Dividends from net investment income		(0.19	)		(0.40	)		(0.17	)
Dividends from net realized gains		—			(0.01	)		—
Total distributions		(0.19	)		(0.41	)		(0.17	)
Net asset value, end of period		$10.70			$10.76			$10.58
Total return		1.27	%²		5.63	%		7.55	%²
Supplemental data and ratios:
Net assets, end of period		$134,795,120			$115,477,776			$73,269,622
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit		1.14	%³		1.18	%		1.33	%³
After expense reimbursement (recapture) and securities lending credit		0.79	%³		0.88	%		1.10	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit		3.22	%³		3.66	%		3.66	%³
After expense reimbursement (recapture) and securities lending credit		3.57	%³		3.96	%		3.89	%³
Portfolio turnover rate		33.57	%²		100.40	%		21.35	%²

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

See notes to financial statements.

169

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Fixed Income Allocation Fund
	Institutional									Service
	Period Ended September 30, 2014			Year Ended March 31, 2014			September 13, 2012¹ Through March 31, 2013			Period Ended September 30, 2014			Year Ended March 31, 2014			August 31, 2012¹ Through March 31, 2013
	(Unaudited)									(Unaudited)
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		$9.65			$10.00			$10.01			$9.64			$9.98			$10.00
Income from investment operations:
Net investment income		0.13			0.19			0.13			0.10			0.15			0.10
Net realized and unrealized gains (losses) on investments		0.02			(0.27	)		(0.04	)		0.04			(0.30	)		(0.04	)
Total from investment operations		0.15			(0.08	)		0.09			0.14			(0.15	)		0.06
Less distributions:
Dividends from net investment income		(0.12	)		(0.24	)		(0.10	)		(0.09	)		(0.16	)		(0.08	)
Dividends from net realized gains		—			(0.03	)		—	*		—			(0.03	)		—	*
Total distributions		(0.12	)		(0.27	)		(0.10	)		(0.09	)		(0.19	)		(0.08	)
Net asset value, end of period		$9.68			$9.65			$10.00			$9.69			$9.64			$9.98
Total return		1.57	%²		-0.83	%		0.88	%²		1.45	%²		-1.47	%		0.59	%²
Supplemental data and ratios:
Net assets, end of period		$1,213,579			$960,185			$503,918			$156,740,049			$213,499,393			$227,815,865
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture) and securities lending credit		0.44	%³		0.41	%		0.50	%³		1.03	%³		1.01	%		1.09	%³
After expense reimbursement (recapture) and securities lending credit		0.33	%³		0.32	%		0.43	%³		0.93	%³		0.92	%		1.03	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture) and securities lending credit		2.58	%³		1.98	%		2.44	%³		1.80	%³		1.40	%		1.78	%³
After expense reimbursement (recapture) and securities lending credit		2.69	%³		2.07	%		2.51	%³		1.90	%³		1.49	%		1.84	%³
Portfolio turnover rate		10.66	%²		67.82	%		18.75	%²		10.66	%²		67.82	%		18.75	%²

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

170

GuideMark^SMFunds & GuidePath^SMFunds

FINANCIAL HIGHLIGHTS

	Altegris^®Diversified Alternatives Allocation Fund
	Institutional									Service
	Period Ended September 30, 2014			Year Ended March 31, 2014			September 13, 2012¹ Through March 31, 2013			Period Ended September 30, 2014			Year Ended March 31, 2014			August 31, 2012¹ Through March 31, 2013
	(Unaudited)									(Unaudited)
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		$9.89			$10.01			$10.07			$9.89			$10.00			$10.00
Income from investment operations:
Net investment income		0.01			0.28			0.05			0.00			0.26			0.03
Net realized and unrealized gains (losses) on investments		0.23			(0.11	)		(0.07	)		0.22			(0.11	)		0.00
Total from investment operations		0.24			0.17			(0.02	)		0.22			0.15			0.03
Less distributions:
Dividends from net investment income		—			(0.29	)		(0.04	)		—			(0.26	)		(0.03	)
Dividends from net realized gains		—			—	*		—			—			—	*		—
Total distributions		—			(0.29	)		(0.04	)		—			(0.26	)		(0.03	)
Net asset value, end of period		$10.13			$9.89			$10.01			$10.11			$9.89			$10.00
Total return		2.43	%²		1.76	%		-0.19	%²		2.22	%²		1.50	%		0.26	%²
Supplemental data and ratios:
Net assets, end of period		$1,345,768			$737,302			$514,104			$111,257,943			$128,520,824			$161,223,450
Ratio of expenses to average net assets⁴
Before expense reimbursement (recapture), fees waived and securities lending credit		0.35	%³		0.33	%		0.30	%³		0.95	%³		0.93	%		0.72	%³
After expense reimbursement (recapture), fees waived and securities lending credit		0.20	%³		0.18	%		0.30	%³		0.55	%³		0.53	%		0.72	%³
Ratio of net investment income to average net assets⁵
Before expense reimbursement (recapture), fees waived and securities lending credit		0.17	%³		3.10	%		0.84	%³		-0.48	%³		2.18	%		0.47	%³
After expense reimbursement (recapture), fees waived and securities lending credit		0.32	%³		3.25	%		0.84	%³		-0.08	%³		2.58	%		0.47	%³
Portfolio turnover rate		11.63	%²		40.26	%		16.16	%²		11.63	%²		40.26	%		16.16	%²

Portfolio Turnover is calculated for the Fund as a whole.

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

See notes to financial statements.

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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. Most Funds offer two classes of shares: Service Shares and Institutional Shares. The GuideMark^SMTax Exempt Fixed Income Fund and the GuidePath^SMMulti-Asset Allocation Fund currently only offer Service 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 tradedADRs 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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		Investments in mutual funds are valued at the closing net asset value per share of each mutual fund on the day of valuation.

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

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

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

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

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

		During the year, certain of the securities and other instruments held by the Funds were categorized as

		Level 2 or Level 3 based upon the inputs and methodologies used to determine the fair value of the security or instrument. Descriptions of the inputs and valuation methodologies used to determine the fair values of each class of investments within Level 2 and Level 3 are set forth below.

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

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

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

		Foreign currency contracts derive their value from underlying asset prices, indices, reference rates, and other inputs or a combination of these factors. These instruments are normally valued using pricing vendors. Depending upon the instrument, its value may be provided by a pricing vendor using a series of

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September 30, 2014

		techniques, including pricing models. The pricing models typically use inputs that are observed from active markets such as indices, spreads, interest rates, curves, dividends and exchange rates.

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

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

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

		The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Funds’ net assets as of September 30, 2014:

GuideMark^SMLarge Cap Growth Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	198,439,354	$	—	$	—	$	198,439,354
Preferred Stocks		1,375,300		—		—		1,375,300
Short Term Investments		313,049		—		—		313,049
Investments Purchased as Securities Lending Collateral		25,052,409		—		—		25,052,409
Total Investments in Securities	$	225,180,112	$	—	$	—	$	225,180,112

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

Below is a reconciliation that details the activity of Level 3 securities for which significant unobservable inputs were used to determine fair value during the reporting period.

