Information Statement

DEF 14C 1 d641343ddef14c.htm INFORMATION STATEMENT Information Statement

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GuideStone Funds

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GUIDESTONE FUNDS

MyDestination 2005 Fund, MyDestination 2015 Fund, MyDestination 2025 Fund, MyDestination 2035 Fund, MyDestination 2045 Fund, MyDestination 2055 Fund, Conservative Allocation Fund, Balanced Allocation Fund, Growth Allocation Fund, Aggressive Allocation Fund, Conservative Allocation Fund I, Balanced Allocation Fund I, Growth Allocation Fund I, Aggressive Allocation Fund I, Money Market Fund, Low-Duration Bond Fund, Medium-Duration Bond Fund, Extended-Duration Bond Fund, Inflation Protected Bond Fund, Global Bond Fund, Flexible Income Fund, Defensive Market Strategies Fund, Real Assets Fund, Equity Index Fund, Real Estate Securities Fund, Value Equity Fund, Growth Equity Fund, Small Cap Equity Fund, International Equity Fund, Emerging Markets Equity Fund,

Global Natural Resources Equity Fund

2401 Cedar Springs Road

Dallas, Texas 75201-1498

INFORMATION STATEMENT

December 6, 2013

Dear Shareholder:

The enclosed Information Statement discusses actions that have been taken with respect to each above-listed series (each a “Fund” and collectively, the “Funds”) of GuideStone Funds (the “Trust”). GuideStone Financial Resources of the Southern Baptist Convention, the majority shareholder of each of the Funds, has elected Kyle Tucker as trustee to the Trust’s Board of Trustees.

We are not asking you for a proxy, and you are requested not to send us a proxy. If you have any questions, please call 1-888-98-GUIDE (1-888-984-8433), and we will be glad to assist you. Thank you for your continued support of GuideStone Funds.


Very truly yours,

/s/ John R. Jones
President

GUIDESTONE FUNDS

Global Natural Resources Equity Fund

2401 Cedar Springs Road

Dallas, Texas 75201-1498

INFORMATION STATEMENT

Important Notice Regarding the

Availability of Information Statement

The Information Statement is available at www.GuideStoneFunds.org/Disclosures.aspx

December 6, 2013

This document is an Information Statement for shareholders of each above-listed series (each a “Fund” and collectively, the “Funds”) of GuideStone Funds (the “Trust”). GuideStone Capital Management (the “Adviser”) serves as the investment adviser to the Funds and is located at 2401 Cedar Springs Road, Dallas, Texas 75201-1498. The Funds’ principal underwriter is Foreside Funds Distributors LLC, whose principal office is located at 400 Berwyn Park, 899 Cassatt Road, Berwyn, Pennsylvania 19312. BNY Mellon Investment Servicing (US) Inc. serves as the transfer agent and administration and fund accounting agent to the Funds and is located at 301 Bellevue Parkway, Wilmington, Delaware 19809. This Information Statement will be mailed on or about December 11, 2013 to the shareholders of record of each Fund as of November 15, 2013 (the “Record Date”).

As disclosed in the Fund’s prospectus, GuideStone Financial Resources of the Southern Baptist Convention (“GuideStone Financial Resources”) at all times directly or indirectly controls the vote of at least 60% of the Fund’s shares. The Fund will refuse to accept any investment that would result in a change of such control. This means that GuideStone Financial Resources, which is the parent company of the Adviser, controls the vote on any matter that requires shareholder approval. In lieu of a shareholder meeting, the Trust has obtained the written consent of GuideStone Financial Resources, which is the majority shareholder of each Fund, to elect Kyle Tucker to the Board effective November 7, 2013. Therefore, in accordance with the Trust’s governing documents, the election of Mr. Tucker will have been approved on behalf of the shareholders. This Information Statement is provided to you solely for informational purposes.

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This is not a proxy statement. We are not asking you for a proxy and you are requested not to send us a proxy.

The Funds will bear the expenses incurred in connection with preparing this Information Statement. You may obtain a copy of the Trust’s annual report to shareholders and the most recent semi-annual report, free of charge, by writing to the Trust at 2401 Cedar Springs Road, Dallas, Texas 75201-1498, by calling toll free at 1-888-98-GUIDE (1-888-984-8433) or by going to our website at www.GuideStoneFunds.org.

Appendix A lists the shares of each Fund issued and outstanding as of the Record Date. Appendix B of this Information Statement lists the shareholders who owned beneficially or of record more than 5% of the shares of each class of the Funds as of the Record Date. To the knowledge of the Adviser, executive officers of the Funds and the Trustees, as a group, owned less than 1% of the outstanding shares of each class of each of the Funds as of the Record Date.

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I.	Introduction

GuideStone Financial Resources, as majority shareholder of each Fund, has elected Kyle Tucker to the Trust’s Board of Trustees (the “Board”). Mr. Tucker was nominated on September 13, 2013, by the Board to become a Trustee who is not an “interested person” of the Trust as that term is defined within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), (“Independent Trustee”). Mr. Tucker’s nomination was recommended by GuideStone Financial Resources in order to succeed Peter L. Chamberlain, Ph.D., who had resigned from the Board.

II.

All Funds: Election of Trustee to the Board of Trustees

Overview

GuideStone Financial Resources, as majority shareholder of each Fund, has elected Kyle Tucker to the Trust’s Board, effective November 7, 2013. The Declaration of Trust provides that Mr. Tucker will hold office until his resignation, removal or mandatory retirement.

Mr. Tucker was nominated on September 13, 2013, by the Nominating Committee of the Board and by the Board to replace an Independent Trustee who resigned as a Trustee of the Trust on March 5, 2013. His nomination was recommended by GuideStone Financial Resources.

Information Regarding the Board of Trustees

The operations of each Fund are under the supervision of the Board. The primary responsibility of the Board is to represent the interests of the shareholders of the Trust and to provide oversight of the management of the Trust. Upon effectiveness of the election of Mr. Tucker, the Board is comprised of nine individuals: Thomas G. Evans and James W. Hixson, each of whom is an “interested person” of the Trust as that term is defined in the 1940 Act, and Michael R. Buster, Carson L. Eddy, William Craig George, Grady R. Hazel, Joseph A. Mack, Franklin Morgan and Kyle Tucker, each of whom is an Independent Trustee. Mr. Mack serves as Chairman of the Board. During the fiscal year ended December 31, 2012, the Board held seven meetings. All of the Trustees who served as such during the previous fiscal year, with the exception of Messrs. Buster and Hazel, attended more than 75% of the Board meetings held during that period. Unlike public operating companies, mutual funds do not typically hold annual shareholder meetings. Accordingly, the Trust does not have a policy pertaining to attendance at annual shareholder meetings by members of the Board.