Beginning Balance — April 1, 2014	$	792
Accreted discounts, net		—
Purchases		—
Sales		—
Transfers into level 3		—
Transfers out of level 3		—
Realized loss		(98,380	)*
Change in unrealized appreciation		97,588
Ending Balance — September 30, 2014	$	—

* This realized loss is related to securities lending collateral, see note 6.

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GuideMark^SMLarge Cap Value Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	194,898,746	$	—	$	—	$	194,898,746
Short Term Investments		10,007,445		—		—		10,007,445
Investments Purchased as Securities Lending Collateral		36,281,297		—		—		36,281,297
Total Investments in Securities	$	241,187,488	$	—	$	—	$	241,187,488

Below is a reconciliation that details the activity of Level 3 securities for which significant unobservable inputs were used to determine fair value during the reporting period.

Beginning Balance — April 1, 2014	$	906
Accreted discounts, net		—
Purchases		—
Sales		—
Transfers into level 3		—
Transfers out of level 3		—
Realized loss		(112,547	)*
Change in unrealized appreciation		111,641
Ending Balance — September 30, 2014	$	—

* This realized loss is related to securities lending collateral, see note 6.

GuideMark^SMSmall/Mid Cap Core Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	63,461,211	$	—	$	—	$	63,461,211
Investment Companies		2,095,597		—		—		2,095,597
Real Estate Investment Trusts		5,722,649		—		—		5,722,649
Short Term Investments		961,415		—		—		961,415
Investments Purchased as Securities Lending Collateral		11,059,831		—		—		11,059,831
Total Investments in Securities	$	83,300,703	$	—	$	—	$	83,300,703

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Below is a reconciliation that details the activity of Level 3 securities for which significant unobservable inputs were used to determine fair value during the reporting period.

Beginning Balance — April 1, 2014	$	247
Accreted discounts, net		—
Purchases		—
Sales		—
Transfers into level 3		—
Transfers out of level 3		—
Realized loss		(30,630	)*
Change in unrealized appreciation		30,383
Ending Balance — September 30, 2014	$	—

* This realized loss is related to securities lending collateral, see note 6.

GuideMark^SMWorld ex-US Fund

	Level 1			Level 2		Level 3		Total
Common Stocks
Consumer Discretionary	$	5,839,341		$	32,040,747	$	—	$	37,880,088
Consumer Staples		1,221,242			27,310,200		—		28,531,442
Energy		8,265,523			19,589,946		—		27,855,469
Financials		9,637,586			71,414,751		—		81,052,337
Health Care		2,699,961			25,043,572		—		27,743,533
Industrials		2,684,616			32,476,027		—		35,160,643
Information Technology		1,773,904			23,207,176		—		24,981,080
Materials		4,320,725			24,253,936		—		28,574,661
Telecommunication Services		1,702,232			17,363,078		—		19,065,310
Utilities		—			9,902,530		—		9,902,530
Total Common Stocks		38,145,130			282,601,963		—		320,747,093
Preferred Stocks		4,185,053			1,885,222		—		6,070,275
Real Estate Investment Trusts		—			1,220,904		—		1,220,904
Rights		9,856			—		—		9,856
Short Term Investments		19,477,601			599,985		—		20,077,586
Investments Purchased as Securities Lending Collateral		251,976			—		—		251,976
Total Investments in Securities	$	62,069,616		$	286,308,074	$	—	$	348,377,690
Other Financial Instruments*
Futures	$	(522,357	)	$	—	$	—	$	(522,357	)
Total	$	(522,357	)	$	—	$	—	$	(522,357	)

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

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

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

	Investments
Description	in Securities
Transfers into Level 1	$	313,608
Transfers out of Level 1		851,239
Net Transfers into/(out of) Level 1	$	1,164,847
Transfers into Level 2	$	851,239
Transfers out of Level 2		313,608
Net Transfers into/(out of) Level 2	$	1,164,847

Transfers were made due to an increase or decrease in the level of inputs utilized for such securities in accordance with the fair value hierarchy.

Below is a reconciliation that details the activity of Level 3 securities for which significant unobservable inputs were used to determine fair value during the reporting period.

Beginning Balance — April 1, 2014	$	216
Accreted discounts, net		—
Purchases		—
Sales		—
Transfers into level 3		—
Transfers out of level 3		—
Realized loss		(26,809	)*
Change in unrealized appreciation		26,593
Ending Balance — September 30, 2014	$	—

*	This realized loss is related to securities lending collateral, see note 6.

GuideMark^SMOpportunistic Equity Fund

	Level 1		Level 2		Level 3		Total
Common Stocks	$	116,922,329	$	—	$	—	$	116,922,329
Real Estate Investment Trusts		2,207,138		—		—		2,207,138
Short Term Investments		4,116,737		—		—		4,116,737
Investments Purchased as Securities Lending Collateral		15,134,874		—		—		15,134,874
Total Investments in Securities	$	138,381,078	$	—	$	—	$	138,381,078

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

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GuideMark^SMGlobal Real Return Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	73,146,535	$	—	$	—	$	73,146,535
Short Term Investments		210,352		—		—		210,352
Investments Purchased as Securities Lending Collateral		19,954,946		—		—		19,954,946
Total Investments in Securities	$	93,311,833	$	—	$	—	$	93,311,833

GuideMark^SMCore Fixed Income Fund

	Level 1		Level 2		Level 3		Total
Fixed Income
Asset Backed Securities	$	—	$	29,136,332	$	—	$	29,136,332
Collateralized Mortgage Obligations		—		19,409,750		—		19,409,750
Corporate Obligations		—		109,225,631		3,952		109,229,583
Foreign Government Debt Obligations		—		1,108,445		—		1,108,445
Mortgage Backed Securities		—		78,276,792		—		78,276,792
Municipal Debt Obligations		—		873,147		—		873,147
U.S. Treasury Obligations		—		54,071,293		—		54,071,293
Total Fixed Income		—		292,101,390		3,952		292,105,342
Short Term Investments		19,086,951		—		—		19,086,951
Investments Purchased as Securities Lending Collateral		20,908,927		—		—		20,908,927
Total Investments in Securities	$	39,995,878	$	292,101,390	$	3,952	$	332,101,220

Below is a reconciliation that details the activity of Level 3 securities for which significant unobservable inputs were used to determine fair value during the reporting period.

Beginning Balance — April 1, 2014	$	191
Accreted discounts, net		—
Purchases		—
Sales		—
Transfers into level 3		3,952
Transfers out of level 3		—
Realized loss		(23,655	)*
Change in unrealized appreciation		23,464
Ending Balance — September 30, 2014	$	3,952

*	This realized loss is related to securities lending collateral, see note 6.

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September 30, 2014

GuideMark^SMTax-Exempt Fixed Income Fund

	Level 1		Level 2		Level 3		Total
Municipal Obligations	$	—	$	68,715,501	$	—	$	68,715,501
Short Term Investments		1,266,107		—		—		1,266,107
Total Investments in Securities	$	1,266,107	$	68,715,501	$	—	$	69,981,608

GuideMark^SMOpportunistic Fixed Income Fund

	Level 1		Level 2			Level 3		Total
Equity
Common Stock	$	3,508,842	$	34,767		$	—	$	3,543,609
Convertible Preferred Stock		1,070,356		101,181			—		1,171,537
Investment Companies		372,485		—			—		372,485
Preferred Stock		286,384		344,121			—		630,505
Total Equity		5,238,067		480,069			—		5,718,136
Fixed Income
Asset Backed Securities		—		2,384,358			—		2,384,358
Bank Loans		—		7,549,655			—		7,549,655
Collateralized Mortgage Obligations		—		27,601,475			—		27,601,475
Convertible Obligations		—		2,754,319			—		2,754,319
Corporate Obligations		—		27,952,441			—		27,952,441
Foreign Government Obligations		—		64,522,053			—		64,522,053
Mortgage Backed Securities		—		24,361,513			—		24,361,513
Total Fixed Income		—		157,125,814			—		157,125,814
Purchased Options		4,104		15,714			—		19,818
Short Term Investments		9,323,451		21,098,353			—		30,421,804
Total Investments in Securities	$	14,565,622	$	178,719,950		$	—	$	193,285,572
Other Financial Instruments*
Forward Currency Contracts	$	—	$	3,112,820		$	—	$	3,112,820
Futures		86,435		—			—		86,435
Swaps		—		(804,388	)		—		(804,388	)
Total	$	86,435	$	2,308,432		$	—	$	2,394,867

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

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

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

	Investments
Description	in Securities
Transfers into Level 1	$	185,806
Transfers out of Level 1		88,172
Net Transfers into/(out of) Level 1	$	273,978
Transfers into Level 2	$	88,172
Transfers out of Level 2		185,806
Net Transfers into/(out of) Level 2	$	273,978

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

GuidePath^SMStrategic Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	266,542,462	$	—	$	—	$	266,542,462
Short Term Investments		5,247,422		—		—		5,247,422
Investments Purchased as Securities Lending Collateral		39,002,598		—		—		39,002,598
Total Investments in Securities	$	310,792,482	$	—	$	—	$	310,792,482

GuidePath^SMTactical Constrained^SMAsset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	179,386,137	$	—	$	—	$	179,386,137
Short Term Investments		3,537,313		—		—		3,537,313
Investments Purchased as Securities Lending Collateral		18,276,723		—		—		18,276,723
Total Investments in Securities	$	201,200,173	$	—	$	—	$	201,200,173

GuidePath^SMTactical Unconstrained^SMAsset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	399,650,202	$	—	$	—	$	399,650,202
Short Term Investments		60,146,509		—		—		60,146,509
Investments Purchased as Securities Lending Collateral		72,411,021		—		—		72,411,021
Total Investments in Securities	$	532,207,732	$	—	$	—	$	532,207,732

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GuidePath^SMAbsolute Return Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	377,756,369	$	—	$	—	$	377,756,369
Short Term Investments		8,750,178		—		—		8,750,178
Investments Purchased as Securities Lending Collateral		78,552,320		—		—		78,552,320
Total Investments in Securities	$	465,058,867	$	—	$	—	$	465,058,867

GuidePath^SMMulti-Asset Income Asset Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	131,265,170	$	—	$	—	$	131,265,170
Short Term Investments		2,018,442		—		—		2,018,442
Investments Purchased as Securities Lending Collateral		31,164,326		—		—		31,164,326
Total Investments in Securities	$	164,447,938	$	—	$	—	$	164,447,938

GuidePath^SMFixed Income Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	154,973,022	$	—	$	—	$	154,973,022
Short Term Investments		2,793,430		—		—		2,793,430
Investments Purchased as Securities Lending Collateral		33,045,685		—		—		33,045,685
Total Investments in Securities	$	190,812,137	$	—	$	—	$	190,812,137

GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund

	Level 1		Level 2		Level 3		Total
Investment Companies	$	110,476,543	$	—	$	—	$	110,476,543
Short Term Investments		2,189,350		—		—		2,189,350
Total Investments in Securities	$	112,665,893	$	—	$	—	$	112,665,893

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	(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 to the financial statements.

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

	(d)	Federal Income Taxes
		The Funds intend to continue to comply with the requirements of sub-chapter M of the Internal Revenue Code necessary to qualify as regulated investment companies and to make the requisite distributions of income and capital gains to shareholders sufficient to relieve the Funds from all or substantially all Federal income taxes. Therefore, no Federal income tax provision is required. The Funds have adopted financial reporting rules regarding recognition and measurement of tax positions taken or expected to be taken on a tax return. The Funds have reviewed all open tax years and major jurisdictions and concluded that no provision for income tax is required in the Funds’ financial statements. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the fiscal year ended March 31, 2014, the Funds did not incur any interest or penalties. The Funds’ Federal and state income and Federal excise tax returns for tax years for which the applicable

		statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue. The Funds are not subject to examination for tax years prior to 2010.

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

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

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September 30, 2014

		until operations begin. Offering costs include legal fees regarding the preparation of the initial registration statement. Offering costs are then amortized to expense over twelve months on a straight-line basis.

	(i)	Security Transactions and Income Recognition

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

(j)

Distributions to Shareholders

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

(k)

Derivatives

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

		contracts and swaps. These instruments may be used by a Fund for hedging purposes as well as direct investment.

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

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September 30, 2014

		seller (writer) of a put option, upon payment by the holder of the premium, has the obligation to buy the security from the holder of the put option at the exercise price during the exercise period.

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

		The World ex-US Fund, Core Fixed Income Fund and each of the GPS Funds II portfolios may purchase or sell other types of futures contracts, including those based on particular interest rates, securities, foreign currencies, securities indices and other financial instruments and indices. The Core Fixed Income Fund and each of the GPS Funds II portfolios may also

		purchase and write call and put options on such future contracts, in order to seek to increase total return or to hedge against changes in interest rates, securities prices, or currency exchange rates, or, to the extent permitted by its investment policies, to otherwise manage its portfolio of investments.

		Futures contracts are valued at the daily quoted settlement prices.

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

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

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Derivative Instruments and Hedging Activities

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

GuideMark^SMWorld ex-US Fund

During the year the Fund utilized exchange traded equity index futures in order to equitize cash. At year end the portfolio had approximately 3.9% invested in these instruments.