The Trustees (including Mr. Tucker) of the Trust, their ages, business address and principal occupations and directorships during the past five years are set forth in the following table.

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Name (Date of Birth), Address and Position(s) with Trust	Term of Office and Length of Time Served¹	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Trusteeships/ Directorships Held by Trustee
INDEPENDENT TRUSTEES
Michael R. Buster (1957) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2002	Executive Pastor, Prestonwood Baptist Church, 1989 – present.	31	Ouachita Baptist University – Board of Trustees Member
Carson L. Eddy (1943) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2011	Partner in Charge (Orlando office), Carr, Riggs & Ingram, LLC, 2007 – present – Certified Public Accountants; President, Quantum Consulting Group LLC, 2000 – present; Managing Partner, Cuthill & Eddy LLC, 1993 – 2007 – Certified Public Accountants.	31	N/A
William Craig George (1958) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2004	Chief Credit Officer, CapStone Bank, 2011 – present; Executive Vice President/Regional Loan Administrator, SunTrust Bank, 1995 – 2011.	31	N/A
Grady R. Hazel (1947) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2011	G400 Field Representative, American Institute of Certified Public Accountants, 2012 – present; Executive Director, Society of Louisiana CPAs, 1995 – 2012.	31	Neighbors Federal Credit Union – Board of Directors Member and Chairman of Audit Committee; Stonetrust Commercial Insurance Company – Board of Directors Member and Member of Audit Committee
Joseph A. Mack (1939) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2002	Retired – Director, Office of Public Policy, South Carolina Baptist Convention, 1999 – 2010.	31	N/A
Franklin R. Morgan (1943) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2005	Retired – Senior Vice President, Director of International Administration, Prudential Securities, Inc., January 1962 – May 2003.	31	N/A
Kyle Tucker (1981) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2013	Financial Advisor – CAPTRUST Financial Advisors – 2007 – present.	31	N/A
INTERESTED TRUSTEES²
Thomas G. Evans (1961) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2012	President and Owner, Encompass Financial Services, Inc., 1984 – present; President and Owner, Custom Land Management, LLC, 1984 – present; Manager, Private Partners Opportunity Fund, LLC, 2011 – present.	31	GuideStone Financial Resources – Board of Trustees Member, June 2010 – present; Baptist Foundation of Oklahoma, Board of Directors Member and Chairman, 2004 – present; Pioneer Spirit Foundation – Board of Trustees Member, 1993 – present; GuideStone Capital Management, Board of Directors Member, July 2011 – July 2012
James W. Hixson (1931) 2401 Cedar Springs Road Dallas, TX 75201-1407 Trustee	Since 2010	Retired	27	GuideStone Financial Resources – Board of Trustees Member, June 2008 – present; GuideStone Advisors – Board of Directors Member, July 2008 – present; GuideStone Financial Services – Board of Directors Member, July 2008 – present

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Name (Date of Birth), Address and Position(s) with Trust	Term of Office and Length of Time Served¹	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Trusteeships/ Directorships Held by Trustee
OFFICERS WHO ARE NOT TRUSTEES³
Ron W. Bass (1966) 2401 Cedar Springs Road Dallas, TX 75201-1407 Chief Compliance Officer and AML Officer	Since 2009	Director of Broker/Dealer and RIA Compliance, GuideStone Financial Resources, June 2009 – present; Manager of Broker/Dealer and RIA Compliance, GuideStone Financial Resources, 2008 – May 2009.	N/A	N/A
Jeffrey P. Billinger (1946) 2401 Cedar Springs Road Dallas, TX 75201-1407 Vice President and Treasurer	Since 2000	Executive Officer and Treasurer, GuideStone Financial Resources, 1995 – present.	N/A	N/A
Rodric E. Cummins (1957) 2401 Cedar Springs Road Dallas, TX 75201-1407 Vice President and Investment Officer	Since 2000	Executive Officer and Chief Investment Officer, GuideStone Financial Resources, 1998 – present.	N/A	N/A
Ronald C. Dugan, Jr. (1962) 2401 Cedar Springs Road Dallas, TX 75201-1407 Vice President and Investment Officer	Since 2010	Vice President and Chief Strategic Investment Officer, GuideStone Financial Resources, 2013 – present; Director of Global Investment Strategies, GuideStone Financial Resources, 2010 – 2013; Managing Director, Equities, Russell Investments, 2000 – 2010.	N/A	N/A
John R. Jones (1953) 2401 Cedar Springs Road Dallas, TX 75201-1407 President	Since 2000	Executive Vice President and Chief Operating Officer, GuideStone Financial Resources, 1997 – present.	N/A	N/A
Cherika N. Latham (1982) 2401 Cedar Springs Road Dallas, TX 75201-1407 Chief Legal Officer and Secretary	Since 2013	Associate Counsel, GuideStone Financial Resources, 2008 – present.	N/A	N/A
Patricia A. Weiland (1959) 2401 Cedar Springs Road Dallas, TX 75201-1407 Vice President – Fund Operations	Since 2000	Executive Director, Mutual Funds Operations, 2013 – present; Executive Officer, Financial Solutions and Services, GuideStone Financial Resources, 2006 – 2013.	N/A	N/A

(1)

Each Independent Trustee serves until his or her resignation, removal or mandatory retirement. Each Interested Trustee serves until his or her resignation, removal or mandatory retirement or until he or she ceases to be a member of the board of trustees of GuideStone Financial Resources. All Trustees must retire after reaching the age of seventy-seven years or after achieving ten years of service, whichever occurs last. Officers serve at the pleasure of the Board of Trustees.

(2)	Messrs. Evans and Hixson are “interested persons” of the Trust as the term is defined in the 1940 Act due to their positions on the Board of Trustees of GuideStone Financial Resources.

(3)	The executive officers of the Trust may be deemed to be affiliates of the Adviser due to their positions with the Adviser and/or GuideStone Financial Resources.

In addition to the information set forth in the trustees and officers table and other relevant qualification, experience, attributes or skills applicable to a particular Trustee, the following provides further information about the qualifications and experience of each Trustee (including Mr. Tucker):

Joseph A. Mack. Mr. Mack has been the Chairman of the Board of Trustees of the Trust since June 2005 and a member of the Board of Trustees since March 2002. He is the former Director of Office of Public Policy of the South Carolina Baptist Convention, where he served for 12 years. Prior to that role, he served the state of South Carolina as the Deputy Director of the state’s Retirement System, Deputy Director of the Division of Human Management and Deputy Executive Director of the Budget and Control Board. Mr. Mack has also served on several foundations and committees. He received a Bachelor of Science in Business Administration from Florida State University.

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Michael R. Buster. Rev. Buster currently serves as an Executive Pastor at Prestonwood Baptist Church in Plano, Texas and has been a member of the Board of Trustees since 2002. In his capacity as Executive Pastor, Rev. Buster serves as the Chief Operating Officer for this church of over 32,000 members. In addition to multiple high level duties, his responsibilities include overseeing a staff of 600, administering annual operating and capital budgets, long-range planning and real estate acquisitions on behalf of the church. Rev. Buster received a Bachelor Degree in Pastoral Ministries from Ouachita Baptist University and a Masters Degree in Religious Education from Southwestern Theological Seminary.

Carson L. Eddy. Mr. Eddy is the Partner in Charge of the Orlando, Florida office of Carr, Riggs & Ingram, LLC (“CRI”), Certified Public Accountants. At CRI, he is deemed to be a specialist in not-for-profit and service organizations. Mr. Eddy also serves as President of Quantum Consulting Group LLC, which specializes in litigation support and forensic accounting services. In this capacity, he has been involved in several fraud and forensic related cases involving, but not limited to, misappropriation of assets, check fraud and payroll fraud. Mr. Eddy has over 40 years of experience in both public and private accounting and is a Certified Public Accountant (“CPA”) and a Certified Fraud Examiner. Mr. Eddy holds a Bachelors of Science degree in Economics from Rollins College.

Thomas G. Evans. Mr. Evans is President and Owner of Encompass Financial Services, Inc. and Custom Land Management, LLC. He is also a Manager for Private Partners Opportunity Fund, LLC. He is currently Chairman of the Board of Directors for the Baptist Foundation of Oklahoma and a member of the Board of Trustees of the Pioneer Spirit Foundation. Mr. Evans holds a Bachelor of Science degree in Business Administration from Northwestern Oklahoma State University and Master of Business Administration degree from Marylhurst University. Mr. Evans was previously a member of the Board of Directors of the Adviser and currently serves on the Board of Trustees of GuideStone Financial Resources.

William Craig George. Mr. George has been employed with CapStone Bank since 2011 and currently serves as the Chief Credit Officer. In his role with CapStone Bank, Mr. George underwrites and approves loans. Additionally, he oversees bank loan policy and bank lending compliance. He was previously employed with SunTrust Bank as an Executive Vice President/Regional Credit Officer with SunTrust Bank. He has served on the board of Pregnancy Life Care Center Raleigh and on the Allocations Committee of Triangle United Way. Mr. George holds a Bachelor of Science degree in Business Administration from The University of North Carolina – Chapel Hill.

Grady R. Hazel. Mr. Hazel currently serves as a G400 Field Representative for the American Institute of Public Accountants, where he acts as a liaison to CPA firms that have 101 to 400 CPAs. He was previously employed by the Society of Louisiana CPAs as an Executive Director. He is currently a member of the Board of Directors of Neighbors Federal Credit Union and serves as Chairman of the Audit Committee. In addition, he has served on the board of Stonetrust Commercial Insurance Company, where he was also a member of the Audit Committee. Mr. Hazel is a CPA and a Chartered Global Management Accountant (CGMA). Mr. Hazel holds a Master of Business Administration degree and a Bachelor of Science degree both from Louisiana State University.

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James W. Hixson. Mr. Hixson is a former school administrator with Bath Community Schools in Bath, Michigan, where he served for 23 years in various positions, including middle school principal and superintendent. Throughout the years, he has also been active in the Bath community through membership and officer positions of civic and service organizations. He is a past board member of the Central Baptist Association and the Michigan Southern Baptist Foundation. Mr. Hixson holds a Bachelor of Arts degree from Tennessee Temple College, a Bachelor of Divinity degree from Central Baptist Theological Seminary, a Master of Religious Education degree from Temple Baptist Theological Seminary and a Master of Arts degree and an Educational Specialist degree from Michigan State University. Mr. Hixson currently serves on the Boards of Trustees of GuideStone Financial Resources, GuideStone Advisors and GuideStone Financial Services.

Franklin R. Morgan. Mr. Morgan is a former Senior Vice President/Director with Prudential Securities. He served with Prudential Securities and predecessor firms for 41 years, and his final position with the firm was as Senior Vice President, Director of International Administration. Mr. Morgan’s main responsibilities were high level administrative management of 27 branches and support functions in 20 different countries. He was also responsible for business quality-compliance for the firm. Mr. Morgan held numerous securities licenses and was an arbitrator with the NASD (FINRA) as well as a past panel member of the New York Stock Exchange Disciplinary Board.

Kyle Tucker. Mr. Tucker currently serves as Financial Advisor at CAPTRUST Financial Advisors. In this capacity, he provides advice to retirement plans and personal investment accounts such as designs and implements customized financial plans, development of investment models and selection and monitoring of mutual funds and investment strategies. Mr. Tucker holds a Bachelor of Science degree in Business Management from North Carolina State University. In addition, he is a Certified Financial Planner (CFP^®) and holds the Series 6, 7 and 66 securities registrations.

Board Role in Risk Oversight

The Board’s role with respect to the Trust is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Trust, primarily the Adviser and its affiliates, have responsibility for the day-to-day management of the Funds, which includes responsibility for risk management. Examples of prominent risks include investment risk, regulatory and compliance risks, operational risks, accounting risks, valuation risks, service provider risks and legal risks. As part of its oversight role, the Board, acting at its scheduled meetings, or the Chairman, acting between Board meetings, interacts with and receives reports from senior personnel of service providers, including the Adviser’s chief investment officer (or a senior representative of the Adviser) and portfolio management personnel. The Board receives periodic presentations and reports from senior personnel of the Adviser or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as accounting, administration, anti-money laundering, personal trading, valuation, investment research and securities lending. The Board also receives reports from counsel to the Trust and the Board’s own independent legal counsel regarding regulatory compliance and governance matters. The

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Board interacts with and receives reports from the Trust’s chief compliance officer, and in connection with each scheduled meeting, the Trust’s Independent Trustees meet separately from the Adviser and Trust management, with the Trust’s chief compliance officer and independent legal counsel, on regulatory compliance matters. The Board’s oversight role does not make the Board a guarantor of the Trust’s investments or activities.