Balance Sheet — Values of Derivative Instruments as of September 30, 2014

	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Value		Balance Sheet Location	Value
Equity Contracts — Futures*	Unrealized depreciation			Unrealized depreciation
	on futures contracts	$	—	on futures contracts	$	(522,357	)
Total		$	—		$	(522,357	)

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

Amount of Realized Loss on Derivatives			Change in Unrealized Appreciation on Derivatives
Recognized in Income			Recognized in Income
	Futures Contracts			Futures Contracts
Equity Contracts	$	623,869	Equity Contracts	$	(871,907	)
Total	$	623,869	Total	$	(871,907	)

GuideMark^SMOpportunistic Fixed Income Fund

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

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

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

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September 30, 2014

Balance Sheet — Values of Derivative Instruments as of September 30, 2014

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Value

Balance Sheet Location

Value

Credit Contracts — Swaps

Appreciation on Swap Agreements

49,516

Depreciation on Swap Agreements

34,058

Interest Rate Contracts — Swaps

Appreciation on Swap Agreements

—

Depreciation on Swap Agreements

819,846

Foreign Exchange Contracts —

Appreciation of forward

Depreciation of forward

Forward Currency Contracts

currency contracts

4,004,743

currency contracts

891,923

Equity Contracts — Options

Investments, at Value

4,104

Options Written, at Value

—

Foreign Exchange Contracts —

Options

Investments, at Value

15,714

Options Written, at Value

—

Equity Contracts — Futures*

Unrealized appreciation on futures contracts

24,867

Unrealized depreciation on futures contracts

—

Interest Rate Contracts — Futures*

Unrealized appreciation on futures contracts

61,568

Unrealized depreciation on futures contracts

—

Total

4,160,512

1,745,827

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

The Effect of Derivative Instruments on the Statement of Operations for the Period Ended September 30, 2014

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

	Futures Contracts			Forward Currency Contracts			Written Options			Purchased Options*			Swaps			Total
Interest Rate Contracts	$	(133,107	)	$	—		$	—		$	—		$	(174,918	)	$	(308,025	)
Foreign Exchange Contracts		—			(359,676	)		—			49,953			—			(309,723	)
Equity Contracts		(337,122	)		—			(2,448	)		(18	)		—			(339,588	)
Credit Contracts		—			—			—			—			(160,676	)		(160,676	)
Total	$	(470,229	)	$	(359,676	)	$	(2,448	)	$	49,935		$	(335,594	)	$	(1,118,012	)

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

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

	Futures		Forward Currency Contracts		Written Options		Purchased Options*			Swaps			Total
Interest Rate Contracts	$	68,000	$	—	$	—	$	—		$	(412,088	)	$	(344,088	)
Foreign Exchange Contracts		—		3,949,466		—		237			—			3,949,703
Equity Contracts		39,373		—		—		(4,826	)		—			34,547
Credit Contracts		—		—		—		—			163,845			163,845
Total	$	107,373	$	3,949,466	$	—	$	(4,589	)	$	(248,243	)	$	3,804,007

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

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September 30, 2014

The average monthly value of purchased and written options during the period ended September 30, 2014 were as follows:

GuideMark^SM
World
ex-US
Fund

GuideMark^SM
Opportunistic
Fixed Income

Fund

Purchased Options

—

50,005

Written Options

—

(5,160

)

The average monthly notional amount of futures, forwards, and swaps during the period ended September 30, 2014 were as follows:

Long Positions	GuideMark^SM World ex-US Fund		GuideMark^SM Opportunistic Fixed Income Fund
Futures	$	11,875,497	$	—
Forwards	$	—	$	63,790,144
Swaps	$	—	$	15,464,286

Short Positions	GuideMark^SM World ex-US Fund		GuideMark^SM Opportunistic Fixed Income Fund
Futures	$	—	$	(12,546,268	)
Forwards	$	—	$	(39,625,731	)

Cross		GuideMark^SM World ex-US Fund			GuideMark^SM Opportunistic Fixed Income Fund
Forwards		$	—		$	15,798,465

Derivative Risks

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

Offsetting Assets and Liabilities

GuideMark^SMWorld ex-US Fund

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

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2014

The table below, as of September 30, 2014, discloses both gross information and net information about instruments and transactions eligible for offset in the Statements of Assets and Liabilities’ and instruments and transactions that are subject to an agreement similar to a master netting agreement as well as amounts related to collateral held at clearing brokers and counterparties.

Liabilities							Gross Amounts not offset in the Statement of Assets and Liabilities
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Assets and Liabilities		Net Amounts Presented in the Statement of Assets and Liabilities		Financial Instruments		Collateral Pledged			Net Amount
Description / Counterparty
Futures
Goldman Sachs	$	522,357	$	—	$	522,357	$	—	$	(522,357	)	$	—

GuideMark^SMOpportunistic Fixed Income Fund

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

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2014

							Gross Amounts not offset
							in the Statement of
Assets							Assets and Liabilities
			Gross Amounts		Net Amounts
	Gross Amounts		Offset in the		Presented in the
	of Recognized		Statement of		Statement of		Financial			Collateral
	Assets		Assets and Liabilities		Assets and Liabilities		Instruments			Received		Net Amount
Description / Counterparty
Forward Currency Contracts
Barclays	$	695,006	$	—	$	695,006	$	(38,309	)	$	—	$	656,697
Citibank		219,842		—		219,842		(31,782	)		—		188,060
Citigroup		46,148		—		46,148		(30,312	)		—		15,836
Credit Suisse		223,235		—		223,235		(67,635	)		—		155,600
Deutsche Bank		3,319,535		—		3,319,535		(1,939,220	)		—		1,380,315
Goldman Sachs		331,076		—		331,076		—			—		331,076
HSBC		171,700		—		171,700		(69,460	)		—		102,240
JP Morgan Chase		274,765		—		274,765		(128,664	)		—		146,101
Merrill Lynch		26,101		—		26,101		(7,787	)		—		18,314
Morgan Stanley		91,046		—		91,046		(2,950	)		—		88,096
UBS		30,485		—		30,485		—			—		30,485
Futures
JP Morgan Chase		86,435		—		86,435		—			—		86,435
Swaps
Citigroup		19,993		—		19,993		—			—		19,993
Credit Suisse		7,537		—		7,537		—			—		7,537
Deutsche Bank		6,694		—		6,694		—			—		6,694
JP Morgan Chase		2,391		—		2,391		(2,391	)		—		—
Merrill Lynch		12,446		—		12,446		(12,446	)		—		—
Morgan Stanley		455		—		455		—			—		455
	$	5,564,435	$	—	$	5,564,435	$	(2,330,956	)	$	—	$	3,233,479

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2014

							Gross Amounts not offset
							in the Statement of
Liabilities							Assets and Liabilities
			Gross Amounts		Net Amounts
	Gross Amounts		Offset in the		Presented in the
	of Recognized		Statement of		Statement of		Financial			Collateral
	Liabilities		Assets and Liabilities		Assets and Liabilities		Instruments			Pledged			Net Amount
Description / Counterparty
Forward Currency Contracts
Barclays	$	38,309	$	—	$	38,309	$	(38,309	)	$	—		$	—
Citibank		31,782		—		31,782		(31,782	)		—			—
Citigroup		30,312		—		30,312		(30,312	)		—			—
Credit Suisse		67,635		—		67,635		(67,635	)		—			—
Deutsche Bank		1,939,220		—		1,939,220		(1,939,220	)		—			—
Goldman Sachs		—		—		—		—			—			—
HSBC		69,460		—		69,460		(69,460	)		—			—
JP Morgan Chase		128,664		—		128,664		(128,664	)		—			—
Merrill Lynch		7,787		—		7,787		(7,787	)		—			—
Morgan Stanley		2,950		—		2,950		(2,950	)		—			—
UBS		—		—		—		—			—			—
Futures
JP Morgan Chase		—		—		—		—			—			—
Swaps
Citigroup		—		—		—		—			—			—
Credit Suisse		—		—		—		—			—			—
Deutsche Bank		—		—		—		—			—			—
JP Morgan Chase		819,846		—		819,846		(2,391	)		(817,455	)		—
Merrill Lynch		34,058		—		34,058		(12,446	)		—			21,612
Morgan Stanley		—		—		—		—			—			—
	$	3,170,023	$	—	$	3,170,023	$	(2,330,956	)	$	(817,455	)	$	21,612

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

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

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2014

	(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, which includes securities with legal or contractual restrictions on their disposition, and securities for which there are no readily available market quotations. The Advisor, with the assistance of the sub-advisors and/or pricing services, will determine the value of such securities in good faith pursuant to procedures adopted by the applicable Board of Trustees. Illiquid securities present the risks that a Fund may have difficulty valuing these holdings and/or may be unable to sell

		these holdings at the time or price desired. There are no restrictions on each Fund’s ability to invest in restricted securities (that is, securities that are not registered pursuant to the Securities Act of 1933), except to the extent such securities may be considered illiquid. Securities issued pursuant to Rule 144A of the Securities Act of 1933 will be considered liquid if determined to be so under procedures adopted by the Board of Trustees.