Board Leadership Structure

The Chairman of the Board is an Independent Trustee and holds no management position with the Trust or its Adviser, Sub-Advisers or service providers. The Board has determined that its leadership structure, in which the Chairman of the Board is an Independent Trustee, along with the Board’s majority of Independent Trustees, is appropriate in light of the services provided to the Trust and provides the best protection against conflict of interests with the Trust’s Adviser and service providers.

Information About Each Trustee’s Qualifications, Experience, Attributes or Skills

GuideStone Financial Resources primarily provides financial products and services to persons and organizations associated with the Southern Baptist Convention. In accordance with the Trust’s organizational documents, all Trustees must be active members of a Baptist church in friendly cooperation with the Southern Baptist Convention as defined in the Southern Baptist Convention Constitution and interested Trustees must also be members of the Board of Trustees of GuideStone Financial Resources. All Trustees serve without compensation except for reimbursement of expenses in attending meetings. The Board believes that the significance of each Trustee’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Trustee may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Trustee, or particular factor, being indicative of Board effectiveness. However, the Board believes that Trustees need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Trust management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. Experience relevant to having this ability may be achieved through a Trustee’s educational background; business, professional training or practice (e.g., accounting, banking, brokerage, finance or ministry); public service or academic positions; experience from service as a board member (including the Board of the Trust); senior level positions in Southern Baptist Convention member organizations such as churches or hospitals; or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations, as well as other life experiences. In identifying and evaluating nominees for the Board, the Nominating Committee also considers how each nominee would affect the composition of the Board of Trustees. In seeking out and evaluating nominees, each candidate’s background is considered in light of existing board membership. The ultimate goal is a board consisting of trustees with a diversity of relevant individualized expertise. In addition to providing for Board synergy, this diversity of expertise allows Trustees to provide insight and leadership within the Board’s committee structure.

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While the Board has not adopted a specific policy on diversity, it takes overall diversity into account when considering and evaluating nominees for Trustee. The Board generally considers the manner in which each Trustee’s professional experience, background, skills and other individual attributes (such as involvement in Southern Baptist and other evangelical missions and ministries) will contribute to the effectiveness of the Board.

Committees

Currently, the Board has an Audit Committee, Investment Management Committee and Nominating Committee. The responsibilities of each committee and its members are described below.

Audit Committee. The Board has an Audit Committee comprised only of the Independent Trustees, Messrs. Mack, Buster, Eddy, George, Hazel, Morgan and Tucker (effective November 7, 2013). Pursuant to its charter, the Audit Committee has the responsibility, among other things, to (1) appoint the Trust’s independent public accounting firm; (2) review and approve the scope of the independent auditor’s audit activity; (3) review the financial statements which are the subject of the independent auditor’s certifications; and (4) review with such independent auditors the adequacy of the Trust’s basic accounting system and the effectiveness of the Trust’s internal accounting controls. During the fiscal year ended December 31, 2012, there were two meetings of the Audit Committee.

Investment Management Committee. The Board has an Investment Management Committee comprised of only Independent Trustees, Messrs. George and Hazel. Pursuant to its charter, the Investment Management Committee has the responsibility, among other things, to (1) review information in consideration of investment advisory and sub-advisory agreements; (2) make recommendations to the Board regarding the initial approval, reapproval or termination of investment advisory or sub-advisory agreements; (3) monitor sub-advisers to identify those that may require review by the Trust’s management or further discussion or review by the Board; and (4) serve as a liaison between the Trust’s management and the Board involving changes in Fund investment objectives and strategies, changes at the Adviser of sub-advisers and other material developments related to the investment management of the Funds that may warrant Board consideration. The Investment Management Committee was established in August 2011. During the fiscal year ended December 31, 2012, there were four meetings of the Investment Management Committee.

Nominating Committee. The Board has a Nominating Committee, comprised only of the Independent Trustees, Messrs. Mack, Buster, Eddy, George, Hazel, Morgan and Tucker (effective November 7, 2013). The Nominating Committee is responsible for the nomination of candidates to serve as Trustees. The Trust’s governing documents provide that only shareholders, by a vote of a majority of the outstanding shares, may fill vacancies in the Board of Trustees or otherwise elect a Trustee. The Trust documents further provide that the selection and nomination of persons to fill vacancies on the Board of Trustees to serve as Independent Trustees shall be committed to the discretion of the Independent Trustees then serving, provided that shareholders may also nominate and select persons to serve in these positions. During the fiscal year ended December 31, 2012, there was one meeting of the Nominating Committee.

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In proposing a nominee, the Nominating Committee considers certain factors, including but not limited to, the general knowledge, background and experience of the nominee. Specifically, the Nominating Committee considers whether the nominee possesses a high level of integrity, appropriate experience and a commitment to fulfill the fiduciary duties inherent in Board membership. The Nominating Committee also considers the extent to which a candidate possesses sufficiently diverse skill sets and characteristics that would contribute to the Board’s overall effectiveness. In determining potential candidates’ qualifications for Board membership, the Committee may consider all factors it determines to be relevant to fulfilling the role of being a member of the Board. The Nominating Committee may consider potential candidates for nomination identified by one or more shareholders of the Trust. Shareholders can submit recommendations in writing to the attention of Cherika N. Latham, Chief Legal Officer and Secretary, GuideStone Funds, 2401 Cedar Springs Road, Dallas, Texas 75201-1498.

Security and Other Interests

The following table sets forth the dollar range of equity securities beneficially owned by each Trustee (including Mr. Tucker) in all of the Funds of the Trust (which for each Trustee comprise all registered investment companies within the Trust’s family of investment companies overseen by him), as of September 30, 2013.


Name of Trustee	Dollar Range of Equity Securities in each Portfolio of the Trust	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee within the Family of Investment Companies
INTERESTED TRUSTEES
Thomas G. Evans	NONE	NONE
James W. Hixson	NONE	NONE
INDEPENDENT TRUSTEES
Michael R. Buster	$1-$10,0001 in the Aggressive Allocation Fund Over $100,000 in the Value Equity Fund Over $100,000 in the Growth Equity Fund	Over $100,000
Carson L. Eddy	NONE	NONE
William Craig George	NONE	NONE
Grady R. Hazel	NONE	NONE
Joseph A. Mack	$50,001-$100,000 in the Low-Duration Bond Fund $10,001-$50,000 in the Medium-Duration Bond Fund $1-$10,000 in the Global Bond Fund $10,001-$50,000 in the Inflation Protected Bond Fund $10,001-$50,000 in the Defensive Market Strategies Fund $10,001-$50,000 in the Real Assets Fund $1-$10,000 in the Value Equity Fund $1-$10,000 in the Growth Equity Fund $1-$10,000 in the Small Cap Equity Fund $10,001-$50,000 in the International Equity Fund	Over $100,000
Franklin Morgan	NONE	NONE
Kyle Tucker	NONE	NONE

As a group, the Trustees and officers of the Trust owned less than 1% of each Class of a Fund, as of the Record Date.