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

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

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

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2014

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

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

3.	Investment Advisor

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

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

AssetMark also provides certain administrative services to the Service Shares of the Funds, pursuant to Administrative Services Agreements between the Funds and AssetMark, for which AssetMark receives a fee of 0.25% of the average daily net assets of the Service Shares of the Funds. The GuidePath^SMAltegris^®Diversified Alternatives Allocation Fund and the Advisor have entered into a Fee Waiver Agreement under which the Advisor has agreed to waive, through July 31, 2015, the Investment Advisory Fee and Administrative Services Fee. These waived fees are not subject to recovery. Effective April 23, 2014, the Advisor implemented a voluntary 0.10% waiver of its 0.65% Advisory Fee in the Guidemark^SMGlobal Real Return Fund. Due to this waiver not being contractual, the waived Advisory Fees cannot later be recouped and the Advisory Fee stated in the prospectus will not be changed. 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

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September 30, 2014

	communications with shareholders and their representatives; assisting with the processing of purchases and redemptions of shares; and monitoring and overseeing non-advisory relationships with entities providing services to the Service Shares; including the transfer agent and custodian.

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

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

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

	Any such contractual waiver or reimbursement is subject to later adjustment to allow the Advisor to recoup amounts waived or reimbursed to the extent actual fees and expenses for a fiscal period are less than each Fund’s expense limitation cap at the time of the waiver, provided, however, that the Advisor shall only be entitled to recoup such amounts for a period of three years after the end of the fiscal year in which the fee or expense was waived or reimbursed. As of September 30, 2014, Large Cap Growth Fund, Large Cap Value Fund, Opportunistic Equity Fund, Global Real Return Fund, Strategic Asset Allocation Fund, Tactical Unconstrained^SMAsset Allocation Fund, Absolute Return Asset Allocation Fund, Multi-Asset Income Asset Allocation Fund, Fixed Income Allocation Fund and Altegris^®Diversified Alternatives Allocation Fund have recouped all potential recoverable waivers or reimbursed expenses.

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

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2014

	Year of		Year of		Year of		Year of
	Expiration		Expiration		Expiration		Expiration
	03/31/2015		03/31/2016		03/31/2017		03/31/2018
Small/Mid Cap Core Fund	$	28,479	$	15,486	$	2,363	$	—
World ex-US Fund		62,571		141,168		64,077		—
Core Fixed Income Fund		—		—		18,816		12,066
Tax-Exempt Fixed Income Fund		26,492		53,717		66,988		24,630
Opportunistic Fixed Income Fund		189,540		100,926		77,167		72,788
Tactical Constrained^SMAsset Allocation Fund		31,570		33,542		7,034		—

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. Prior to August 15, 2014 Capital Brokerage Corp. served as the principal underwriter and distributor for the Funds. Effective August 15, 2014 AssetMark Brokerage^TM, LLC serves as the Funds principal underwriter and distributor.

5.	Service and Custody Agreements

	The Funds have entered into Service Agreements with U.S. Bancorp Fund Services, LLC (“USBFS”) and a Custody Agreement with U.S. Bank, N.A., an affiliate of

	USBFS. Under these agreements, USBFS and U.S. Bank, N.A. provide certain transfer agency, administrative, accounting and custody services.

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

6.	Securities Lending

	The Trusts, on behalf of certain of the Funds, entered into securities lending arrangements with U.S. Bank, N.A. (the “Custodian”). Under the term of the agreement, the Custodian is authorized to loan securities on behalf of the Funds to approved brokers. In exchange, under normal market conditions, the Funds receive cash collateral in the amount of at least 102% of the value of securities loaned for domestic securities, and 105% of the value of securities loaned with respect to foreign securities. The cash collateral is invested in short term instruments as noted in the Schedule of Investments. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return the borrowed securities. In addition, the Funds bear the risk of loss associated with the investment of cash collateral received. After predetermined rebates to brokers, a percentage of the net securities lending revenue is credited to the Funds to be used as an offset against custody costs and other charges incurred by the Funds. The Custodian is paid a fee for administering a securities lending program for the Funds, equal to the remaining percentage of the net securities lending revenues generated under the agreement.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2014

As of September 30, 2014, the Funds (excluding the Tax-Exempt Fixed Income Fund, Opportunistic Fixed Income Fund and Altegris^®Diversified Alternatives Allocation Fund) had loaned securities that were collateralized by cash. The cash collateral received was invested in securities as listed in each Fund’s Schedule of Investments. Income earned from these investments is allocated to each Fund based on each Fund’s portion of total cash collateral received. Securities lending income is disclosed in each Fund’s Statement of Operations as a securities lending credit.

During September 2008 the GuideMark Large Cap Growth Fund, GuideMark Large Cap Value Fund, GuideMark Small/Mid Cap Core Fund, GuideMark World ex-US Fund and GuideMark Core Fixed Income Fund, as well as two funds managed within the GPS Funds I that have since closed, had loaned securities that were collateralized by cash, and where a portion of that cash collateral was invested in 31,000,000 shares of the Primary Fund, a series of the Reserve Fund. Subsequent to potential redemption of shares of the Primary Fund and before any redemption proceeds were paid, the Primary Fund’s net asset value per share dropped below $1.00 and the SEC granted an order permitting the Primary Fund to postpone the payment of redemption proceeds. Since that time, the collateral account for these Funds has received periodic payments from the Primary Fund totaling $30,732,222. On September 23, 2014, these Funds received notice of a final payment to be made by the Reserve Primary Fund’s Primary Fund-in Liquidation that is expected to occur in December 2014. As of the date of this report, any amount to be received by these Funds is unknown and the Funds have not recorded any impact of this transaction.

7.	Investment Transactions

The aggregate purchases and sales of securities, excluding short-term investments, for the period ended September 30, 2014 are summarized below.