As of December 31, 2012, the Independent Trustees or their respective immediate family members (spouse or dependent children) did not own beneficially or of record any securities of the Adviser, sub-advisers or underwriter, or in any person directly or indirectly controlling, controlled by or under common control with the Adviser, sub-advisers or underwriter.

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Compensation

The Trust pays no compensation to the Trustees. The Trust reimburses Trustees for any expenses incurred in attending meetings. The Trust does not compensate the Funds’ officers for the services they provide to the Funds.

Mr. Mack is a beneficiary of a health plan sponsored by GuideStone Financial Resources, and a beneficiary of the South Carolina Baptist Convention Annuity Plan. Mr. Buster is a beneficiary of the Church Retirement Plan sponsored by GuideStone Financial Resources.

Portfolio Transactions. To the extent permitted by law and in accordance with procedures established by the Board, the Funds may engage in brokerage transactions with brokers that are affiliates of the Adviser or the Funds’ sub-advisers, with brokers who are affiliates of such brokers or with unaffiliated brokers who trade or clear through affiliates of the Adviser or the Funds’ sub-advisers. For the fiscal year ended December 31, 2012, the Fundsdid not engage in any affiliated brokerage transactions.

Shareholder Communications. The Board of Trustees has provided for a process by which shareholders may send communications to the Board. If a shareholder wishes to send a communication to the Board, or to a specified Trustee, the communication should be submitted in writing to Cherika N. Latham, Chief Legal Officer and Secretary, GuideStone Funds, 2401 Cedar Springs Road, Dallas, Texas 75201-1498, who will forward such communication to the Trustee(s).

Multiple Shareholders in a Household. If you are a member of a household in which multiple shareholders of a Fund share the same address, and the Funds or your broker or bank (for “street name” accounts) have received consent to household material, then the Funds or your broker or bank may have sent to your household only one copy of this Information Statement (the “Materials”), unless the Funds or your broker or bank previously received contrary instructions from a shareholder in your household. If you are part of a household that has received only one copy of the Materials, the Funds will deliver promptly a separate copy of the Materials to you upon written or oral request. To receive a separate copy of the Materials, or if you would like to receive a separate copy of future information statements, proxy statements, prospectuses or annual reports, please contact the Trust by writing to the Trust at 2401 Cedar Springs Road, Dallas, Texas 75201-1498 or by calling 1-888-98-GUIDE (1-888-984-8433). On the other hand, if you are now receiving multiple copies of these documents and would like to receive a single copy in the future, please contact the Trust at the telephone number or address stated above.


By Order of the Board of Trustees,

/s/ Cherika N. Latham
Chief Legal Officer and Secretary

December 6, 2013

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APPENDIX A

ISSUED AND OUTSTANDING SHARES AS OF NOVEMBER 15, 2013


Fund	GS2 Class	GS4 Class
MyDestination 2005 Fund	N/A	7,841,786.193
MyDestination 2015 Fund	N/A	38,522,465.532
MyDestination 2025 Fund	N/A	46,773,128.308
MyDestination 2035 Fund	N/A	24,879,153.160
MyDestination 2045 Fund	N/A	18,204,298.823
MyDestination 2055 Fund	N/A	1,086,392.773
Conservative Allocation Fund	N/A	25,148,755.339
Balanced Allocation Fund	N/A	91,992,243.647
Growth Allocation Fund	N/A	62,561,373.758
Aggressive Allocation Fund	N/A	55,673,200.272
Conservative Allocation Fund I	8,329,944.035	N/A
Balanced Allocation Fund I	35,070,639.862	N/A
Growth Allocation Fund I	21,309,918.789	N/A
Aggressive Allocation Fund I	13,109,520.928	N/A
Money Market Fund	106,609,976.350	1,225,313,846.760
Low-Duration Bond Fund	15,958,559.916	52,221,828.716
Medium-Duration Bond Fund	32,696,646.210	40,795,422.248
Extended-Duration Bond Fund	9,559,884.213	12,924,154.542
Inflation Protected Bond Fund	N/A	26,572,351.927
Global Bond Fund	N/A	34,853,402.788
Flexible Income Fund	N/A	10,671,813.134
Defensive Market Strategies Fund	7,243,994.402	31,172,659.793
Real Assets Fund	N/A	2,428,551.094
Equity Index Fund	7,423,380.371	13,617,057.633
Real Estate Securities Fund	N/A	22,194,147.480
Value Equity Fund	24,068,593.872	50,214,516.923
Growth Equity Fund	14,245,167.070	44,366,314.600
Small Cap Equity Fund	5,901,949.226	22,199,335.402
International Equity Fund	23,219,251.941	74,137,186.882
Emerging Markets Equity Fund	4,704,960.031	24,567,873.269
Global Natural Resources Equity Fund	N/A	25,475,451.222

A-1

APPENDIX B

SHAREHOLDERS OWNING BENEFICIALLY OR OF RECORD MORE THAN 5% OF

GUIDESTONE FUNDS


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
MyDestination 2005 Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	3,803,248.627	48%
MyDestination 2005 Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	2,344,239.003	30%
MyDestination 2005 Fund GS4 Class	GuideStone Financial Resources ER 403(b) Retirement Plan PO Box 2190 Dallas, TX 75221-2190	766,148.250	10%
MyDestination 2015 Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	20,350,610.955	53%
MyDestination 2015 Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	11,861,775.275	31%
MyDestination 2015 Fund GS4 Class	GuideStone Financial Resources ER 403(b) Retirement Plan PO Box 2190 Dallas, TX 75221-2190	3,770,310.189	10%
MyDestination 2025 Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	25,109,819.246	54%
MyDestination 2025 Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	14,771,791.461	32%
MyDestination 2025 Fund GS4 Class	GuideStone Financial Resources ER 403(b) Retirement Plan PO Box 2190 Dallas, TX 75221-2190	4,159,941.339	9%
MyDestination 2035 Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	12,684,647.241	51%
MyDestination 2035 Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	8,460,832.862	34%
MyDestination 2035 Fund GS4 Class	GuideStone Financial Resources ER 403(b) Retirement Plan PO Box 2190 Dallas, TX 75221-2190	2,209,338.280	9%
MyDestination 2045 Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	8,317,267.925	46%