	Purchases		Sales
Large Cap Growth Fund	$	69,761,815	$	59,475,708
Large Cap Value Fund		29,554,380		34,784,926
Small/Mid Cap Core Fund		35,102,861		39,372,465
World ex-US Fund		108,561,235		117,060,937
Opportunistic Equity Fund		31,836,213		44,170,211
Global Real Return Fund		14,336,633		15,617,716
Core Fixed Income Fund*		229,312,194		249,883,329
Tax-Exempt Fixed Income Fund		14,954,193		9,434,575
Opportunistic Fixed Income Fund		31,160,193		38,522,495
Strategic Asset Allocation Fund		13,159,576		34,759,798
Tactical Constrained^SM Asset Allocation Fund		31,343,814		48,342,670
Tactical Unconstrained^SM Asset Allocation Fund		477,533,996		356,309,427
Absolute Return Asset Allocation Fund		122,424,485		187,641,067
Multi-Asset Income Asset Allocation Fund		62,903,561		43,048,779
Fixed Income Allocation Fund		18,043,106		74,580,885
Altegris^®Diversified Alternatives Allocation Fund		13,658,351		32,826,039

*	Included in these amounts were $91,846,711 of purchases and $93,214,961 of sales of U.S. Government Securities.

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2014

8.	Transactions with Affiliates

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

The GuidePath^SMFunds had the following transactions during the period ended September 30, 2014, with affiliates:

	Share Activity								Period Ended September 30, 2014
Security Name	Balance March 31, 2014		Purchases		Sales		Balance September 30, 2014		Fair Value		Dividends Credited to Income		Amount of Gain (Loss) realized on Sale of Shares
Strategic Asset Allocation Fund
Altegris^®Macro Strategy Fund - Institutional Shares		352,945		30,245		34,450		348,740	$	2,817,819	$	—	$	(27,557	)
Altegris^®Multi-Strategy Alternatives Fund - Institutional Shares		584,654		30,940		56,103		559,491		5,673,240		—		(1,132	)
GuideMark^SMGlobal Real Return Fund - Institutional Shares		1,432,429		29,292		142,192		1,319,529		11,849,372		—		5,429
GuideMark^SMLarge Cap Growth Fund - Institutional Shares		1,384,954		105,818		134,469		1,356,303		19,449,384		—		21,697
GuideMark^SMLarge Cap Value Fund - Institutional Shares		1,864,665		37,366		254,712		1,647,319		19,718,406		—		457,484
GuideMark^SMOpportunistic Equity Fund - Institutional Shares		1,087,491		22,259		103,882		1,005,868		13,981,566		—		82,779
GuideMark^SMSmall/Mid Cap Core Fund - Institutional Shares		1,318,004		202,821		132,954		1,387,871		23,038,658		—		3,928
GuideMark^SMWorld ex-US Fund - Institutional Shares		6,133,056		124,855		646,904		5,611,007		49,825,744		—		304,366
									$	146,354,189	$	—	$	846,994
Tactical Constrained^SMAsset Allocation Fund
GuideMark^SMCore Fixed Income Fund - Institutional Shares		1,752,287		460,805		579,335		1,633,757	$	15,439,008	$	160,661	$	17,555
GuideMark^SMLarge Cap Growth Fund - Institutional Shares		951,143		154,147		205,849		899,441		12,897,979		—		142,205
GuideMark^SMLarge Cap Value Fund - Institutional Shares		1,137,975		121,436		185,668		1,073,743		12,852,699		—		261,219
GuideMark^SMOpportunistic Equity Fund - Institutional Shares		1,550,382		109,490		216,466		1,443,406		20,063,339		—		467,615
GuideMark^SMOpportunistic Fixed Income Fund - Institutional Shares		1,125,032		294,551		242,970		1,176,613		11,542,577		318,227		17,379

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2014

	Share Activity								Period Ended September 30, 2014
Security Name	Balance March 31, 2014		Purchases		Sales		Balance September 30, 2014		Fair Value		Dividends Credited to Income		Amount of Gain (Loss) realized on Sale of Shares
Tactical Constrained^SMAsset Allocation Fund (continued)
GuideMark^SMSmall/Mid Cap Core Fund - Institutional Shares		902,101		61,380		298,022		665,459	$	11,046,615	$	—	$	249,719
GuideMark^SMWorld ex-US Fund - Institutional Shares		4,465,174		357,760		805,147		4,017,787		35,677,945		—		699,917
									$	119,520,162	$	478,888	$	1,855,609
Tactical Unconstrained^SMAsset Allocation Fund
GuideMark^SMCore Fixed Income Fund - Institutional Shares		1,005,157		112,259		407,751		709,665	$	6,706,338	$	65,029	$	36,605
GuideMark^SMLarge Cap Growth Fund - Institutional Shares		943,735		73,173		377,063		639,845		9,175,377		—		952,601
GuideMark^SMLarge Cap Value Fund - Institutional Shares		1,831,514		141,015		708,096		1,264,433		15,135,266		—		2,104,768
GuideMark^SMOpportunistic Equity Fund - Institutional Shares		1,801,537		112,654		678,962		1,235,229		17,169,689		—		2,010,528
GuideMark^SMOpportunistic Fixed Income Fund - Institutional Shares		2,002,358		207,987		774,887		1,435,458		14,081,839		420,456		66,156
GuideMark^SMSmall/Mid Cap Core Fund - Institutional Shares		444,762		52,427		263,324		233,865		3,882,155		—		1,360,184
GuideMark^SMWorld ex-US Fund - Institutional Shares		3,316,549		699,617		1,196,357		2,819,809		25,039,901		—		140,634
									$	91,190,565	$	485,485	$	6,671,476
Absolute Return Asset Allocation Fund
GuideMark^SMCore Fixed Income Fund - Institutional Shares		1,495,920		57,251		273,683		1,279,488	$	12,091,162	$	116,330	$	12,138
GuideMark^SMLarge Cap Value Fund - Institutional Shares		453,064		121,060		106,686		467,438		5,595,235		—		97,784
GuideMark^SMOpportunistic Fixed Income Fund - Institutional Shares		690,445		22,686		712,831		300		2,939		144,434		415,663
GuideMark^SMWorld ex-US Fund - Institutional Shares		512,410		30,809		113,339		429,880		3,817,336		—		73,107
									$	21,506,672	$	260,764	$	598,692
Multi-Asset Income Asset Allocation Fund
GuideMark^SMCore Fixed Income Fund - Institutional Shares		—		125,125		14,492		110,633	$	1,045,486	$	10,346	$	(259	)