B-1


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
MyDestination 2045 Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	7,465,880.196	41%
MyDestination 2045 Fund GS4 Class	GuideStone Financial Resources ER 403(b) Retirement Plan PO Box 2190 Dallas, TX 75221-2190	1,437,481.220	8%
MyDestination 2055 Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	377,764.816	35%
MyDestination 2055 Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	325,736.749	30%
MyDestination 2055 Fund GS4 Class	GuideStone Financial Resources Operating Reserves PO Box 2190 Dallas, TX 75221-2190	256,430.112	24%
MyDestination 2055 Fund GS4 Class	GuideStone Financial Resources ER 403(b) Retirement Plan PO Box 2190 Dallas, TX 75221-2190	68,566.952	6%
Conservative Allocation Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	13,884,520.447	55%
Conservative Allocation Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	6,875,360.235	27%
Balanced Allocation Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	56,475,918.038	61%
Balanced Allocation Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	23,309,233.700	25%
Growth Allocation Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	40,035,328.332	64%
Growth Allocation Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	16,559,809.055	26%
Aggressive Allocation Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	34,627,360.780	62%
Aggressive Allocation Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	11,641,702.392	21%

B-2


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Aggressive Allocation Fund GS4 Class	GuideStone Financial Resources Operating Reserves PO Box 2190 Dallas, TX 75221-2190	4,640,819.889	8%
Money Market Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	251,725,729.740	21%
Money Market Fund GS4 Class	GuideStone Financial Resources Fixed Benefit Reserve Fund PO Box 2190 Dallas, TX 75221-2190	177,315,188.970	14%
Money Market Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	106,226,150.340	9%
Money Market Fund GS4 Class	GuideStone Financial Resources Money Market Liquidity Growth Equity Fund PO Box 2190 Dallas, TX 75221-2190	74,554,260.710	6%
Money Market Fund GS4 Class	GuideStone Financial Resources Money Market Liquidity International Equity Fund PO Box 2190 Dallas, TX 75221-2190	71,151,389.830	6%
Low-Duration Bond Fund GS4 Class	GuideStone Funds Conservative Allocation Fund PO Box 2190 Dallas, TX 75221-2190	13,609,643.088	26%
Low-Duration Bond Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	11,306,319.534	22%
Low-Duration Bond Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	5,667,694.866	11%
Low-Duration Bond Fund GS4 Class	GuideStone Funds Growth Allocation Fund PO Box 2190 Dallas, TX 75221-2190	5,045,256.029	10%
Low-Duration Bond Fund GS4 Class	GuideStone Funds MyDestination 2015 Fund PO Box 2190 Dallas, TX 75221-2190	3,621,813.520	7%
Low-Duration Bond Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	3,087,167.066	6%

B-3


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Medium-Duration Bond Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	14,366,044.718	35%
Medium-Duration Bond Fund GS4 Class	GuideStone Funds Growth Allocation Fund PO Box 2190 Dallas, TX 75221-2190	6,420,099.464	16%
Medium-Duration Bond Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	6,220,117.738	15%
Medium-Duration Bond Fund GS4 Class	GuideStone Funds MyDestination 2015 Fund PO Box 2190 Dallas, TX 75221-2190	3,516,949.143	9%
Medium-Duration Bond Fund GS4 Class	GuideStone Funds MyDestination 2025 Fund PO Box 2190 Dallas, TX 75221-2190	3,469,898.335	9%
Medium-Duration Bond Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	3,145,138.701	8%
Extended-Duration Bond Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	4,077,768.239	32%
Extended-Duration Bond Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	3,006,850.231	23%
Extended-Duration Bond Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	1,786,030.869	14%
Extended-Duration Bond Fund GS4 Class	GuideStone Funds Growth Allocation Fund PO Box 2190 Dallas, TX 75221-2190	1,342,269.826	10%
Extended-Duration Bond Fund GS4 Class	GuideStone Funds MyDestination 2025 Fund PO Box 2190 Dallas, TX 75221-2190	725,803.310	6%
Inflation Protected Bond Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	7,125,520.286	27%
Inflation Protected Bond Fund GS4 Class	GuideStone Funds MyDestination 2015 Fund PO Box 2190 Dallas, TX 75221-2190	4,009,036.204	15%

B-4


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Inflation Protected Bond Fund GS4 Class	GuideStone Funds Conservative Allocation Fund PO Box 2190 Dallas, TX 75221-2190	3,651,401.139	14%
Inflation Protected Bond Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	2,621,929.141	10%
Inflation Protected Bond Fund GS4 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	2,154,602.158	8%
Inflation Protected Bond Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	2,075,472.220	8%
Inflation Protected Bond Fund GS4 Class	GuideStone Funds MyDestination 2025 Fund PO Box 2190 Dallas, TX 75221-2190	1,380,222.076	5%
Global Bond Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	10,009,035.931	29%
Global Bond Fund GS4 Class	GuideStone Funds Growth Allocation Fund PO Box 2190 Dallas, TX 75221-2190	4,503,915.003	13%
Global Bond Fund GS4 Class	GuideStone Funds MyDestination 2025 Fund PO Box 2190 Dallas, TX 75221-2190	3,442,807.503	10%
Global Bond Fund GS4 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	3,026,508.529	9%
Global Bond Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	2,289,928.665	7%
Global Bond Fund GS4 Class	GuideStone Funds MyDestination 2035 Fund PO Box 2190 Dallas, TX 75221-2190	2,073,082.218	6%
Global Bond Fund GS4 Class	GuideStone Funds MyDestination 2015 Fund PO Box 2190 Dallas, TX 75221-2190	1,909,675.659	5%

B-5


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Flexible Income Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	3,799,209.214	36%
Flexible Income Fund GS4 Class	GuideStone Funds MyDestination 2015 Fund PO Box 2190 Dallas, TX 75221-2190	1,555,787.874	15%
Flexible Income Fund GS4 Class	GuideStone Funds Conservative Allocation Fund PO Box 2190 Dallas, TX 75221-2190	1,387,517.584	13%
Flexible Income Fund GS4 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	1,148,701.075	11%
Flexible Income Fund GS4 Class	GuideStone Financial Resources Restricted Insurance Reserves PO Box 2190 Dallas, TX 75221-2190	680,443.004	6%
Defensive Market Strategies Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	8,391,451.403	27%
Defensive Market Strategies Fund GS4 Class	GuideStone Funds MyDestination 2025 Fund PO Box 2190 Dallas, TX 75221-2190	7,074,827.809	23%
Defensive Market Strategies Fund GS4 Class	GuideStone Funds MyDestination 2015 Fund PO Box 2190 Dallas, TX 75221-2190	6,290,803.066	20%
Defensive Market Strategies Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	3,690,659.334	12%
Defensive Market Strategies Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	2,088,142.233	7%
Defensive Market Strategies Fund GS4 Class	GuideStone Funds Conservative Allocation Fund PO Box 2190 Dallas, TX 75221-2190	1,940,740.850	6%
Real Assets Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	891,760.367	37%
Real Assets Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	656,138.355	27%

B-6


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Real Assets Fund GS4 Class	GuideStone Financial Resources Endowment Fund PO Box 2190 Dallas, TX 75221-2190	357,813.247	15%
Real Assets Fund GS4 Class	GuideStone Financial Resources Financial Assistance Endowed Mission Dignity PO Box 2190 Dallas, TX 75221-2190	129,584.013	5%
Equity Index Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	7,600,775.103	56%
Equity Index Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	4,102,684.467	30%
Real Estate Securities Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	5,272,465.736	24%
Real Estate Securities Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	3,502,914.386	16%
Real Estate Securities Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	3,114,933.723	14%
Real Estate Securities Fund GS4 Class	GuideStone Funds Growth Allocation Fund PO Box 2190 Dallas, TX 75221-2190	2,962,501.590	13%
Real Estate Securities Fund GS4 Class	GuideStone Funds MyDestination 2025 Fund PO Box 2190 Dallas, TX 75221-2190	1,425,136.441	6%
Value Equity Fund GS4 Class	GuideStone Funds Aggressive Allocation Fund PO Box 2190 Dallas, TX 75221-2190	10,812,806.935	22%
Value Equity Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	9,128,178.883	18%
Value Equity Fund GS4 Class	GuideStone Funds Growth Allocation Fund PO Box 2190 Dallas, TX 75221-2190	7,914,298.238	16%
Value Equity Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	5,357,648.401	11%

B-7


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Value Equity Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	4,338,527.755	9%
Value Equity Fund GS4 Class	GuideStone Funds MyDestination 2025 Fund PO Box 2190 Dallas, TX 75221-2190	2,978,325.179	6%
Value Equity Fund GS4 Class	GuideStone Funds MyDestination 2035 Fund PO Box 2190 Dallas, TX 75221-2190	2,574,492.063	5%
Growth Equity Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	9,561,086.505	22%
Growth Equity Fund GS4 Class	GuideStone Funds Aggressive Allocation Fund PO Box 2190 Dallas, TX 75221-2190	8,848,495.861	20%
Growth Equity Fund GS4 Class	GuideStone Funds Growth Allocation Fund PO Box 2190 Dallas, TX 75221-2190	6,404,154.759	14%
Growth Equity Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	4,535,571.400	10%
Growth Equity Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	4,384,910.142	10%
Growth Equity Fund GS4 Class	GuideStone Funds MyDestination 2025 Fund PO Box 2190 Dallas, TX 75221-2190	2,415,096.322	5%
Small Cap Equity Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	8,295,841.258	37%
Small Cap Equity Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	3,902,159.960	18%
Small Cap Equity Fund GS4 Class	GuideStone Funds Aggressive Allocation Fund PO Box 2190 Dallas, TX 75221-2190	2,379,132.408	11%
Small Cap Equity Fund GS4 Class	GuideStone Funds Growth Allocation Fund PO Box 2190 Dallas, TX 75221-2190	1,738,814.315	8%

B-8


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Small Cap Equity Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	1,176,574.684	5%
International Equity Fund GS4 Class	GuideStone Funds Aggressive Allocation Fund PO Box 2190 Dallas, TX 75221-2190	17,508,835.853	24%
International Equity Fund GS4 Class	GuideStone Funds Growth Allocation Fund PO Box 2190 Dallas, TX 75221-2190	12,683,464.682	17%
International Equity Fund GS4 Class	GuideStone Church Retirement Plan PO Box 2190 Dallas, TX 75221-2190	9,899,543.132	13%
International Equity Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	8,697,841.726	12%
International Equity Fund GS4 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	4,928,130.994	7%
International Equity Fund GS4 Class	GuideStone Funds MyDestination 2025 Fund PO Box 2190 Dallas, TX 75221-2190	4,913,188.935	7%
International Equity Fund GS4 Class	GuideStone Funds MyDestination 2035 Fund PO Box 2190 Dallas, TX 75221-2190	4,311,862.385	6%
Emerging Markets Equity Fund GS4 Class	GuideStone Funds Aggressive Allocation Fund PO Box 2190 Dallas, TX 75221-2190	7,420,217.500	30%
Emerging Markets Equity Fund GS4 Class	GuideStone Funds Growth Allocation Fund PO Box 2190 Dallas, TX 75221-2190	5,418,243.400	22%
Emerging Markets Equity Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	3,686,131.900	15%
Emerging Markets Equity Fund GS4 Class	GuideStone Funds MyDestination 2025 Fund PO Box 2190 Dallas, TX 75221-2190	2,112,441.733	9%

B-9


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Emerging Markets Equity Fund GS4 Class	GuideStone Funds MyDestination 2035 Fund PO Box 2190 Dallas, TX 75221-2190	1,850,425.102	8%
Emerging Markets Equity Fund GS4 Class	GuideStone Funds MyDestination 2045 Fund PO Box 2190 Dallas, TX 75221-2190	1,459,344.925	6%
Global Natural Resources Equity Fund GS4 Class	GuideStone Funds Balanced Allocation Fund PO Box 2190 Dallas, TX 75221-2190	7,484,263.558	29%
Global Natural Resources Equity Fund GS4 Class	GuideStone Funds Growth Allocation Fund PO Box 2190 Dallas, TX 75221-2190	5,592,060.507	22%
Global Natural Resources Equity Fund GS4 Class	GuideStone Financial Resources Fixed Benefit Fund PO Box 2190 Dallas, TX 75221-2190	2,385,127.657	9%
Global Natural Resources Equity Fund GS4 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	2,262,986.054	9%
Global Natural Resources Equity Fund GS4 Class	GuideStone Funds Growth Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	1,573,333.463	6%
Global Natural Resources Equity Fund GS4 Class	GuideStone Funds MyDestination 2025 Fund PO Box 2190 Dallas, TX 75221-2190	1,480,419.820	6%
Global Natural Resources Equity Fund GS4 Class	GuideStone Funds Conservative Allocation Fund PO Box 2190 Dallas, TX 75221-2190	1,306,938.229	5%
Conservative Allocation Fund I GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	6,876,595.582	83%
Conservative Allocation Fund I GS2 Class	GuideStone Financial Resources Baylor University Retirement Plan PO Box 2190 Dallas, TX 75221-2190	923,159.683	11%
Balanced Allocation Fund I GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	23,892,296.997	68%