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2014

	Share Activity								Period Ended September 30, 2014
Security Name	Balance March 31, 2014		Purchases		Sales		Balance September 30, 2014		Fair Value		Dividends Credited to Income		Amount of Gain (Loss) realized on Sale of Shares
Multi-Asset Income Asset Allocation Fund (continued)
GuideMark^SMOpportunistic Fixed Income Fund - Institutional Shares		—		67,154		7,252		59,902	$	587,641	$	18,010	$	(1,052	)
GuideMark^SMWorld ex-US Fund - Institutional Shares		172,407		262,399		65,281		369,525		3,281,380		—		42,815
									$	4,914,507	$	28,356	$	41,504
Fixed Income Allocation Fund
GuideMark^SMCore Fixed Income Fund - Institutional Shares		5,214,813		141,526		1,612,100		3,744,239	$	35,383,062	$	350,458	$	(726,140	)
GuideMark^SMOpportunistic Fixed Income Fund - Institutional Shares		2,720,118		155,390		817,103		2,058,405		20,192,954		611,303		(7,528	)
									$	55,576,016	$	961,761	$	(733,668	)
Altegris^®Diversified Alternatives Allocation Fund
Altegris^®/AACA Real Estate Long Short Fund - Institutional Shares		—		279,297		28,992		250,305	$	2,863,494	$	12,590	$	24,007
Altegris^®Equity Long Short Fund - Institutional Shares		5,052,277		963,071		699,983		5,315,365		57,884,327		—		171,561
Altegris^®Fixed Income Long Short Fund - Institutional Shares		3,644,281		32,485		630,444		3,046,322		32,778,425		221,182		192,313
Altegris^®Futures Evolution Strategy Fund - Institutional Shares		985,558		7,750		448,414		544,894		5,852,160		47,292		(500	)
Altegris^®Macro Strategy Fund - Institutional Shares		2,278,428		6,968		1,613,313		672,083		5,430,431		—		(2,559,623	)
Altegris^®Managed Futures Strategy Fund - Institutional Shares		710,954		2,327		101,878		611,403		5,667,706		—		(92,482	)
									$	110,476,543	$	281,064	$	(2,264,724	)

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2014

9.	Option Contracts Written

The premium amount and number of option contracts written during the period ended September 30, 2014 in the Opportunistic Fixed Income Fund, were as follows:

	Amount of Premiums			Number of Contracts			Notional Amount
Outstanding at 3/31/14	$	—			—			—
Options written		66,770			966			—
Options expired		—			—			—
Options exercised		—			—			—
Options closed		(66,770	)		(966	)		—
Outstanding at 9/30/14	$	—			—			—

10.

New Accounting Pronouncements

In June 2014, the Financial Accounting Standard Board issued ASU No. 2014-11 “Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.” ASU No. 2014-11 makes limited changes to the accounting for repurchase agreements, clarifies when repurchase agreements and securities lending transactions should be accounted for as secured borrowings, and requires additional disclosures regarding these types of transactions. The guidance is effective for fiscal years beginning on or after December 15, 2014, and for interim periods within those fiscal years. Management is currently evaluating the impact these changes will have on the Fund’s financial statement disclosures.

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September 30, 2014

11.

Other Tax Information

Net investment income and realized gains and losses for Federal income tax purposes may differ from that reported on the financial statements because of permanent book-to-tax differences. GAAP requires that permanent differences between financial reporting and tax reporting be reclassified between various components of net assets.

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

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

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NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

September 30, 2014

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

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

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

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

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

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September 30, 2014

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

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

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

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

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September 30, 2014

	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.

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September 30, 2014

At March 31, 2014, 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	$	138,264,657		$	148,517,455		$	80,602,753		$	319,718,742		$	112,176,880		$	108,889,026
Gross Unrealized Appreciation		55,455,188			66,412,411			5,827,683			60,588,240			30,176,452			3,930,895
Gross Unrealized Depreciation		(2,393,663	)		(3,085,494	)		(2,333,741	)		(10,614,919	)		(1,968,567	)		(6,244,079	)
Net Unrealized Appreciation/(Depreciation)		53,061,525			63,326,917			3,493,942			49,973,321			28,207,885			(2,313,184	)
Undistributed Tax-Exempt Ordinary Income		—			—			—			—			—			—
Undistributed Ordinary Income		6,873			544,756			—			3,642,094			3,877,719			—
Undistributed Long-Term Cap Gains		—			—			3,877,650			—			8,991,216			—
Total Distributable Earnings		6,873			544,756			3,877,650			3,642,094			12,868,935			—
Other Accumulated Gains/(Losses)		(39,442,053	)		(148,529,326	)		(88,635	)		(207,915,827	)		(111,377	)		(8,345,727	)
Total Accumulated Earnings/(Losses)		13,626,345			(84,657,653	)		7,282,957			(154,300,412	)		40,965,443			(10,658,911	)

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

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September 30, 2014

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

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

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September 30, 2014

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

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

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September 30, 2014

Additional Information

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

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

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

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September 30, 2014

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

*	The 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, 2014

3.	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)

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, Owens Realty Mortgage Inc. (2013-present); Director, Cambria ETF Series Trust (2013-present) Director, Sitoa Global Inc. (2011-2013); Director, Wells Fargo ASGI Hedge Funds (closed-end hedge funds) (2008-present); Director/Chairman, Pacific Metrics Corp. (educational services) (2005-2014); 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, 2014

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

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

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**

John Koval Year of Birth: 1966 c/o 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 Savos (2013-present); Interim Chief Compliance Officer, GPS Funds I, GPS Funds II, and Savos (September 2012-January 2013); Senior Compliance Officer, AssetMark (2011-2012); Chief Operating Officer, SEAL Capital, Inc. (2009-2010); Chief Compliance Officer, Cliffwood Partners LLC (2004-2009).

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

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

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

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

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

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September 30, 2014

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

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

	GPS FUNDS I: Consideration and Approval of a New Sub-Advisory Agreement for the GuideMark^SMOpportunistic Equity Fund with River Road

	At the meeting of the Board of Trustees held on June 3, 2014, the Board approved a new sub-advisory agreement (the “New River Road Sub-Advisory Agreement”) between River Road Asset Management, LLC (“River Road”) and AssetMark, on behalf of the GuideMark^SMOpportunistic Equity Fund.

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

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

	Materials Reviewed and the Review Process

	In considering the New River Road Sub-Advisory Agreement, the Trustees considered various materials, including updated information from various materials that were first provided to the Board at its regular quarterly meeting held on December 18, 2012 (the “December Meeting”), including: (1) a copy of the proposed form of sub-advisory agreement between River Road and AssetMark, on behalf of the Fund; (2) River Road’s responses to AssetMark’s due diligence questionnaire, including information on River Road’s investment process; (3) River Road’s Form ADV disclosures; (4) a description of AssetMark’s recommendation process with respect to the continued use of River Road following its acquisition by Affiliated Managers Group, Inc. (“AMG”) and the reasons for such recommendation; (5) information describing the nature, quality and extent of services that River Road would continue to provide to the Fund, and the proposed sub-advisory fee payable to River Road; (6) information concerning River Road’s business and operations, investment team, compliance program and internal procedures, including biographical information for the investment professionals that would be responsible for

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September 30, 2014

	the day-to-day management of River Road’s allocated portion of the Fund’s portfolio; and (7) information regarding the financial condition of River Road.

	The Trustees also considered the recommendations of AssetMark with respect to continued use of River Road and the methods and resources AssetMark utilizes in its efforts to identify and engage sub-advisors for the Funds.

	The Trustees received assistance and advice regarding legal and industry standards from both independent counsel and from counsel to the Trust, which included a detailed memorandum that described the Trustees’ legal duties and obligations in considering the River Road Sub-Advisory Agreement. The Trustees discussed the approval of the River Road Sub-Advisory Agreement before and during the course of their meeting in executive sessions with independent counsel at which no representatives of AssetMark or River Road were present.