B-10


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Balanced Allocation Fund I GS2 Class	GuideStone Financial Resources Baylor University Retirement Plan PO Box 2190 Dallas, TX 75221-2190	4,526,745.892	13%
Balanced Allocation Fund I GS2 Class	GuideStone Financial Resources Employer Asset Plan PO Box 2190 Dallas, TX 75221-2190	4,104,344.340	12%
Growth Allocation Fund I GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	18,949,021.518	89%
Growth Allocation Fund I GS2 Class	GuideStone Financial Resources Baylor University Retirement Plan PO Box 2190 Dallas, TX 75221-2190	2,028,676.726	10%
Aggressive Allocation Fund I GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	11,121,286.259	85%
Aggressive Allocation Fund I GS2 Class	GuideStone Financial Resources Baylor University Retirement Plan PO Box 2190 Dallas, TX 75221-2190	1,651,972.885	13%
Money Market Fund GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	81,677,983.130	77%
Money Market Fund GS2 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	7,705,976.460	7%
Low-Duration Bond Fund GS2 Class	GuideStone Funds Conservative Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	5,592,229.358	35%
Low-Duration Bond Fund GS2 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	5,338,346.327	33%
Low-Duration Bond Fund GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	2,453,016.334	15%
Low-Duration Bond Fund GS2 Class	GuideStone Funds Growth Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	2,216,374.344	14%
Medium-Duration Bond Fund GS2 Class	State Street Bank & Trust Company Trustee FBO Baylor Health Care Systems One Lincoln Street Boston, MA 02111-2901	14,083,420.147	43%

B-11


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Medium-Duration Bond Fund GS2 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	8,854,269.050	27%
Medium-Duration Bond Fund GS2 Class	GuideStone Funds Growth Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	3,683,468.623	11%
Medium-Duration Bond Fund GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	3,236,204.827	10%
Medium-Duration Bond Fund GS2 Class	The Northern Trust Company Trustee FBO Samford University Pension Plan PO Box 92956 Chicago, IL 60675-2956	1,940,052.570	6%
Extended-Duration Bond Fund GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	3,978,245.277	42%
Extended-Duration Bond Fund GS2 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	2,845,621.462	30%
Extended-Duration Bond Fund GS2 Class	The Northern Trust Company Trustee FBO Samford University Pension Plan PO Box 92956 Chicago, IL 60675-2956	1,204,237.254	13%
Extended-Duration Bond Fund GS2 Class	GuideStone Funds Growth Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	1,181,911.740	12%
Defensive Market Strategies Fund GS2 Class	GuideStone Financial Resources Fixed Benefit Fund PO Box 2190 Dallas, TX 75221-2190	2,766,892.327	38%
Defensive Market Strategies Fund GS2 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	2,533,371.756	35%
Defensive Market Strategies Fund GS2 Class	GuideStone Financial Resources Restricted Insurance Reserves PO Box 2190 Dallas, TX 75221-2190	571,994.018	8%
Defensive Market Strategies Fund GS2 Class	GuideStone Funds Conservative Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	509,978.232	7%

B-12


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Defensive Market Strategies Fund GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	465,134.068	6%
Equity Index Fund GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	5,546,965.450	75%
Equity Index Fund GS2 Class	Wells Fargo Bank NA FBO Campus Crusade for Christ International PO Box 1533 Minneapolis, MN 55479	1,752,108.462	24%
Value Equity Fund GS2 Class	GuideStone Funds Aggressive Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	4,723,455.160	20%
Value Equity Fund GS2 Class	GuideStone Funds Growth Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	4,556,899.898	19%
Value Equity Fund GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	4,098,815.838	17%
Value Equity Fund GS2 Class	State Street Bank & Trust Company Trustee FBO Baylor Health Care Systems One Lincoln Street Boston, MA 02111-2901	3,545,653.653	15%
Value Equity Fund GS2 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	3,317,115.614	14%
Value Equity Fund GS2 Class	GuideStone Financial Resources Fixed Benefit Fund PO Box 2190 Dallas, TX 75221-2190	1,956,554.556	8%
Growth Equity Fund GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	3,978,391.684	28%
Growth Equity Fund GS2 Class	GuideStone Funds Aggressive Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	3,166,743.564	22%
Growth Equity Fund GS2 Class	GuideStone Funds Growth Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	3,020,854.264	21%
Growth Equity Fund GS2 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	2,223,885.714	16%

B-13


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Growth Equity Fund GS2 Class	GuideStone Financial Resources Fixed Benefit Fund PO Box 2190 Dallas, TX 75221-2190	732,048.651	5%
Growth Equity Fund GS2 Class	The Northern Trust Company Trustee FBO Samford University Pension Plan PO Box 92956 Chicago, IL 60675-2956	716,444.767	5%
Small Cap Equity Fund GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	2,844,835.422	48%
Small Cap Equity Fund GS2 Class	GuideStone Funds Aggressive Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	786,925.458	13%
Small Cap Equity Fund GS2 Class	GuideStone Funds Growth Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	758,254.088	13%
Small Cap Equity Fund GS2 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	551,245.976	9%
International Equity Fund GS2 Class	GuideStone Funds Aggressive Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	4,894,956.017	21%
International Equity Fund GS2 Class	GuideStone Funds Growth Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	4,673,714.668	20%
International Equity Fund GS2 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	3,444,760.605	15%
International Equity Fund GS2 Class	GuideStone 403(b)(9) Employer Plan PO Box 2190 Dallas, TX 75221-2190	3,031,999.650	13%
International Equity Fund GS2 Class	The Northern Trust Company Trustee FBO Samford University Pension Plan PO Box 92956 Chicago, IL 60675-2956	1,953,041.840	8%
International Equity Fund GS2 Class	The Northern Trust Company Trustee FBO Church of the Nazarene Pension Plan 17001 Prairie Star Parkway Lenexa, KS 66220-7900	1,290,438.272	6%

B-14


Name of Fund	Shareholder Name and Address	Number and Percentage of Shares Beneficially Owned as of November 15, 2013 (Percentage of shares owned rounded to the nearest whole percentage)
Emerging Markets Equity Fund GS2 Class	GuideStone Funds Aggressive Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	1,583,990.283	34%
Emerging Markets Equity Fund GS2 Class	GuideStone Funds Growth Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	1,524,380.567	32%
Emerging Markets Equity Fund GS2 Class	GuideStone Funds Balanced Allocation Fund I PO Box 2190 Dallas, TX 75221-2190	1,114,800.000	24%
Emerging Markets Equity Fund GS2 Class	GuideStone Financial Resources Fixed Benefit Fund PO Box 2190 Dallas, TX 75221-2190	304,751.800	6%

B-15