	Factors Considered

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

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

	Nature, Quality and Extent of Services and Investment Performance

	The Trustees considered their analysis at the December Meeting of the nature, quality and extent of the services which would continue to be provided by River Road to the Fund and the expected impact, if any, of the change of ownership on River Road’s operations and investment process. The Trustees also recalled their discussion of the qualifications, experience, and track record of the River Road portfolio management team who are responsible for day-to-day management of River Road’s allocated portion the Fund’s portfolio and noted that the acquisition of River Road by AMG is not expected to result in any change to such team. The Trustees considered River Road’s specific investment approach and level of expertise within its particular asset class.

	The Trustees recalled their consideration at the December Meeting of River Road’s historical performance record with respect to pooled investment products similar to the Fund. The Trustees also compared this historical performance to a relevant benchmark and concluded that the historical performance record for River Road, viewed together with the other factors considered by the Trustees, supported a decision to approve the New River Road Sub-Advisory Agreement.

	Sub-Advisory Fees

	The Trustees considered their analysis at the December Meeting of the services which would continue to be rendered by River Road and the compensation to be paid to River Road by AssetMark. The Trustees considered their review at the December Meeting of comparisons of the fees to be paid to River Road by AssetMark with the fees charged by River Road to its other clients. They considered the fees to be charged to the Fund by River Road compared to the fees charged to other comparable funds sub-advised by River Road and found the explanation for the difference in fees, if any, to be reasonable in light of the circumstances.

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September 30, 2014

	The Trustees considered that the sub-advisory fees would continue to be paid by AssetMark to River Road and would not be additional fees borne by the Fund. The Trustees concluded that, in light of the quality and extent of the services to be provided, the fees which would continue to be paid to River Road are reasonable.

	The Trustees also considered any “fall-out” or ancillary benefits (e.g., the use of soft dollars) that River Road or its affiliates may potentially receive as a result of its relationship with the Fund. The Trustees concluded that the benefits that might accrue to River Road or its affiliates were reasonable.

	Profitability and Economies of Scale

	The Trustees did not consider the profitability of River Road to be a material factor based on representations from AssetMark that it negotiated the sub-advisory fees with River Road on an arm’s-length basis.

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

	Conclusion

	After consideration of the foregoing factors and such other matters as were deemed relevant – including the Board’s deliberations at the December Meeting – and with no single factor identified as being determinative, the Trustees concluded to approve the New River Road Sub-Advisory Agreement.

	GPS FUNDS I: Consideration and Approval of a New Sub-Advisory Agreement for the GuideMark^SMTax-Exempt Fixed Income Fund with Nuveen

	At the meeting of the Board of Trustees held on September 3, 2014, the Board approved a new sub-advisory agreement (the “New Nuveen Sub-Advisory Agreement”) between Nuveen Asset Management (“Nuveen”) and AssetMark, on behalf of the GuideMark^SMTax-Exempt Fixed Income Fund.

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

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

	Materials Reviewed and the Review Process

	In considering the New Nuveen Sub-Advisory Agreement, the Trustees considered various materials, including updated information from materials that were first provided to the Board at its regular quarterly meeting on March 5, 2013 and again at a special meeting of the Board on April 19, 2013, including: (1) a copy of the proposed form of the New Nuveen Sub-Advisory agreement between Nuveen and AssetMark, on behalf of the Fund; (2) Nuveen’s updated responses to AssetMark’s

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ADDITIONAL INFORMATION (Continued)

September 30, 2014

	due diligence questionnaire, including information on Nuveen’s investment process; (3) Nuveen’s Form ADV disclosures; (4) AssetMark’s recommendation process with respect to the continued use of Nuveen following its acquisition by TIAA-CREF, and the reasons for such recommendation; (5) information describing the nature, quality and extent of services that Nuveen would continue to provide to the Fund, and the proposed sub-advisory fee payable to Nuveen; (6) information concerning Nuveen’s business and operations, investment team, compliance program and internal procedures, including biographical information for the investment professionals that would continue to be responsible for the day-to-day management of Nuveen’s allocated portion of the Fund’s portfolio; and (7) information regarding the financial condition of Nuveen.

	The Trustees also considered the recommendations of AssetMark with respect to continued use of Nuveen and the methods and resources AssetMark utilizes in its efforts to identify and engage sub-advisors for the Funds.

	The Trustees received assistance and advice regarding legal and industry standards from both independent counsel and from counsel to the Trust, which included a detailed memorandum that described the Trustees’ legal duties and obligations in considering the New Nuveen Sub-Advisory Agreement. The Trustees discussed the approval of the New Nuveen Sub-Advisory Agreement before and during the course of their meeting in executive sessions with independent counsel at which no representatives of AssetMark or Nuveen were present.

	Factors Considered

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

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

	Nature, Quality and Extent of Services and Investment Performance

	The Trustees considered the nature, quality and extent of the services which would continue to be provided by Nuveen to the Fund and the expected impact, if any, of the change of ownership on Nuveen’s operations and investment process. The Trustees also considered the qualifications, experience, and track record of the Nuveen portfolio management team who are responsible for day-to-day management of Nuveen’s allocated portion the Fund’s portfolio and noted that the acquisition of Nuveen by TIAA-CREF is not expected to result in any change to such team. The Trustees considered Nuveen’s specific investment approach and level of expertise within its particular asset class.

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

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ADDITIONAL INFORMATION (Continued)

September 30, 2014

	Sub-Advisory Fees

	The Trustees considered the services which would continue to be rendered by Nuveen and the compensation to be paid to Nuveen by AssetMark. The Trustees considered comparisons of the fees to be paid to Nuveen by AssetMark with the fees charged by Nuveen to other clients, including other comparable funds sub-advised by Nuveen, and found the explanation for the difference in fees, if any, to be reasonable in light of the circumstances. The Trustees considered that the sub-advisory fees would continue to be paid by AssetMark to Nuveen and would not be additional fees borne by the Fund. The Trustees concluded that, in light of the quality and extent of the services to be provided, the fees which would continue to be paid to Nuveen are reasonable.

	The Trustees also considered the representations from Nuveen that neither it nor its subsidiaries have received any “fallout” or ancillary benefits (e.g., the use of soft dollars) as a result of its relationship with the Fund, and any “fall-out” or ancillary benefits that Nuveen or its affiliates may potentially receive as a result of its relationship with the Fund. The Trustees concluded that the benefits that might accrue to Nuveen or its affiliates were reasonable.

	Profitability and Economies of Scale

	Trustees did not consider the profitability of the Nuveen to be a material factor based on representations from AssetMark that it negotiated the sub-advisory fees with the Nuveen on an arm’s-length basis.

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

	Conclusion

	After consideration of the foregoing factors and such other matters as were deemed relevant and with no single factor identified as being determinative, the Trustees concluded to approve the New Nuveen Sub-Advisory Agreement.

215

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		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.
2005 Market Street, Suite 2600
Philadelphia, PA 19103

Independent Registered Public Accounting Firm
Cohen Fund Audit Services, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, OH 44115

Transfer Agent, Fund Accountant and Fund Administrator
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202

Custodians
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 AssetMark Brokerage^TM, LLC	Semi-Annual Report
1655 Grant Street, 10th Floor	September 30, 2014
Concord, CA 94520

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

12/03/2014

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

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

Date

12/03/2014

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

Date

12/03/2014

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